The DSM Preference Shares Foundation was established in 1989.

By virtue of DSM's Articles of Association, 375,000,000 preference shares B can be issued. If, without the approval of the Managing Board and Supervisory Board, either a bid is made for the ordinary shares, or a significant participation in ordinary shares is built up, or such an event is likely to occur, then these preference shares B may be issued, which shares shall have the same voting rights as the ordinary shares. These preference shares can be placed with the DSM Preference Shares Foundation.

The DSM Preference Shares Foundation and DSM have concluded agreements on the placement of preference shares B and an option on such shares. Under these agreements, the Foundation is obliged to take preference shares B in DSM’s capital or has the right to acquire such shares to a maximum corresponding to 100% of the capital issued in any form other than preference shares B, less one.

The Foundation acquired no preference shares B in 2007.

On 31 December 2007 the Foundation Committee was composed as follows:

Floris Maljers, chairman
Maarten van Veen, vice-chairman
Mick den Boogert

The Foundation Committee

The DSM Managing Board and the Foundation Committee hereby declare that, according to their joint assessment, the DSM Preference Shares Foundation meets the independence requirements as referred to in article 5:71, first paragraph, under c of the Dutch Act on Financial Supervision (Wet op het financieel toezicht).

The Managing Board of Royal DSM N.V.

The Foundation Committee