Annual General Meeting 2012

Resolutions and votes cast

Annual General Meeting of Shareholders 2012

The Annual General Meeting of Shareholders (AGM) took place on Friday 11 May 2012 at DSM’s head office in Heerlen, the Netherlands.

The shareholders or shareholder representatives attending the meeting represented 57.5% 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 2011.

Agenda item 3

The Financial Statements for 2011 were adopted.

	For	Against	Abstain	Total
Votes	117,775,303	48	23,484	117,798,835
%	100.00	0.00		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 2011 being €1.45 was declared. The final dividend (€1.00) to be made available in cash or ordinary shares at the option of the shareholder was adopted.

	For	Against	Abstain	Total
Votes	117,774,302	835	23,684	117,798,821
%	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	115,789,195	723,734	1,285,887	117,798,816
%	99.38	0.62		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	115,793,788	724,527	1,280,506	117,798,821
%	99.38	0.62		100.00

Agenda item 6a

Mr. Ewald Kist was re-appointed as member of the Supervisory Board.

	For	Against	Abstain	Total
Votes	116,331,297	217,650	1,249,374	117,798,321
%	99.81	0.19		100.00

Agenda item 6b

Mrs Victoria Haynes was appointed as member of the Supervisory Board.

	For	Against	Abstain	Total
Votes	116,306,385	69,023	1,249,182	117,624,590
%	99.94	0.06		100.00

Agenda item 6c

Mrs. Eileen Kennedy was appointed as member of the Supervisory Board.

	For	Against	Abstain	Total
Votes	116,475,706	73,950	1,248,664	117,798,320
%	99.94	0.06		100.00

Agenda item 7

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

	For	Against	Abstain	Total
Votes	117,419,081	359,008	29,772	117,807,861
%	99.70	0.30		100.00

Agenda item 8a

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

	For	Against	Abstain	Total
Votes	115,641,268	2,128,504	25,493	117,795,265
%	98.19	1.81		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	100,951,651	16,791,800	51,814	117,795,265
%	85.74	14.26		100.00

Agenda item 9

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

	For	Against	Abstain	Total
Votes	117,447,529	273,142	74,589	117,795,260
%	99.77	0.23		100.00

Agenda item 10

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 issued capital as appearing from the Financial Statements for 2011). As a result of the granting of the authorization as requested, the authorization granted last year has been cancelled.

	For	Against	Abstain	Total
Votes	117,625,885	135,334	24,673	117,785,892
%	99.89	0.11		100.00

Published 11 May 2012