General Meeting of Shareholders

The main powers of the General Meeting of Shareholders relate to:

• The appointment, suspension and dismissal of members of the Managing Board and the Supervisory Board
• Approval of the remuneration policy of the Managing Board
• Approval of the remuneration of the Supervisory Board
• The adoption of the annual financial statements and declaration of dividends on ordinary shares
• Release from liability of the members of the Managing Board and the Supervisory Board
• Issuance of shares or rights to shares, restriction or exclusion of pre-emptive rights of shareholders and repurchase or cancellation of shares
• Amendments to the Articles of Association
• Decisions of the Managing Board that would entail a significant change to the identity or character of DSM or its business

The Annual General Meeting (AGM) is held within six months of the end of the financial year in order to discuss and, if applicable, adopt the Integrated Annual Report, the annual accounts, any appointments of members of the Managing Board and the Supervisory Board, and any of the other topics mentioned above.

The AGM and, if necessary, other General Meetings of Shareholders are called by the Managing Board or the Supervisory Board. The agenda and explanatory notes are published on the company website.

According to the Articles of Association, shareholders who, individually or jointly, represent at least 1% of the issued capital have the right to request the Managing Board or the Supervisory Board to put items on the agenda. Such requests need to be received in writing by the Chair of the Managing Board or the Chair of the Supervisory Board at least 60 days before the date of the General Meeting of Shareholders.

The AGM was held on 6 May 2021. In view of the COVID-19 measures, the AGM was held virtually in compliance with the Dutch Temporary Act COVID-19. Shareholders were given the opportunity to ask questions upfront and follow-on questions during the meeting. All questions were addressed during the AGM and posted as Q&As on the company website. The agenda was essentially similar to that of previous years. Additional topics were the remuneration report 2020 for an advisory vote, the reappointment to the Managing Board of Dimitri de Vreeze, the reappointments to the Supervisory Board of Frits van Paasschen and John Ramsay, as well as the appointments of Carla Mahieu and Corien Wortmann-Kool. One agenda item relating to an amendment of the Articles of Association was amended prior to the meeting. All topics were adopted by the General Meeting of Shareholders.