Solvay Finance- Consent Solicitation - Termination (2029 Bonds)

SOLVAY SA ANNOUNCES THE TERMINATION OF THE CONSENT SOLICITATION IN RESPECT OF THE 2029 BONDS, THE CANCELLATION OF THE GENERAL MEETING OF HOLDERS OF THE 2029 BONDS AND ITS INTENTION TO EXERCISE ITS MAKE-WHOLE REDEMPTION OPTION IN RESPECT OF THE 2029 BONDS

05 SEPTEMBER 2023

Full announcement including disclaimers and offer restrictions available via Luxse

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1. TERMINATION OF THE CONSENT SOLICITATION IN RESPECT OF THE 2029 BONDS AND CANCELLATION OF THE GENERAL MEETING OF BONDHOLDERS IN RESPECT OF THE 2029 BONDS

As separately announced by the Existing Issuer on 4 September 2023, the Existing Issuer today gives notice to the Bondholders of (i) the termination of the Consent Solicitation in respect of the 2029 Bonds in accordance with the provisions of the Consent Solicitation Memorandum and (ii) the cancellation of the Meeting in respect of the 2029 Bonds which was scheduled to take place on 5 September 2023 in connection therewith. All Block Voting Instructions or Meeting Notifications in respect of the Consent Solicitation in respect of the 2029 Bonds will be deemed to be revoked automatically.

For the avoidance of doubt, no Early Participation Fee or Ineligible Bondholder Early Payment will therefore be payable by the Issuer to the Bondholders of the 2029 Bonds, including any Bondholders of the 2029 Bonds who have already submitted a Block Voting Instruction, Meeting Notification or Ineligible Bondholder Confirmation.

For the avoidance of doubt, the termination of the Consent Solicitation in respect of the 2029 Bonds and the cancellation of the Meeting in respect of the 2029 Bonds relates to the 2029 Bonds only. The general meetings of bondholders with respect to the €500,000,000 2.750 per cent. Fixed Rate Bonds due 2 December 2027 (ISIN: BE6282460615 / Common Code: 132419116) (the "2027 Bonds") and the €500,000,000 Undated Deeply Subordinated Fixed to Reset Rate Perp-NC5.5 Bonds (ISIN: BE6324000858 / Common Code: 222601410) (the "Hybrid Bonds") will still occur on 5 September 2023, as from 11 a.m. CEST (Central European Summer Time).

2. INTENTION TO EXERCISE THE MAKE-WHOLE REDEMPTION OPTION IN RESPECT OF THE 2029 BONDS

As separately announced by the Existing Issuer on 4 September 2023, the Existing Issuer intends to exercise the makewhole redemption option in accordance with the terms and conditions of the 2029 Bonds as set out in the prospectus dated 3 September 2019 (the "Conditions"). The redemption notice will be delivered as soon as reasonably practicable in accordance with the Conditions."

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SOLVAY ANNOUNCES EXTENSION OF THE EARLY INSRUCITON DEADLINE IN RESPECT OF THE CONSENT SOLICITATION

23 AUGUST 2023

Full announcement including disclaimers and offer restrictions available via Luxse

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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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