Solvay SA (SOLB) Earnings Call Transcript & Summary

May 12, 2020

Euronext Brussels BE Materials Chemicals shareholder_meeting 153 min

Earnings Call Speaker Segments

Nicolas Boël

executive
#1

Ladies and gentlemen, dear shareholders and friends, allow me to welcome you to this ordinary as well as extraordinary general shareholders' meeting for the year 2020. I know many of you are following via your computer screen. In particular, I would like to greet Madame Solvay, our Honorary Presidents as well as my colleagues on the Board of Directors. You will agree with me to say that the circumstances of these general shareholders' meetings are quite exceptional. They are required because of health measures, and that's why we have decided to organize this meeting remotely, but we hope that it will be possible again very soon to see each other in real-life so that we can exchange views without these restrictions. Allow me to begin at this general shareholders' meeting with a profound but nevertheless, a positive thought for each of you, for your families and your loved ones. COVID-19 brutally confronts each person, each family with fragility and separation. For those who have a loved one in a hospital or in a care home, there is the added anxiety, the agony of not being able to care for them. For many of us, it is also the anxiety of the days to come. How are we going to overcome this virus and at what cost? Yet, as always, in these unprecedented circumstances, dedication to others, compassion and selflessness have expressed themselves in a remarkable and admirable way. Frontline health care professionals demonstrate to us every day at every moment what the Hippocratic Oath implies. For this, we thank them deeply. This crisis also shows us what the true values essential to humanity are: protection of life, health, solidarity and the bonds that unite us. This also applies to the Solvay Group. In China, more recently, in Europe and also in America, we have been working in isolation, and this for several months now. The offices are empty and contacts are limited as much as possible. Nevertheless, our factories continue to operate at the service of our customers. Our innovative projects and collaboration continue, thanks to technology. Friendly and social relations continue to develop no longer locally around the coffee machine, but virtually and also globally. The Solvay Spirit is always present. On behalf of the Board of Directors and on my own behalf, I would like to thank each and every employee of the Solvay Group regardless of his or her function, level or geographical location for his or her commitment, professionalism, solidarity and support during these last few months. We know that the weeks and months ahead of us will certainly be difficult. But it is with this spirit, this solidarity, and this will that we will emerge together and stronger. We have to play it by year, focus on the microscope, take difficult measures, which will certainly temporarily affect and impact many of the group's units. These measures are necessary to deal with the crisis we're going through. In this context, the group has undertaken to take social protection measures for all its global employees. Minimum coverage in the event of COVID-19-related sick leave, health coverage and temporary minimum wage coverage in the event of economic unemployment. At the same time, we need to think about what the group is going to look like after the crisis. Our strategy will have to be adopted. New opportunities and possibilities will emerge, and we will have to be flexible to take full advantage of them. Our group has a rich history, like any history, it is made up of summits, discoveries and collective achievements, but also of difficult journeys through wars and economic crises. Each time, the group has emerged transformed, stronger and more united because our group is resilient and strong. The Solvay Group is diversified, not only geographically, but also in terms of products and markets. This diversification enables it to absorb the impact of the crisis on a very broad sales foundation. Its cash flow, liquidity and reserves are solid and have been structurally built up in anticipation of more difficult times such as the one that we're experiencing. The Polyamide activities have been divested at the end of January, and it has enabled us to strengthen our cash position. Our investment-grade rating has been maintained by all 3 rating agencies. Resilient. All this is clearly reflected in the results of 2019. In this intensive and complex year, many sales markets had already started to decline. Nevertheless, we've kept our promises. The operating result is in line with our forecast. The free cash flow is structurally at a record level, and debts are clearly lower. We also made further progress in the area of sustainability, and this in line with our medium-term objectives. Safety, resource, efficiency, reduced greenhouse gas emissions, sustainable solutions, inclusiveness and diversity, these are all areas in which the group has reaffirmed its ambition and targets with renewed determination. These results are also the result of a reorganization of our management team, allowing alignment with the group's objectives. The role and mandate of each business unit is clearly defined and shared, with the customer in mind, and in the interest of the group. One Solvay. That's the name of our new business model. It will require cohesion as well as discipline around the objectives. We will also have to make sure that we collaborate fully in order to make it happen. Ilham Kadri is the architect and builder behind this project. On behalf of the Board of Directors, I thank her for her relentless commitment, her strength and also for keeping a cool head despite the difficulties. Regarding dividend, as you know, at its February meeting, the Board of Directors decided to propose to maintain it at last year's level in line with its dividend policy and in line with the stable results for 2019. But it is obvious that since February, the world has changed. The Solvay Group cannot remain indifferent to this upheaval, which despite our social measures, will have serious consequences for employees and their families. For this particular reason, Solvay has decided to set up COVID-19 solidarity fund. The donations will be used as a grant to employees of the group and their immediate families who are in great difficulties or in need as a result of the COVID-19 crisis. These include their health, their children's education, situations of unemployment or situations where social or health cover has been reduced or has ceased to exist. And this is particularly the case in those countries where social benefits are very little developed or even nonexistent. Known as the Solvay solidarity fund, this fund has been placed under the aegis of the King Baudouin Foundation. It will be funded by voluntary contribution from the Directors of Solvay, our CEO and members of the Executive Committee, the entire senior management team and any employee who wishes to contribute. Personally, as you know, I've decided to give up the next 6 months of my total compensation as Chairman of the Board to contribute to this fund. Senior management has decided to forgo 15% of its future remuneration for this year. Shareholders are an essential and indivisible part of our Solvay community. This is why the Board of Directors has decided to propose that you make a voluntary contribution to the solidarity fund by waiving 33% of the gross balance of your 2019 dividend. You have massively answered our call. I thank you from the very bottom of my heart. You have demonstrated that as in the course of its history, the shareholders of this group are at the very heart of its humanist values. In 2019, the work of the Board consisted, in particular, in assisting our CEO in the detailed review of the strategy developed together with the Executive Committee, which has led back in November to the announcement of the G.R.O.W. strategy. When this strategy was announced, the Board supported these changes and ensured that these changes in the organization and the mandates of the different GBUs were reflected in the compensation structure in order to achieve an effective alignment between mandate, objectives and results. Since the beginning of this year, the Board's activity has been strengthened to give our CEO and leadership team full support in tackling the COVID-19 crisis and making the best possible decisions. Regarding the composition of the Board of Directors, this year will be a year of significant change for the Board. As our longest-serving director, Jean-Marie Solvay, has decided not to seek reappointment. It is extremely difficult to summarize in a few words all that Jean-Marie has brought over all these years. Son of Jacques Solvay, CEO and then Chairman of the group, he initially pursued a career outside the group. But as soon as he joined the Board in 1991, he's set out to discover the group in depth. Around the Board top table, topics like research, innovation and the resulting strategic choices have been his main focus. Entrepreneur, man of action, passionate about science, he still embodies today the renewal of the International Institute of Physics and Chemistry. Of a rare humility, he contributed and still contributes to the scientific influence of Belgium in the world by continuing the work of our great-great-grandfather Ernest bringing together scientists from every culture and every background to advance science for the progress of humanity. Jean-Marie also embodies by virtue of his affiliation, the long-term family shareholder. It is thanks to him that the cohesion of the group's long-term reference shareholders has continued to this day. Dr. Jean-Marie, personally, I'm particularly sad today to have to say goodbye to you as we sit behind a screen. Ever since I arrived at the Board table, you've been an inspiration and an example and an unwavering support. For that, I thank you very much. In order to replace Jean-Marie, we suggest that you elect Mrs. Aude Thibaut de Maisières. She's Belgian, married to a Greek citizen. She lives in London. She graduated from Sorbonne, Columbia, and London School of Economics. She is bringing not only her international experience, but also an in-depth knowledge of different sectors, international finance, cultural fundraising, entrepreneurship and university research. Her areas of expertise of interest cover, in particular, strategy, innovation and human resources. She is going to introduce herself later on through a short video. At the end of this general meeting, the 2-year terms of office of the committees of the Board will expire. They will be renewed by making best use after rich and varied knowledge and experience of our Board members. The new composition of these committees can be found in our statement that will be attached to the annual report. Now regarding the stock exchange price, in 2019, the stock exchange price increased by around 18%, moving from EUR 87.32 at the end of 2018 to EUR 103.3, end of 2019. Since beginning of the year 2020, as you know, the share exchange price declined by 29%. It was a strong decrease of about 36% in Q1 due to the anticipated impact of the Boeing 737 MAX, the weakness of the car and oil and gas markets, but then it increased again by about 11% at the beginning of Q2, supported by strong results in Q1. To conclude, we will end with an extraordinary general meeting as announced last year in order to align our statutes and to bring them in line with the new company code. We will propose 2 measures of flexibility: The first is about the use of authorized capital, and the second is about the own share buyback. These proposals are in line with the market practice and were endorsed by the proxy agencies. And I would like to remind you of the fact that these provisions cannot be used defensively in the case of a takeover bid. To conclude, it is cohesion, experience and discipline that made responsiveness possible in the last few months. The Board is very close to the management, as you may imagine, and the Board is impressed by the strength, the robustness and the engagement of everyone in all sites, countries, GBUs and functions. And all this was driven by the impetus, the example and the control of Ilham and her Executive Committee. The months to come will not be easy. Be aware that we will go through these months with insight, engagement and trust. My special thoughts go to you and your loved ones. And I thank you again for your trust.

Michel Defourny

executive
#2

In accordance with Royal Decree number 4 of 9th of April 2020, regarding various provisions in terms of joint ownership and the corporate and association law in the framework of the fight against the COVID-19 pandemic, it was decided to change the procedures for organizing the general meetings of the 12th of May 2020. These meetings will take place without the physical presence of the shareholders and through video broadcast. The voting forms and proxy votes were disseminated on our website within the statutory deadlines. All questions related to the items on the agenda were posted in writing until the 8th of May, and today we'll receive an answer during these meetings. All the proxy votes and all the votes by mail have already been registered in the database. 59.73% of the shares are represented in this assembly. The results of the votes will be communicated in the course of this meeting.

