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Summary of the resolutions passed at the Annual General Meeting of Shareholders 2011

The Annual General Meeting of Shareholders (AGM) took place on Thursday 28 April 2011 at DSM’s head office in Heerlen, the Netherlands.

The shareholders and shareholder representatives attending the meeting represented circa 60% of the voting capital.

Summary of the resolutions passed at the AGM and the outcome of the voting (1 vote/share).

Agenda item 2
The Managing Board elucidated the Annual Report for 2010.

Agenda item 3
The Financial Statements for 2010 were adopted.

  For Against Abstain Total
Votes 124,770,457 31,475 5,986 124,807,918
% 99.97 0.03   100.00

Agenda item 4a
The reserve policy and dividend policy were elucidated.

Agenda item 4b
The dividend per ordinary share to be paid for 2010 being €1.35 was declared. The final dividend (€0.95) to be made available in cash or ordinary shares, at the option of the shareholder was adopted.

  For Against Abstain Total
Votes 124,802,304 3,415 2,199 124,807,918
% 100.00 0.00   100.00

Agenda item 5a
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
Votes 123,905,631 691,363 209,438 124,806,432
% 99.45 0.55   100.00

Agenda item 5b
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.

  For Against Abstain Total
Votes 123,894,445 691,378 209,090 124,794,913
% 99.45 0.55   100.00

Agenda item 6a
Mr. Stephan Tanda was re-appointed as member of the Managing Board.

  For Against Abstain Total
Votes 124,292,910 98,043 416,954 124,807,907
% 99.92 0.08   100.00

Agenda item 6b
Mr. Stefan Doboczky was appointed as member of the Managing Board.

  For Against Abstain Total
Votes 124,288,297 98,967 420,643 124,807,907
% 99.92 0.08   100.00

Agenda item 7
Mrs. Pauline van der Meer Mohr was appointed as member of the Supervisory Board.

  For Against Abstain Total
Votes 124,317,591 72,292 414,639 124,804,522
% 99.94 0.06   100.00

Agenda item 8
The proposal to amend the remuneration of the members of the Supervisory Board was approved.

  For Against Abstain Total
Votes 124,756,891 37,150 10,482 124,804,523
% 99.97 0.03   100.00

Agenda item 9a
The period during which the Managing Board is authorized to issue ordinary shares was extended.

  For Against Abstain Total
Votes 123,550,986 1,250,378 3,154 124,804,518
% 99.00 1.00   100.00

Agenda item 9b
The period during which the Managing Board is authorized to limit or exclude the preferential right when issuing ordinary shares was extended.

  For Against Abstain Total
Votes 108,911,752 15,886,004 6,776 124,804,532
% 87.27 12.73   100.00

Agenda item 10
Authorization was granted to the Managing Board to have the company repurchase own shares.

  For Against Abstain Total
Votes 124,283,218 509,030 12,213 124,804,461
% 99.59 0.41   100.00

Agenda item 11
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 and shall be limited to a maximum of 10% of the issues capital as appearing from the Financial Statements for 2010).

  For Against Abstain Total
Votes 124,571,460 226,945 5,041 124,803,446
% 99.82 0.18   100.00

Agenda item 12
The proposal to amend the Articles of Association was approved.

  For Against Abstain Total
Votes 124,640,484 155,741 7,421 124,803,646
% 99.88 0.12   100.00

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