DSM in motion: driving focused growth

Partnership for
Polymer Intermediates & Composite Resins

Investor Presentation

16 March 2015
Safe harbor statement

This presentation may contain forward-looking statements with respect to DSMs 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
presentation, unless required by law.

A more comprehensive discussion of the risk factors affecting DSMs business can be
found in the companys latest Annual Report, which can be found on the companys
corporate website, www.dsm.com

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Highlights of the transaction
Royal DSM and CVC Capital Partners (CVC) have announced an agreement for a
partnership for DSMs activities in Polymer Intermediates (Caprolactam and Acrylonitrile)
and Composite Resins through the formation of a new company, provisionally called
NewCo
NewCo will be 65% owned by CVC and 35% by DSM, with 1,950 employees
Pro-forma third-party sales of NewCo in 2014 amounted to 2.1 billion with a 2014
EBITDA of 106 million
The enterprise value of the transaction is 600 million plus an earn-out of up to 175
million
Financing of NewCo will primarily be through an equity contribution from both
shareholders, third party financing and a 100 million bridge loan provided by DSM
Estimated net cash proceeds at closing to DSM of 300-350 million
DSM will recognize an initial book loss of approximately 130 million after tax and non-
controlling interests, as an exceptional item in Q1 2015
Closing, subject to customary conditions and approvals, is expected in Q3 2015

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Further details of the deal
DSM will contribute its global caprolactam business (Europe, North America, its 60%
stake in DNCC (China) and the caprolactam licensing business), DSMs acrylonitrile
business and DSMs Composite Resins business including its 75% stake in JDR (China)

DSMs 65% stake in the service organization Sitech Services held via its caprolactam
and acrylonitrile businesses will also be transferred

NewCo will continue to supply at least 80% of DSM Engineering Plastics caprolactam
needs in Europe and North America for the coming 15 years via a drawing rights
contract, effectively maintaining DSM Engineering Plastics backward integration. In
China DSM Engineering Plastics will continue to be supplied by NewCo as today. This
secures an ongoing strategic and competitive position for the polyamide 6 business in
which DSM is a global leader

NewCo will operate as an independent company with three business units:

caprolactam, acrylonitrile and composite resins. Pro-forma third party sales of NewCo
amounted to 2.1 billion in 2014 with an EBITDA of 106 million (excluding non
controlling interest), including EBITDA from Sitech Services of 19 million and
caprolactam licensing income

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Strategic rationale for DSM
Delivers on the strategic actions DSM announced for these businesses and is a decisive
step in further optimizing DSMs portfolio and reducing our cyclicality
We have found a good partner in CVC after a careful process in which we evaluated all
options. We believe the partnership with CVC is the best way forward for these
businesses
This partnership secures a long-term competitive supply position of caprolactam for
DSM Engineering Plastics
As a 35% shareholder in NewCo, DSM will be able to benefit from any improvements in
the businesses that will become part of NewCo
DSM can now fully focus on improving the operational performance of its Nutrition and
Performance Materials businesses, complemented by accelerated actions to improve
efficiencies and reduce costs
This transaction is geared towards value creation for these businesses and is consistent
with our commitment to continue to generate value for our stakeholders and deliver
on our strategy

DSM delivers on the strategic actions it announced for these businesses

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 NewCos businesses at a glance
Impact on DSMs financials
CVC at a glance
DSMs strategy

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Sites & employees in scope of NewCo
The Netherlands
Caprolactam, Acrylonitrile
(Sittard-Geleen)
Composite Resins (Schoonebeek,
Zwolle)
France ~575 employees
Composite Resins
Compiegne
~75 employees Germany / Switzerland
Composite Resins Bruchsal,
Head office Composite Resins
in Schaffhausen
~35 employees

US / Georgia China
DCNA Augusta Head office DFI/Caprolactam
~350 employees in Shanghai
DNCC Nanjing
Italy Composite Resins Nanjing
Composite Resins Filago ~850 employees
~ 85 employees

