-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GMLxV0V5Y5AX9svJw9gRsYrxtNcbPHoR1YKo1VGmGxB1BoryFZCYlXOYqFAL65IB rgYzqJWUgGHfloQCqPMATQ== 0000950123-05-006798.txt : 20050611 0000950123-05-006798.hdr.sgml : 20050611 20050526171033 ACCESSION NUMBER: 0000950123-05-006798 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20050526 DATE AS OF CHANGE: 20050526 EFFECTIVENESS DATE: 20050526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KONINKLIJKE PHILIPS ELECTRONICS NV CENTRAL INDEX KEY: 0000313216 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-125280 FILM NUMBER: 05860813 BUSINESS ADDRESS: STREET 1: BREITNER CENTER STREET 2: AMSTELPLEIN 2 CITY: AMSTERDAM STATE: P7 ZIP: 1096 BC BUSINESS PHONE: 31 20 59 77777 MAIL ADDRESS: STREET 1: BREITNER CENTER STREET 2: AMSTELPLEIN 2 CITY: AMSTERDAM STATE: P7 ZIP: 1096 BC FORMER COMPANY: FORMER CONFORMED NAME: PHILIPS ELECTRONICS N V DATE OF NAME CHANGE: 19930727 FORMER COMPANY: FORMER CONFORMED NAME: PHILIPS NV DATE OF NAME CHANGE: 19910903 S-8 1 y09496sv8.txt FORM S-8 REGISTRATION NO. 333-_____ ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KONINKLIJKE PHILIPS ELECTRONICS N.V. (Exact Name of Registrant as Specified in Its Charter) ROYAL PHILIPS ELECTRONICS (Registrant's Name for Use in English) THE NETHERLANDS (State or Other Jurisdiction of Incorporation or Organization) NONE (I.R.S. Employer Identification Number) BREITNER TOWER, AMSTELPLEIN 2, AMSTERDAM 1070MX, THE NETHERLANDS (Address of Principal Executive Offices) ROYAL PHILIPS ELECTRONICS NONQUALIFIED STOCK PURCHASE PLAN ROYAL PHILIPS ELECTRONICS LONG-TERM INCENTIVE PLAN 2005 (CONSISTING OF GLOBAL PHILIPS STOCK OPTION PROGRAM 2005 AND GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2005) (Full Title of the Plan) WILCO GROENHUYSEN 1251 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10020-1104 (212) 536-0500 (Name, Address and Telephone Number of Agent for Service) Please Send Copies of Communications to: ANDREW D. SOUSSLOFF SULLIVAN & CROMWELL LLP 125 BROAD STREET, NEW YORK, NEW YORK 10004-2498 (212) 558-4000 CALCULATION OF REGISTRATION FEE
========================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION SECURITIES TO BE REGISTERED REGISTERED (2) PER SHARE (3) OFFERING PRICE (3) FEE - ---------------------------------------------------------------------------------------------------------- Common Shares of Koninklijke Philips 10,000,000 $25.98 $259,800,000 $30,578.46 Electronics N.V., par value 0.20 Euro per share (1) ==========================================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Royal Philips Electronics Nonqualified Stock Purchase Plan. Pursuant to Rule 457(h)(2) no fee is payable with respect to the registration of these interests. (2) 1,000,000 of the shares are registered to be offered or sold pursuant to the Royal Philips Electronics Nonqualified Stock Purchase Plan, and 9,000,000 of the shares are registered to be offered or sold pursuant to the Royal Philips Electronics Long-Term Incentive Plan 2005. (3) Estimated solely for the purpose of computing the amount of the registration fee. Pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933, calculated on the basis of the average of the high and low prices of the Common Shares of Koninklijke Philips Electronics N.V. as reported on the New York Stock Exchange on May 25, 2005. PART I - -------------------------------------------------------------------------------- INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Explanatory Note This registration statement on Form S-8 registers common shares, par value 0.20 euro per share of Royal Philips Electronics, which may be issued in connection with the plans set forth on the facing page of this registration statement. In addition, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Royal Philips Electronics Nonqualified Stock Purchase Plan. After giving effect to this filing, an aggregate of 7,609,460 shares of the registrant's common stock have been registered for issuance pursuant to the Royal Philips Electronics Nonqualified Stock Purchase Plan. As permitted by Rule 428 under the Securities Act of 1933, as amended, this registration statement omits the information specified in Part I of Form S-8. We will deliver the documents containing the information specified in Part I to the participants in the plans covered by this registration statement as required by Rule 428(b). We are not filing these documents with the Securities and Exchange Commission as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act of 1933, as amended. 1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The Securities and Exchange Commission (the "Commission") allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this registration statement, and subsequent information that we file with the Commission will automatically update and supersede this information. Information set forth in this registration statement supersedes any previously filed information that is incorporated by reference into this registration statement. We incorporate by reference into this registration statement the following documents: (a) Our Annual Report on Form 20-F for the fiscal year ended December 31, 2004 (File No. 001-05146-01) filed with the Commission on February 22, 2005, as amended by an amendment on Form 20-F/A (File No. 001-05146-01), filed with the Commission on April 28, 2005; and (b) The Annual Report on Form 11-K of the Royal Philips Electronics Nonqualified Stock Purchase Plan (File No. 001-05146-01) filed with the Commission on October 29, 2004; In addition, to the extent designated therein, certain reports on Form 6-K and all documents filed by Royal Philips Electronics under sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date of this registration statement but prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be part of this registration statement from the date of filing of such reports. ITEM 4. DESCRIPTION OF SECURITIES Item 4 contains a summary of certain provisions of the articles of association of Royal Philips Electronics. This summary does not purport to be a complete statement of these provisions and is qualified in its entirety by reference to the articles of association, which are included as an exhibit to the amendment on Form 20-F/A (File No. 001-05146-01) filed with the Commission on April 28, 2005. All references to "we" or the "Company" in this summary mean Royal Philips Electronics. General Our board of management, the members of which are appointed by the general meeting of our shareholders, is responsible for our management. The supervisory board, which is also appointed by the general meeting of shareholders, is responsible for supervising the policy pursued by the board of management and the general course of our affairs. 