Information on the DSM share

Shares and listing¹

Ordinary shares in Koninklijke DSM N.V. are listed on the Euronext stock exchange in Amsterdam (Netherlands) (Stock code 00982, ISIN code NL0000009827). Options on ordinary DSM shares are traded on the European Option Exchange in Amsterdam (Euronext.LIFFE).

In the US, a sponsored unlisted American Depositary Receipts (ADR) program was offered by Deutsche Bank Trust Co. Americas (DR ISIN US7802491081), with four ADRs representing the value of one ordinary DSM share. This deposit agreement has been terminated with an effective termination date of 14 November 2022.

The dividend percentage of the cumprefs A is based upon the dividend yield of the ordinary shares (dividend as a percentage of the average share price). This percentage may be increased or decreased by a mark-up or discount of no more than one hundred (100) basis points, to be determined by the Managing Board in consultation with the Supervisory Board. The basis of computation of the dividend on the Cumulative Preference Shares is €5.2942.

Transfer of the cumprefs A requires the approval of the Managing Board, unless the shareholder is obliged by law to transfer his or her shares to a previous shareholder.

The average number of ordinary shares outstanding in 2022 was 172,826,732. All shares in issue are fully paid. On 31 December 2022, the company had 173,075,397 ordinary shares outstanding.

Issue of shares

The issue of shares takes place by a decision of the Managing Board. This decision is subject to the approval of the Supervisory Board. The scope of this power of the Managing Board shall be determined by a resolution of the General Meeting of Shareholders and shall relate to at most all unissued shares of the authorized capital, as applicable now or at any time in the future. In the Annual General Meeting of Shareholders of 10 May 2022, this power was extended up to and including 10 November 2023, on the understanding that this authorization of the Managing Board is limited to a number of ordinary shares with a nominal value amounting to 10% of the issued capital at the time of issue, and to an additional 10% of the issued capital at the time of issue in connection with a rights issue. The issue price will be determined by the Managing Board and shall to the extent possible be calculated on the basis of the trading prices of ordinary shares on the Euronext Amsterdam Stock Exchange.

Distribution of shares

Under the Dutch Financial Markets Supervision Act, shareholdings of 3% or more in any Dutch company must be disclosed to the Netherlands Authority for the Financial Markets (AFM). According to the register kept by the AFM, the following shareholders had disclosed that they have a direct or indirect (potential) interest between 3% and 10% in DSM’s total share capital as at 31 December 2022:

• ASR Nederland N.V.
• BlackRock, Inc.
• Capital Research and Management Company
• NN Group N.V.
• Rabo Participaties B.V.

Repurchase of own shares

The company may acquire paid-up own shares by virtue of a decision of the Managing Board, provided that the par value of the acquired shares in its capital amounts to no more than one tenth of the issued capital. Such a decision is subject to the approval of the Supervisory Board. In the Annual General Meeting of Shareholders of 10 May 2022, the Managing Board was authorized to acquire own shares for a period of 18 months from said date (i.e., up to and including 10 November 2023), up to a maximum of 10% of the issued capital, provided that the company will hold no more shares in stock than at maximum 10% of the issued capital.

The total number of issued shares is 218,826,029, consisting of 174,786,029 ordinary shares and 44,040,000 Cumprefs A.

In 2022, DSM repurchased 1,330,000 of its own shares for a total consideration of €210 million for the purpose of covering the company’s commitments under existing share-based compensation plans and final stock dividend 2021.

DSM Share price development versus AEX and Dow Jones Euro StoXX Chemical Index

rebased versus DSM share price in €

Trading volume ordinary DSM shares 2022 x million shares as reported by Euronext Amsterdam

x million shares as reported by Euronext Amsterdam

Article 10 of Directive 2004/25

With regard to the information referred to in the Resolution of article 10 of the EC Directive pertaining to a takeover bid which is required to be provided according to Dutch law, the following can be reported:

• Information on major shareholdings can be found in Distribution of shares
• There are no special statutory rights attached to the shares of the company
• There are no restrictions on the voting rights of the company’s shares. When convening a General Meeting of Shareholders, the Managing Board is entitled to determine a registration date in accordance with the relevant provisions of the Dutch Civil Code
• The applicable provisions regarding the appointment and dismissal of members of the Managing Board and the Supervisory Board and amendments to the Articles of Association can be found in the section Corporate governance and risk management
• The powers of the Managing Board regarding the issue and repurchase of shares in the company can be found in the sections Issue of shares and Repurchase of own shares above
• Other information can be found in the ‘Notes to the consolidated financial statements’ (16 Equity, 19 Borrowings, 27 Share-based compensation)

Dividend on ordinary shares

An interim dividend for the year 2022 of €0.93 per ordinary share was recognized as a liability in the second quarter of 2022. The total distribution amounted to €161 million. This interim dividend was paid as from 26 August 2022 in cash after deduction of 15% Dutch dividend withholding tax.

Upon a successful completion of the merger transaction between DSM and Firmenich, DSM-Firmenich intends to offer a gross dividend to all DSM-Firmenich shareholders of in total €423 million which is almost €1.60 per share as described in the Offering Circular. Subject to the General Meeting of DSM-Firmenich resolving to pay this dividend, eligible DSM shareholders who tender their DSM ordinary shares for DSM-Firmenich ordinary shares will receive a total dividend of about €2.53 over 2022 (versus €2.50 over 2021).

Dividend on Cumulative Preference Shares A

The Cumprefs A are, in accordance with article 32, section 3, of the Articles of Association, entitled to a dividend for the financial year 2022, which dividend has been determined by the Managing Board in consultation with the Supervisory Board to be €0.1334 per Cumulative Preference Share A, which is equal to the dividend paid over 2021 for these shares. An interim dividend of €0.04 per Cumulative Preference Share A having been paid in August 2022, the final dividend thus amounts to €0.0934 per Cumulative Preference Share A.

Bearer shares

On 27 April 2006, all bearer shares (‘aandelen aan toonder’) in DSM’s issued share capital were converted into registered shares (‘aandelen op naam’) pursuant to an amendment of the Articles of Association made at the time. In order to exercise the rights vested in the shares, holders of former bearer shares were required to hand in their bearer share certificates (‘aandeelbewijzen’) to DSM.

Pursuant to an amendment of Section 2:82 of the Dutch Civil Code (DCC) in 2019, DSM shareholders who still have not handed in their bearer share certificates will lose any entitlement to exchange their bearer share certificates for a replacement share as per 2 January 2026.

In accordance with Section 2:391(2) DCC, DSM hereby gives notice of the following:

(i) A shareholder may not exercise the rights vested in a share until after he/she has handed in his/her bearer share certificates to DSM.

(ii) A bearer share certificate which was not handed in to DSM on or before 31 December 2020 has become void and the share represented by the bearer share certificate has been acquired by DSM for no consideration, irrespective of whether DSM’s Articles of Association allow the acquisition of its own shares. Section 2:98a (3) DCC does not apply to this acquisition. DSM shall be registered as the shareholder thereof in DSM’s shareholders register. DSM shall hold the shares until the end of the period mentioned in (iii) below.

(iii) A shareholder who hands in a bearer share certificate to DSM no later than five years after the acquisition mentioned in (ii) above, therefore no later than 1 January 2026, is entitled to receive from DSM a replacement registered share provided that this share is registered in DSM’s shareholders register in the name of a central securities depository, and DSM will instruct the shareholder’s bank to credit the share in a securities account in the name of holder of the bearer share certificate.

The procedure described above follows from Section 2:82(3) up to and including (9) DCC, whose provisions apply.

1 Status as at 31 December 2022