Annual General Meeting 2016

Resolutions and votes cast

Annual General Meeting of Shareholders 2016

Heerlen, NL, 29 Apr 2016, 18:00 CEST

The Annual General Meeting of Shareholders (AGM) took place on Friday 29 April 2016 at DSM’s head office in Heerlen, the Netherlands.

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The shareholders or shareholder representatives attending the meeting represented 55.41% 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 2015.

Agenda item 3

The implementation in 2015 of the remuneration policy for the Managing Board was discussed.

Agenda item 4

The Financial Statements for 2015 were adopted.

  For Against Abstain Total
Votes 105,859,817 387,582 8,864 106,256,263
% 99.64 0.36   100.00

Agenda item 5a

The reserve policy and dividend policy were elucidated.

Agenda item 5b

The dividend per ordinary share to be paid for 2015 being €1.65 was declared. The final dividend (€1.10) to be made available in cash or ordinary shares, at the option of the shareholder was adopted.

  For Against Abstain Total
Votes 119,605,715 1,080,839 8,864 120,695,418
% 99.10 0.90   100.00

Agenda item 5b

The reserve policy and dividend policy were explained.

Agenda item 5c

The dividend per ordinary share to be paid for 2016 being €1.75 was declared.

  For Against Abstain Total
Votes 141,096,238 0 3,000 141,099,238
% 100.00 0.00   100.00

Agenda item 6a

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 118,301,227 879,882 1,514,373 120,695,482
% 99.26 0.74   100.00

Agenda item 6b

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 118,301,137 879,504 1,514,595 120,695,236
% 99.26 0.74   100.00

Agenda item 7a

Mrs. Eileen Kennedy was reappointed as a member of the Supervisory Board.

  For Against Abstain Total
Votes 119,420,396 437,595 836,471 120,694,462
% 99.63 0.37   100.00

Agenda item 7b

Mrs. Victoria Haynes was reappointed as a member of the Supervisory Board.

  For Against Abstain Total
Votes 119,001,646 855,155 836,471 120,693,272
% 99.29 0.71   100.00

Agenda item 7c

Mr. Pradeep Pant was appointed as a member of the Supervisory Board.

  For Against Abstain Total
Votes 120,468,874 22,237 202,600 120,693,711
% 99.98 0.02   100.00

Agenda item 8

The proposed increase of the remuneration of the Supervisory Board was adopted.

  For Against Abstain Total
Votes 120,258,976 406,157 29,798 120,694,931
% 99.66 0.34   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 110,467,006 10,227,309 606 120,694,921
% 91.53 8.47   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 94,920,080 25,774,135 106 120,694,321
% 78.65 21.35   100.00

Agenda item 10

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

  For Against Abstain Total
Votes 120,534,266 41,346 118,450 120,694,062
% 99.97 0.03   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.

  For Against Abstain Total
Votes 119,530,485 1,987 1,162,165 120,694,637
% 100 0   100.00

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