Solvay SA — Proxy Solicitation & Information Statement 2015

Apr 10, 2015

To be valid, this form must be received by SOLVAY SA no later than Wednesday, May 6, 2015

PROXY

This document has been translated for information purposes only. Whilst every effort has been made to ensure that the English version is a faithful and accurate translation of the French text, only the latter is a legally valid document.

I, the undersigned

currently holder of shares of SOLVAY SA, with registered office at 310 Rue de Ransbeek, 1120 Brussels, hereby grant authority, to First Name, Last name : Address :

Or if no name is given, Mr. Jacques Levy-Morelle each with right of substitution,

NOTE:

A shareholder may only appoint a single person as a proxy holder, other than the exceptions shown in article 547bis of the Companies Code. The proxy holder does not necessarily have to be a shareholder. It is recommended that the shareholder not designate as a proxy the Chairman of the General Shareholders' Meeting, members of the Board of Directors, members of the Executive Committee and in general the employees of Solvay SA, their spouse or legal partner and their relatives, who could pose a conflict of interest according to article 547bis, §4 of the Companies Code.

• to
• A. Represent me in the SOLVAY SA Ordinary General Shareholders' Meeting that will take place on Tuesday, May 12, 2015 at 10:30 a.m. at the Square, Brussels Meeting Center, Monts des Arts, 1000 Brussels and to vote in my name for all the items on the agenda. Lacking specifications on how to vote for one or more of the decisions proposed below or if for any reason the instructions given are not clear, please consider that this is a specific instruction to vote in favor of the proposals of the motions involved.
• 1. Management Report on operations for 2014 including the Declaration of Corporate Governance and External Auditor's Report.
• 1. Approval of compensation report. It is proposed to approve the compensation report found in chapter 6 of the Declaration of Corporate Governance.
• FOR AGAINST ABSTAIN 3. Consolidated accounts from 2014 – External Audit Report on the consolidated accounts.
• 1. Approval of annual accounts from 2014 Distribution of earnings and setting of dividend. It is proposed to approve the annual accounts as well as the distribution of earnings for the year and the increase of the gross dividend per entirely liberated share to 3.40 EUR, or 2.55 EUR net. After deduction of the prepayment of dividend at 1.3 EUR gross per share (1.3 with repeating decimal), which corresponds to 1.00 EUR net per share paid on January 22, 2015, the balance of the dividend will amount to 2.06 EUR gross (with repeating last decimal), or 1.55 EUR net, payable as of May 19, 2015. FOR AGAINST ABSTAIN

5.	Discharge of liability to be given to Board members and to the Auditor for operations for the year 2014.
	It is proposed to discharge liability
	 AGAINST   of Board members FOR ABSTAIN
	 AGAINST   and of the External Auditor FOR ABSTAIN
	working in 2014 for the operations relating to this fiscal year.
6.	Board of Directors: Term renewals - Nominations
	a) The terms of Mr. Charles Casimir-Lambert and Mr. Yves-Thibault de Silguy will expire at the end of this meeting. It is proposed to reelect
	 AGAINST   Mr. Charles Casimir-Lambert, FOR ABSTAIN
	 AGAINST   Mr. Yves-Thibault de Silguy FOR ABSTAIN
	each for a four-year term each as Board members. Their terms will expire at the end of the General
	Shareholders' Meeting in May 2019
	b) It is proposed to confirm the designation of Mr. Charles Casimir-Lambert as an independent Board
	member on the Board of Directors.
	 AGAINST   FOR ABSTAIN

c) It is proposed to confirm the designation of Mr Yves-Thibault de Silguy as an independent Board member on the Board of Directors.

FOR		AGAINST 	ABSTAIN	
-----	---	-----------	---------	---

d)	The Assembly takes note of the resignation of Chevalier Guy de Selliers de Moranville and acts that
	his mandate shall not be reallocated.

• e) It is proposed to designate Mrs. Marjan Oudeman (see curriculum vitae attached) as a Board member for a four-year term. The term of Mrs. Marjan Oudeman will expire at the end of the General Shareholders' Meeting in May 2019.
• FOR AGAINST ABSTAIN f) It is proposed to designate Mrs. Marjan Oudeman as an independent Board member on the Board of Directors.

FOR	 AGAINST		ABSTAIN	
-----	-----------	---	---------	---

1. Miscellaneous.

I note that I will be represented at the Ordinary General meeting for the total number of shares registered in my name to the record date, April 28, 2015 at midnight.

If, after the date of this proxy form, proposals for new motions should be added at shareholders' request in compliance with article 533ter of the Companies Code, the proxy holder is authorized, in compliance with article 533ter, §4, al.2 of the Companies Code, to withdraw from any possible instructions given by the shareholder if the execution of these instructions risks compromising the interest of the shareholder.

If, after the date of this proxy form, new subjects are added to the agenda at the request of shareholders in compliance with article 533ter of the Companies Code, the proxy holder:

• is authorized to vote on the new items that would be added to the agenda (*);
• must abstain from voting on the new items that would be added to the agenda (*).
• B. to take part in all discussions on the items listed on the agenda for this meeting, to cast all votes, to pass and sign all acts, items, minutes, attendance lists and other documents:
• C. in general, do all that is necessary to carry out this proxy, promising ratification in advance.

SOLVAY SA must be in possession of this proxy form, completed and signed, no later than May 6 2015. It may be sent by regular mail in the attached envelope, or by electronic mail to the e-mail address: ag.solvay@solvay.com, or by fax at +32-(0)2.264.37.67.

Signed at , on 2015.

Signature must be preceded by the notation "Good for Authorization"

^{---------------} (*) Cross out the option not chosen. If none is crossed out, the proxy holder will have to abstain from voting on the new items added to the agendas.