Philips : Binding list of nominees AGM 2023

Binding list of nominees

In relation to the Annual General Meeting of Shareholders of Koninklijke Philips N.V. (Royal Philips) to be held on Tuesday, May 9, 2023.

Nominee for re-appointment as member of the Board of Management

In accordance with Article 10, paragraph 2 of the Articles of Association of the company,

the Supervisory Board nominates the following person for re-appointment as member of the Board of Management, at the Annual General Meeting of Shareholders 2023 (which nomination is binding).

Mr A. Bhattacharya (Indian, 1961)

Abhijit Bhattacharya has held the positions of Chief Financial Officer ('CFO') and member of the Board of Management since December 18, 2015. The Supervisory Board, endorsed by the Chief Executive Officer ('CEO'), recommends to the shareholders to re-appoint him as member of the Board of Management for an additional period of two years, with effect from May 9, 2023. Subject to his re-appointment, Mr Bhattacharya will continue to fulfill the role of CFO of Royal Philips.

Since the appointment of the new CEO in October 2022, Philips has made several changes to its organization as well as further improved the company's talent by appointing a new Chief Patient Safety & Quality Officer, a new Chief Market Leader of Philips North America, a new Chief Business Leader of the Connected Care businesses, and the company started a search for a new leader for its Precision Diagnosis businesses. Against this background, the Supervisory Board is pleased that Mr Bhattacharya is willing to add a two-year's term to his tenure as CFO that started in 2015, thereby ensuring continuity and enabling a smooth succession process in parallel.

The Supervisory Board recommends to the shareholders to re-appoint Mr. Bhattacharya as member of the Board of Management with effect from May 9, 2023. He will continue to fulfil the role of Chief Financial Officer of Royal Philips.

In line with the company's Articles of Association and the Dutch Corporate Govenance Code, the term of appointment of Mr Bhattacharya will ultimately expire at the end of the Annual General Meeting of Shareholders to be held in 2025. The new services agreement (overeenkomst van opdracht) between the company and Mr Bhattacharya (which is subject to his re-appointment), has been published on the company's website.

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Nominees for re-appointment as members of the Supervisory Board

In accordance with Article 19, paragraph 2 of the company's Articles of Association, the Supervisory Board nominates the following persons for re-appointment as members of the Supervisory Board, at the Annual General Meeting of Shareholders 2023 (which nominations are binding).

Mr D.E.I. Pyott (British/American, 1953)

David Pyott became a member of the Supervisory Board at the Annual General Meeting of Shareholders 2015. Mr Pyott is a member of the Board of Directors of Alnylam Pharmaceuticals Inc., BioMarin Pharmaceutical Inc. and Pliant Therapeutics. Furthermore, Mr Pyott holds the positions of Deputy Chairman of the Governing Board of London Business School, member of the Board of Trustees and Executive Committee of the California Institute of Technology, President of the Ophthalmology Foundation and President of the Advisory Board of the Foundation of the American Academy of Ophthalmology. Previously Mr Pyott held the position of Chairman and Chief Executive Officer of Allergan, Inc. and Lead Director of Avery Dennison Corporation.

Taking into account the desired profile of the Supervisory Board and desired competencies and experiences, the Supervisory Board proposes the re-appointment of Mr Pyott as a member of the Supervisory Board (in accordance with the Dutch Corporate Governance Code) for an additional period of two years on the basis of Mr Pyott's contributions to the Supervisory Board in the past eight years and the way he fulfills his role as Chair of the Quality & Regulatory Committee. Further deepening the quality and patient safety capability across the company, including the completion of the Philips Respironics voluntary recall is one of the three priorities of the company and given Mr Pyott's background and experience among others in this domain, the Supervisory Board is of the opinion that Mr Pyott's contributions to the Supervisory Board will continue to be valuable to the company.

Mr Pyott holds 19,000 shares in Royal Philips and is considered an independent member of the Supervisory Board under the Dutch Corporate Governance Code.

The Supervisory Board proposes to re-appoint Mr Pyott as a member of the Supervisory Board, effective May 9, 2023, for a period of two years. In line with the Dutch Corporate Governance Code and the Articles of Association, the term of appointment of Mr Pyott will expire at the end of the Annual General Meeting to be held in 2025.

Ms M.E. Doherty (British/Irish, 1957)

Liz Doherty became a member of the Supervisory Board at the Annual General Meeting of Shareholders 2019. She is a member of the Supervisory Board and Chairwoman of the audit committee of Novartis AG and of Corbion N.V. Ms Doherty is an advisor to GBfoods SA and Affinity Petcare SA, subsidiaries of Agrolimen SA and is a fellow of the Chartered Institute of Management Accountants and former CFO and board member of Reckitt Benckiser Group PLC, former CFO of Brambles Ltd, former non-executive director and audit committee member at Delhaize Group, Nokia Corp., SABMiller PLC and Dunelm Group PLC. Previously, Ms Doherty also held the position of non-executive board member of the UK Ministry of Justice and of His Majesty's Courts and Tribunals Service (UK).

The Supervisory Board recommends the re-appointment of Ms Doherty in view of her extensive broad-based and international financial experience and her contributions to the Supervisory Board over the past four years, including but not limited to the way she fulfills her role as Chair of the Audit Committee.

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Ms Doherty holds no shares in Royal Philips and is considered an independent member of the Supervisory Board under the Dutch Corporate Governance Code.

The Supervisory Board proposes to re-appoint Ms Doherty as a member of the Supervisory Board, effective May 9, 2023, for a period of four years. In line with the Dutch Corporate Governance Code and the Articles of Association, the term of appointment of Ms Doherty will expire at the end of the Annual General Meeting to be held in 2027.

The Supervisory Board is very pleased that Mr Pyott and Ms Doherty both remain available as members of the Supervisory Board.

Amsterdam, March 2023

The Supervisory Board

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