Nicolas Boël

executive
#3

Thank you, Michel. And I appoint you, Michel, as the Secretary of the assembly. Amongst the shareholders, Mrs. Savina de Limon Triest and Mrs. Sandrine de Moerloose have accepted to be scrutineers, and they are present here on my left. This means that the quorum is established in accordance with article 39 of the statutes. The convening notices with the agenda were published in the Moniteur belge, L'Echo and De Tijd on the 10th of April. The holders of registered shares were convened by regular mail and by e-mail as well on the 10th of April 2020. The directors and auditors were also invited on the same date. The press release on the changes in the organization of the general meetings due to COVID-19 was published on Monday 27 of April as well as the voting -- the May voting documents and proxy votes on our website. The present assembly is, therefore, duly established. Agenda, the full text of the agenda was annexed to the convening notices, proxies, legal publications and was published on the Solvay website. I propose that we proceed point by point to this item. First item on the agenda. The management report on the operations of this fiscal year 2019, including the company governance statements and the auditor's report. The Board issued a management report on the operations of 2019, including the company governance statement with all the information required by law. All the necessary arrangements have been made in order to meet the legal obligations regarding the dissemination of the management report, the company governance declaration, the annual accounts and the auditor's report. We will make more detailed statement on the compensation report under Item 2 on the agenda. Against this background, I think we can decide not to read these report -- the management report. I remind you of the fact that the company governance statement is included in the annual report. It was also sent to all the registered shareholders by mail, with the convening notice to this assembly. And the holders of the materialized securities have seen these documents on our website. This report presents recommendations by Solvay according to the comply or explain principle. As you've noticed, we are in line with these recommendations. A commissioner's report. Counsel considered the auditors' report and had no specific comments. The auditor told me that there was no objection if we would not read this report, given the fact that it was widely circulated, which is canceled. In accordance with the provisions, the annual accounts, the management report, the company governance declaration, the auditors' report and the compensation report have been submitted to the Solvay SA Works Council on the 4th of May. The minutes of the meeting do not contain any specific remarks. Those who so want can ask for a copy. And I will now give the floor to Mrs. Ilham Kadri. And I think that we first have a short video. [Presentation]

