Shareholders overwhelmingly support the creation of two independent companies

Shareholders overwhelmingly support the creation of two independent companies - Solvay and Syensqo

Press releaseRegulated information

Shareholders overwhelmingly support the creation of two independent companies - Solvay and Syensqo

Brussels, December 8, 2023 , 14.30 CET

Solvay SA/NV held its Extraordinary General Shareholders’ Meeting in Brussels with record shareholder participation. All proposed resolutions were massively approved by shareholders, including the company’s partial demerger. With this clear and positive outcome, the separation of Solvay into two independent companies, the new Solvay and Syensqo, is now confirmed and will be effective at midnight.

Nicolas Boël, Chairman of the Board, highlighted the historical decision made at the meeting today: “This moment marks the culmination of the profound re-organisation that Solvay has undergone in recent years under the leadership of CEO Dr. Ilham Kadri. This transformational project of creating two new industry champions, which we began 18 months ago, has been possible due to the tremendous efforts and commitment of our teams who have consistently delivered strong results for our stakeholders. Importantly, both companies begin their independent journeys with strong balance sheets which will support their future growth.

In a world of perpetual change, the status quo is never an option. As the G.R.O.W strategy delivered on its targets ahead of schedule, the Board took the bold step to initiate the next stage of Solvay’s transformation in its 160-year journey. The creation of two independent companies will unlock further value to our stakeholders. It will sharpen our strategic focus, bring new growth opportunities, allow us to allocate capital more efficiently, and build even stronger foundations for the future.”

“I would like to thank the shareholders and board members for their trust and overwhelming support in this ambitious new chapter for the history of the company, as well as our teams who made it happen. I am delighted to be able to lead Syensqo to explore new frontiers to create the chemistry and technologies needed to advance humanity as well as accelerating its growth. I also wish Philippe Kehren great success in leading the new Solvay to maximize profitability and sustain strong cash generation and returns.” said Ilham Kadri, CEO of Solvay.

Details of the votes and the presentations of the Chairman Nicolas Boël and of the CEO Dr. Ilham Kadri are available in the Investor Relations section of Solvay’s website.

Syensqo’s listing on Euronext Brussels and Euronext Paris (under ticker “SYENS”) will begin at market opening at 9:00 a.m. (CET) on Monday, December 11, 2023 .

Important legal information

This press release is for informational purposes only and is not intended to, and does not, constitute an offer or invitation to sell or solicitation of an offer to subscribe for or buy, or an invitation to purchase or subscribe for, any securities of Solvay or Syensqo SA/NV (“Syensqo”), any part of the business or assets described herein, or any other interests or the solicitation of any vote or approval in any jurisdiction in connection with the transactions described herein or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. This press release should not be construed in any manner as a recommendation to any reader thereof.

This press release is not a prospectus or other offering document for the purposes of Regulation (EU) 2017/1129 of June 14, 2017 (as amended, the “Prospectus Regulation”), and the allocation of shares of Syensqo to Solvay’s shareholders as part of the contemplated partial demerger of Solvay will be carried out in circumstances that do not constitute “an offer of securities to the public”within the meaning of the Prospectus Regulation. Syensqo has prepared a prospectus for purposes of the admission to trading of Syensqo’s shares on the regulated markets of Euronext in Brussels and Paris in connection with the partial demerger of Solvay. The constituent parts of the prospectus (i.e., the registration document and a supplement thereto, the securities note and the summary of the prospectus) are available to investors at no cost on the corporate websites of Syensqo (www.syensqo.com/en/investors/spinoff) and Solvay (www.solvay.com), as well as at the registered office of Syensqo, at Rue de la Fusée 98, 1130 Brussels, Belgium. The approval of each constituent part of the prospectus by the Belgian Financial Services and Markets Authority (the “FSMA”) should not be understood as an endorsement of the shares of Syensqo to be admitted to trading on the aforementioned regulated markets.

The distribution of this press release may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes, should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This press release is directed solely to persons in the United Kingdom who (i) have professional experience in matters relating to investments, such persons falling within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Financial Promotion Order or (iii) other persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) may lawfully be communicated or caused to be communicated, (all such persons together being referred to as “relevant persons”). This press release is directed only to relevant persons and must not be acted on or relied on by persons who are not relevant persons.

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