Philips 2004 Annual Report Download - page 206

Resolutions taken at a General Meeting of Shareholders shall be
recorded by a civil law notary and co-signed by the chairman of the
meeting; such resolutions shall also be published in English and
Dutch on the Company’s website within one day after the
meeting. A summary of the discussions during the General Meeting
of Shareholders, in the language of the meeting, is made available
to shareholders, on request, no later than three months after the
meeting. Shareholders shall have the opportunity to react to this
summary in the following three months, after which a final
summary is adopted by the chairman of the meeting in question.
Such summary shall be placed on the Company’s website.
Proxy voting and the Shareholders Communication
Channel
Philips was one of the key companies in the establishment of the
Shareholders Communication Channel, a project of Euronext
Amsterdam, banks in the Netherlands and several major Dutch
companies to simplify contacts between a participating company
and shareholders that hold their shares through a Dutch bank
account with a participating bank. The Company uses the
Shareholders Communication Channel to distribute materials –
including a voting instruction form – for the Annual General
Meeting of Shareholders. By returning this form, shareholders
grant power to an independent proxy holder who will vote
according to the instructions expressly given on the voting
instruction form. The Shareholders Communication Channel can
also be used, under certain conditions, by participating Philips
shareholders to distribute – either by mail or by placing it on the
Company’s website – information directly related to the agenda of
the General Meeting of Shareholders to other participating Philips
shareholders.
Meeting of Priority Shareholders and the
Dr. A.F. Philips-Stichting
As mentioned above, the priority shares will be cancelled pursuant
to the Amended Articles of Association.
Under the current articles of association there are ten priority
shares, which are currently held by a foundation called the Dr. A.F.
Philips-Stichting. The self-electing Board of the Dr. A.F.
Philips-Stichting consists of the Chairman and the Vice-Chairman
and Secretary of the Supervisory Board, certain other members of
the Supervisory Board, and the President of the Company. At
present, the Board consists of Messrs L.C. van Wachem, W. de
Kleuver, J-M. Hessels, K.A.L.M. van Miert and G.J. Kleisterlee.
A Meeting of Priority Shareholders is held at least once a year, at
least thirty days before the General Meeting of Shareholders.
Approval of the Meeting of Priority Shareholders is required for
resolutions of the General Meeting of Shareholders regarding the
issue of ordinary shares of the Company or rights to shares, the
cancellation of the shares, amendments to the articles of
association, and the liquidation of the Company. Acting in
agreement with the Supervisory Board, the Meeting of Priority
Shareholders also makes binding recommendations to the General
Meeting of Shareholders for the appointment of members of the
Board of Management and the Supervisory Board of the Company.
The Board of Management of the Company and the Board of the
Dr. A.F. Philips-Stichting declare that they are jointly of the opinion
that the Dr. A.F. Philips-Stichting is independent of the Company
as required by the Listing Requirements of Euronext Amsterdam
N.V.’s stock market.
Preference shares and the Stichting Preferente
Aandelen Philips
As a means to protect the Company and its stakeholders against
an unsolicited attempt to (de facto) take over control of the
Company, the General Meeting of Shareholders in 1989 adopted
amendments to the Company’s articles of association that allow
the Board of Management and the Supervisory Board to issue
(rights to) preference shares to a third party. As then anticipated
and disclosed, the Stichting Preferente Aandelen Philips (‘the
Foundation’) was created, which was granted the right to acquire
preference shares in the Company. The mere notification that the
Foundation wishes to exercise its rights, should a third party ever
seem likely in the judgment of the Foundation to gain a controlling
interest in the Company, will result in the preference shares being
effectively issued.
The Foundation may exercise this right for as many preference
shares as there are ordinary shares in the Company outstanding at
that time.
The objective of the Foundation is to represent the interests of
the Company, the enterprises maintained by the Company and its
affiliated companies within the Group, such that the interests of
Philips, those enterprises and all parties involved with them are
safeguarded as effectively as possible, and that they are afforded
maximum protection against influences which, in conflict with
those interests, may undermine the autonomy and identity of
Philips and those enterprises, and also to do anything related to
the above ends or conducive to them. In the event of (an attempt
to) a hostile takeover this arrangement will allow the Company
and its Board of Management and Supervisory Board to determine
its position in relation to the bidder and its plans, seek alternatives
and defend Philips’ interests and those of its stakeholders from a
position of strength.
205Philips Annual Report 2004