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 3a approval is sought for the Company's remuneration policy. Although ECGS has no concerns over the proposed amendments to the Company's executive remuneration policy, it does NOT approve of the maximum variable remuneration, corresponding to 600% of annual base salary (200% ST and 400% LT). Accordingly, ECGS recommends to vote OPPOSE.

Under ITEM 3b approval is sought for a LT incentive plan. ECGS notes that the LTI is capped at 400% of annual base salary, which exceeds its guidelines. ECGS therefore recommends to vote OPPOSE.

Under ITEM 6 authorisation is sought to repurchase own shares. Although the authority requested would meet its guidelines, ECGS considers that it is currently not the right moment to proceed to a new share buyback programme in view of the recent events relating to Covid-19. Accordingly, ECGS recommends to vote OPPOSE.

Finally, under ITEM 7, authority is sought for a capital reduction by cancellation of part of its holding of treasury shares. In ECGS'view, a reduction of share capital by cancellation of shares is a technical issue that does not negatively impact shareholder interests. As a matter of principle, ECGS will only oppose share cancellations which significantly deplete cash flow provided that a company is not able to pay a dividend. However, whereas ECGS acknowledges that the company is currently well capitalised, it considers that it should wait until next year to cancel its repurchased shares. In case there is a further deterioration of the market, Philips could decide to re-issue the treasury shares to strengthen its capital base. Therefore, ECGS recommends to OPPOSE.