Ilham Kadri

executive
#4

Thank you, Mr. President and Mr. Chairman. Ladies and gentlemen, Madame de Maisières, [Foreign Language], a very warm welcome to all of you, [Foreign Language]. I hope that you and your loved ones are well, safe and in good health. This is indeed a significant day in a very significant time. And I want to thank you all for joining us at this very first remote annual general meeting in our rich history. The Chairman of the Board and I would have loved to welcome you in person, but as you know, at Solvay, nothing is more important than the safety of all of our stakeholders. Yes, it has been 1 year since we last saw each other. And this assembly marks my very first anniversary of my official tenure as the CEO of the company. And dare I say, "Wow, what a year." We pushed through exciting projects. We overcame challenges in some markets. We delivered on our promises. And since the Chinese New Year of 2020, we have been managing an unprecedented global crisis. Some call it, by the way, the crisis of lifetime. This slide is a little bit busy, but well, so were we. In a nutshell, I would say that we have started to renew our enterprise foundation and in fact, to write a new chapter of this immortal brand. We brace to remain successful in a challenging business environment. Yes, 2019 was already a challenging year and the teams were laser-focused on cost, cash and customers while we paved our way forward by working on Solvay's structure, strategy and culture. So in 2019, we did our groundwork. We trained the muscle to prepare Solvay to create value to deliver for each stakeholders for many years to come, and we did so at exactly the right time because we have now a compass, giving us clear direction as we navigate through these extraordinary times. So yes, now more than ever, our purpose is our North Star. We always keep in mind why Solvay exists? Why the best talents want to join our group? And why our customers want to team up with us? Indeed, and who else and what else could have inspired us and me, personally, more than our founder, Ernest Solvay, who said, "From science will derive the progress of mankind." In 2019, we conducted the largest survey in Solvay's history, with employees, with managers, with customers, with shareholders, and other stakeholders to uncover his legacy, formulate what lies deeply rooted in our DNA, yet modernize it and accept that's what's brought us here today will not take us there where we need to go. Science and progress are our anchors. Whenever humanity needs us to make a step ahead, Solvay has been and will be there, especially in crisis situations. In fact, Solvay people told us that they want to reinvent progress because the form of progress, which has prevailed since the 19th century has been linear in its deployment with a huge impacts on climate, resources and biodiversity. That progress needs reinvention if we want to create a sustainable future for our children and their children. So the first question you may have in mind is, can we do it? And my answer to you is, yes, we can do it. So the impact has shown throughout its 157 years of existence, its ability to grow and adapt resisting 2 world wars, depression, recession and geopolitical upheavals and adapting to technological revolutions. You may also ask yourself, "Okay. This is commendable, but how are we going to reinvent progress?" And the answer lies in our purpose. We bond. I love that word. I love that word as it suits us so well. It conveys notions of alliance, strength collaboration and even chemistry, and you know that we love chemistry. Bonding helps us to raise the bar and to progress beyond. Bonding is helping us now as teams to face this crisis with courage and optimism. Bonding with our customers now more than ever is even opening up new opportunities, allowing us to take an active part in the fight against the pandemic and to prepare for the rebound. And as we embarked on our strategy review last year, we reflected on the key mega trends, which are going to shape the future growth humanity seeks. Trends related to electrification, lightweighting, resource efficiency, health care, digitalization and eco-friendly solutions are all here to stay. They are the fundamentals of today that are creating the world of tomorrow. The good news is the following: this opportunity represents more than EUR 150 billion of addressable markets for Solvay, and it is well aligned with our core expertise. So you may be wondering, is this all still valid in times of coronavirus? My own belief is, yes. Now more than ever, even though the trajectory may not be smooth or linear in the short term. Think about it. People need food, water and clean air to survive and Solvay enables that. People will drive again. They will travel again. They will want cleaner mobility and Solvay reinvents that. People need homes, electronic equipments and smart devices to be connected and Solvay's inside. People today are more aware about the importance of hygiene because just like there is no life without water, there is no sustainable life without hygiene and cleaning, and Solvay provides both. People are becoming more aware that chemistry and science are alive for everyday life. By the way, in good times and bad times. And Solvay can do it because innovation is our core. So based on this powerful mega trends, we built a group strategy, which can be roped up in one simple acronym, G.R.O.W., G-R-O-W. In short, grow will unleash Solvay's this full potential through a disciplined and differentiated approach in the way we manage 3 new business segments by identifying growth, cash and returns opportunities and aligning our investment decisions accordingly. And this is, as Mr. Chairman said, is enabled by a new operating model for our group as a whole, Solvay One. I will now elaborate on the strategic intent behind each reporting segments. G stands for growth and represents our material segment, which is a pure-play leader in advanced materials. Thanks to their exceptional properties, these advanced materials first lighten aircrafts and cars by replacing a heavier metal parts and therefore, improve fuel efficiency. They increase, for example, the safety and performance of batteries in electrical cars. Second, they help the connectivity of smart devices responding to the massive digitization, which accelerated during the current crisis. Third, they improve the effectiveness of health care as the population ages. Our materials, for example, make up the membranes that filter the blood of kidney patients or ventilators, for example, for COVID-19 patients. The mandate of this segment is to accelerate revenue growth through technology penetration and market share gain. We do this by using our best-in-class portfolio of specialty polymers, composite materials. And in fact, the synergy of both represented by our thermoplastic composites which, as you know, were launched in quarter 2 last year. So of course, the COVID crisis has temporarily impacted the automotive and aerospace and markets served by these segments. But this pause will soon make way for a rebound with innovations that are aligned to new ways of living. Let's move now to the R. The R stands for resilient cash generation in our mono-technology businesses, groups in the chemical segments. The segment comprises market-leading businesses, including our historical soda ash business, peroxides and silica, all of which operate in well-established and mature markets. In our homes, our communities and our industries, finding more efficient solutions to preserve scarce natural resources has become a vital necessity of these businesses. Like our Bicar cleans the air and our peroxide solutions disinfects our street and hard surfaces. Their mandate is to generate superior levels of cash flow. And as you know, cash is king in times of crisis and needed to fund growth, financial charges and dividends. Now the O stands for optimizing our Solutions segment, which comprises a mix of activities in niche markets. These activities run from mining, agriculture, food to fragrances and home and personal care. Their mandate is simple. They need to optimize their returns as some of these businesses are underperforming in terms of returns on capital employed, while others offer growth opportunities capitalizing on our technologies and expertise. And finally, the execution of this mandate is reinforced by the W for win, winning. We will win through our new operating model, Solvay One, putting the group's interest first at the service of optimum shareholder value creation. So what is Solvay One? Solvay One is a common platform to allocate our capital and resources to the best available opportunities in the group. It's how we groom and develop talents and future leaders to replace us successfully and how we put customers at the center of everything we do. We call it customer obsession. In fact, there are different facets to Solvay One. At the center lies, of course, our purpose, but there is also Solvay One Planet, which sets the frame for a new bold and innovative Solvay way in sustainable developments. Now as you know, we unveiled Solvay One Planet earlier this year. Sustainability lies very close to my heart personally. Clearly, business as usual is no longer an option, and this is reflected in our new strategy. We are adopting for the first time a holistic and inclusive approach taken into account our full impacts on the environment. As you can see in the slide, these 3 pillars addresses sets of the UN Sustainable Development goals and align our trajectory with the well below 2-degree C increase in the 2015 Paris Agreement for the very first time in our history. So Solvay One comprises a series of One Planet, comprises a series of ambitious objectives, which all aim for the good of the planet, the people and also the pockets. And I would like to highlight 3 of them that are particularly distinctive. First, we are pioneers in our industry with an ambitious target to reduce our pressure on biodiversity by 30%. In fact, and you read the news, these days, the science of pandemic suggests that most infectious diseases stem from animals. And when we disturb ecosystem, we jeopardize the fragile balance and allow the release of viruses sometimes with tragic consequences as we see today. Second, we have started to play an active part in the transition to a circular economy. The Ellen MacArthur Foundation endorse our approach, and we intend to leverage this partnership to more than double our revenues from renewable or recycled solutions by 2030. Finally, we are extending a 14-week paid maternity leave to 16 weeks for all co-parents worldwide, irrespective of their gender, and it speaks a lot to the mother I am. This places us among the world's most inclusive, welcoming companies for youth, and we can legitimately be proud of that. So to me, this COVID-19 crisis is another very loud wake-up call for us to urgently better protect life on Earth. And just like the mega trends which underpin our strategy, the COVID-19 crisis actually reinforces our Solvay One Planet's ambition because it makes the global quest for sustainability even more pressing. That is why together with 11 other industry leaders, I have recently pledged to take concrete action for a responsible relaunch of economic activity in a commitment initiated by Bertrand Piccard, the President of the Solar Impulse Foundation. Now looking around us today, the words attention has shifted so much since last year that it may feel a little odd to place emphasis on our 2019 results, but bear with me. Considering that these numbers are one of the key reasons for which the general assembly is convening today, I think we should all take a step back and, in fact, celebrate because we did well in a very challenging macro environment last year. First, we delivered on our financial and over delivered on our sustainability commitments against headwinds across our key end markets be it automotive, electronics and oil and gas. Solvay set last year an absolute record in free cash flow of EUR 801 million, of which EUR 606 million came from continuing operations. We also improved its phasing throughout the year while cash conversion increased to 80% -- to 28% from 22% in 2018. Our focus on cash and management's incentive change indeed paid off. This is a very, very good result. Our mitigation actions contain the pressure with efforts on pricing compensating for almost half of the volume decline. More importantly, they enabled us to meet our EBITDA guidance for the full year. Finally, we significantly reduced our debt by EUR 152 million and reduce our leverage ratio down to 2. In terms of environment and societal performance, we exceeded our objectives. Our greenhouse gas emissions came down by 5%. The percentage of sustainable solutions in our portfolio reached 53%. As for safety at work, I'm extremely proud to announce a new record for accident reduction, minus 18%. 2019 was probably the safest year in our history; however, I can be proud but never satisfied. We must continue to do everything in our power to reduce accidents to 0. And finally, 47% of our colleagues participated in social actions last year, up from 33% the prior year, thanks to our very first worldwide bonding initiative, we call the Solvay Citizen Day. This mobilized all our employees and many families, family shareholders around the theme of environmental protection. In this context, we have recommended a stable full year dividend of EUR 3.75 to you today at this general assembly. And you know that there is an exceptional story link to the -- to our dividend this year, but I'll come back to this at the end of my presentation. So the strong momentum of 2019 increased in the first quarter of 2020 as you may have seen in the results we just announced a few days ago. Our continued strategic focus on costs, cash and customers as well as the resilience of our businesses led to a strong performance -- financial performance, whose key features I will briefly outline for you now. So in fact, with the exception of temporary shutdowns in China, all our plants worldwide were up and running in the first quarter, as authorities consider our activities to be essential for our daily lives. Reported sales were down 4%, yet we managed to broadly maintain the EBITDA flat at EUR 569 million and increased our net profits by 4.5%. These results reflected good demand across many markets, such as health care, home and personal care, agro-food, feed and defense, which helps mitigate the headwinds in oil and gas and aerospace. Also, thanks to our pricing power and our disciplined cost management programs, our margin improved to 23%, up 0.8 percentage points. We also delivered EUR 50 million in cost savings, closing a legacy program 1 year in advance, just in time to help us navigate through this crisis. Our cash delivery reached a record of EUR 202 million, which is EUR 300 million more than the first quarter last year. I'm very pleased that this is the fourth consecutive quarter of positive free cash flow in the company. We also reduced pension liabilities by EUR 460 million in France and the United States in addition to EUR 114 million in the U.K. in quarter 4 2019. And obviously, we continue deleveraging our balance sheet. However, looking forward to the short term, there remains significant uncertainty around the impact COVID-19 will have on our businesses. So as you know, we withdrew our full year 2020 guidance originally shared on February 26. We will provide you on the market with a better view of the full year once visibility improves. We saw a clear decline in sales in April, and our order books for May and June indicate further deterioration. We are seeing pronounced declines in aerospace, oil and gas and automotive as well as softness in the pulp and paper and construction market segments. This is why we expect our quarter 2 performance to be substantially lower. So since March, we have been stress testing our businesses, getting closer to our customers and managing the order book with the Executive Committee on a daily basis. Therefore, we are implementing a series of measures to adapt to falling demand in some of our end markets. We won't dwell on the fact that short-term prospects for the global economy are grim, and the recovery will require patience. More importantly, we are facing this downturn with confidence. As I said, we've built the muscle and very concretely speaking, we have enhanced our financial robustness over the past 12 months. We delivered fourth consecutive quarters of strong free cash flow. We divested noncore technologies and use the proceeds to reduce our debts by EUR 700 million in the first quarter. We also tackled some structural pension liabilities, which have been weighing on us for more than a decade, leading to decrease our annual pension cash out by EUR 60 million in 2020. In fact, we have a solid balance sheet with ample liquidity reserves, which we increased to EUR 4 billion earlier in the year. Credit rating agencies took extensive rating actions on many companies in the last 2 months, as you know. We were pleased that both S&P and Moody's recognized Solvay's portfolio strengths, operational delivery and strong liquidity to confirm our ratings at existing level even though Moody's added a negative outlook. Financial solidity is not the only reason why we remain grounded as we entered into this crisis. In order to get our group through this and make sure we emerge in a good shape, if not stronger, we have set clear priorities. Some of them already prevail before the pandemic that is focusing, as you know, on safety and health, and also getting closer to our customers. So our very first concern as the virus started to spread was the health and safety of our employees. Nothing for us is more important than that. In fact, our experience in China gave us a head start in Europe and in the U.S. A COVID-19 crisis team has been meeting daily since January under the Executive Committee's and my leadership to adapt to the evolving situation and apply lessons learned worldwide. We quickly took a wide array of protective measures. First, by implementing strict barrier measures to safeguard those employees whose presence is absolutely necessary on site. Second, by making teleworking mandatory, wherever possible, actually ahead of local confinements policies. And I'm pleased to see that our actions seem to have paid off. Today, we have 9 colleagues infected with COVID-19, and I wish all of them a quick recovery. And 146 employees in quarantine, down from 369 peak in mid-March, which is another good news. We also acknowledge early on that the sanitary crisis would turn into an economic crisis, which we would need to manage while staying true to ourselves. This is why we created the safety net for all Solvay employees worldwide, as our Chairman explained, irrespective of where they live, be it in a country with an established welfare system, or not. Our commitment is threefold. We guarantee up to 1-month of salary to any employee who is on medical leave due to COVID-19 worldwide. We maintain full employee health benefit in all circumstances throughout the crisis. We guarantee 70% of gross monthly base pay for up to 3 months in case of furlough. In addition, we stepped up our efforts in internal communication making the best use of technology to stay in touch with our people and address their concerns. In fact, our Internet has been buzzing with initiatives, and I have personally held weekly webcast open to all employees. During which, of course, I've responded to all of their questions in all sincerity and openness, as you can expect from me. In fact, we did much more than that. And when I say we, it's not us, the senior leadership team or me, personally. It's we, the Solvay people. Our colleagues have been rapidly mobilizing to provide critical product to combat the pandemic. Contribution to communities came from all regions and businesses around the world. In fact, I must confess, collecting the data you see here was by itself quite an exercise and a challenge. To date, we have been able to make contribution of the equivalent of 1 million bottles of hand sanitizer. Our people went out of their way, reinventing their job during long hours and during, in fact, their weekends, converting some of our facilities to produce hydroalcoholic gel, for instance, [ in cleansing or Mel ] in France. And here at our Brussels headquarters, we received a special permit to produce and bottle just this. Gels, we produce here in the headquarter for more than 200 hospitals, which was urgently needed to save lives. We supplied more than 700,000 liters of H2O2 per oxide for disinfection around the world. In Brazil, we donated hydrogen peroxide to the Curitiba municipality and we got a vibrant message of gratitude from the mayor. I invite you to check it out on YouTube. We also made donations in China, in Thailand. The latter in partnership with our customer, Dow Chemical. We handed out 350,000 masks to professionals who needed them most, knowing that we had secured the safety of our own employees. We donated 114,000 pieces of personal protective equipment for health care workers. And on some occasions, we even produced it ourselves like our composite material teams manufacturing aprons for medical staff from our packaging material. Such ingenuity, I just love it. We provided materials to support more than 6,700 reusable face shields, and I will come back to this in a minute. I was personally profoundly moved to see the spontaneous engagements of our teams, of the Solvay people, to see our purpose in action. Our purpose jump into action in the blink of an eye. And we were all very proud to share our initiatives on internal as well as social media, where indeed Solvay gained a lot of well-deserved attention. So Solvay people truly make a difference, and we like that, and they do so on many fronts for our customers also. Last month, you may have heard it. The U.S. government summoned Boeing to start manufacturing face shields for medical workers. Well, guess who Boeing turned to for help? Solvay, of course. And within days, we jointly developed a solution-based on our medical-grade specialty polymer called RADEL, which can be sterilized and can withstand aggressive disinfectants. Our agility also did wonders when we got an important order from a German company for one of our products entering into the production of remdesivir. You may know it, it's an antiviral drug, which got FDA approval for the treatment of COVID-19 just a few weeks ago. We managed also to triple our production of another more complex high-value compound for a new generation of testing kits, which are, as you may imagine, facing a spectacular surge in demand. Now not all my stories relate to medical equipments and pharmaceutical. You know Dyson, right? The New York Times called them the apple of appliances. They have developed, in fact, a new line of hair straighteners and they are using Solvay Hyflon & Ryton polymers. And here's another one. You may not know of MuRata. MuRata is a leading Japanese manufacturer of electronic components. Do you know that almost every piece of electronic equipment in the world has MuRata in it? And now almost every MuRata components has Solvay inside, and we like it. They offered to purchase and transfer inventory from Solvay's plant in Italy during the crisis to their facility in Japan to secure smooth access to our materials in spite of the virus expansion. And in doing so, they helped us further enhance our cash generation. I call it simply bonding in times of crisis. So ladies and gentlemen, these are a few real-world examples from Solvay, which illustrates the depth and the breadth of our expertise and customer relationships. They also show how we have secured the supply of our products that our customers depend on and that people depend upon every day. This is why our customers stressed us. This is why customers stick with us. So this brings me to sharing with you some of the wisdom, which we have acquired in this crisis, because as you know, exceptional times bring about exceptional opportunities to learn and learn and relearn. First, we are essential. Our people, our products are essential to our world citizens, to customers, to government, to communities. We literally enabled other customers saving lives. It may be self-evidence to you, to me, to all people who know and love Solvay, but this was solidly confirmed by the world's governments as none of our sites were shut down; of course, with the exception of a brief mandatory lockdown in China, as you know. Second, everywhere in the world, we leverage our global presence to serve communities and to bond with customers. Together, we invented novel solutions, including finding new sources of materials to keep operating. We also source mask, as you know, from one continent to another as the epicenter of the pandemic moved. Third, our crisis response team, and I'm very proud of them, has been fast and agile, learning best practices as the pandemic expanded from east to west, and this is the power of Solvay One. And finally, this pandemic has been a gigantic real-life test for new ways of working. I couldn't believe it. In fact, today, we have 10,000 employees teleworking, connecting every day from home. That's a new normal at Solvay. Actually, people who work shifts in factories have also changed their routine, realizing they don't need to be physically present all the time on-site or next to their equipment. And probably like all of you, we travel much less, which contributes to a more cost-effective way of working. So a few minutes ago, I told you that we had set a number of key priorities to get our group through this crisis. Number one will always be safety. The second is business continuity and focusing on customers and third is cash. As I have always said, we are focusing on what we can control. To me, what is absolutely vital in these unprecedented times is staying very, very close to our customers to understand and quickly match new demand patterns. Demand is driving our response in terms of production rates, workforce and capital expenditure, as you can see on this slide. Doing so, we still keep an eye on the telescope as we reserve 40% of our CapEx for research, innovation and growth projects. Also, some 5,000 of our Solvay employees have been on furlough as of May 4. And I know this is not easy, but it's imperative to get us through this sanitary and economical crisis. We continue, of course, to review all activities and to align structurally with the changing industry needs. And I know this is hard for many. But I asked our teams to do a few things. First of all, embrace the new reality. We are in a crisis, no doubt, a crisis, which is no longer just a sanitary crisis but also an economical one. Secondly, we need to redefine winning because winning in crisis times is different from winning in non-crisis time. Even though, as you know, Solvay remain a committed long-term company, but we need to manage the short-term challenges. There is no long term without a short term. And finally, you can count on us, and we will execute flawlessly. So having said that, we remain true to who we are. And this is, once again, where our new purpose kicked in. We needed to reinvent solidarity in the times of the coronavirus and do something for people who are starting to be exposed to hardship. As you know, the notion of care, solidarity and creating sustainable shared value for all as stated by our vision are part of our foundations. From the humanistic ideas of Ernest Solvay in the 19th Century to the Solvay Cares program in 2017, making employee benefits truly globally in our group to our new Solvay One Planet. Today, just today, we are going one step further we are progressing beyond. It's with the utmost pride and deep gratitude to all current and future donors that I would like now to talk to you about our Solvay Solidarity Fund, which is part of our Solvay One Planets pillar, better life. This fund will support whatever Solvay is present in the world, our employees and their families who experienced hardship due to COVID-19. As you know, social and medical coverage differ from country to country, and we want a quality and solidarity for our people. Let me share one example among many we have already. One American colleague has taken parental leave because he must take care of his son, who has a chronic respiratory disease possibly linked to COVID-19. The fund, for example, will bear the cost of the school materials necessary for distance education and temporary compensate for the loss of income in addition to what Solvay already does. And some people may just be short of time to take care of their elders. That's why we also created the mechanism and innovative mechanism inside the company from -- for time of donations between colleagues, and it's making progress. We have recently announced, and I'm extremely delighted that our fund will be administered by the King Baudouin Foundation, which has international reach and is highly respected around the world. They allowed us to be up and running in a record time, and I thank them for that. I'm also personally immensely proud of our senior leadership, and therefore, lower ship for foregoing, 15% of their compensation and donating it to the fund. Also, I'm thankful and privileged to work with a leader who knew that during exceptional times, there is no hesitation. I'm speaking, of course, about the Chairman of the Board, and thank you, Nicolas, your role model, what I call, [ Leaders Eat Last ]. I'm also thankful to the Board of Directors who unanimously approved the creation of these funds. And finally, my leadership and I are grateful to our family shareholders to Solvay and many private shareholders and to all of you who are connected and show their care through their generous contributions, which to date are in excess of EUR 15 million. We count on all those who have not joined us yet to do so soon. The gratitude I'm expressing here today resonates with the many marks and of appreciation that we have received from investors, suppliers, peers, the press, employee representatives. Look at these powerful words. We are leading by example. We are socially responsible. Our impressive action plan reinvents the concept of purpose and engagements. We can all be proud the Solvay Solidarity Fund is making all of us and all of you very special. Thank you. So as we are nearing the end of my presentation, I would like to sum it up by saying that's pretty much everything I have shared with you today in this very particular context hopefully brings you to the same conclusion. Solvay does stand out, and we are definitely worthy of your investments. So why invest? The COVID-19 crisis has further reinforced, if need be, our already strong ESG credentials. We have clearly demonstrated that we are essential to the world, universally recognized as such and able to make a true difference on diversified markets which gives our teams great confidence to navigate these exceptional times. Our confidence is further enhanced by our leadership position in more than 3/4 of our portfolio. We achieved best-in-class margins and generate strong resilient cash. And more importantly, today, I believe we are implementing all appropriate measures to get through this crisis without damage and possibly to emerge even stronger. And now allow me a very final thought before we proceed with the general assembly. Look at these beautiful pictures and this young women a colleague of ours. What I really love is the communicative enthusiasm you see in the brightness of her smile as she truly enjoys our first ever Global Citizen Day. Practically, every single site of the Solvay Group participated. And together, as we planted trees, cleaned our beaches or collaborate with local NGOs, we could feel the power of 24,000 hearts and minds coming together to do good for our communities and for the world. It is together also as One Solvay that we are bringing our purpose to life through crisis or boom times. As One Solvay, we are bonding with our customers with you, our shareholders, bonding together as teams to be at our best and to unleash the full potential of this great company, which deserves it. And you can count on us. Thank you very much, and as always, be safe.

