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Summary of the resolutions passed at the Annual General Meeting of Shareholders 2013

The Annual General Meeting of Shareholders (AGM) took place on Friday 3 May 2013 at DSM’s head office in Heerlen, the Netherlands.

The shareholders or shareholder representatives attending the meeting represented 59.06% of the voting capital.

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

Agenda item 2
The Managing Board elucidated the Annual Report for 2012.

Agenda item 3
The Financial Statements for 2012 were adopted.

  For Against Abstain Total
Votes 126,521,496 6 125,898 126,647,400
% 100.00     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 2012 being €1.50 was declared. The final dividend (€1.02) to be made available in cash or ordinary shares at the option of the shareholder was adopted.

  For Against Abstain Total
Votes 126,479,107 42,553 125,738 126,647,400
% 99.97 0.03   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 124,602,955 1,828,247 216,198 126,647,400
% 98.55 1.45   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 124,600,360 1,828,258 218,635 126,647,253
% 98.55 1.45   100.00

Agenda item 6
Mr. Dimitri de Vreeze was appointed as member of the Managing Board.

  For Against Abstain Total
Votes 128,877,388 98,005 1,390,781 126,366,174
% 99.92 0.08   100.00

Agenda item 7
Mr. Pierre Hochuli was re-appointed as member of the Supervisory Board.

  For Against Abstain Total
Votes 125,119,401 136,687 1,390,051 126,646,139
% 99.89 0.11   100.00

Agenda item 8
The proposal to amend the remuneration policy for the Managing Board was approved.

  For Against Abstain Total
Votes 124,309,793 1,140,869 1,192,774 126,643,436
% 99.09 0.91   100.00

Agenda item 9
The evaluation of the Auditor was elucidated.

Agenda item 10a
The period during which the Managing Board is authorized to issue ordinary shares was extended.

  For Against Abstain Total
Votes 109,944,112 16,294,216 404,814 126,643,142
% 87.09 12.91   100.00

Agenda item 10b
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 98,222,320 28,014,899 406,152 126,643,371
% 77.81 22.19   100.00

Agenda item 11
Authorization was granted to the Managing Board to have the company repurchase own shares.

  For Against Abstain Total
Votes 124,970,225 1,513,237 159,931 126,643,393
% 98.80 1.20   100.00

Agenda item 12
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.

  For Against Abstain Total
Votes 126,458,116 59,460 125,638 126,643,214
% 99.95 0.05   100.00