Annual General Meeting 2022

Annual General Meeting of Shareholders 2022

The Annual General Meeting of Shareholders (AGM) took place on Tuesday 10 May 2022 at DSM’s head office in Heerlen, the Netherlands.

Webcast (NL)?

The shareholders or shareholder representatives voted on 168,534,083 shares or 77.93% of the issued share capital entitled to vote. Number of votes per share is 1 and the number of outstanding shares on 12 April 2022, the record date, was 216,383,901.

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 2021.

Agenda item 3

The general meeting has given a positive advice on the Remuneration Report.

?	For	Against	Abstain	Total
Votes	160,683,705	7,834,021	14,957	168,532,683
%	95.35	4.65	?	100.00

Agenda item 4

The Financial Statements for 2021 were adopted.

?	For	Against	Abstain	Total
Votes	166,953,786	1,194,577	382,858	168,531,221
%	99.29	0.71	?	100.00

Agenda item 5.a.

The reserve policy and dividend policy were explained.

Agenda item 5.b.

The dividend per ordinary share to be paid for 2021 being €2.50 was adopted.

?	For	Against	Abstain	Total
Votes	168,525,519	1,814	4,180	168,531,513
%	100.00	0.00	?	100.00

Agenda item 6.a.

The current and former members of the Managing Board were released from liability in respect of their managerial activities.

?	For	Against	Abstain	Total
Votes	163,960,934	3,836,755	733,824	168,531,513
%	97.71	2.29	?	100.00

Agenda item 6.b.

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

?	For	Against	Abstain	Total
Votes	163,901,987	3,895,420	734,106	168,531,513
%	97.68	2.32	?	100.00

Agenda item 7

Geraldine Matchett was reappointed as member of the Managing Board.

?	For	Against	Abstain	Total
Votes	168,130,022	9,599	391,894	168,531,515
%	99.99	0.01	?	100.00

Agenda item 8

Eileen Kennedy was reappointed as member of the Supervisory Board.

?	For	Against	Abstain	Total
Votes	165,991,659	2,527,603	12,251	168,531,513
%	98.50	1.50	?	100.00

Agenda item 9

The external auditor was reappointed.

?	For	Against	Abstain	Total
Votes	167,485,846	697,655	348,012	168,531,513
%	99.59	0.41	?	100.00

Agenda item 10.a.

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

?	For	Against	Abstain	Total
Votes	162,810,666	5,701,265	19,852	168,531,513
%	96.62	3.38	?	100.00

Agenda item 10.b.

The Managing Board was authorized to issue an additional 10% ordinary shares in connection with a rights issue.

?	For	Against	Abstain	Total
Votes	166,647,568	1,864,346	19,599	168,531,513
%	98.89	1.11	?	100.00

Agenda item 11

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

?	For	Against	Abstain	Total
Votes	166,836,387	1,569,674	125,452	168,531,513
%	99.07	0.93	?	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	167,574,960	946,197	9,856	168,531,013
%	99.44	0.56	?	100.00