Annual General Meeting 2013

Resolutions and votes cast

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 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 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

Published 03 May 2013