Nicolas Boël

executive
#5

Thank you, Ilham, for that overview of all the different activities that Solvay is engaged in and linking everything together between the microscope and the telescope between the short term and the long term. [Interpreted] Now if you agree, we are going to move to the Q&A session. This year, the Q&A session will be slightly different because we will not be able to hear your questions here in the room. This will mean that the session will be limited to the numerous written questions we have received. All these questions will be annexed to the minutes of this general meeting with the recording of the answers that will be given now. During this Q&A session, I will group the questions thematically so that we can answer them in a smooth and more lively way. These questions can be grouped thematically. The first theme actually will be on the growth strategy, the pillars, the evolution, the future strategic choices. Then there will be specific questions regarding the future of Novecare, the future of the oil and gas activity or business with Solvay. And then, of course, the advanced materials activities, amongst which composites. And the second theme will be about our performance compared to that of our peers with the questions regarding the evolution of turnover, the total shareholders' return and the capital intensity. The third theme will be about sustainability. With Solvay, the approach, the mid-term targets and particularly given the activities we have in the materials, energy and mobility sectors. And then a few questions regarding the Solvay Solidarity Fund. Ilham?

Nicolas Boël

executive
#6

[Interpreted] Now the first question is how is the proceeds from the sale of Polyamide being received? And will the cash be used to reduce debt?

Ilham Kadri

executive
#7

We've received approximately EUR 1.2 billion net in January, following the sale of Polyamide. EUR 380 million was used to reduce pension obligations in France and EUR 80 million for pension in the United States. As I said in my presentation, this was in addition to our contribution of EUR 114 million in the U.K. in the fourth quarter of 2019. All these contributions amount for EUR 574 million, and this creates a lot of value for us by reducing our annual pension cash spend or cash out by over EUR 60 million a year beginning in 2020. The remainder of the proceeds reduced debt. And over term, the deployment of the proceeds from the divestment has us to de-risk by deleveraging debt and pension and to improve free cash flow generation substantially in line with the growth strategy. So these steps also helped to generate significant economic value with an internal rate of return exceeding 10% after tax, Nicolas.

Nicolas Boël

executive
#8

[Interpreted] Thank you, Ilham. A more technical question, but an important one, indeed, regarding the nonrecurring financial charges.

Ilham Kadri

executive
#9

I ask our CFO, Karim Hajjar to respond to this question.

Karim Hajjar

executive
#10

Of course, good morning. Thank you, Ilham. I think the question is quite technical and complex and is derived from the detailed submission. And maybe as a general point, we are a group with over 200 entities globally. And it is totally normal practice to adapt the capital structures of our entities when, for example, the tax rules changed in the country when the asset values change, the profits change, et cetera. Now in the specific case that we're alluding to here, the fact is that we recapitalized our entities in the U.S. by EUR 1.6 billion. And to do so, we affected a capital reduction in other entities in Luxembourg and in Belgium. These movements do not impact the group results. They're purely taking value from some entities in some countries and transferring that value to ensure that the financial statements, the balance sheets of each of our affiliates are sound and appropriate. This is essentially what happens, and this is a completely normal practice.

Ilham Kadri

executive
#11

Thank you. Thank you, Karim.

Nicolas Boël

executive
#12

[Interpreted] Thank you, Karim. Then there's a question. And a question, well, if it is possible to have shares versus -- offering shares versus cash for a dividend. My answer is no because today, the Board is not authorized, is not able to consider a scrip dividend. It has no authorization to trade with its own share. However, a resolution to grant this capability is part of the vote of today's AGM. It is then going to be one of the options to consider in the future. It's one of the possibilities for the Board in the future, but there is no project going in the sense today. And the second question, Michel, what is the cost of this meeting, the cost that we abandoned, project we had, we want to organize this event at the Square in Brussels. So could we give this money to a charity?

Michel Defourny

executive
#13

[Interpreted] Actually, there is no specific cost related to this meeting. There is no double costs because we were supposed to rent place. And the owner of the place accepted for us to postpone the payment and so the payments will be made next year when we organize the meeting there next year. So this question is a theoretical question at this stage.

Nicolas Boël

executive
#14

[Interpreted] Thank you, Michel. Now what about the strategy? Moving strategy? One investor is asking about the evolution of the revenues in the past 10 years, says that was -- remain quite stable. So what can be done in order to increase the revenues knowing that it can give the impression that we are not really making any progress. No, I will start by saying that Solvay of today is totally different from the company we were in 2009 because we still had the pharma, capital and plastic [ poll ] at that time. We started a transformation program - portfolio of transformation program. The idea was to improve the group's profitability and resilience by placing ourselves on markers where we could be a frontline actors. This process is still going on. What I wanted to say about the revenues is that at the time, if I remember correctly, the revenue was about EUR 7 billion. And this year, revenues -- or turnover was EUR 10 billion in 2019. But our EBITDA moved from EUR 1 billion -- EUR 1.5 billion to EUR 1.4 billion. This is because of the margins moved from 15% to 23% last year. Ilham, anything you would like to say about the future evolution and the future growth.

Ilham Kadri

executive
#15

Nicolas, to describe a bit the portfolio changes in the last decade. As you know, as you all know, we have now a new growth strategy and few innovation platforms, right, like the thermoplastic composites or batteries. I have only one ambition is to unleash with the team, the group's full potential. That's why I was hard. And I have begun by reshaping the group's strategy, the structure and the culture, which I described for you in my presentation. So very excited with the team to lead the company in the next chapter, Nicolas.

Nicolas Boël

executive
#16

[Interpreted] Thank you, Ilham. Next question. It's an investor who thinks that says, still considered as a diversified company. And well, the question is why do we still have the chemicals business?

Ilham Kadri

executive
#17

Well, listen, I've been in the job for 1 year. And my first duty was to make a due diligence of all businesses like if I would have bought these businesses or the company. We did a bottom-up exercise, a thorough one, to build our new strategy, which I would like you to notice that this is very different from the past in the basis that it has different strategic mandates for each businesses. There is no one size fits all. The chemical businesses or segments we are talking about will not really run for cash, nor the solution businesses were run for optimizing the returns. And this is the right thing to do because it's going to create value for the shareholders and let these businesses focus on their weakest and lowest performing KPI, which can increase the total shareholder return. About chemicals, as you know, we have leadership positions and competitive advantages in all businesses without exception. We're #1 in soda ash. We are #1 in peroxide. We are #1 in silica, HGS for tires, we're #1 in Coatis in Lat Am. And they have a consistent track record of cash generation. Over the past 5 years, for example, these businesses registered an organic growth of 9% in cash flow, 79% cash conversion and 27% EBITDA and returns are -- at WACC. So for now, we view cash generation from chemicals as an effective way to fund attractive growth opportunities in materials to fund dividends and continue deleveraging the balance sheet.

Nicolas Boël

executive
#18

[Interpreted] Thank you, Ilham. Shareholder would like to have your vision, your view for 2020 and the impact from COVID-19.

