Annual General Meeting 2019

Resolutions and votes cast

Annual General Meeting of Shareholders 2019

Heerlen, NL, 08 May 2019, 19:00 CEST

The Annual General Meeting of Shareholders (AGM) took place on Wednesday 8 May 2019 at DSM’s head office in Heerlen, the Netherlands.

Number of outstanding shares

The number of outstanding shares on 26 March 2019, the convocation date, was 220,703,237. The number of outstanding shares on 10 Aril 2019, the record date, was 220,806,527.

The shareholders or shareholder representatives attending the meeting represented 64.24% 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 2018.

Agenda item 3a

The implementation of the Remuneration Policy for the Managing Board in 2018 was explained.

Agenda item 3b

The amendment of the Remuneration Policy for the Managing Board was adopted.

  For Against Abstain Total
Votes 147,162,334 3,806,958 1,906,481 152,875,773
% 97.48 2.52   100.00

Agenda item 3c

The amendment of the Remuneration for the Supervisory Board was adopted.

  For Against Abstain Total
Votes 150,431,539 2,372,211 72,018 152,875,768
% 98.45 1.55   100.00

Agenda item 4

The Financial Statements for 2018 were adopted.

  For Against Abstain Total
Votes 151,928,575 774,838 166,190 152,869,603
% 99.49 0.51   100.00

Agenda item 5a

The reserve policy and dividend policy were explained.

Agenda item 5b

The dividend per ordinary share to be paid for 2018 being €2.30 was adopted.

  For Against Abstain Total
Votes 152,205,508 605,133 59,219 152,869,860
% 99.60 0.40   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 150,555,226 1,865,748 451,030 152,872,004
% 98.78 1.22   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 150,554,003 1,867,022 451,225 152,872,250
% 98.78 1.22   100.00

Agenda item 7a

Pauline van der Meer Mohr was reappointed as a member of the Supervisory Board.

  For Against Abstain Total
Votes 152,462,729 156,895 252,636 152,872,260
% 99.90 0.10   100.00

Agenda item 7b

Erica Mann was appointed as a member of the Supervisory Board.

  For Against Abstain Total
Votes 152,639,413 153,317 79,530 152,872,260
% 99.90 0.10   100.00

Agenda item 8

The external auditor was reappointed.

  For Against Abstain Total
Votes 152,426,995 373,757 71,292 152,872,044
% 99.76 0.24   100.00

Agenda item 9a

The Managing Board was authorized to issue up to 10% ordinary shares and to exclude pre-emptive rights.

  For Against Abstain Total
Votes 131,500,550 20,835,555 535,521 152,871,626
% 86.32 13.68   100.00

Agenda item 9b

Authorization was granted to the Managing Board to issue an additional 10% ordinary shares in connection with a rights issue.

  For Against Abstain Total
Votes 132,754,875 20,117,234 0 152,872,109
% 86.84 13.16   100.00

Agenda item 10

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

  For Against Abstain Total
Votes 151,250,149 1,495,141 126,818 152,872,108
% 99.02 0.98   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 151,588,116 1,283,993 0 152,872,109
% 99.16 0.84   100.00

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