Expert Corporate Governance Service (ECGS)
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Koninklijke Philips - AGM 09 May 2019

In general, Koninklijke Philips ("Philips") is in compliance with the Dutch regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 4a, it is proposed to re-appoint Mr. David Pyott as Member of the supervisory board. Although he is considered independent, ECGS has concerns over his aggregate time commitments. Mr. Pyott is serving as Chairman of the board of directors of Bioniz Therapeutics LLC (substantial non-listed company) and non-executive director of Avery Dennison Inc, Koninklijke Philips N.V, Alnylam Pharmaceuticals Inc and Biomarin Pharmaceutical Inc. (all listed), which exceed ECGS' guidelines. In view of concerns over aggregate time commitments, ECGS recommends to vote OPPOSE.

Under ITEM 7, the executive board, subject to approval of the supervisory board, seeks authorisation to repurchase own shares. In aggregate, the authority requested is limited to 20% of the Company's share capital and thereby exceeds ECGS' guidelines. Accordingly, ECGS recommends to vote OPPOSE.

There are no further peculiarities.

Koninklijke Philips

Koninklijke Philips Electronics is active in the markets of healthcare, consumer lifestyle and lighting. Co.'s activities can be divided into three segments: Healthcare (Co. provides Imaging Systems, Patient Care and Clinical Informatics, Home Healthcare Solutions and Customer Services), Consumer Lifestyle (Co.'s products are divided into the following: Health and Wellness; Domestic Appliances; and Lifestyle Entertainment), Lighting (Co. provides lighting solutions for homes, shops, offices, schools, hotels, factories and hospitals; Co. also offers solutions for roads (street lighting and car lights) and for public spaces, residential areas and sports arenas).


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