Signify

Annual General Meeting of Shareholders 2018



The Board of Management is pleased to invite you to the company’s Annual General Meeting on Tuesday May 15, 2018 at 14:00 CET at High Tech Campus 48, 5656 AE Eindhoven, the Netherlands

Agenda

  1. Presentation by CEO Eric Rondolat

  2. Implementation of the remuneration policy in 2017

  3. Explanation of the policy on additions to reserves and dividends

  4. Implementation of the new Dutch Corporate Governance Code in the company’s governance structure

  5. Financial statements 2017
    Proposal to adopt the financial statements for the financial year 2017 (voting item)

  6. Dividend
    Proposal to adopt a cash dividend of EUR 1.25 per ordinary share over the financial year 2017 (voting item)

  7. Discharge members of the Board of Management and the Supervisory Board
    1. Proposal to discharge the members of the Board of Management in respect of their duties performed in 2017 (voting item)
    2. Proposal to discharge the members of the Supervisory Board in respect of their duties performed in 2017 (voting item)

  8. Composition of the Supervisory Board
    Proposal to appoint Eelco Blok as member of the Supervisory Board (voting item)

  9. Amendment of articles of association
    Proposal to amend the company’s articles of association – change of the company name of Philips Lighting N.V. (voting item)

  10. Authorizations of the Board of Management to (a) issue shares or grant rights to acquire shares, and (b) restrict or exclude pre-emptive rights
    1. Proposal to authorize the Board of Management to issue shares or grant rights to acquire shares (voting item)
    2. Proposal to authorize the Board of Management to restrict or exclude preemption rights (voting item)

  11. Authorization of the Board of Management to acquire shares in the company
    Proposal to authorize the Board of Management to acquire shares in the company (voting item)

  12. Cancellation of shares
    Proposal to authorize the Board of Management to cancel shares (voting item)

  13. Any other business

Attending the meeting and voting
The procedures for registration, representation and voting at the Annual General Meeting of Shareholders of Philips Lighting N.V. on Tuesday May 15, 2018 (the “AGM”) are described below. The AGM will be held at High Tech Campus 48, 5656 AE Eindhoven, the Netherlands.

AGM documents
The following meeting documents are available on the company’s website:

  • The AGM agenda and the explanatory notes to the agenda, including information on the nominated member of the Supervisory Board and the proposed amendment to the articles of association of Philips Lighting N.V.
  • A document containing instructions on attending the AGM and voting
  • Philips Lighting N.V.’s Annual Report 2017, including the financial statements for the financial year 2017, other information required by the Dutch Civil Code and the reports of the Board of Management and the Supervisory Board
  • A form of power of attorney to vote shares in the company’s share capital in respect of the items on the agenda for the AGM

These documents are also available for inspection and can be obtained free of charge at the office of the company, Herikerbergweg 102, 1101 CM Amsterdam and at the office of ING Bank N.V., Foppingadreef 7, 1102 BD Amsterdam (“ING”).

Questions on the agenda items may be submitted via e-mail to the company at investor.lighting@philips.com.

Record Date
Persons will be entitled to attend and vote at the AGM, provided they (1) are registered as a shareholder of Philips Lighting N.V. on Tuesday April 17, 2018, after processing of all settlements of that date (the “Record Date”) in one of the registers mentioned below, and (2) have submitted their application to attend the AGM in accordance with the procedure as set out below (the “Shareholders”).

The Board of Management has designated as registers: (a) for shares held through Euroclear: the administrations at the Record Date of the banks and brokers which are intermediaries (intermediairs) of Euroclear Nederland within the meaning of the Dutch Securities Giro Transfer Act (Wet giraal effectenverkeer), and (b) for shares held directly in the company’s shareholders register: the company’s shareholders register at the company’s office in Eindhoven at the Record Date.

Registration for attending the AGM
Shareholders who either in person or by proxy wish to attend the AGM have to register for the meeting from Wednesday April 18, 2018 up to and including Tuesday May 8, 2018 before 17:00 CET as follows.

Shareholders can register via https://ing.evo-platform.com/light or via the intermediary where their shares are administered. The intermediaries must provide ING no later than Tuesday May 8, 2018 at 17:00 CET with an electronic statement that includes the number of shares held by the relevant Shareholder on the Record Date and the number of shares which have been applied for registration. Upon registration, ING will issue a registration certificate for each Shareholder via the relevant intermediaries that serves as admission ticket for the AGM. Shareholders registered in the company’s shareholders register directly have to register in the manner communicated with them.

Voting by proxy
Shareholders registered in accordance with the procedure stated above, who wish to have themselves represented at the AGM may give voting instructions electronically to civil-law notary Cindy Smid or her substitute from Zuidbroek Corporate Law Notaries.

Shareholders can do so via https://ing.evo-platform.com/light (available as of April 18, 2018) no later than Tuesday May 8, 2018 before 17:00 CET.

Shareholders registered in accordance with the procedure stated above, who wish to have themselves represented at the AGM by another person may for that purpose also use a physical form of power of attorney which can be found on the company’s website. The duly completed and executed power of attorney must be received by ING for the attention of Issuer Services, location TRC 02.039, Foppingadreef 7, 1102 BD Amsterdam (e-mail: iss.pas@ing.nl, fax: +31 20 5636959) no later than Tuesday May 8, 2018 before 17:00 CET.

Admission to the AGM
Registration for admission to the AGM will take place on the day of the meeting from 12:30 CET until the start of the AGM at 14:00 CET. After this time, registration for admission is no longer possible. Persons entitled to attend the AGM must present a valid admission ticket for the AGM and may be asked for identification prior to being admitted and are therefore requested to carry a valid identity document.

March 29, 2018

Philips Lighting N.V.
Board of Management

Message details

Sub-group Equities
Issuer Signify
Category Meeting
ISIN NL0011821392
Symbol LIGHT
Securities name Ordinary shares
Publication date March 30 2018

Downloads

Explanation agenda.pdf

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