Solvay Tender Offer Disclaimer

IMPORTANT NOTICE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the written materials following this page and you are therefore required to read this disclaimer carefully before accessing, reading or making any other use of such written materials. By accessing, reading or making any other use of the written materials following this page, you agree (in addition to giving the representations below) 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 Solvay Finance (the “Offeror”), Solvay SA (“Solvay SA”), BNP Paribas, Citigroup Global Markets Europe AG, Morgan Stanley & Co. International plc and MUFG Securities (Europe) N.V. (together, the “Dealer Managers”) and/or D.F. King Ltd. (the “Tender and Information Agent”) as a result of such access. Capitalised terms used but not otherwise defined in this disclaimer shall have the meaning given to them in the Tender Offer Memorandum (as defined below).

THE WRITTEN MATERIALS FOLLOWING THIS PAGE DO NOT CONTAIN OR CONSTITUTE AN OFFER OF, OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR, SECURITIES TO ANY PERSON IN THE UNITED STATES OR ANY OTHER JURISDICTION. SECURITIES MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES ABSENT REGISTRATION UNDER, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITIES REFERRED TO IN THE WRITTEN MATERIALS FOLLOWING THIS PAGE 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 SECURITIES REFERRED TO IN THE WRITTEN MATERIALS FOLLOWING THIS PAGE 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 (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT).

THE WRITTEN MATERIALS FOLLOWING THIS PAGE MAY NOT BE DOWNLOADED, FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE WRITTEN MATERIALS FOLLOWING THIS PAGE MAY ONLY BE DISTRIBUTED OUTSIDE THE UNITED STATES AND TO PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO SEND SUCH WRITTEN MATERIALS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE WRITTEN MATERIALS FOLLOWING THIS PAGE IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THESE REQUIREMENTS MAY RESULT IN A VIOLATION OF APPLICABLE LAWS OF THE UNITED STATES OR OTHER JURISDICTIONS.

Confirmation of your representation: In order to be eligible to view, access, read or otherwise make use of the written materials following this page or make an investment decision with respect to the Offer (as defined below), you must be outside the United States and otherwise able to participate lawfully in the invitation by the Offeror to holders of its outstanding €500,000,000 Undated Deeply Subordinated Fixed to Reset Rate Perp-NC8.5 Bonds irrevocably guaranteed on a subordinated basis by Solvay SA (ISIN: XS1323897725) (the “Bonds”) to tender their Bonds for purchase by the Offeror for cash (such invitation, the “Offer”), on the terms and subject to the conditions set out in the tender offer memorandum (as it may be supplemented or amended from time to time, the “Tender Offer Memorandum”) including the offer and distribution restrictions set out on pages [12 and 13] (the “Offer and Distribution Restrictions”). By accessing, reading or otherwise making use of the written materials following this page (including the Tender Offer Memorandum) you represent to each of the Offeror, Solvay SA, the Dealer Managers and the Tender and Information Agent that:

• you are a holder or a beneficial owner of the Bonds;
• neither the electronic mail address that you have given to us and (if applicable) to which the Tender Offer Memorandum has been delivered nor the location from which you otherwise access the Tender Offer Memorandum and/or the other written materials following this page is located in the United States;
• neither you nor any beneficial owner of the Bonds, nor any other person on whose behalf you are acting, either directly or indirectly, is located or resident in the United States;
• you have not sent and will not send any copy of the Tender Offer Memorandum and/or the other written materials following this page via, and you have not used and will not use, directly or indirectly, the mails of, or a means of communication or other means or instrumentality of commerce or the facilities of a United States securities exchange in relation to the Offer;
• 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 a person to whom it is lawful to send the Tender Offer Memorandum or to make an invitation pursuant to the Offer in accordance with applicable laws, including the Offer and Distribution Restrictions;
• you are not a Sanctions Restricted Person (as defined in the Tender Offer Memorandum); and
• you consent to delivery of the Tender Offer Memorandum by electronic transmission.

The written materials following this page are 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 Offeror, Solvay SA, the Dealer Managers, the Tender and Information Agent or any person who controls, or is a 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 Tender and Information Agent, the contact details for which are on the last page of the Tender Offer Memorandum.

If you have recently sold or otherwise transferred your entire holding(s) of the Bonds, please inform the Tender Agent immediately.

Any materials relating to the Offer do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction requires that the Offer be made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

The written materials following this page may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000, as amended does not apply.

The written materials following this page are confidential and contain important information which should be read carefully before any decision is made with respect to the Offer. If any Bondholder is in any doubt as to the contents of the written materials following this page or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any financial, accounting and tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax, regulatory or legal adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender such Bonds pursuant to the Offer.

Restrictions: Nothing in these electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in the United States or any other jurisdiction in which such offer or solicitation would be unlawful.

The distribution of the written materials following this page in certain jurisdictions (in particular, the United States, the United Kingdom, France, Belgium and Italy) may be restricted by law. Persons into whose possession the written materials following this page come are required by the Offeror, Solvay SA, the Dealer Managers and the Tender and Information Agent to inform themselves about, and to observe, any such restrictions.

You are responsible for protecting against viruses and other destructive items. Your use of the written materials following this page is at your own risk. It is your responsibility to take precautions to ensure that the written materials following this page are free from viruses and other items of a destructive nature.