The information have 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.
Due to the fact that the quorum required by laws was not reached at the Extraordinary General Meeting held on April 14, 2008 the meeting was not able to deliberate validly on its agenda.
As a result, we have the honor of informing you, as a registered shareholder, that a second Extraordinary General Meeting will take place on Tuesday, May 13, 2008 following the close of the Ordinary General Meeting, rue du Prince Albert 44, in Ixelles, Brussels. This meeting will deliberate validly on the same agenda regardless of the number of shareholders present or represented. By way of reminder, please find enclosed with this letter a copy of this agenda and the special report from the Board of Directors concerning the changes to the articles of association.
The Ordinary General Meeting - to which you are also cordially invited - will take place at 2.30 p.m.
Ordinary shareholders' meeting : Agenda
- Management Reports on the operations of the 2007 fiscal year – External Auditor’s reports.
- Report on Corporate Governance.
- Consolidated accounts of the 2007 fiscal year.
- Approval of the annual accounts for the 2007 fiscal year – Allocation of profits and dividend distribution.
It is proposed that the shareholders approve the annual accounts, the allocation of profits and the gross dividend distribution for fully-paid shares at EUR 2.9333, or EUR 2.20 net of Belgian withholding tax. In view of the EUR 0.85 (net of Belgian withholding tax) interim dividend paid on January 17, 2008, the balance of the dividend to be distributed amounts to EUR 1.35 EUR (net of Belgian withholding tax), payable as of May 20, 2008.
- Discharge to be granted to the Directors and to the External Operator for the operations of the 2007 fiscal year.
It is proposed that the shareholders grant a discharge to the Directors and External Auditor in office during the fiscal year 2007 for operations falling within that period.
- Board of Directors:
a) Appointment of a Director to replace Mr Jean-Marie Solvay, whose term of office is due to expire and, being re-eligible, has offered himself for re-election for a new term of office of four years.
It is proposed that the shareholders re-elect Mr Jean-Marie Solvay as Director for a period of four years. His term of office will expire immediately after the Annual Shareholders’ Meeting of May 2012.
b) Confirmation of the appointment of Mr Jean-Marie Solvay as independent Director within the Board of Directors (on the basis of the criteria to be satisfied to be deemed an independent Director – see the Corporate Governance report 2007, chapter 4.3.4.)
It is proposed that the shareholders confirm Mr Jean-Marie Solvay as independent Director within the Board of Directors.
During its meeting of March 3, 2008, the Works Council of Solvay S.A. Brussels was informed about it, according to the article 524 of the Code of Companies.
- Any other business.
Extraordinary shareholders' meeting : Agenda
I. Special report of the Board of Directors
Amendments to the articles of association
2.1. Article 10 b: acquisition and/or cancellation of the company’s own shares in order to avoid a serious and imminent threat to the company
It is proposed that the Extraordinary Shareholders’ Meeting renews for a further period of three years, to take effect from the date of publication in the Annexes to the Belgian Official Journal of the shareholders’ decision of May 13, 2008, the authorisation granted to the Board of Directors to acquire, exchange and/or cancel on the stock market or in any other way, the company’s own shares in order to avoid a serious and imminent threat to the company.
In article 10 b, the date of June 2, 2005 would be replaced by that of May 13, 2008.
2.2. Article 10 c: acquisition on the stock market of the company’s own shares
It is proposed that the Extraordinary Shareholders’ Meeting renews for a further period of 18 months, to take effect from the general meeting of May 13, 2008, the authorisation granted to the Board of Directors to acquire or cancel on the stock market the company’s shares, up to a maximum of 8,470,000 shares, to cover the company’s stock option commitments.
In article 10 c, the date of May 9, 2006 would be replaced by that of May 13, 2008.