Share registration

Solvay shares are registered or dematerialized shares. It has not been possible to receive paper (bearer) shares since 1 January 2008. Bearer shares already in a securities file have been automatically converted into dematerialized shares. Additionally, under the terms of a resolution passed by the General Shareholder Meeting held on 8 May 2007, all bearer shares issued by the company and not recorded in dematerialized securities accounts or converted into registered shares by 01 July 2011 have been automatically converted into dematerialized shares.

Shareholders opting to list stock as registered shares in the register of Solvay shareholders receive upon request financial information about the company, the annual report, invitations to the general shareholder meeting and other documents concerning AGMs by land mail or e-mail. Dividends from shares are automatically paid into the bank account stipulated by the shareholder. Management of the shareholder register is not charged.

Each share entitles its holder to one vote whenever voting takes place (except for shares held by Solvay S.A. or its subsidiaries, for which voting rights are suspended). All shares are common and equal. 

At 31 December 2014, the capital of Solvay S.A. was represented by 84,701,133 shares, including 1,545,411 shares held by Solvay Stock Option Management SPRL in particular to cover the Solvay stock options program.

Frequently asked questions

This document provides a brief response for strictly information purposes to the questions frequently raised by Solvay shareholders. It is not a legal opinion; the company’s liability cannot be incurred as a result. Answers to questions consider the situation only in light of Belgian law.

1. I would like to register a change of e-mail or land mail address, telephone or fax number or account number

Your request must be in writing and signed and must be sent to the Registered Shares Management Service via e-mail (scanned request), fax or land mail (see form letter in appendix 2).  A copy of your identity card must be included without fail (or scanned if sending your request via e-mail).

2. I would like to receive a position balance statement or proof of dividends paid for my income tax declaration

Please contact the Registered Shares Management Service by telephone or in writing.

Share Registration Service  
43 rue des Champs Elysées   
B-1050 Brussels (Belgium)  
Tel.+32 2 639 66 30   
e-mail: 
shareholders@solvay.com

3. I would like to donate my shares

First contact your notary, lawyer, banker or other advisor to establish the conditions for the donation to be made.

Then send the Registered Shares Management Service either a fully completed and signed letter requesting the transfer of your shares (see form letter in appendix 3) or a copy of the donation deed of transfer drawn up by a notary.  

Confirmation of the transfer will be sent by the Registered Shares Management Service to the person issuing the donation instructions.

4. I would like to notify the death of a shareholder

Please inform the Registered Shares Management Service of the date of death in writing (please mention the deceased's national number).  

Please include the contact details of the notary in charge of settling the deceased shareholder’s estate.  

Please include a copy of the inheritance certificate as well as the specific transfer instructions countersigned by all legal beneficiaries. (The number of shares must be divisible by the number of legal beneficiaries otherwise the instructions cannot be carried out!)

5. In the event of joint inheritance or holders of shares with split rights (bare ownership and usufruct), who represents the shares vis-à-vis the company (concept of “designated owner”)?

Article 11 of the by-laws stipulates that the company recognizes only one owner per share.  Joint owners must therefore designate one of themselves as the share owner vis-à-vis Solvay to exercise their rights (and in particular voting rights). The same applies in the event of usufruct or pledging (see question 6 on this issue). This does not affect the ownership of shares covered by the designation in any way. They remain registered under the name of the joint inheritance / bare ownership-usufruct beneficiary. Letter templates (appendix 4 – 5) must be sent to the Registered Shares Management Service duly completed and signed by all parties.  Failure to do so means that shares cannot be accepted at shareholder meetings.

6. I would like to use my shares as collateral with a bank. Is this permissible?

Yes. The Registered Shares Management Service can send you a position balance statement from the register.

On the strength of this document the bank can draw up a pledge agreement between itself and you. You must subsequently send a copy of the agreement to the Registered Shares Management Service.

The company confirms to both parties that the pledge has been listed in the register until the service has been informed of its cancellation by the bank.

Article 11 of the by-laws requires that a single person be designated (as is the case for joint ownership or usufruct/bare ownership) as the share owner vis-à-vis the company. The letter template in appendix 3.3 must be completed and signed by all parties and be sent to the company.

7. I wish to buy or sell shares

In the event of purchases on stock markets, the operation is carried out via a financial intermediary (credit institution or brokerage). Shares will be credited as registered or dematerialized shares, as decided by the shareholder.

The stock market sale of dematerialized shares is carried out via a financial intermediary (credit institution or brokerage).

The sale of registered shares is carried outby a financial intermediary (credit institution or brokerage), having first asked the Registered Shares Management Service to transfer the shares to a securities account by means of a signed document

8. I wish to make my dematerialized shares registered shares

Please contact your financial intermediary to have dematerialised shares transferred to the registered Solvay account with Euroclear Belgium. A template of the letter to address to your financial intermediary is attached in appendix 1.

As coupon payment approaches, please remember the ex-dividend date.

9. I wish to convert my registered shares into dematerialized shares

Please send a signed letter to the Registered Shares Management Service indicating the stock file in which shares must be transferred as well as the Euroclear Belgium account of your financial intermediary (credit institution or brokerage).  

As coupon payment approaches, please remember the ex-dividend date.

10. I live abroad. What do I do to be eligible for tax relief for the withholding tax on dividends from my shares?

In principle, payment of dividends is taxed in Belgium.  This withholding tax, known as “précompte mobilier” is set at 25% and is payable at source.

However, Belgium has signed international tax conventions with a number of nations (1) (2) that caps the withholding tax at 15%. Non-resident Solvay shareholders meeting the conditions laid down by these treaties can therefore claim tax relief.

The procedure to claim tax relief is subject to an agreement signed by the authorities in the two countries concerned. Below are the main points.

Reimbursement application

The general rule is that tax convention eligibility is obtained by reimbursement, which must be requested from the Bureau Central de Taxation “Etranger”, boulevard du Jardin Botanique, 50, boîte 3429, B-1000 Brussels.  To do so, form 276 Div. AUT must be used and not any other.  The form can be downloaded from our website in appendix 6.

Both parts of the form must be correctly completed and signed. Once done, they must be submitted for approval by the international taxation department to which the requisitioning party is subject. The appropriate civil servant will return the first part of the document and keep the second. The first part of the document must be sent to the department (address above) along with:

The coupon payment form for registered or dematerialized shares

The circular and attached dividend statement, which the company issues several days before release of payment of the dividend for any shares owned as registered shares.

Reduction at source application

The company is exceptionally authorized to apply tax relief directly, but only when the request concerns exclusively dividends from registered shares (and must therefore defer all cases of dividends from both registered and dematerialized shares).  In this instance, the first part of form 276 Div. AUT must be completed, signed and approved and must be sent to the company within ten days of payment of income. No reason can be accepted for exceeding this deadline. The company is required to return to the sender all documents not correctly completed or received late.

(1) Including in particular: Austria, Canada, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Japan, Luxembourg, Norway, Netherlands, Portugal, Spain, Sweden, Switzerland and the USA.

(2) Capped at 10% for residents of Bulgaria, China, Hungary, Kuwait, Mauritius, Poland, Romania, Russia and the United Kingdom.