Philips 2014 Annual Report Download - page 99

Corporate governance 11.3
Annual Report 2014 99
Supervisory Board invoke an overriding interest in
refusing to provide information, reasons must be given.
If a serious private bid is made for a business unit or a
participating interest and the value of the bid exceeds
a certain threshold (currently one-third of the amount
of the assets according to the balance sheet and notes
thereto or, if the Company prepares a consolidated
balance sheet, according to the consolidated balance
sheet and notes thereto as published in the last
adopted annual accounts of the Company), and such
bid is made public, the Board of Management shall, at
its earliest convenience, make public its position on the
bid and the reasons for this position.
A resolution to dissolve the Company or change its
Articles of Association can be adopted at a General
Meeting of Shareholders by at least three-fourths of the
votes cast, at which meeting more than half of the
issued share capital is represented. If the requisite share
capital is not represented, a further meeting shall be
convened, to be held within eight weeks of the first
meeting, to which no quorum requirement applies.
Furthermore, the resolution requires the approval of the
Supervisory Board. If the resolution is proposed by the
Board of Management, the adoption needs an absolute
majority of votes and no quorum requirement applies
to the meeting.
Repurchase and issue of (rights to) own shares
At the 2014 Annual General Meeting of Shareholders it
was resolved to authorize the Board of Management,
subject to the approval of the Supervisory Board, to
acquire shares in the Company within the limits of the
Articles of Association and within a certain price range
up to and including October 31, 2015. The maximum
number of shares the company may hold, will not
exceed 10% of the issued share capital as of May 1, 2014,
which number may be increased by 10% of the issued
capital as of that same date in connection with the
execution of share repurchase programs for capital
reduction programs.
In addition, at the 2014 Annual General Meeting of
Shareholders it was resolved to authorize the Board of
Management, subject to the approval of the
Supervisory Board, to issue shares or grant rights to
acquire shares in the Company as well as to restrict or
exclude the pre-emption right accruing to shareholders
up to and including October 31, 2015. This authorization
is limited to a maximum of 10% of the number of shares
issued as of May 1, 2014 plus 10% of the issued capital
in connection with or on the occasion of mergers and
acquisitions.
11.4 Meeting logistics and other
information
Introduction
Pursuant to Dutch law, the record date for the exercise
of the voting rights and the rights relating to General
Meetings of Shareholders is set at the 28th day prior to
the day of the meeting. Shareholders registered at such
date are entitled to attend the meeting and to exercise
the other shareholder rights (in the meeting in question)
notwithstanding subsequent sale of their shares
thereafter. This date will be published in advance of
every General Meeting of Shareholders.
Information which is required to be published or
deposited pursuant to the provisions of company law
and securities law applicable to the Company and
which is relevant to the shareholders, is placed and
updated on the Company’s website, or hyperlinks are
established. The Board of Management and
Supervisory Board shall ensure that the General
Meeting of Shareholders is informed of facts and
circumstances relevant to proposed resolutions in
explanatory notes to the agenda and, if deemed
appropriate, by means of a ‘shareholders circular’
published on the Company’s website.
Resolutions adopted 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 on the Company’s
website within 15 days after the meeting. A draft
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 respond to this summary for
three months, after which a final summary is adopted
by the chairman of the meeting in question. Such final
summary shall be made available on the Company’s
website.
Registration, attending meetings and proxy
voting
Holders of common shares who wish to exercise the
rights attached to their shares in respect of a General
Meeting of Shareholders, are required to register for
such meeting. Shareholders may attend a General
Meeting of Shareholders in person, or may grant a
power of attorney to a third-party to attend the meeting
and to vote on their behalf. Holders of common shares
in bearer form will also be able to give voting
instructions via Internet (assuming the agenda for such
meeting includes voting items). In addition, the
Company will distribute a voting instruction form for a
General Meeting of Shareholders. By giving voting
instructions via Internet or by returning the form,
shareholders grant power to an independent proxy
holder who will vote according to the instructions
expressly given on the voting instruction form. Also
other persons entitled to vote shall be given the
possibility to give voting proxies or instructions to an
independent third-party prior to the meeting. Details
on the registration for meetings, attending and proxy
voting will be included in the notice convening a
General Meeting of Shareholders.