Koninklijke DSM : DSM AGM – Minutes 29 May 2024

Minutes of the AGM of DSM B.V. held on 29 May 2024

Minutes of the proceedings of the Annual General Meeting of Shareholders of DSM B.V., held at Wilhelminasingel 39, Maastricht (The Netherlands), on Wednesday 29 May 2024 at 8.30 am CET.

Chair: Thomas Leysen, Chair of the Supervisory Board

Company secretary: Marjolein Lemmens

Mr. Leysen opens the meeting and welcomes everyone. He continues by sharing who is joining him that day: Ralf Schmeitz, Managing Board member of DSM and DSM's company secretary Marjolein Lemmens, who will draw up the minutes after this meeting. The company secretary will also oversee this meeting and the voting process in substitution of Joyce Leemrijse, the notary and partner with Allen Overy Shearman Sterling LLP. Voting for this Annual General Meeting was possible by written or electronic proxy including voting instructions and granting votes to the notary, as independent party. During the meeting the company secretary exercises the voting rights based on the substitution proxy issued by the notary. The notary received proxies and voting instructions for a total of 171,807,776 shares, being 98.73% of the issued share capital eligible to vote. During the meeting, the company secretary, in substitution of the notary, will supervise whether the conduct of this meeting is in line with all regulatory and statutory requirements.

Mr. Leysen mentions that the agenda and notes to the agenda and other relevant information could be consulted on the Company's website and were published on 15 May 2024. Holders of shares registered in the Company's shareholders register received the convocation to their addresses. Registration was possible till Friday 24 May 2024. Mr. Leysen determines that the notice to convene this AGM has been given with due observance of all legal and statutory requirements and that therefore this AGM is qualified to take legally binding decisions.

Mr. Leysen then continues to share the attendance data of this meeting. He shares that zero shareholders are present and 83 shareholders are represented. In total they represent a share capital of 171,807,776 shares, being 98.73 % of the issued capital eligible to vote. The exact voting results will be shared on the Company's website after the meeting.

Mr. Leysen then informs the meeting that each share entitles its holder to cast one vote. In the voting results, the votes in Favor, the votes Against and the Abstentions will be shown. As

Minutes AGM DSM B.V. 29 May 2024

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Minutes of the AGM of DSM B.V. held on 29 May 2024

abstentions are regarded as votes not cast, in the voting results only the percentages of votes in Favor and Against will be shown.

After a few further points of attention (the language of the meeting is English and a recording of the meeting is made for purpose of the minutes), Mr. Leysen moves to the next agenda item: the Annual Report 2023 by the Managing Board. He thanks the Managing Board for leading the Company as they did, navigating through a challenging external and business context. The Supervisory Board witnessed the Company's care for its employees, its commitment to customers and its determination to keep creating brighter lives for all. On behalf of the Supervisory Board, he expresses gratitude and respect for everyone working in DSM and with DSM.

Mr. Leysen then proceeds to item 3 on the agenda, the adoption of the Financial Statements for 2023. The Financial Statements, drawn up by the Managing Board, were approved by the Supervisory Board on 14 May 2024 and are on the agenda for adoption by this meeting. The Financial Statements 2023 have been audited by the external auditor. DSM will allocate all of its profits over 2023 to the reserves as set out in the Financial Statements on page 111. Consequently, no dividend distribution will be made.

This leads to agenda item 4 and 5, the release from liability. These agenda items comprise two voting items: the release from liability of the current and former members of the Managing Board and of the current and former members of the Supervisory Board. This release from liability relates to information resulting from the financial statements or otherwise known to the General Meeting before the financial statements are adopted.

Mr. Leysen then continues to the next agenda item, which is the proposed reappointment of Mr. Thomas Leysen as a member of the Supervisory Board. In accordance with Article 16.2 of the Articles of Association, it is proposed that the General Meeting reappoints Mr. Thomas Leysen as a member of the Supervisory Board of DSM B.V. in accordance with the nomination of the Supervisory Board for a period of four years.

The next agenda item is the appointment of the new external auditor. As KPMG Accountants N.V. reached the statutory limit for reappointment, DSM initiated a tender process for the selection of a new external auditor for the financial year 2025. This tender process was executed by the Supervisory Board, with the assistance of a Selection Committee. A detailed description of the

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Minutes of the AGM of DSM B.V. held on 29 May 2024

process is attached in Annex 1 to the agenda of this meeting. Based on the results of the selection process, the Supervisory Board proposes to appoint PricewaterhouseCoopers Accountants N.V. as external auditor of DSM for the year 2025.

Mr. Leysen then continues to the eight and last agenda item, which is the amendment of the Articles of Association. With the approval of the Supervisory Board, the Managing Board proposes to amend the Articles of Association as set out in the convocation for this meeting. The full text of the proposal for the amendment of the Articles of Association in Dutch (with an English office translation) is attached as Annex 2 of the agenda of this meeting. The proposed amendment of the Articles of Association also includes granting a power of attorney to each member of the Managing Board and each (deputy) civil-law notary and notarial assistant at Allen Overy Shearman Sterling LLP, Attorneys at Law, Civil-Law Notaries and Tax Consultants, in Amsterdam, to have the deed of amendment of the Articles of Association executed.

Mr. Leysen then proceeds to the end of this meeting. The company secretary exercised the voting rights and confirmed the voting results to Mr. Leysen. He concludes that all resolutions tabled for this meeting have been adopted. The exact voting results will be published on the DSM website later today. Mr. Leysen mentions that the minutes of this meeting will be made available on the DSM website. He thanks everyone for their attention and wishes them goodbye.

________________________________

Name: T. Leysen

Date: _____________2024

Title: Chair of the Supervisory Board

________________________________

Name: M.P.N. Lemmens

Date: _____________2024

Title: Company secretary

Minutes AGM DSM B.V. 29 May 2024

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