~ 1,950 employees worldwide will be transferred from DSM to NewCo

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Caprolactam business at a glance
Total third party sales of ~1.3bn (2014)
Key locations:
DNCC: 400kt in Nanjing (China ); 40% owned by Sinopec
270kt in Sittard Geleen (The Netherlands)
DCNA: 250kt in Augusta (US), incl. 45kt drawing rights Shaw
Headoffice in Shanghai (China)
DSMs caprolactam business holds a 19% share in Sitech Netherlands
Including licensing of technology
Main product is caprolactam (920kt), by-product is ammonium sulfate (1.7Mt)
Main applications are: textiles, floor coverings (carpets), engineering plastics, industrial
yarns and film
Augusta, Georgia (US) Sittard-Geleen (NL) Nanjing (China)

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Acrylonitrile business at a glance
Sales of ~450m (2014)
Manufacturing location: a 280kt plant with two lines,
and head office, based in Sittard - Geleen (The
Netherlands)
DSM Acrylonitrile holds a 46% share in Sitech
Netherlands
Main products are acrylonitrile, ammonium sulfate,
hydrogen cyanide, sodium cyanide and acetonitrile
Main applications are:
Acrylic fibers mainly for textiles
ABS/SAN for automotive, domestic
Acrylamide for water treatment and enhanced
oil recovery
Synthetic rubber copolymers
Carbon fiber precursors for aircraft, windturbines,
automotive

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Composite Resins business at a glance
Sales of ~ 250m (2014)
Includes Composite Resins Europe and Composite Resins
Asia, Jinling DSM Resins, a 75% partnership with Sinopec
in Nanjing
4 production locations:
Schoonebeek, The Netherlands
Compiegne, France
Filago, Italy
Nanjing, China
Head office in Schaffhausen (Switzerland)
Main products are unsaturated polyester resins, vinyl
ester, gelcoats and sizing & binders
Main applications are:
Building & infrastructure
Transportation, marine
Tanks, pipes

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 NewCos businesses at a glance
Impact on DSMs financials
CVC at a glance
DSMs strategy

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Impact on DSMs financials
Estimated net cash proceeds at closing to DSM of 300-350 million, which DSM will use
for net debt reduction

This cash amount results from the Enterprise Value of 600m (excluding the earn-out
of up to 175 million) minus:
A bridge loan of 100 m which DSM will provide to Newco
DSMs equity reinvestment for the 35% stake in Newco
The usual cash adjustments related to working capital and debt-like items

An initial book loss of approximately 130 million, after tax and non-controlling
interests, will be recognized as an exceptional item in Q1 2015. This reflects the
estimated valuation of the assets on a fair value less cost to sell basis, taking into
account the specific terms of the transaction including the drawing rights

DSMs caprolactam, acrylonitrile and composite resins businesses will be classified as

assets held for sale in Q1 2015

From the closing date onwards, DSM will present the investment in NewCo as an
associate, accounted in accordance with the equity method

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Pro-forma impact on 2014 P&L*
DSM Sales will decline by ~2.1bn (2014 third-party sales of businesses in scope)
EBITDA to be deconsolidated due to this partnership will be 125m at 100% base; including 19m
EBITDA equivalents for non-controlling interests (DNCC, JDR and Sitech)
Indicative restated figures after deconsolidation of NewCo, Euroresins and Synres are presented in
the table below*
2014 ( m) Sales EBITDA
Reported Restated* Reported Restated*
Nutrition 4,335 4,335 850 850
Performance Materials 2,792 2,460 343 323
Polymer Intermediates 1,727 0 83 0
Innovation Center 154 154 -18 -18
Corporate Activities 173 102 -90 -117**
Continuing Operations 9,181 7,051 1,168 1,038
Discontinued: NewCo - 2,055*** - 125
Discontinued: Euroresins / Synres - 125 - 5
* Indicative numbers, final re-stated figures will be made available in due course
** Impact on Corporate Activities due to deconsolidation of Sitech
*** Including ~50m of internal supplies that have become third-party sales after divestment of Euroresins

