Philips 2012 Annual Report Download - page 61

5 Group performance 5.4 - 5.4
Annual Report 2012 61
5.4 Proposed
distribution to
shareholders
Pursuant to article 34 of the articles of association of
Royal Philips Electronics, a dividend will first be declared
on preference shares out of net income. The remainder
of the net income, after reservations made with the
approval of the Supervisory Board, shall be available for
distribution to holders of common shares subject to
shareholder approval after year-end. As of December 31,
2012, the issued share capital consists only of common
shares; no preference shares have been issued. Article 33
of the articles of association of Royal Philips Electronics
gives the Board of Management the power to determine
what portion of the net income shall be retained by way
of reserve, subject to the approval of the Supervisory
Board.
A proposal will be submitted to the 2013 Annual General
Meeting of Shareholders to declare a dividend of EUR 0.75
per common share (up to EUR 685 million), in cash or in
shares at the option of the shareholder, against the net
income for 2012 and the reserve retained earnings of the
Company.
Shareholders will be given the opportunity to make their
choice between cash and shares between May 10, 2013
and May 31, 2013. If no choice is made during this election
period the dividend will be paid in shares. On May 31,
2013 after close of trading, the number of share dividend
rights entitled to one new common share will be
determined based on the volume weighted average price
of all traded common shares Koninklijke Philips
Electronics N.V. at Euronext Amsterdam on 29, 30 and
31 May 2013. The Company will calculate the number of
share dividend rights entitled to one new common share,
such that the gross dividend in shares will be
approximately 1.5% higher than the gross dividend in cash.
Payment of the dividend and delivery of new common
shares, with settlement of fractions in cash, if required,
will take place from June 5, 2013. The distribution of
dividend in cash to holders of New York registry shares
will be made in USD at the USD/EUR rate fixed by the
European Central Bank on June 3, 2013.
Dividend in cash is in principle subject to 15% Dutch
dividend withholding tax, which will be deducted from the
dividend in cash paid to the shareholders. Dividend in
shares paid out of earnings and retained earnings is subject
to 15% dividend withholding tax, but only in respect of the
par value of the shares (EUR 0.20 per share). This
withholding tax in case of dividend in shares will be borne
by Philips.
In 2012, a dividend of EUR 0.75 per common share was
paid in cash or shares, at the option of the shareholder.
Approximately 62.4% elected for a share dividend
resulting in the issue of 30,522,107 new common shares,
leading to a 3.4% percent dilution. EUR 255 million was
paid in cash.
The balance sheet presented in this report, as part of the
Company financial statements for the period ended
December 31, 2012, is before appropriation of the result
for the financial year 2012.