Ilham Kadri

executive
#19

Performance in the first quarter and the impact of COVID-19 was limited in quarter 1. As I said, publicly, we had to shut down for 2 weeks in China as the authorities extended the Chinese New Year across the country. This cost us more or less EUR 20 million, and we guided for EUR 25 million, by the way. So we were very close to that. But as you know, the impact is yet to come in quarter 2 and quarter 3. In April, as I said, we saw a substantial decline in sales and in our order books. Therefore, we expect quarter 2 to be substantially lower. Indeed, we are seeing pronounced decline in aerospace, oil and gas, auto, as you would expect, you can read in the press. And we are also experiencing some softness in market that we're probably a bit more resilient in quarter 1 like pulp or glazing, for example, for construction. And that explains our guidance. So we do not have enough visibility today to offer guidance for the full year, but we expect to provide you more direction as visibility improves.

Nicolas Boël

executive
#20

[Interpreted] Ilham, if we look at the company's performance in terms of KPIs, such as the total shareholders' return, it appears that were worse than our peers.

Ilham Kadri

executive
#21

Asking the question Nicolas is right. Solvay's total shareholder return, which I remind you all comprises dividends and share price movements, have lagged those of its peers for the past 10 years, and indeed, the EV over EBITDA or PE multiples are indicators that would suggest that the share price is undervalued. When I listen to investors during my roadshows and early in my tenure as a CEO, it is clear that there is a latent value potential ahead of us. And whilst, as you mentioned, earlier, Nicolas, EBITDA margins are amongst the best. Free cash flow generation and returns weighs on the valuation of Solvay. This would imply that the strategic focus on improving cash and returns will have a positive impact on the value. The good news is that I saw it as an opportunity from day 1 actually between you and me. So it has opportunity before even I joined the company. So I also shared that I was not happy with the passing and the phasing of the free cash flow generation in the company. And with the Executive Committee and the business presidents, we have put much effort in the past 12 months in order to manage with discipline, the working capital through the year, '19 and now quarter 1. We also change incentives accordingly, and it's paid off. So there is still a lot to do. This is a journey, and it's not a 1-year story. And there is a lot we can do to improve cash and returns and that is indeed the intent of our differentiated segment mandates within the growth strategy. Also, we will continue to repair the balance sheet and decrease the annual pension cash out, improved receivables, payables. We will continue improving our free cash flow generation and its conversion. It's likely to be, again, a multiyear journey with respect to going through the current crisis.

Nicolas Boël

executive
#22

[Interpreted] Shareholders say that if we look at the P&L and balance sheet, we also appear to lag peers. I'm not sure about the P&L, but it's the pace probably for the balance sheet.

Ilham Kadri

executive
#23

This cash generation was a laggard for many years, mainly because we have significantly higher cash spend related to financial charges, pension and environmental liabilities than our peers. This is not new. This is hopefully not a new news to you as this is the outcome of the history of the company and the acquisitions made over time, especially in the past decade. It's going to take time, but deleveraging and improving the balance sheet is part of our strategic road map. Very key. I remind you that the total underlying net financial debt plus the pension liabilities at the end of 2015 and was EUR 9.7 billion just after the acquisition of Cytec. And now at the end of quarter 2020, it was EUR 6.8 billion after the sale of polyamide assets at the end of January. This is 30% lower. So as you know, and for the first time in our history, we have now started to address the more structural pension issues as well. I'm very glad. I mean it's very innovative. Our teams have done a fantastic job. And as a result, our cash generation is starting to improve significantly. And this will become even more visible as we recover from the crisis. We also remind you that we made additional voluntary contribution to several plans. Quarter 1, I mentioned it in the United States and in the U.S., quarter 4 last year in the U.K. and this contribution of EUR 574 million are reducing our annual pension cash outs by almost EUR 60 million. And last point is that the MIRR, which is the modified internal rate of return, reflecting the cost and profitability of the projects of this contribution was compelling and exceeding our WACC of 6.7%. Finally, returns also weigh on the valuation. And this is a topic that is also being addressed by our growth strategy. As you know, we have created the old segments, grouping businesses, which we need to improve their returns over time. So in general, as you see, we have a number of levers that we can control, and we see a significant opportunity for improvements across the midterm, Nicolas.

Nicolas Boël

executive
#24

[Interpreted] Thank you, Ilham. Then there was a reference to a specific analyst report. Regarding Solvay's capital intensity and a question about the EBIT margins versus peers.

Ilham Kadri

executive
#25

And as you can expect from us, we always benchmark all of this and the solve performance against peers. As a matter of fact, looking at the last 3 years, Solvay's capital intensity is in line with the average of its peers at around 6% to 7% of sales. And CapEx depreciation stands at around one, in line with peers. So these are facts, and happy to share them with you off-line. To complete the picture, it's worth noting also that Solvay's EBITDA margin at 22% last year or 23% in quarter 1, around 5% points higher than its peers. And its operating cash conversion of 68% is about 2 percentage points better than its peers. However, as I mentioned earlier, the high pension cash cost weigh on Solvay's free cash flow conversion at 26%. And our growth strategy, as you know, by now, is about fixing debt, and we're making progress.

Nicolas Boël

executive
#26

[Interpreted] Now we will talk about the different businesses. The first question is about the risk assessment process in the M&A operations with one question about [indiscernible].

Ilham Kadri

executive
#27

[ The terro ] process and I investigated this when I joined the company for evaluating and considering any acquisition opportunity, and it includes a deeper review of the markets the trends, technology penetration, market leadership position, competitive environments, the growth potential and, of course, sustainability. Second, Nicolas, as you know, you know me, I like to learn from the past to shape the future. It has been with me forever. And with more than 50 M&As this group did in the past decade, there is a lot of learning. So we ran a post mortem, which was shared with the Board of Directors just recently. And there are great things we did, right? And things we could have done better. And this is why we do post mortems. So listen, going forward, in my seat, we will be very diligent and disciplined in all M&As to ensure, first of all, alignment with our strategy; second, the fit to our new culture and more than ever, that we -- the shareholder value will be our guiding post for future decisions.

Nicolas Boël

executive
#28

[Interpreted] Thank you, Ilham. If we now look at the materials platform, do you share Warren Buffett's view that difficult times our head for the airline industry. Will we still invest in research and innovation as well?

Ilham Kadri

executive
#29

[ To quote what ] Warren Buffett says as well. Let me set the stage first. As a group, the aerospace business makes up about 11% of our sales. Of this 11%, about 60% represents civil aircraft, 25% defense and 15% industrial, okay? So last year, we began to make structural improvements to the business by focusing on improving our operating efficiencies. I call operating efficiencies here the leverage between the top line and the bottom line, right? As we were not happy, I was not happy with how much money is flowing from the top line to the bottom line in the composite materials, and we've done fabulous progress in the past 12 months. Also, and as you know, in anticipation of the 737 MAX issues and grounding, we had already started to adapt our production in the fourth quarter last year to the changing needs of our customers in the aerospace industry. So personally, I agree with the sentiment of Warren Buffett on the airlines and anticipates additional headwinds, not only me, the International Air Transport Association, IATA forecast air passenger traffic to decline by 48% in 2020 versus 2019. So we are exploring additional areas of opportunity to optimize our footprint, for example, and we will continue to act decisively as circumstances dictate. And as I said earlier, we will drive again, and we will fly again, right? But the recovery will take time, and probably we will do it differently. Historically, just to give you perspective, aerospace has seen cyclical inflection points with a period of approximately 8 years, right, of good years. Over the last decade, we have experienced an unprecedented 11-year growth cycle. So cycles in this business are no surprise as the current management team has lived through several of them and came out stronger, and it makes me feel good that I have people who have already experienced crisis like this one. So listen, our portfolio is also well aligned with the new single aisle aircraft. Those are 820, 320, which should be in a higher demand once air travel begins to increase. We do not have as large position on the wide-bodies, such as the A350 or 380, where our competitors may have a larger share. And as you know, these aircraft may be actually slower to recover the big wide-bodies as international travel may take longer to return to normal following the crisis. And on innovation, in your question, to finish with, yes, innovation in materials is essential. I'm pleased that we launched 2 platforms, one related to thermoplastic composites, where we have a leading position. And the other one in battery materials for electrical vehicles, where we are making good progress and this is well aligned to our sustainability profile. So yes, we continue to invest in these platforms.

Nicolas Boël

executive
#30

[Interpreted] Now if we look at the Solutions segment, there are some questions related to your statement. You said that there's no sacred cow. And what's about Novecare? Is the sale considered from Novecare?

Ilham Kadri

executive
#31

And I confirm there are no sacred cows in the company or in our businesses. I didn't say it for any business. This is a generous statement. And we will always assess as a company whether we are the right owners of any business we have in hands. This is our duty, my duty as a CEO and the management team. As long as we believe we are the best owner, the best position to generate value from any business we have, we'll keep it, and we will work on improving profitability. The day we do not think this is the case anymore, we will look for strategic options, and we will not shy from it. And remember that we have strong resilient activities in Novecare outside oil and gas, as the question was about Novecare, serving other markets such as Agro coating, the creative coating, industrial coating, home and personal care. And these are high quality, resilient growing businesses, by the way, at low CapEx. And they have proven it in H2 last year, by the way, and certainly in quarter 1. So all in all, we like these businesses, and we are, at the moment, optimizing them for better returns.

Nicolas Boël

executive
#32

[Interpreted] Now sticking with Novecare, there's a question on the investment in Chemlogics and the impairment of last year? Well, as a reminder, I would like to remind our shareholders that the -- of the oil and gas activities made up activities stemming from the Rhodia acquisition for oil and gas, and that these activities generated a return beyond the capital return of Solvay between 2011 and 2018. So this is important for our vision and the future of our company.

Ilham Kadri

executive
#33

The oil and gas industry, as you know, has undergone a significant change in the past 18, 12 months. The investment thesis in unconventional oil and gas weakens, and many players in the value chain had experienced squeezed margins. And we've seen the value chain consolidating leading actually to massive write-offs in the value chain and increasing levels of unfinished wells, therefore, less stimulation and fracking businesses. Also, you may remember, for those who remember the value proposition of the acquisition that our value proposition with Guar Technologies coming from ex Rhodia, along with the Chemlogic formulation expertise was not desired anymore in the markets and customers were not willing to pay a premium for more environmental solutions. So our response when I came to the company with the team was to initiate a turnaround plan in mid-2019, which includes restructuring, simplification, cost measures and providing new solutions to our customers, offering, in fact, a lower total cost of ownership to them, and they like that. So we see the cost measures are having an impact. As we sustain 17% margin in 2019 for the solution business. And in quarter 1, if you look at the number, quarter 1 EBITDA margin in the Solutions segment actually increased to 17.4%. So that said, when fundamental changes occur in markets that reduce expected growth rate or profitability, then impairments are recognized, and this is what happened, simply what's happened. So remember also that unlike all other asset classes, IFRS does not permit the depreciation of goodwill and thus impairments are the only way to recognize value erosion of goodwill.

