Notice convening the Annual General Meeting of Shareholders 2023 of Koninklijke Philips N.V. (Royal Philips)

To be held at the Hotel Okura Amsterdam, Ferdinand Bolstraat 333, Amsterdam on Tuesday, May 9, 2023, beginning at 2.00 p.m. CET.

In short, the following agenda items are scheduled for the Annual General Meeting of Shareholders 2023:

  1. Speech of the President
  2. Annual Report 2022
    1. Explanation of the policy on additions to reserves and dividends
    2. Proposal to adopt the financial statements *
    3. Proposal to adopt dividend *
    4. Advisory vote on the Remuneration Report 2022 *
    5. Proposal to discharge the members of the Board of Management *
    6. Proposal to discharge the members of the Supervisory Board *
  3. Composition of the Board of Management
    Proposal to re-appoint Mr A. Bhattacharya as member of the Board of Management *
  4. Composition of the Supervisory Board
    1. Proposal to re-appoint Mr D.E.I. Pyott as member of the Supervisory Board *
    2. Proposal to re-appoint Ms M.E. Doherty as member of the Supervisory Board *
  5. Proposal to re-appoint Ernst & Young Accountants LLP as the company's external auditor for the financial year 2024 *
  6. Proposal to appoint PricewaterhouseCoopers Accountants N.V. as the company's external auditor for a term of four years starting the financial year 2025 *

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  1. Proposals to authorize the Board of Management to:
    1. issue shares or grant rights to acquire shares *
    2. restrict or exclude pre-emption rights *
  2. Proposal to authorize the Board of Management to acquire shares in the company *
  3. Proposal to cancel shares *
  4. Any other business

Agenda items marked with an asterisk (*) are voting items.

Meeting documents

The agenda with explanatory notes, the Annual Report 2022 (including the financial statements), the binding nominations and other information relevant for the AGM 2023 have been published on the company's website (www.philips.com/agm). The meeting documents are also available, free of charge, at the offices of the company (Amstelplein 2, 1096 BC Amsterdam), at ABN AMRO Bank N.V. via email: ava@nl.abnamro.com and on www.abnamro.com/evoting, and will be available at the meeting.

Record Date

Persons entitled to vote at or attend the AGM 2023, are those holders of common shares who on April 11, 2023, after processing of all settlements per this date (the Record Date) have these rights and are registered as such in a (sub)register designated by the Board of Management.

Meeting logistics and procedures

The AGM 2023 will be held at the Hotel Okura Amsterdam, Ferdinand Bolstraat 333, Amsterdam. Shareholders are invited to register to provide voting instructions or to attend the meeting

(in person or by proxy), all in accordance with the procedures set forth below. The meeting can be followed via a live webcast that will be available on the company's website (www.philips.com/agm).

On the day of the meeting, shareholders (and proxy holders) who wish to be admitted to the meeting are requested to register at the registration desk with the received admission ticket between 12.30 p.m. CET and the start of the meeting at 2.00 p.m. CET. After the start of the meeting the registration desk will be closed, and registration will no longer be possible.

Registration to attend the meeting and proxy voting

Holders of bearer shares may register to attend the AGM 2023 either in person or by proxy or to provide voting instructions for the meeting via internet (www.abnamro.com/evoting), or via the intermediary in whose administration the shareholder is registered as a shareholder of Royal Philips, in the period starting April 12, 2023, up to and including May 2, 5.30 p.m. CET. Their intermediary must, no later than May 3, 2023, 2.00 p.m. CET, submit to ABN AMRO a confirmation that such shares were registered in the relevant intermediary's administration on the Record Date. Holders of registered shares who wish to register and attend the meeting or provide voting instructions, must follow the procedures set forth in the letter sent to them. Shareholders may also choose to attend the meeting by proxy by submitting a power of attorney (available on www.philips.com/agm). Shareholders who register to attend the AGM 2023 (or their proxyholders) will receive an admission ticket for the meeting. By providing voting instructions, shareholders give power of attorney to IQ EQ Financial Services B.V. in Amsterdam, to vote on their shares at the meeting accordingly.

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New York Registry Shares

Holders of record of New York Registry Shares will receive a notice and proxy voting instructions for the AGM 2023 through the company's New York Transfer Agent (Deutsche Bank Trust Company Americas, 6201 15th Avenue Brooklyn, NY 11219, telephone (toll-free US)

+1-800-821-8780 and (outside of US) +1-718-921-8137). Persons beneficially holding New York Registry Shares through an intermediary that wish to provide voting instructions must follow the voting instruction requirements of, and adhere to the deadlines set by such intermediary.

Amsterdam, March 24, 2023

The Board of Management

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Disclaimer

Royal Philips NV published this content on 24 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 March 2023 07:09:31 UTC.