Annual General Meeting 2017

Resolutions and votes cast

Annual General Meeting of Shareholders 2017

Heerlen, NL, 03 May 2017, 18:00 CEST

The Annual General Meeting of Shareholders (AGM) took place on Wednesday 3 May 2017 at DSM’s head office in Heerlen, the Netherlands.

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The shareholders or shareholder representatives attending the meeting represented 64.51% 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 explained the Annual Report for 2016.

Agenda item 3

The implementation in 2016 of the remuneration policy for the Managing Board was discussed.

Agenda item 4

The Financial Statements for 2016 were adopted.

  For Against Abstain Total
Votes 141,055,879 100 43,259 141,099,238
% 100.00 0.00   100.00

Agenda item 5a

The Amendment of the Articles of Association was adopted.

  For Against Abstain Total
Votes 140,051,910 1,042,850 3,208 141,097,968
% 99.26 0.74   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.

  For Against Abstain Total
Votes 139,796,445 724,313 578,486 141,099,244
% 99.48 0.52   100.00

Agenda item 6b

The members of the Supervisory Board were released from liability in respect of their supervisory role.

  For Against Abstain Total
Votes 139,786,297 725,156 588,041 141,099,494
% 99.48 0.52   100.00

Agenda item 7

Dimtri de Vreeze was reappointed as a member of the Managing Board.

  For Against Abstain Total
Votes 140,829,221 6,875 195,695 141,031,791
% 100.00 0.00   100.00

Agenda item 8a

John Ramsay was appointed as a member of the Supervisory Board.

  For Against Abstain Total
Votes 140,385,693 557,314 156,487 141,099,494
% 99.60 0.40   100.00

Agenda item 8b

Frits Dirk van Paasschen was appointed as a member of the Supervisory Board.

  For Against Abstain Total
Votes 140,378,153 565,354 155,986 141,099,493
% 99.60 0.40   100.00

Agenda item 9

The external auditor was reappointed.

  For Against Abstain Total
Votes 139,900,618 1,127,390 69,700 141,097,708
% 99.20 0.80   100.00

Agenda item 10a

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

  For Against Abstain Total
Votes 127,145,030 13,884,585 69,587 141,099,202
% 90.15 9.85   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 109,256,985 31,770,734 71,514 141,099,233
% 77.47 22.53   100.00

Agenda item 11

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

  For Against Abstain Total
Votes 140,625,328 388,516 85,645 141,099,489
% 99.72 0.28   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 140,713,143 386,346 0 141,099,489
% 99.73 0.27   100.00

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