Annual General Meeting 2011

Resolutions and votes cast

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 or shareholder representatives attending the meeting represented circa 60% 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 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

Published 28 Apr 2011