Annual General Meeting 2009

Resolutions and votes cast

Annual General Meeting of Shareholders 2009

The Annual General Meeting of Shareholders (AGM) took place on Wednesday 25 March 2009 at DSM’s head office in Heerlen, the Netherlands.

The shareholders or shareholder representatives attending the meeting represented circa 48% of the issued share capital entitled to vote. There is one vote per share and all the resolutions were approved.

Agenda item 2

The Managing Board elucidated the Annual Report for 2008.

Agenda item 3

The Financial Statements for 2008 were adopted.

  For Against Abstain Total
Votes 4,757,037,500 175,960,850 18,391,950 4,951,390,300
% 96.40 3.60   100.00

Agenda item 4a

The reserve policy and dividend policy was elucidated.

Agenda item 4b

The dividend per ordinary share to be paid for 2008 being €1.20 was declared.

  For Against Abstain Total
Votes 4,950,957,300 434,850 113,950 4,951,506,100
% 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 4,918,959,350 24,330,150 7,773,350 4,951,062,850
% 99.5 0.5   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 4,918,442,550 24,362,400 7,788,400 4,950,593,350
% 99.50 0.50   100.00

Agenda item 6a

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

  For Against Abstain Total
Votes 4,948,311,100 2,965,050 192,850 4,951,469,000
% 99.90 0.10   100.00

Agenda item 6b

Mr Claudio Sonder was appointed as member of the Supervisory Board.

  For Against Abstain Total
Votes 4,947,101,200 4,342,300 191,850 4,951,635,350
% 99.90 0.10   100.00

Agenda item 7

Withdrawn 9 March 2009.

Agenda item 8a

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

  For Against Abstain Total
Votes 4,916,425,900 35,025,200 83,300 4,951,534,400
% 99.30 0.70   100.00

Agenda item 8b

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 4,850,551,000 95,125,250 5,818,550 4,951,494,800
% 98.10 1.90   100.00

Agenda item 9

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

  For Against Abstain Total
Votes 4,942,470,550 9,033,250 29,350 4,951,533,150
% 99.80 0.20   100.00

Agenda item 10

The meeting resolved to reduce the issued capital:

  1. 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
  2. by cancellation of all cumulative preference shares C.
  For Against Abstain Total
Votes 4,950,817,800 423,300 126,450 4,951,367,550
% 100.00 0.00   100.00

Agenda item 10

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

  For Against Abstain Total
Votes 113,006,837 349,100 71,243 113,427,180
% 99.70 0.30   100.00

Agenda item 11

The meeting resolved to amend the Articles of Association.

  For Against Abstain Total
Votes 4,947,404,150 2,566,700 267,800 4,950,238,650
% 100.00 0.00   100.00

Published 25 Mar 2009

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