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Expert Corporate Governance Service (ECGS)
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Koninklijke DSM – AGM 8 May 2020

In general, Koninklijke DSM ("DSM") is in compliance with the Dutch regulations relating to the organisation and procedures of the Annual General Meeting.

 

Under ITEM 9b the supervisory board seeks authorisation to be the designated body entitled to issue additional shares and/or grant of rights to subscribe for shares in connection with mergers, acquisitions and/or (strategic) alliances. The authority will remain in effect for a period of 18 months (i.e. until November 8, 2021) and shareholders'pre-emptive rights may be waived. In aggregate, the authorisations requested under ITEMS 9a and 9b are limited to 20% of the Company's share capital, which exceeds ECGS'guidelines. Accordingly, ECGS recommends to vote OPPOSE.

 

Under ITEM 10 authorisation is sought to repurchase own shares. Although the authority requested would meet its guidelines, ECGS considers that it is currently not the right moment to proceed to a new share buyback programme in view of the recent events relating to Covid-19. Accordingly, ECGS recommends to vote OPPOSE.

 

Finally, under ITEM 11, authority is sought for a capital reduction by cancellation of part of its holding of treasury shares. In ECGS'view, a reduction of share capital by cancellation of shares is a technical issue that does not negatively impact shareholder interests. As a matter of principle, ECGS will only oppose share cancellations which significantly deplete cash flow provided that a company is not able to pay a dividend. However, whereas ECGS acknowledges that the company is currently well capitalised, it considers that it should wait until next year to cancel its repurchased shares. In case there is a further deterioration of the market, DSM could decide to re-issue the treasury shares to strengthen its capital base. Therefore, ECGS recommends to OPPOSE.

Underlying
Koninklijke DSM N.V.

Royal DSM is engaged in the creation of products and services in Life Sciences and Materials Sciences. Co.'s products and services are used globally in range of markets and applications in healthcare, pharmaceutical automotive and chemicals sectors. End markets include human and animal nutrition and health, personal care, pharmaceuticals, automotive, coatings and paint, electrics and electronics, life protection and housing. The activities of Co. are grouped into four clusters: Nutrition, Pharma, Performance Materials and Polymer Intermediates.

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