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Summary of the resolutions passed at the Annual General Meeting of Shareholders 2007

The Annual General Meeting of Shareholders (AGM) of Royal DSM N.V. took place on Wednesday 28 March 2007 at DSM’s head office in Heerlen, the Netherlands.

232 Shareholders or shareholder representatives attended the meeting. Circa 47.1% of the voting capital was present or represented.

Summary of the resolutions taken at the AGM and the outcome of the votings (percentages have been rounded).

Agenda item 2

The Managing Board elucidated the Annual Report for 2006 and elucidated DSM's approach to the implementation of the Dutch corporate governance code.

Agenda item 3a

The financial statements for 2006 were adopted.

 For Against Abstain Total
Votes5,270,914,400117,650129,415,4505,400,447,500
%100.00%0.00%   100.00%
Agenda item 3b

The dividend per ordinary share to be paid for 2006 being €1.00 was declared.

  ForAgainstAbstainTotal
Votes5,397,636,4002,223,700938,2005,400,798,300
%99.96%0.04%  100.00%
Agenda item 3c

The members of the Managing Board were released from liability in respect of their managerial activities; the release relates to the data revealed by the annual accounts and/or otherwise communicated to the General Meeting before the annual accounts were approved.

  For Against Abstain Total
Votes5,381,846,65011,046,2507,323,9505,400,216,850
%99.80%0.20%   100.00%
Agenda item 3d

The members of the Supervisory Board were released from liability in respect of their supervisory role; the release relates to the data revealed by the annual accounts and/or otherwise communicated to the General Meeting before the annual accounts were approved.

  ForAgainst Abstain Total
Votes5,382,331,15011,112,7507,307,5005,400,751,400
%99.79%0.21%  100.00%
Agenda item 4a

The reserve policy and dividend policy was elucidated.

Agenda item 4b

The amendment A to the Articles of Association concerning the introduction of a loyalty dividend was discussed.

Agenda item 4c

The proposal B to amend the Articles of Association was adopted; the amendment relates to the introduction of a Dividend Re-Investment Plan (DRIP).

 For Against Abstain Total
Votes5,378,606,15014,727,6505,582,6505,398,916,450
%99.73%0.27%  100.00%
Agenda item 5

Mr Stephan Tanda was appointed as member of the Managing Board with effect from 1 May 2007.

  For Against Abstain Total
Votes5,293,462,750699,30063,443,0505,357,605,100
%99.99%0.01%  100.00%
Agenda item 6a

The period during which the Managing Board is authorized to issue shares was extended.

 ForAgainst Abstain Total
Votes3,660,587,1501,683,780,30013,232,3005,357,599,750
%68.49%31.51%   100.00%
Agenda item 6b

The period during which the Managing Board is authorized to limit or exclude the preferential right.

  For Against Abstain Total
Votes4,558,791,400794,185,2504,578,2505,357,554,900
%85.16%14.84%  100.00%
Agenda item 7

Authorization was granted to the Managing Board to have the company repurchase own shares.

 For Against Abstain Total
Votes5,348,593,600625,3501,479,3005,350,698,250
%99.99%0.01%  100.00%
Agenda item 8

The meeting resolved to reduce the issued capital by cancellation of own shares up to a maximum of the number that is or will be bought by the company; the number of shares to be cancelled shall be determined by the Managing Board.

 For Against Abstain Total
Votes5,348,244,350834,0001,493,2505,350,571,600
%99.98%0.02%  100.00%
Agenda item 9

The proposal C to amend the Articles of Association was adopted; the amendment relates to the incorporation into the Articles of Association of the use of electronic communication media in the decision-making process in legal persons.

  For Against Abstain Total
Votes5,344,977,3001,072,9003,515,3005,349,565,500
%99.98%0.02%  100.00%
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