Nicolas Boël

executive
#34

[Interpreted] Thank you, Ilham. Can you comment on the deterioration of oil prices and its impact?

Ilham Kadri

executive
#35

Maybe an angle on the oil prices. Indeed, oil prices ended 2019 around $60 per barrel and now $25 or even less following the historical plummets. And IHS forecast, Brent prices is about $10 to $30 per barrel range for the rest of 2020. So as I mentioned before, this business has been in turnaround since mid-2019. I'm glad actually, we started this process before the significant price decline and the COVID-19 crisis starts in 2020. It now represents 4% of the group sales and has less impact into our bottom line. So again, there are no sacred cows in our business, and we will always assess whether we are the right owners. We remain open in that regard.

Nicolas Boël

executive
#36

[Interpreted] About environmental aspect and about oil and gas. Some are asking if unconventional oil and gas business fits to the Solvay portfolio.

Ilham Kadri

executive
#37

And more now, as we reflected it into our one planet plan, its objectives I shared with you a few minutes ago. I don't want to make any judgments on past M&As, right? And the way I see it is very simple. I simply inherited of assets, and these are part of Solvay today. My role with the Executive Committee and our senior leadership is to make the best out of them and extract the best value for our shareholders. So now on oil and gas, as I mentioned earlier, we began the turnaround plan at the fall last year to mitigate the headwinds, and we are making progress. You've seen it in the margins again. And also fundamentally, and this is build oil and gas to sell a business that is facing economic challenges or is operating in uncertain macro context is a sure way in my mind to destroy shareholder value in a divestment if only because the discounts will be significant. So what you investors expect and you told me, you expect from us is to maximize the value, and we will not disappoint you. We're not for sellers today. And as I just mentioned, it's good for any company to continuously ask themselves if they are the best owner. Going forward, sustainability remains a priority. And more than ever, I call on ESG sustainability investor to look in details to our Solvay One Planet, and we are very serious about that.

Nicolas Boël

executive
#38

[Interpreted] We now have a question on Solvay's Net Promoter Score. And why we think it's a good indicator of customer loyalty.

Ilham Kadri

executive
#39

Well, listen, the Net Promoter Score is a KPI have been using in my 25 years of professional life. It's an indicator ever since about 15 years to measure customer loyalty in B2B, also B2C environment. It's used in both commodities and specialties businesses and industries and aims at identifying the true differentiators versus competitors. Solvay, in fact, has been used in the NPS just recently since 2014. The group's score is the average of the NPS of each GBU weighted by their revenue. So there is some mathematics behind that. For a lot of specialties, there is more of interdependency. However, quality of technical service, efficiency and innovation, intimacy with the customer, the level of logistics services as well as elements on which several competitors are fighting to increase the share of wallet. For commodities, supply chain quality is playing a crucial role beyond pricing, of course. So hence, all industries, the NPS question is relevant and helps really to select the right battles to differentiate and reinforce our value proposition based on true customer expectations and feedback as switching opportunities are always there. So NPS is based on 1 single question today, how likely is it that you would recommend Solvay to a colleague or a friend on a scale from 0 to 10. We can make it more sophisticated but the NPS is a difference between the percentage of the promoters and the detractors. So the NPS of -- for the group increased from 14% roughly in 2014, but it was the first measurement up to 42% in 2018.

Nicolas Boël

executive
#40

But then it went back to 33% in 2019.

Ilham Kadri

executive
#41

The annual report. So the group decided indeed raise the bar, and thank you for asking the question to raise the bar by asking more questions from more customers. So the 2 results are no longer directly comparable, and we should have given a disclaimer there. We are now at the next level in terms of monitoring customer loyalty and satisfaction by implementing a new Net Promoter system. It's a new methodology with a very broad of customers much broader than in the past. And with a very complex digital questionnaire, focusing on the EPS question -- basic question, but followed by the why question in some -- where customers can elaborate on the rationale behind their suggestion and their score and there is also second part of the methodology, focusing on the quality of the interaction between our frontline employees who are going to get sort of a rating and appreciation and their customer counterparts. So yes, the deployments of the new methodology triggered somehow a reduction in score, 33% mainly in 2019 as a much broader sample of customers was surveyed for the first time, so it's not like-to-like, but well noted. And each debut is put in a robust action plan in place to adapt to our new value proposition and further reinforce customer loyalty because, as I said, customer obsession is important to solve. Nicolas?

Nicolas Boël

executive
#42

[Interpreted] Okay. Now we're going to switch topics. We have a question from [ Mr. Wickers ]. It's a question about the revaluation of pension annuities. Well, as you know, this is far from being a new topic, it all dates back to the previous regulation that dates back to 30 years ago and this topic of revaluation of pension annuities. During all these years, many contacts have been taken, many mails have been sent to the past and current leaders of the group as well as to the Board of Directors, which has been kept informed. 20 years ago, 1997, the topic was brought at the time of the General Meeting of Solvay. The company also at that time. This topic is being raised again by Mr. [ Wicker ] during the Q&A session at the 2018 general assembly. On each of these occasions, he was told that there was no subject at Solvay relating to the revaluation of retirement pensions. This is particularly true for his intervention at a 2018 general meeting where I publicly confirmed this. I understood that he was then very dissatisfied with the fact that the text of his speech, as is the case with all of the questions asked in the general meeting, was not attached to the meetings of this meeting, which is going to be the case at this time. And since then, we've remained in contact. And following a new meeting in February 2019, Mr. [ Wicker ] told me by letter to put an end to this question on his side. I must admit that this is not the case, and I deeply regret it. Let us talk more about the human resources. We've got Herve with us our CPO. Herve is our Chief People Officer. Herve, Ilham talked extensively about our purpose as a company. And so what are our expectations in terms of competencies and behaviors.

Hervé Tiberghien

executive
#43

[Interpreted] Thank you very much, Chairman. Well, this has always been a priority for [ Dr. Catrall ] at a time when she started this journey. We have defined 7 behaviors. One 4 for all of the Solvay citizens and 3 leaders and executives. This is something pretty basic, pretty straightforward such as the obsession for customers, being customer-centric, the need to learn, unlearn, delearn. It's important to culture people so that they can reach their full potential. It's important to give a meaning, courage intelligence and a heart in whatever we do. We have prepared a 7 small training modules that are available for these 7 behaviors for all of the solve employees, which translate to these behaviors in very smaller day-to-day action. These behaviors are really our Northern Star, and they are going to be used in order to develop and recruit talent. These behaviors will also be a reference for bonus and recognition policy. They will be used to develop meritocracy, the idea being to raise the bar even higher, so that we can successfully take up the challenges that we are presented with.

Nicolas Boël

executive
#44

Thank you very much, Hervé. We will now be talking about sustainability, and we know how much this topic is close to your heart, Ilham. So my first question is as follows: do people associate Solvay with plastics and do our products end up in the ocean?

Ilham Kadri

executive
#45

Yes, indeed, Nicolas, as you said, sustainability is key at Solvay and important to me personally. I remind everyone that Solvay is not involved in single-use plastics. You may remember that we divested polyolefins, PVC and recently the polyamide plastics businesses. Solvay's polymers and composites materials are used, in fact, in high-performing applications, driven by the mega trend. I just explained in my presentation. This includes lightweight and electrification, resource efficiency and eco-friendly chemistries. So these applications are used in application like under the hood in your car. So -- under the hood auto parts, you don't see, but they are there. They help your car to run and have longevity. One example is our technology is using electrification. This saves weight and therefore, reduces fuel consumption. All things are good for our planet. So we are making progress, namely through new technologies, for example, such as the thermoplastic. I said it is a combination of our high-end polymers and the composite materials, where we clearly aim at improving recyclability and secularity, Nicolas.

Nicolas Boël

executive
#46

Thank you, Ilham. Some people have find it strange that our products are used in cars and plan that pollute a great deal. Yet we get such high sustainability rankings. How do you explain such a contradiction?

Ilham Kadri

executive
#47

A bit and tell you how we do it, right, before I give you some examples. We have what we call the Solvay SPM methodology, which stands for sustainable portfolio management. By the way, it's becoming a known standard and is now being taught at Harvard, believe it or not as a case study. In fact, it's our part also of our management incentives, right? So it hits my pockets and the pockets of all senior leadership team members and the bonuses of our people at Solvay. Our methodology analyzes for every single business including in its environmental footprint and its benefits for the planet in order to ensure we prioritize investments mainly in sustainable development. And those are -- this is a progress you've seen up to 53% this year. So let me give the person asking a few examples. It's probably better than staying at the concept level. First, in transportation. I used to say when I joined the Solvay, I like metal because we can replace it, right? Our polymers are used to lightweight all form of transportation, wherever you have metal and you need to decrease the way you do it. So let me give you an example in an internal combustion engine car, right? That's your traditional car. You can find up to between 6 kilo of our polymers, more or less, when you move to a pure electrical car, you find 9 kilo of our material and if you have the hybrid engine car, you can find 12 kilos. So you know that we like hybrid cars, obviously. But joke aside, moving towards electrification and EVs is good for sustainability. And actually, it's good for Solvay's growth because we have more solutions go into that platform than the traditional one we are cannibalizing. Now this is a trick, and it's important now to listen to this one. Do you know that the 10% reduction in vehicle weight can result in 8% fuel economy improvement. Let me give you another example in aerospace. Solvay resins, we call it the resin infusion technology, is used in aircraft engines and reduces fuel consumption and CO2 emissions by 15% versus the previous engine technology. I call it sustainability. I cannot walk away here from the question without talking about health care. You know that our materials provide comfort to over 2 million patients undergoing dialysis or orthopedic procedures. Another example is our bicar, bicarbonate technology called Solvay Air, which is used in shipping boats, for example. La Meridionale was the first shipping company to use it, and it removed more than 99% of SO2 particles containing its film. So I'm going to stop here because I can go on and on and on. And finally, just let me remind you that with the launch of Solvay One Planet, we have a number of bold initiatives that are key parts of our company's new sustainability strategy.

Nicolas Boël

executive
#48

[Interpreted] Since the COVID-19 crisis, as the program best put on hold.

Ilham Kadri

executive
#49

That is a critical part of our strategy. I'm really proud and excited with this new plan. I said it. It's unique. It's holistic. You know that on the top of the climate, and we were one of the first companies who decided to decouple the top line growth with the CO2 emissions. But this is the first time a company like us is aligning with the Paris agreements. The exit from coal. Look at it. This is our traditional soda ash business. We decided that we will exit from coal as a source of energy, wherever it's possible. And we are engaging into the biodiversity chapter. We believe we are probably one of the first one. And frankly, we did it before knowing that coronavirus is going to come, of course. You've seen the better resources is on from less freshwater intake, which is important to me to less waste are in progress in the company in industrial sites, manufacturing, but also in our offices. And finally, the better life pillar is on. And I cannot be more proud that we are preparing the ground for the youth for future leaders. You can see through a number of recent actions, including the coparent leave policy. The new inclusion and diversity target, look at them. They are extremely bold, and we will do it. And our most recent Solidarity Fund, so we will absolutely continue to take actions necessary to achieve our own One Planet's ambitions. Nicolas?

