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Solvay Finance- Consent Solicitation - Launch

SOLVAY SA ANNOUNCES CONSENT SOLICITATIONS IN CONNECTION WITH THE PARTIAL DEMERGER

04 AUGUST 2023


Full announcement including disclaimers and offer restrictions available via Luxse


Solvay SA (a naamloze vennootschap/société anonyme) (the “Existing Issuer” and the “Company”) is separately inviting, and convening separate meetings (each, a “Meeting” and together, the “Meetings”) in respect of each Series of Bonds listed below (each a “Series” and together, the “Bonds”) for, holders of Bonds of such Series to consider and, if thought fit, approve, the relevant extraordinary resolution (in respect of each Series, the applicable “Extraordinary Resolution”) (such separate invitations together, the “Consent Solicitations” and in respect of each Series of Bonds, a “Consent Solicitation”).

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1. BACKGROUND TO THE PROPOSALS


The Company intends to separate the legal entities, assets and liabilities of the Solvay group into two independent

publicly traded companies, being:


(i) Solvay following completion of the Partial Demerger (“EssentialCo”), comprising the mono-technology

businesses in Solvay’s Chemicals segment, including Soda Ash, Peroxides, Silica and Coatis, and Special Chem

(the “Essential Businesses”); and


(ii) Specialty Holdco Belgium BV/SRL (registered with the Crossroads Bank for Enterprises (Kruispuntbank van

Ondernemingen/Banque-Carrefour des Entreprises) under number 0798.896.453 (RPM/RPR Brussels) and

expected to be renamed “Syensqo” and converted into a limited liability company (société anonyme/naamloze

vennootschap) prior to the Issuer Substitution Date) (“SpecialtyCo”), comprising Solvay’s Materials segment,

including its Specialty Polymers and Composite Materials business, its four growth platforms and the majority of

the Company’s Solutions segment, including Novecare, Technology Solutions, Aroma Performance and Oil &

Gas Solutions (the “Specialty Businesses”).


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