
Annual General Meeting of Shareholders
Summary of the resolutions and voting at DSM’s most recent Annual General Meeting of Shareholders.
Royal DSM N.V. is a company limited by shares listed on the Euronext Stock Exchange in Amsterdam, the Netherlands.
In addition to this official listing of ordinary shares of Koninklijke DSM N.V. (Royal DSM), options on ordinary DSM shares are traded on the European Option Exchange in Amsterdam, the Netherlands ("Euronext.liffe").
As set out in its Articles of Association, Royal DSM has two types of shares; the ordinary shares listed on the Euronext Stock Exchange and two classes of Cumulative Preference shares, series A (Cumprefs A) and B (Cumprefs B). At this time Cumulative Preference shares series B are not issued.
1) On 29 April 2021 DSM confirmed the cancellation of 6,638,971 ordinary shares held in treasury, thereby reducing the total number of issued ordinary shares to 174,786,029.
As at 31 December 2021, 44.04 million cumulative preference shares A (Cumprefs A) are in issue and placed with three Dutch institutional investors. Cumprefs As are not listed on any stock market.
The Cumprefs A have the same voting rights as ordinary shares, as their nominal value of €1.50 per share is equal to the nominal value of the ordinary shares. Transfer of the Cumprefs A requires the approval of the Managing Board, unless the shareholder is obliged to transfer his shares to a previous shareholder by virtue of the law.
The Cumulative Preference Shares A are, in accordance with article 32, section 3, of the Articles of Association, entitled to a dividend for the financial year 2021 which is equivalent to the dividend yield of the ordinary shares over 2021, which is 1.52%. This percentage may be increased or decreased by a mark-up or discount of no more than one hundred (100) basis points, to be determined by the Managing Board in consultation with the Supervisory Board. The Managing Board in consultation with the Supervisory Board has decided to use their discretionary option and to set the dividend percentage on the Cumulative Preference Shares A at 2.52%. As the basis for the computation of the dividend on the Preference Shares A amounts to €5.2942 per share, the total dividend for 2021 equals to €0.1334 per share.
Under the Dutch Financial Markets Supervision Act, shareholdings of 3% or more in any Dutch company must be disclosed to the Dutch Authority for the Financial Markets (AFM).
According to the register kept by the AFM the following shareholders disclosed that they have a direct or indirect (potential) interest between 3% and 10% in DSM’s total share capital on 31 December 2021:
2021 | 2020 | |||
---|---|---|---|---|
Issued | Repurchased | Outstanding | Outstanding | |
Balance at 1 January | 181425000 | 9.205.661 | 172219339 | 172448755 |
Changes: | ||||
Cancellation of issued shares | -6638971 | -6.638.971 | ||
Reissue of shares in connection with share-based payment plans | 0 | -803.049 | 803.049 | 1.460.174 |
Repurchase of shares | 0 | 1.050.000 | -1.050.000 | -2876035 |
Bearer share certificates that have become void | 0 | 7.466 | -7.466 | 0 |
Dividend in the form of ordinary shares | 0 | -1003808 | 1003808 | 1186445 |
Balance at 31 December | 174786029 | 1817299 | 172968730 | 172219339 |
2021 | 2010 | |
---|---|---|
Highest closing price | 199,40 | 148,55 |
Lowest closing price | 136,55 | 87,52 |
At 31 December | 198,00 | 140,80 |
Market capitalization at 31 December (€ million)¹ | 34.608 | 25.545 |
* source Bloomberg
in % (excluding cumprefs A) | 2021 | 2020 | 2019 | 2018 | 2017 | 2016 | 2015 | 2014 |
---|---|---|---|---|---|---|---|---|
North America | 35 | 39 | 39 | 38 | 37 | 39 | 34 | 32 |
United Kingdom | 17 | 16 | 17 | 16 | 18 | 17 | 14 | 12 |
Netherlands | 11 | 10 | 12 | 14 | 15 | 16 | 17 | 20 |
France | 13 | 12 | 11 | 11 | 9 | 7 | 7 | 8 |
Germany | 5 | 4 | 4 | 5 | 5 | 4 | 5 | 5 |
Switzerland | 6 | 5 | 4 | 4 | 4 | 5 | 6 | 7 |
Asia Pacific | 4 | 4 | 4 | 5 | 4 | 4 | 5 | 4 |
Other | 9 | 10 | 9 | 7 | 8 | 8 | 12 | 12 |
Total | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 |
On 27 April 2006, all bearer shares (‘aandelen aan toonder’) in DSM’s issued share capital were converted into registered shares (‘aandelen op naam’) (pursuant to an amendment of the Articles of Association made at the time). In order to exercise the rights vested in the shares, holders of former bearer shares were required to hand in their bearer share certificates (‘aandeelbewijzen’) to DSM.
Pursuant to an amendment of Section 2:82 of the Dutch Civil Code (DCC) in 2019, DSM shareholders who still have not handed in their bearer share certificates will lose any entitlement to exchange their bearer share certificates for a replacement share as of 2 January 2026.
In accordance with Section 2:391(2) DCC, DSM hereby gives notice of the following:
The procedure described above follows from Section 2:82(3) up to and including (9) DCC, whose provisions apply.
Summary of the resolutions and voting at DSM’s most recent Annual General Meeting of Shareholders.
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