Solvay Consent Disclaimer

IMPORTANT NOTICE

FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN “U.S. PERSONS” (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

MiFID II professionals / ECPs-only / No EEA or UK PRIIPs KID – Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA or UK PRIIPs key information document (“KID”) has been prepared.

IMPORTANT: The written materials following this page including the consent solicitation memorandum (the “Consent Solicitation Memorandum”), are made available by Solvay SA (the “Existing Issuer”) to all holders of the Bonds (as defined in the Consent Solicitation Memorandum), subject to each such holder providing confirmation to the Existing Issuer that, among other things, such holder is (a) located and resident outside the United States and not a U.S. person (as defined in Regulation S under the Securities Act) (a “U.S. person”) and is not acting for the account or benefit of any U.S. person, (b) not a retail investor (as defined in the Consent Solicitation Memorandum) and (c) otherwise a person to whom the relevant Consent Solicitation(s) (as defined in the Consent Solicitation Memorandum) can be lawfully made and that may lawfully participate in the relevant Consent Solicitation(s). By reading or accessing the written materials following this page and/or making any other use of such written materials, you confirm (in addition to giving the confirmations set out below) the foregoing and agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from the Solicitation Agents, the Information and Tabulation Agent (each as defined below) and the Existing Issuer or as a result of such acceptance and/or access and/or use. Only holders who have provided such confirmation are authorised to access, receive or review the written materials following this page or to participate in one or more of the Consent Solicitations made thereby.

NOTHING IN THE WRITTEN MATERIALS FOLLOWING THIS PAGE OR THE ELECTRONIC TRANSMISSION THEREOF CONSTITUTES OR CONTEMPLATES AN OFFER OF, AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION. THE BONDS HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE BONDS MAY NOT BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.

THE WRITTEN MATERIALS FOLLOWING THIS PAGE MAY NOT BE FORWARDED OR DISTRIBUTED, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE WRITTEN MATERIALS FOLLOWING THIS PAGE, IN WHOLE OR IN PART, IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE NOT PROVIDED THE EXISTING ISSUER WITH THE CONFIRMATIONS DESCRIBED ABOVE AND IN THE IMMEDIATELY FOLLOWING PARAGRAPH OR HAVE GAINED ACCESS TO THE WRITTEN MATERIALS FOLLOWING THIS PAGE CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED TO PARTICIPATE IN ANY OF THE CONSENT SOLICITATIONS DESCRIBED IN SUCH WRITTEN MATERIALS.

Confirmation of your Representation: By reading or accessing the written materials following this page (including the Consent Solicitation Memorandum) and/or making any other use of such written materials, you confirm, represent, warrant and agree with each of BNP Paribas, Citigroup Global Markets Europe AG, Morgan Stanley & Co. International plc and MUFG Securities (Europe) N.V. (together the “Solicitation Agents” and each a “Solicitation Agent”), D.F. King Ltd. (the “Information and Tabulation Agent”) and the Existing Issuer that:

• you are a holder or a beneficial owner of some or all of the Bonds of one or more Series (as defined in the Consent Solicitation Memorandum) issued by the Existing Issuer and listed in the table on pages 3 and 4 of the Consent Solicitation Memorandum;
• you are not a U.S. person, and are not acting for the account or benefit of any U.S. person, and that you are not located or resident in the United States;
• you shall not pass the Consent Solicitation Memorandum and/or the other written materials following this page to third parties or otherwise make the Consent Solicitation Memorandum and/or the other written materials following this page publicly available;
• you are not, and any beneficial owner of any Bonds you represent or are acting for the account or benefit of, in each case on a non-discretionary basis, is also not an EEA retail investor; where “EEA retail investor” means a person who is one (or both) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended or superseded, “MiFID II”) or (ii) a customer within the meaning of Directive 2016/97 (as amended or superseded, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II;
• you are not, and any beneficial owner of any Bonds you represent or are acting for the account or benefit of, in each case on a non-discretionary basis, is also not a UK retail investor, where “UK retail investor” means a person who is one (or both) of (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (the “EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA;
• you are not located or resident in Belgium or, if you are located or resident in Belgium, you are not a consumer within the meaning of Article I.1 of the Belgian Code of Economic Law (Wetboek van economisch recht/Code de droit économique), as amended;
• you are otherwise a person to whom it is lawful to send the Consent Solicitation Memorandum;
• you consent to delivery of the Consent Solicitation Memorandum by electronic transmission to you;
• you are not a Sanctions Restricted Person (as defined in the Consent Solicitation Memorandum); and
• you have understood and agreed to the terms set forth on this page.

The written materials following this page have been made available to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Existing Issuer, the Solicitation Agents, the Information and Tabulation Agent or any person who controls, or any director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any difference between the written materials following this page distributed to you in electronic format and the hard copy versions available to you on request from the Information and Tabulation Agent.

Nothing in the written materials following this page constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to purchase or sell any security in any jurisdiction.

If any Bondholder is in any doubt as to the action it should take, it is recommended to seek its own financial, legal, regulatory or other advice, including as to any tax consequences, from its broker, bank manager, solicitor, accountant, independent financial adviser authorised under the Financial Services and Markets Act 2000 (if in the United Kingdom) or other appropriately authorised financial adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the relevant Consent Solicitation(s) or otherwise vote on the relevant Proposal(s) (each as defined in the Consent Solicitation Memorandum).

The written materials following this page and any other documents or materials relating to the Consent Solicitation are not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the FSMA. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”) or within the definition of investment professionals (as defined in Article 19(5) of the Financial Promotion Order) or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

The Consent Solicitation Memorandum does not comprise a prospectus for the purposes of Regulation (EU) 2017/1129 or Regulation (EU) 2017/1129 as it forms part of domestic law in the UK by virtue of the European Union (Withdrawal) Act 2018, as amended, and has not been approved by, filed with or reviewed by any commission or regulatory authority, whether national or foreign (including the United States), nor has any such entity issued any report regarding the accuracy or adequacy of the Consent Solicitation Memorandum.

The distribution of the Consent Solicitation Memorandum and the other written materials following this page in certain jurisdictions may be restricted by law, and persons into whose possession the Consent Solicitation Memorandum and/or the other written materials following this page comes are required by the Existing Issuer, the Solicitation Agents and the Information and Tabulation Agent to inform themselves about, and to observe, any such restrictions.