Philips : Voting Results and Resolutions AGM 2023

Voting results and resolutions 2023 AGM Royal Philips

Voting results and summary of the resolutions taken at the Annual General Meeting of Shareholders of Koninklijke Philips N.V. held on May 9, 2023.

On the record date for the 2023 AGM (April 11, 2023) the total number of issued shares in Koninklijke Philips N.V. was 889,315,082 ordinary shares. Considering the number of shares held in treasury, which amounted to 7,792,047 on such record date, the number of voting rights amounted to 881,523,035.

Percentages have been rounded.

Agenda item 2b

The General Meeting of Shareholders adopted the financial statements 2022.

Overview votes

For	649,986,520	99.97%
Against	162,909	0.03%
Abstain	7,049,873
Total shares voted / votes cast	650,149,429
(i.e. excluding abstentions)
	73.75% of issued and outstanding share capital

Agenda item 2c

The General Meeting of Shareholders adopted a dividend of EUR 0.85 per common share, in common shares, against retained earnings.

Overview votes

For	649,938,916	99.09%
Against	5,948,361	0.91%
Abstain	1,322,971
Total shares voted / votes cast	655,887,277
(i.e. excluding abstentions)
	74.40% of issued and outstanding share capital

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Agenda item 2d

The General Meeting of Shareholders cast an advisory vote on the approval of the Remuneration Report 2022.

Overview votes

For	609,187,110	94.78%
Against	33,538,726	5.22%
Abstain	14,483,048
Total shares voted / votes cast	642,725,836
(i.e. excluding abstentions)
	72.91% of issued and outstanding share capital

Agenda item 2e

The General Meeting of Shareholders discharged the members of the Board of Management.

Overview votes

For	127,865,347	23.58%
Against	414,487,327	76.42%
Abstain	114,860,209
Total shares voted / votes cast	542,352,674
(i.e. excluding abstentions)
	61.52% of issued and outstanding share capital

Agenda item 2f

The General Meeting of Shareholders discharged the members of the Supervisory Board.

Overview votes

For	493,875,534	94.80%
Against	27,103,639	5.20%
Abstain	136,233,710
Total shares voted / votes cast	520,979,173
(i.e. excluding abstentions)
	59.10% of issued and outstanding share capital

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Agenda item 3

The General Meeting of Shareholders re-appointed Mr A. Bhattacharya as member of the Board of Management with effect from May 9, 2023.

Overview votes

For	651,068,102	99.30%
Against	4,582,647	0.70%
Abstain	1,557,448
Total shares voted / votes cast	655,650,749
(i.e. excluding abstentions)
	74.38% of issued and outstanding share capital

Agenda item 4a

The General Meeting of Shareholders re-appointed Mr D.E.I. Pyott as member of the Supervisory Board with effect from May 9, 2023.

Overview votes

For	617,882,101	94.23%
Against	37,823,788	5.77%
Abstain	1,501,604
Total shares voted / votes cast	655,705,889
(i.e. excluding abstentions)
	74.38% of issued and outstanding share capital

Agenda item 4b

The General Meeting of Shareholders re-appointed Ms M.E. Doherty as member of the Supervisory Board with effect from May 9, 2023.

Overview votes

For	636,489,600	97.16%
Against	18,634,683	2.84%
Abstain	2,085,066
Total shares voted / votes cast	655,124,283
(i.e. excluding abstentions)
	74.32% of issued and outstanding share capital

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Agenda item 5

The General Meeting of Shareholders re-appointed Ernst & Young Accountants LLP as the company's auditor for the financial year 2024.

Overview votes

For	654,222,137	99.94%
Against	389,619	0.06%
Abstain	2,593,143
Total shares voted / votes cast	654,611,756
(i.e. excluding abstentions)
	74.26% of issued and outstanding share capital

Agenda item 6

The General Meeting of Shareholders appointed PricewaterhouseCoopers Accountants N.V. as the company's auditor for a term of four years starting the financial year 2025.

Overview votes

For	653,786,228	99.88%
Against	802,912	0.12%
Abstain	2,615,111
Total shares voted / votes cast	654,589,140
(i.e. excluding abstentions)
	74.26% of issued and outstanding share capital

Agenda item 7a

The General Meeting of Shareholders authorized the Board of Management for a period of 18 months, effective May 9, 2023, as the body which is authorized, with the approval of the Supervisory Board, to issue shares or grant rights to acquire shares within the limits laid down in the Articles of Association.

Overview votes

For	631,605,600	96.29%
Against	24,310,221	3.71%
Abstain	1,288,335
Total shares voted / votes cast	655,915,821
(i.e. excluding abstentions)
	74.41% of issued and outstanding share capital

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Agenda item 7b

The General Meeting of Shareholders authorized the Board of Management for a period of 18 months, effective May 9, 2023, as the body which is authorized, with the approval of the Supervisory Board, to restrict or exclude the pre-emption rights accruing to shareholders.

Overview votes

For	627,545,528	95.71%
Against	28,108,158	4.29%
Abstain	1,553,129
Total shares voted / votes cast	655,653,686
(i.e. excluding abstentions)
	74.38% of issued and outstanding share capital

Agenda item 8

The General Meeting of Shareholders authorized the Board of Management for a period of 18 months, effective May 9, 2023, within the limits of the law and the Articles of Association, to acquire, with the approval of the Supervisory Board, for valuable consideration, on the stock exchange or otherwise, shares in the company at a price between, on the one hand, an amount equal to the par value of the shares and, on the other hand, an amount equal to 110% of the market price of these shares on Euronext Amsterdam; the market price being the average of the highest price on each of the five days of trading prior to the date on which the agreement to acquire the shares is entered into, as shown in the Official Price List of Euronext Amsterdam.

Overview votes

For	636,738,329	97.27%
Against	17,851,213	2.73%
Abstain	2,617,717
Total shares voted / votes cast	654,589,542
(i.e. excluding abstentions)
	74.26% of issued and outstanding share capital

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