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Annual General Meeting of Shareholders 2019

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 69.24% of the issued share capital entitled to vote. Number of votes per share is one.

Summary of the resolutions passed

Summary of the resolutions passed at the AGM and the outcome of the voting (percentages are rounded to two decimal places).

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
Mrs. 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
Mrs. 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 isue 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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