Proposal to appoint two new independent directors to strengthen financial and governance expertise and enhance diversity

Solvay today announced that it has published materials for its next Ordinary General Shareholders’ Meeting, which will be held on Tuesday May, 10, 2022 in Brussels, at 10.30 a.m. CEST. All documents relating to this meeting are now available on www.solvay.com.

Main agenda topics submitted to shareholders’ approval

Shareholders will be asked to vote on a number of resolutions, including the approval of the financial statements for the financial year 2021, the discharge to be given to the directors and the statutory auditor, the remuneration report and the new remuneration policy.

The Board will also propose to approve a total gross dividend of €3.85 per share. 2021 marks another year of significant progress in Solvay’s transformation journey, achieving its G.R.O.W. strategic targets three years ahead of plan, with 4% annual EBITDA growth since 2019,  a Free Cash Flow conversion ratio over 30% and a 11% ROCE level. The company today is stronger on all fronts, reaching record levels in EBITDA, net profit and returns, while overcoming significant increases in raw material and energy costs.  

Shareholders will also be asked to approve changes to the Board of Directors, including the appointment of two new independent director nominees, Ms. Laurence Debroux and Mr. Pierre Gurdjian for a four year term. The additions of Ms. Debroux and Mr. Gurdjian will strengthen the Board’s financial and governance expertise while enhancing the diversity of the Board. 

Ms. Debroux brings to the Solvay Board significant CFO and senior executive experience at several listed companies including Heineken, JCDecaux and Sanofi, as well as her deep knowledge of finance, IT, strategy and business development. Ms. Debroux currently serves as a board member of Novo Nordisk, Exor N.V. and of Juventus Football Club S.p.A

Mr. Gurdjian brings unique experience as a Senior Partner at McKinsey & Company as well as his deep knowledge of governance, and corporate social responsibility. He is a co-founder of Belgium’s 40 under 40, an initiative fostering a new generation of young societal leaders. He is also President of the Board of the Free University of Brussels (ULB) and a member of the board of UCB and Lhoist. 

In reference to the current Board mandates, Mr Gilles Michel and Mr. Matti Lievonen will be proposed for renewal of a four-year term.  Ms. Rosemary Thorne will be proposed for renewal of a one year term to ensure the smooth transition of her Board duties, particularly her role as Chair of the Audit Committee.  Mr. Philippe Tournay has decided not to renew his mandate and will step down from the Board.

Nicolas Boël, Chairman of Solvay’s Board of Directors commented, “On behalf of the Board of Directors, I would like to thank Mr. Philippe Tournay for his significant contributions. We are pleased to propose the appointment of Ms. Laurence Debroux and Mr. Pierre Gurdjian and are confident that their experiences will further enhance the Board’s effectiveness at the service of Solvay’s continued future development.”

 

Shareholders will also be asked to vote for the appointment of Ernst & Young as new statutory auditor since the mandate of Deloitte expires at the end of this general meeting.

Meeting information

The meeting will take place at 10:30 CEST, at the Square Brussels Meeting Center, Mont des Arts B-1000 Brussels.

Only shareholders of Solvay SA who are officially recorded as such on April 26, 2022 at 12.00 p.m. CEST will have the right to participate and vote at the meeting on May 10, irrespective of the number of shares they hold on the day of the meeting. 

Shareholders who wish to participate at the meeting, either in person or digitally, should declare their intentions no later than on May 4, 2022 and are required to follow the instructions indicated in the convening notice available on www.solvay.com.

The meeting will be organized in hybrid mode, both in person and digitally. Accordingly, shareholders will be able to attend the meeting physically or to exercise their rights either by granting a proxy or by participating and voting digitally in a live and interactive manner via the Lumi's AGM+ platform (https://lumiagm.com/). Additional details are available in the convening notice available on www.solvay.com.

Although the digital platform enables live interaction, shareholders are strongly encouraged to submit their questions in writing prior to the meeting, as this will help to ensure that answers provided at the meetings are as comprehensive and pertinent  as possible. All questions can be addressed to ag.solvay@solvay.com by May 4, 2022 the latest.

Visit the Shareholders’ Meeting dedicated page for more details regarding the agenda, the admission conditions and voting methods.

 

About Solvay

Solvay is a science company whose technologies bring benefits to many aspects of daily life. With more than 21,000 employees in 63 countries, Solvay bonds people, ideas and elements to reinvent progress. The Group seeks to create sustainable shared value for all, notably through its Solvay One Planet roadmap crafted around three pillars: protecting the climate, preserving resources and fostering a better life. The Group’s innovative solutions contribute to safer, cleaner, and more sustainable products found in homes, food and consumer goods, planes, cars, batteries, smart devices, health care applications, water and air purification systems. Founded in 1863, Solvay today ranks among the world’s top three companies for the vast majority of its activities and delivered net sales of €10.1 billion in 2021. Solvay is listed on Euronext Brussels and Paris (SOLB). Learn more at www.solvay.com