DSM - delivery of shares

THIS PRESS RELEASE IS NOT FOR GENERAL RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD VIOLATE APPLICABLE LAWS OR REGULATIONS

This is a press release by Koninklijke DSM N.V. (DSM) in connection with the voluntary public exchange offer by DSM-Firmenich AG (DSM-Firmenich) for all the issued and outstanding ordinary shares in the share capital of DSM (the Exchange Offer), pursuant to Section 13, paragraphs 1 and 2, and Section 17, paragraph 3, of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft (the Decree). The Exchange Offer is not being made, and the DSM ordinary shares will not be accepted for purchase from or on behalf of any holder of DSM ordinary shares, in any jurisdiction in which the making of the Exchange Offer or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of the offering circular in relation to the Exchange Offer dated 22 November 2022 (the Offering Circular).

HEERLEN, Netherlands, April 24, 2023 /PRNewswire/ -- Following the Offering Circular published on 22 November 2022, DSM and DSM-Firmenich are required to announce transactions in relation to the ordinary shares in their respective share capital in accordance with the Dutch public offer rules.

With reference to the Offering Circular (in particular sections 11.16 (Long-term incentive plans) and 13.7 (Principal terms of the Business Combination Agreement)), DSM has during the Acceptance Period tendered in the Exchange Offer 662,616 DSM ordinary Shares held in treasury in order to be able to fulfill its obligations under the respective DSM Incentive Plans after the Settlement Date. Upon Settlement, DSM received 662,616 DSM-Firmenich Ordinary shares in exchange for the aforementioned DSM Ordinary Shares tendered in the Exchange Offer.

Pursuant to commitments entered into prior to issuing the Offering Circular, DSM has on 24 April 2023 delivered 14,139 DSM-Firmenich ordinary shares to employees in view of (i) settling the vesting of 8,474 share units granted under the respective DSM Incentive Plan and (ii) settling the exercise of 5,665 stock options granted under the respective DSM Incentive Plan (average exercise price €61.92).

At the date hereof, DSM holds a total of 635,176 DSM-Firmenich ordinary shares (in order to be able to fulfill its obligations under the respective DSM Incentive Plans), representing approximately 0.4214% of the DSM-Firmenich ordinary shares.

DSM Royal DSM is a global, purpose-led company in Health, Nutrition & Bioscience, applying science to improve the health of people, animals and the planet. DSM's purpose is to create brighter lives for all. DSM's products and solutions address some of the world's biggest challenges while simultaneously creating economic, environmental and societal value for all its stakeholders – customers, employees, shareholders, and society at large. The company was founded in 1902 and is listed on Euronext Amsterdam. More information can be found at www.dsm.com.

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Forward-looking statementsThis press release may contain forward-looking statements with respect to DSM's future (financial) performance and position. Such statements are based on current expectations, estimates and projections of DSM and information currently available to the company. DSM cautions readers that such statements involve certain risks and uncertainties that are difficult to predict and therefore it should be understood that many factors can cause actual performance and position to differ materially from these statements. DSM has no obligation to update the statements contained in this press release, unless required by law. The English language version of the press release is leading.

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