Nicolas Boël

executive
#50

[Interpreted] Well, I must say that in your presentation, you talked extensively about how much the Solvay products have been used in this COVID-19 crisis.

Ilham Kadri

executive
#51

Because I couldn't let this go without showing you what the Solvay people are doing. First of all, I think it's important because I remember when I moved from the U.S. to Europe back, to join Solvay, I was not sure about what chemistry meant in the heart and the minds of the general public. And the coronavirus is there is one good thing about it for us is that it showed that chemistries on [ alloy ], as I said, that we are essential, and we have been considered by the authorities as essential across the globe, leading to limited shutdowns, as you know. I would like to remind all that service activities, although they are invisible, they are inside, they do provide clean water, hemodialysis membranes, food, feed, natural vinyl, pharmaceutical packaging or ingredients, clean the air, your shampoo, if it's natural, the soap the gens, as I mentioned, which now we do it even in our plans for the first time in our lives. Listen, this is all shows that, yes, we are essential. And most of the products, as you've seen during the coronavirus has been used for gels, for soaps, for ventilators even, for electronics to allow all of you to stay connected with your loved one in the confinement times. So you've heard a lot countless example. There are many more than what I've showed. And you can refer back to my slide, but we will be more than happy with the communication teams to share with you more about what we've done.

Unknown Shareholder

shareholder
#52

[Interpreted] Thank you, Ilham. Can you please comment on the self-evaluation process? And since we are audited by our auditor, there is the specific auditor note saying that there was room for improvement.

Ilham Kadri

executive
#53

Very well done. Listen, it's an observation, not a qualification. By the way, we welcome -- we are ourself audited ourself, as you may know, and we welcome external auditors to actually tell us where we improve is like the near misses for safety. It helps you to become better. So I'm happy when I see observation because I know we can do better. In a limited number of sites, the self-assessment was sometimes considered to be optimistic and sometimes consider to be pessimistic. And the impacts on consolidation group score was less than 1%, which is why this is an observation and not a qualification. So yes, I mean, frankly, kudos to Solvay when I came in, I found this Solvay Way as a legacy. It's a beautiful one. It's very unique in the world. And we put it in the frame of Solvay One Planet. If you look at it, we kept it because we are keeping the best from our history, and it's in the agenda in 2020. 2020 will be a transition year with coronavirus. But what is important is that we continue to improve.

Nicolas Boël

executive
#54

[Interpreted] Thank you very much, Ilham. We still have 3 questions left before we come to the end of this Q&A session. Next question, how do you intend to bring continued growth in a sustainable way in line with the non-growing size of our planet?

Ilham Kadri

executive
#55

And highly relevant, almost philosophical. You all agree with me that we have only one planet, right, with limited resources. And probably, many of our citizen of the world, and I've been traveling and living in different continents in the world, we live above and beyond the limits. So I agree. Probably, the investor or the person asking the question has in mind, we need to do more with less, right? And the old forms of growth are probably not what we will see in the future. And frankly, this is why we launched Solvay One Planet strategy. If you can see it, in January, when I was in Davos, everybody was talking about climate and CO2 emissions. In February, March, everybody is talking about coronavirus, which is a result of biodiversity challenges. So -- and I remind you that Solvay One Planet was launched and prepared throughout 2019 and was launched early this year, and we had 3 pillars now. It's not only about climate. Climate is important and we continue, and we had bold ambitions, but it's also about natural resources, water. I think water and freshwater, and it's important to me personally because of my youth, will be these kids' resource, network resources. Our children and grandchildren will need to fight for in the coming decades and years. So eliminating again the use of coal, so we will not build new coal-powered plants and commit to phase out coal usage in energy production whenever renewable alternative exists. You know that it's linked to our historical business, soda ash. So it's a big deal. Increase in waste recovery. It's simple. When you recycle the waste, it's not a waste anymore. So that's a bit of frugal thought I'm bringing to Solvay people to say, we need to reduce by 1/3 now by 2030, our nonrecoverable industrial waste, such as landfill incineration without energy recovery. And I shared other targets we do in my presentations related in biodiversity, circularity, and we are in business to grow value. And we are very conscious of the need to do so in a responsible and a sustainable manner. Thank you.

Nicolas Boël

executive
#56

[Interpreted] Thank you very much, Ilham. Moving now to the Solvay's Solidarity Fund. We received a great many questions on how this fund is going to operate. And if you feel like you're making a contribution to the fund, go to the Solvay website. You will find more information on the procedure. For those having dematerialized securities, it's really pretty simple. You got the address and the bank account of the King Baudouin Foundation. You transfer the money and the King Baudouin Foundation will send them the tax certificate related to this transaction. But Ilham, we got great many comments, including from smaller shareholders, saying how willing they were to support this initiative. They would -- they were even ready to ask their family to support this fund.

Ilham Kadri

executive
#57

Our investors warmly for appreciating and donating to the fund, and we welcome your families, of course. First of all, I'm amazed. I -- in my history, I did another foundation in the U.S. It took me 6 months. Here, it took me 6 weeks. I would like to thank the King Baudouin Foundation. They've done a great job. We're up and running. We wanted to have a home with a good governance, with a lot of ethics. It's an independent steering committee, which will support Solvay employees and their dependents worldwide through hardship due to the coronavirus pandemic. Coordinators now in Europe, in the U.S., in Canada can give donations. And I would like to thank all of the people for recognizing and promoting the Solvay's initiatives with others. We need more because, as I say, times are tough. And I would like personally, again and again, appreciate our referred shareholders, Solvac and many family and private shareholders. I know why I joined this company, I told you last year, because of the projects before -- because of this anchor, because of the solidarity, which you can see over the 157 years in the company. This is another small break in the edifice, but it's resonating us, and we encourage and invite all shareholders to join in these efforts. Thank you.

Nicolas Boël

executive
#58

[Interpreted] Thank you very much, Ilham. And the very last question is a question from a shareholder. He really was sad not being in a position to attend the general meeting and he wondered about the possibility of having face-to-face meetings this year.

Ilham Kadri

executive
#59

Although I promoted a bit of the connectivity in the virtual, we are making virtual coffees as a break within Solvay, we call it Coco's. But nothing replace a face-to-face, and we find a great value in face-to-face meetings with shareholders. We have a sustained program of activities over the year in normal times. You know that I've been exposed with my team, the Investor Relations, finance and Karim to many private shareholders' events. In fact, about 10 events of this nature were planned in 2020 for private shareholders, and we do the same for our institutional investors. In fact, we completed just a big road show spanning New York, Boston, Brussels, Paris. We were in London just before the lockdown occurred in March. So we could do -- many face-to-faces and then the confinement came in. And since I started my role as a CEO, we met probably about 300 investors. So we will carefully follow the recommendation of the different countries where we organize these meetings. And we'll make decisions, keeping the health and safety of all participants in mind. In the current environment, we invite such meetings, sorry, in a virtual format to stay engaged with our valued investors. And we did just at the last earnings call, Thursday, Friday. I was with Karim and the IR team on the phone. We met Friday, Monday. We met more or less 10 investors virtually. It's not the same, but we can still connect and webcast. Thank you.

Nicolas Boël

executive
#60

[Interpreted] Thank you, Ilham. This concludes the Q&A session. I'd like to thank the shareholders, you send there numerous questions in writing. And I would like to thank Ilham for the complete and detailed answers she's given. Now I think it's important to see that even if we can't meet physically, the management is there to answer in a clear and transparent way to all the questions raised. I would like to remind you the fact that the questions and answers will be next to the minutes of this meeting. Now I suggest move on to the second item on the agenda with the approval of the compensation report on Pages 46 to 58 of the Solvay Annual Report. The report gives a detailed description of the way the compensation policy is applied and the way the individual compensation is set, both for directors and the CEO and the members of the executive committee. This report also gives a detailed description of the compensation and other advantages granted to Director, CEO and members of the Executive Committee in 2019 compared to 2018. The stock options and the performance of share units granted to the members of the Executive Committee can be found there, too, as well as the most important provisions regarding their contractual relations with Solvay and/or a company related to Solvay. As a reminder, one of the main features of our compensation policy is that it is made of 4 elements. First of all, the short-term incentive, the short-term variable remuneration that is determined by the achievement of collective performance targets and individual targets than the LTI, the long-term incentive, or the long-term variable remuneration. That is a mix of 50 between stock options that cannot be used before 3 years and performance share unit. The payment of these performance share units depends on the achievement for a period of 3 years of preestablished group performance objectives. That's the EBITDA and the CFROI, but also based on a target of sustainable development. The LTI is only granted to the senior executives, and the stock option part is granted to the top executives only. Then other advantage like the supplementary pension plan, the death insurance, medical coverage. Regarding the stock options, it is important to underline that the potential gain is related to future stock exchange price, whereas under Belgian tax load, the beneficiaries have to pay the tax when these are allocated, so without knowing whether the gain will be achieved. It is therefore an investment, first and foremost. The policy is applied to all the executives of the group. Mrs. Ilham Kadri has a self-employed status with a contract of surface provision that is common practice in Belgium, where the law implies that the CEO is self-employed. With Solvay, for the sake of consistency in legitimacy, the CEO remuneration structure is fully in line with the group's policy. The STI announced 100% of the base salary. And the objective of the economic value, the LTI amounts to 150% of the base salary with maximum guidance that is at 200% of the same base salary subject to the final assessment of the Board. For 2019, the remuneration, the STI was 118.8% after base salary and the LTI with 150% of the base salary. The resolution is approved, the majority of 95.24% of the votes. On behalf of the Board, I take a good note of this result, and we will continue to give a particular attention to the comments and remarks expressed on the subject by our shareholders. Third item on the agenda, the consolidated accounts as at 31st of December 2019. The [ FSC ] advisor-listed companies, do you have an item on the agenda regarding the consolidated accounts? There's no vote in the assembly. The accounts were checked and approved by the Board of Directors. The Board took note of the external auditor's reports and did not have any specific comments to make. I remind you of the fact that the consolidated accounts are part of the annual report that was sent to all shareholders by mail with the invitation to this general meeting. They were also made available to the shareholders holding the materialized securities. Fourth item on the agenda. Approval of the annual accounts, distribution of earnings and setting of dividend. The annual accounts of the 2019 fiscal years and the distribution of earnings and the setting of dividend are submitted to the assembly. If the purpose of the poll are adopted, the dividend will be set to EUR 3.75 gross per share. An interim dividend of EUR 1.50 gross was paid on the 20th of January 2020. There is a balance payment of EUR 2.25 gross that will be payable as from 20th of May. This balance payment would be lower if shareholders express their willingness to take part or to bring their contribution to the Solvay Solidarity Fund. And once again, if you haven't done so, you can still do it. The Internet website gives you all the details you need in order to make a contribution to that Solidarity Fund. Now thank you in advance for your participation. The resolution is approved with a majority of 98.14% of the votes. Fifth item on the agenda, discharge of liability to the Board members for the operations for the year 2019. Following the reports and the votes under the previous item, the assembly has decided to give discharge to the Board members for all the operations of the year 2019. The resolution is approved by the majority of 98.32% of the votes. So the discharge is granted. The assembly is expressed its views on the discharge to be given to the external auditor for the operations of the year 2019. The resolution is approved, a majority of 98.57% of the votes. So the discharge is granted to the external auditor. Item 6 on the agenda. The compensation policy is subject to a resolution to be approved by the general meeting this year. The resolution is approved with majority of 96.88% of the votes. Seventh item on the agenda, consolidation of the Board renewal of the -- in terms of office. The term of office of Mr. Jean-Marie Solvay expires at the close of the present meeting. Mr. Jean-Marie Solvay decided not to ask for a reappointment. Mrs. Aude Thibaut de Maisières has sent her application within the time frame, and no other applications of this position was presented within the statutory deadlines. Her CV is available on our website, and I suggest now we give the floor to Mrs. Aude Thibaut de Maisières. She will introduce herself in a short video.

