9. Items to be disclosed pursuant to Article 34 of the Belgian Royal Decree of November 14, 2007
According to Article 34 of the Belgian Royal Decree of November 14, 2007, the Company hereby discloses the following items:
9.1. Capital structure and authorizations granted to the Board
As at December 21, 2015, the capital of the Company amounted to € 1,588,146,240 represented by 105,876,416 ordinary shares with no par value, fully paid up.
All Solvay shares are entitled to the same rights. There are no different classes of shares.
9.2. Transfer of shares and shareholders’ arrangements
Solvay’s by-laws do not contain any restriction on the transfer of its shares.
The Company has been informed that certain individual shareholders who hold shares directly in Solvay have decided to consult one another when questions of particular strategic importance are submitted by the Board of Directors to the Shareholders’ Meeting. Each of these shareholders, however, remains free to vote as he or she chooses. None of these persons, either individually or in concert with others, reaches the initial 3% transparency notification threshold.
Solvay is not aware of any other voting agreements among its shareholders or of the existence of a concert between its shareholders.
9.3. Holders of securities with special control rights
There are no such securities.
9.4. Control mechanism of any employee share scheme where the control rights are not exercised directly by the employees
There is no employee share scheme with such a mechanism.
9.5. Restrictions on the exercise of voting rights
Each Solvay share entitles holders thereof to exercise one vote at Shareholders’ Meetings.
Article 11 of the Company’s by-laws provides that the exercise of voting rights and other rights attached to shares that are jointly owned, or of which the usufruct and bare ownership rights have been separated or which are pledged, are suspended pending the appointment of a single representative to exercise the rights attached to the shares.
The voting rights attached to the shares in Solvay held by Solvay Stock Option Management are, as a matter of law, suspended.
9.6. Appointment, renewal, resignation and dismissal of directors
The by-laws of the Company provide that the Company is to be managed by a Board of Directors composed of no less than five members, their number being determined by the Shareholders’ Meeting (Article 14).
Directors are appointed by the Shareholders’ Meeting for four years (and may be reappointed).
The Board of Directors submits directors’ appointments, renewals, resignations or dismissals to the Ordinary Shareholders’ Meeting for approval. It also submits to such Shareholders’ Meeting the vote on the independence of the directors fulfilling the related criteria, after informing the Works’ Council of the same. It first seeks the prior advice of the Nominations Committee, whose mission is to define and assess the profile of any new candidate using the criteria of appointment and of specific competences it sets.
The Ordinary Shareholders’ Meeting decides on proposals made by the Board of Directors in this matter by a simple majority.
When a directorship becomes vacant during a term of office, the Board of Directors may appoint a new member, subject to ratification by the next following Ordinary Shareholders’ Meeting.
9.7. Amendment of Solvay’s by-laws
Amendments to the Company’s by-laws require a resolution of the Shareholders’ Meeting, provided that at least 50% of the share capital or Solvay is present or represented at the meeting and, in principle, a majority of 75% of the votes cast.
If the attendance quorum is not met at the first Extraordinary Shareholders’ Meeting, a second Shareholders’ Meeting can be convened and will decide without any attendance quorum having to be reached.
For certain other matters (e.g. amendment of the purpose of the Company), higher voting majorities may be applicable.
9.8. Powers of the Board of Directors, in particular to issue and buy back shares
9.8.1. Powers of the Board of Directors
The Board of Directors is the highest management body of the Company.
It is entrusted with all the powers that are not reserved, by law or by the by-laws, to the Shareholders’ Meeting.
The Board of Directors has kept responsibility for certain key areas for itself and has delegated the remainder of its powers to an Executive Committee (further detailed in the Charter).
In all matters for which it has exclusive responsibility, the Board of Directors works in close cooperation with the Executive Committee, which in particular is responsible for preparing most of the proposals for decisions by the Board of Directors.
9.8.2. The Board’s authorizations to issue and buy back shares
The Board of Directors was authorized, until December 31, 2016, to increase the registered capital by contributions in cash that amount to a maximum of € 1.5 billion, of which a maximum amount of € 1,270,516,995 will be allocated to the account “capital” and the remainder to the account “issuance premium” in the framework of the acquisition of Cytec industries Inc. Such acquisition was completed on December 9, 2015 and in order to finance part of it, the Board of Directors proceeded with a share capital increase for an amount of € 317,629,245 by issuing 21,175,283 new ordinary Solvay shares, with an issuance premium of € 1,182,216,050. This special authorization is therefore no longer relevant.
The Shareholders’ Meeting has currently not authorized the Board of Directors to acquire or dispose of Solvay’s own shares.
9.9. Significant agreements or securities that may be impacted by a change of control on the company
The Ordinary Shareholders’ Meeting of May 10, 2016 approved the change of control provisions relating to the December 2015 euro-denominated senior and hybrid bonds and the USD-denominated senior notes issued to finance the acquisition of Cytec and the general corporate purposes of the Solvay group.
9.10. Agreements between the Company and its directors or employees providing for compensation if directors resign, are good leavers or in the case of a public takeover bid