Shareholders' meeting 2009

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, 2009 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 12, 2009 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

  1. Management Reports on the operations of the 2008 fiscal year – External Auditor’s reports.
  2. Report on Corporate Governance.
  3. Consolidated accounts of the 2008 fiscal year.
  4. Approval of the annual accounts for the 2008 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 0.90 (net of Belgian withholding tax) interim dividend paid on  January 15, 2009, the balance of the dividend to be distributed amounts to EUR 1.30 EUR (net of Belgian withholding tax), payable as of May 19, 2009.
  5. Discharge to be granted to the Directors and to the External Operator for the operations of the 2008 fiscal year.
    It is proposed that the shareholders grant a discharge to the Directors and External Auditor in office during the fiscal year 2008 for operations falling within that period.
  6. Board of Directors:
    a) Appointment of a Director to replace Baron Hubert de Wangen, being 70 years old, who resigns his term of office as Director.
    It is proposed that the shareholders elect Baron Hervé Coppens d’Eeckenbrugge (see enclosed curriculum vitae) as non independent Director to replace Baron Hubert de Wangen.  His term of office will expire immediately after the Annual Shareholders’ Meeting of May 2013
    b) Appointment of a Director to replace Dr Uwe-Ernst Bufe, whose term of office is due to expire and being re-eligible, who will not seek re-election.
    It is proposed that the shareholders elect Mrs Petra Mateos-Aparicio Morales (see enclosed curriculum vitae) as Director to replace Dr Uwe-Ernst Bufe.  Her term of office will expire immediately after the Annual Shareholders’ Meeting of May 2013.
    c) Appointment of Mrs Petra Mateos-Aparicio Morales 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 2008, chapter 4.3.4.).
    It is proposed that the shareholders appoint Mrs Petra Mateos-Aparicio Morales as independent Director within the Board of Directors.
    During its meeting of April 6, 2009, the Works Council of Solvay S.A. Brussels was informed about it, according to the article 524 of the Code of Companies.
    d) Appointment of six Directors to replace Mr Aloïs Michielsen, Mr Christian Jourquin, Mr Bernard de Laguiche, Knight Guy de Selliers de Moranville, Mr Nicolas Boël and Mr Karel Van Miert, whose term of office is due to expire and, being re-eligible, has offered themselves for re-election for a new term of office of four years.
    It is proposed that the shareholders re-elect successively Mr Aloïs Michielsen, Mr Christian Jourquin, Mr Bernard de Laguiche, Knight Guy de Selliers de Moranville, Mr Nicolas Boël and Mr Karel Van Miert as Directors for a period of four years. Their term of office will expire immediately after the Annual Shareholders’ Meeting of May 2013.
    e) Confirmation of the appointment of Mr Nicolas Boël and Mr Karel Van Miert as independent Directors 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 2008, chapter 4.3.4.).  With respect to Knight Guy Selliers de Moranville, the criterion for independence is not fulfilled in the sense of the new articles 526 bis and 526 ter of the Companies Code which limit the independence for the first twelve years of office.
    It is proposed that the shareholders confirm Mr Nicolas Boël and Mr Karel Van Miert as independent Directors within the Board of Directors. 
    During its meeting of April 6, 2009, the Works Council of Solvay S.A. Brussels was informed about it, according to the article 524 of the Code of Companies.
  7. Any other business.

Extraordinary shareholders' meeting : Agenda

I. Special Report from the Board of Directors

Statutory modifications
2.1. Article 10 quater: acquisition on the Stock Market of the company’s own shares
It is proposed that the Extraordinary Shareholders’ Meeting grant to the Board of Directors, for a period of 5 years from the General Shareholders’ Meeting on May 12, 2009, authorization to acquire or transfer on the stock exchange the company’s own shares, up to a maximum of 16,940,000 shares specifically to cover Stock Option commitments.
Article 10 quater of the articles of association would then be replaced in the first section and in paragraph 2 of the 3rd section by the following text:
“1.  The Board of Directors is authorized to acquire on the stock exchange the company’s own shares for a period of five years counting from the General Shareholders’ Meeting of May twelfth two thousand and nine, of up to a maximum of sixteen million nine hundred forty thousand (16,940,000) shares, at a price between twenty Euro (20 EUR) and one hundred and fifty Euro (150 EUR).”
“The shares acquired by these subsidiaries will be attributed to the total of sixteen million nine hundred forty thousand (16,940,000) shares described in point 1.”
2.2. Article 13 bis: transparency of large holdings in Solvay
It is proposed that the Extraordinary Shareholders’ Meeting modify the voting rights thresholds at which shareholders are required in the near future to declare to the company and to the Banking, Finance and Insurance Commission, any crossing of these thresholds, going above as well as below.
Article 13 bis of the Articles of Association would then be replaced by the following text:
“1.  The physical or legal person who acquires shares in the company conferring voting rights in the general meeting, must declare, within legal limits, to the company and to the Banking, Finance and  Insurance Commission the number of shares that he owns, when the voting rights attached to these shares, alone or in concert as defined by law, crosses the threshold of three percent of the total existing voting rights.
It will be the same when the person required to make the initial declaration mentioned above, increases the number of shares with voting rights up to five percent and up to seven and one-half percent, and for each crossing of a threshold in multiples of five percent total of the existing voting rights.
This person will have to make the same declaration when at the end of the sale, the voting rights he holds, alone or in concert as defined by law, drops below the thresholds cited above.
2.  Any physical or legal person who, at the date of publication in the Annex to the Belgian Moniteur of the current article 13 bis, possesses shares with attached voting rights at the General Shareholders’ Meeting that cross, alone or in concert as defined by law, the threshold of three percent or seven and one-half percent of the total existing voting rights, must make a declaration to the company and to the Banking, Finance and Insurance Commission within 10 days of listing dated from the above publication. 
3.  Barring legal exemptions included in the thresholds stated above, no one can vote at the General Shareholders’ Meeting of the company a number of votes greater than that corresponding to the shares he declared in compliance with the law and the present articles of association, at least twenty days before the date of the above Meeting.”
2.3. Article 19 section 3:  Audit Committee
It is proposed to replace the reference to article 133 § 6 of the Commercial Code by a reference to article 526 bis of the same Code with regard to the obligation to have an Audit Committee.