Share buyback

Authorization of the Extraordinary General Meeting of shareholders

The Extraordinary General Meeting of shareholders of May 12, 2020 gave the following authorization to the Board of Directors (article 9 of the articles of associations):

The company may, without prior authorization of the Shareholders’ Meeting, acquire its own shares at a unit price [which may not be more than ten percent (10%) lower than the lowest price of the last twenty (20) quotations preceding the transaction and which may not be more than ten percent (10%) higher than the highest price of the last twenty (20) quotations preceding the transaction]. The company must also comply with the price limits provided for in Articles 7:215 and following of the Code of companies and associations and Articles 8:2 and following of the Royal Decree implementing the Code of companies and associations.
This authorization extends to the acquisition of shares of the company by one of its direct subsidiaries, within the meaning and limits of Article 7:221, paragraph 1 of the Code of companies and associations.

The nominal value of the acquired shares, including those that the company would have acquired previously and that it would have in its portfolio and those acquired by a direct subsidiary within the meaning of article 7:221, paragraph 1 of the Code of companies and associations, may not exceed ten percent (10%) of the subscribed capital.

This authorization is valid for five years from the publication of the minutes of the Extraordinary Shareholders’ Meeting of May 12, 2020.

Decision of the Board of Directors

In November 2022, The Board unanimously decided to approve the launch of a share buy-back program to be implemented on Euronext Brussels in accordance with article 9 of the articles of association of Solvay SA for the purpose of meeting any delivery obligations of Solvay arising from a partial early vesting of good leavers’ grants under the terms and conditions of its Employer Share Purchase Plan.

The size of the program shall be limited to a maximum of 2,000 shares, to be acquired from time to time in one or several transactions, as required and for a maximum aggregate amount of  €200,000.

The buybacks under the program may take place within the time period running from November 7th 2022 to June 30th 2023.