Aude Thibaut de Maisières;Director

executive
#61

[Foreign Language] Dear shareholders, it is a real honor to submit my candidacy to your vote. I realized the great responsibility that will be entrusted to me, especially in the current context of the epidemic and the economic, social and environmental challenges that lay ahead. I believe that innovation and agility will be among the crucial mindsets needed to confront them, and those are 2 central tenets in my background. Having started my career in international finance, then become an entrepreneur in big data fintech start-ups, I now specialize in accompanying the development of young enterprises in the chemicals and life sciences sectors. I'm privileged to be a member of the 6th generation of family shareholders in Solvay. For 12 years, I was a Board member of Solvac, where I learned about the Solvay Group's activities, visited many of its sites and met some of its great people. I learned to appreciate the strength of its governance by working closely and productively with its representatives and particularly during the capital increase of 2015 to leverage its firepower to accompany Solvay's growth. I hope my professional experiences and my personal commitment to the group's long-term interest will positively contribute to Board debates. Thank you for your trust and your support.

Nicolas Boël

executive
#62

[Interpreted] Thank you very much, Aude. That is proposed to appoint Mrs. Aude Thibaut de Maisières as Board member, as Director for a period of 4 years to replace Mr. Jean-Marie Solvay. The term of office of Mrs. Aude Thibaut de Maisières will expire at the close of the ordinary general meeting of May 2024, and resolution is approved with a majority of 98.92% of the votes. This proposed to appoint Mrs. Aude Thibaut de Maisières as independent Board member. And the resolution is approved by the majority of the 79.89% of the votes. Congratulations to Aude. And thank you, once again, Jean-Marie. This completes the agenda of our ordinary general meeting. The minutes will be available on the company website as quickly as possible, and the details of all these votes will be annexed to the media, et cetera. I declare this ordinary general meeting closed. But I suggest we now move quickly to the extraordinary general assembly meeting. I see that our notary public is present, and I'd like to thank him. The new Belgian Company and Association Code leads to a numbers of adaptations to be brought to the statutes of Solvay SA in order to be in line with this new code. It does also propose to change the Solvay's statutes for 2 points: the buyback of own shares and the authorized capital. Buyback of own shares, it's the amendment of the statutes to grant authorization to Solvay SA to proceed to the own share buybacks in following conditions: limitation of the authorization to 10% of the capital, the purchases will be done at market price, duration is 5 years and the use of the authorization for other purposes like the anti-takeover defense measures. Authorized capital at present time, as I said, Solvay has no authorization from shareholders, allowing the Board to decide on the increase of capital. It is proposed to change the statutes in order to give the Board the possibility to increase the capital with the following limitations in the mid of 10% of new shares, authorization for duration of 5 years, possibility for the Board to cancel the preferential right of shareholders on the ground of the authorized and the use of the authorizations for purposes of the measures of anti-takeover measures. Other changes -- all the other changes proposed are aimed at being in line with the new Belgian company code or the second purpose is to clean up the statutes and simplify the statutes based on the common practice. I will now give the floor to our notary public, [ Bernard Willox ], who is going to read a very short part of the deed.

Unknown Attendee

attendee
#63

[Interpreted] We are at the 12th of May 2020. Before [ Bernard Willox ], has met at the General Shareholder's Meeting of Solvay was -- at quarters is at 11 20 Brussels, [indiscernible] 310 inscribed within the register for modern entities in Brussels. The scrutineers are Madame Savina de Limon Triest and Madame Sandrine de Moerloose. Mrs. Ilham Kadri is the other member of the Board of Director completing the bureau. Given that the exceptional situation related to the COVID-19 pandemic and according to Royal Decree #4 of the month of April 2020 about the various arrangements in the field of corporate law in the fight -- in the framework of the fight against COVID-19 pandemic, the current assembly takes place virtually through video streaming on the Internet of the Solvay website. The shareholders have been given the possibility of voting remotely before the current general meeting and have done so by postal letter, by mail or by proxy. Stand before us only the members of the bureau as well as a representative of the shareholders, [ Mr. Alex de Sardelis ], other shareholders' proxies as well as the voting forms will be appendixed. Well, I suggest that I do not read out the different items on the agenda and so far as this item has already been sent out to the participants, especially since we're going to read them out at the time of each resolution.

Nicolas Boël

executive
#64

[Interpreted] The President -- the Chairman says that in compliance with Article 7:128 of the Code for Companies and Associations, the notices of the meeting have been made by publishing an announcement at least 30 days before the date of the assembly in the official Belgian Journal, in the Echo, in the Internet as well as on the Internet website. In accordance with Article 7, first paragraph of the code of companies, e-mails have been sent and formal letters have been sent 30 days before the date of the meeting to the holders of registered shares or few registered convertible bond holders. A copy of the postal letter has also been registered with the bureau. To attend this particular meeting, the shareholders present have represented the conformance of 2D provisions of Article 35 and 36 of the articles of associations. The share capital is currently represented by 105,876,416 actions. And the assembly must gather at least half of the capital, feeling that a second meeting will have to be summer, the first general meeting having the same agenda before notary [ Bernard Willox ] on the 3rd of April 2020 was not in a position to deliberate validly because a quorum was not reached. The notices over the meetings have been made in line with Article 7:128 first paragraph of the code of societies and associations. The represented shareholders, all together, 63 million share, issued the shares, 9.53%. The voting right of the shares represented is not suspended, meaning to say that the meeting is regularly constituted and is fit and able to deliberate validly. Every share gives right to a vote. And to be accepted, the proposals should, in line with Article 7:153, all the corporates and associations should garner 3/4 of the votes cast without the abstentions being taken into consideration in the numerator or denominator. The speech of the Chairman of the Board has been checked and recognized accurate by the members of the assembly and observed that the assembly is fit to deliberate validly. In accordance with Article 7:139 of the code of companies and associations, the Chairman stated that no questions in writing were sent by the shareholders on the items of the agenda. The Chairman takes the following resolutions. I guess as a Chair, you won't have to read the special report, which has been drawn in line with Article 7:139 of the Code on Companies and Association regarding the authorized capital. The first resolution is a resolution about authorized capital. The assembly decides on an authorized of capital for a period of 5 years starting from the data publication with the Belgian official journal, up to EUR 158 million with the possibility of incorporating reserve of issuing subscription rights and convertible bonds and limiting or canceling the preferential right, including in favor of one of several specific person other than the members of staff. Consequently, the assembly decides to replace the tax with the following tax. The Board of Directors is authorized to increase the capital in one or more installments, up to EUR 158 million. The authorization is valid for a period of 5 years, and that starts running from the date of publication of the minutes of the Extraordinary General meeting of the 12th of May 2020. Any increase in capital decided according to the present authorization can take place through contributions in cash, noncash contributions in corporation of available reserves or share premiums without creation of new shares, privileged or not, with or without voting right. The Board of Directors, as part of the present authorization, may issue subscription right or convertible bonds. The Board of Directors may limit or cancel the preferential right. This arrangement includes the limitation or the cancellation of the preferential right in favor of one of several specific person others than the members of staff of the company of its subsidiaries. This proposal has been put to the vote. And I can see that this proposal received 96.74% of votes without taking account of abstentions. I would like now to move on to the second resolution, the owned share buyback program. The general meeting decides to authorize the company to purchase its own shares under the conditions set out in the following text and therefore, decides to delete Article 9 of the articles of association and to replace the text with Article 8 of articles of association with the following text. The company may, without prior authorization of the general meeting, purchase its own shares at a unit price, which cannot be lower than 10% at the lowest price of the 20 previous stock exchange quotations prior to the transaction. The company must limit itself to -- must comply to the price limits set out in Article 7:215 and following over the Belgian Code for Companies and Associations in Article 8.2 and following of the royal decree in execution of the companies of -- the companies and associations acts. This authorization applies to the purchase of shares of the company by one of its direct subsidiaries. The accountable part of the shares of purchase included those that the company would ever purchase previously and that you would have in its portfolio and those purchase by a direct subsidiary cannot exceed 10% of the subscribed capital. This authorization is valid for a period of 5 years, starting to run from the date of the publication of the minutes of the extraordinary general meeting of the 12th of May 2020. This proposal received 98.48% of the votes, so without taking account of abstentions. Third resolution, the voting message used by the general meeting. The meeting decides to substitute the text of Article 37 of the Articles of Association with the following text. The votes at the general meeting will take -- shall take place with the use of electronic boxes or in any other way, ensuring the secrecy of the vote unless the general meeting decides otherwise by a majority vote. This proposal received 99.99% of votes. Resolution #4, regarding the new articles of association. In order to make those articles of Association compliant with the Belgian Code for Companies and Associations and with a view to simplify and modernizing some of its arrangements, the general meeting decides to simply replace the current text of the Articles of Association in both the French and Dutch version with a new text, including, among others, the modifications which have been decided before, such as this new text together with an informative document on the suggested modifications and the tax including the current articles of association. This text is available and has been available since the 4th of March 2020 on the website of the company. I suggest that I do not read out all of these Articles of Association and so far as those Articles of Association have been published. This proposal received 99.53% of votes. The undersigned notes re-signed the minutes after the reading has taken place. The members of the bureau will be requested to sign this document. Thank you very much. This brings this extraordinary general meeting to an end. And I would like to invite you next year for our next general meeting, hoping this can be a face-to-face meeting. Thank you. [Portions of this transcript that are marked [Interpreted] were spoken by an interpreter present on the live call.]

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