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 Slide provided by CVC Capital Partners, see their website for legal disclaimers

CVC at a glance

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 Slide provided by CVC Capital Partners, see their website for legal disclaimers

Leading Global Private Equity Firm

33 >300 169 $80bn

Years Investments Investment Funds
Professionals Committed
Proven record of
A loyal & diversified
Private Equity
Since 1981 investor base
investment success

Leading Global Experienced and Conservative Positive Returns

Franchise Cohesive Team Investment Strategy
320 total professionals Leverage our global
Global presence with 22 Generated positive
from over 30 nations network to access
offices on 3 continents returns across sector,
proprietary deal flow
54 partners with an geography and cycles
One of the market Focus on transactions
average tenure of 11
leaders in Europe and where CVC can bring
years with CVC
Asia Pacific buyouts added value, ranging
from an enterprise value
of between 500m to
5bn

Page
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14 14
 Slide provided by CVC Capital Partners, see their website for legal disclaimers

Small Locally-Rooted Teams

22 Offices Globally

CEE Jakarta
San Francisco Operations FIG Financing FIG Madrid Zurich Frankfurt Singapore FIG Beijing
Operations TMT Paris Hong Kong Financing OperationsSeoul
Brussels Milan Stockholm
New York London Jersey Amsterdam LuxembourgCopenhagen Bangkok Operations Shanghai Tokyo

Page 15 15
 Slide provided by CVC Capital Partners, see their website for legal disclaimers

CVC Private Equity Europe Overview

CVC Private Equity Europe
Coverage People Portfolio

Established in 1981 10 geographic teams, Capital Invested: 24bn

4 specialist teams
7 Funds: $50bn raised >130 investments
33 partners with an average
14 offices in Europe and US Current Portfolio Company
tenure of 12 years
Revenues: 80bn
79 investment professionals
Current Portfolio Company
20 nationalities Employees: ~240,000

CVC manages capital on behalf of over 300 investors with c.80% coming from public & private pension funds & fund
of funds

Trademark Investments

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 NewCos businesses at a glance
Impact on DSMs financials
CVC at a glance
DSMs strategy

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DSM in motion: driving focused growth

Creating sustainable value along all growth drivers for our stakeholders

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Another significant step in DSMs transformation
1995 2000 2005 2010 2014 pro-forma*
Petrochemicals Petrochemicals Base Chemicals Others
& Materials Pharma Performance
Energy Energy Energy Materials
Polymer
Engineering Engineering Others Intermediates
Plastic Products Plastic Products & Composite
Curver Resins
EBAs
Base Chemicals Base Chemicals
Proportion of DSM sales (%)

& Materials & Materials

Others Others

Nutrition
Pharma
Polymer Interm.
& Comp. Resins

Continuous shift to higher quality portfolio with reduced cyclicality

* 2014 numbers are indicative numbers: sales adjusted for deconsolidation of Polymer Intermediates, Composite
Resins, Sitech, Synres and Euroresins; Final restated figures will be made available in due course

Page 1919
Impressive progress made on strategy
DSM significantly transformed
Increased global reach; stronger presence High Growth Economies
Capital allocation strongly focused on Nutrition through targeted acquisitions
Value creation through sustainable innovation and new business platforms (EBAs)
Pharma JVs established
Partnership in Polymer Intermediates and Composite Resins announced

DSM is now well positioned with attractive portfolio:

High quality, Nutrition and Performance Materials businesses with a good growth
and return profile
Attractive emerging business areas established (Innovation Center) providing
significant future value

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Priority is driving operational performance

Focused strategy to improve financial performance:

Drive improved performance of Nutrition, Performance Materials and Innovation
activities,
Complete accelerated actions to improve efficiencies and reduce costs
Unlock hidden pockets of value in Pharma and Innovation assets
Focus on cash generation
Strict capital allocation
No large M&A contemplated for now;
current focus is on integration of Nutrition acquisitions of recent years
Committed to policy of stable, preferably rising, dividend

DSM actively generating shareholder value

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