2 Share Capital Our authorized capital is 1,300,000,000 euros comprised of 3,250,000,000 common shares of 0.20 euro each, and 3,250,000,000 preference shares of 0.20 euro each. The authorized capital may be increased by a shareholders' resolution adopted on the proposal of the board of management, approved by the supervisory board and subsequent amendment to the articles of association. No preference shares have been issued. However, the Stichting Preferente Aandelen Philips (the "Foundation"), a foundation established under Netherlands law, has been granted the right to acquire protective preference shares in our capital should a third party ever seem likely to gain (de facto) a controlling interest in the Company. The Foundation may exercise this right for as many preference shares as there are common shares in the Company outstanding at that time. The object of the Foundation is to represent the interests of the Company, the enterprises maintained by the Company and its affiliated companies within the Philips group, such that the interests of the Company, 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 the Company and those enterprises, and also to do anything related to the above ends or conducive to them. At present, the members of the self-electing board of the Foundation are Messrs. S.D. de Bree, J.R.Glasz, W.E. Scherpenhuijsen Rom, W. de Kleuver and G.J. Kleisterlee. As Chairman of our supervisory board and our board of management respectively, Messrs. De Kleuver and Kleisterlee are ex officio members of the board of the Foundation. Mr. Kleisterlee is not entitled to vote. Our board of management and the board of the Foundation have declared that they both are of the opinion that the Foundation is independent from the Company as required by the Listing Requirements of Euronext Amsterdam N.V.'s stock market. The common shares are held in bearer and registered form. Holders of shares of New York Registry hold their common shares in registered form. See "Common Share Certificates and Transfer". Dividends The profit shown in our annual accounts is at the disposal of the general meeting of our shareholders, which is empowered to withhold distribution in whole or in part or to make a distribution in whole or in part to holders of common shares in proportion to their share ownership. Voting Rights Each common share and each preference share are entitled to one vote. All common shares vote together on all matters presented at a general meeting of shareholders. Election of our Board of Management. Members of our board of management are elected by the general meeting of shareholders from nominations made by our supervisory board, after consultations with the Chairman of our board of management. The supervisory board has to nominate at least one person or as many as the law requires for each vacancy to be filled on the board of management and the election must be made from among the persons so nominated. The list of such nominations shall be deposited for shareholder inspection at the registered office of the Company and on the Company's website. 3 The general meeting of shareholders may deprive nominations for election to the board of management made by our supervisory board of their binding effect, if a resolution is passed by simple majority of the votes cast and represents at least one-third of the issued share capital. In that event, a new binding list shall be submitted to a subsequent general meeting of shareholders in accordance with the provisions described above. If the second list is also rejected in the manner provided for above, the general meeting of shareholders shall be free to make its own appointments to the board of management. If a simple majority of the votes cast is in favor of the resolution to deprive the list of nominees referred to above of its binding character, but such majority does not represent at least one-third of the issued share capital, a new meeting may be convened at which the resolution may be passed by a simple majority of the votes cast, regardless of the portion of the share capital represented by such majority. The general meeting of shareholders may also suspend or remove any member of the board of management at any time by a simple majority of the votes cast at a meeting at which at least one-third of the issued share capital is represented (although no quorum is required if dismissal is proposed by the board of management, the supervisory board). Subject to the foregoing paragraph, the supervisory board has the power to control nominations to our board of management. Election of the Supervisory Board. Members of the supervisory board are elected by the general meeting of shareholders from nominations made by the supervisory board. The supervisory board must nominate at least one person or as many as the law requires for each vacancy to be filled on the supervisory board and the election must be made from among the persons so nominated. The list of nominees shall be deposited for shareholder inspection at the registered office of the Company and on the Company's website. A proposal to appoint a member of the supervisory board may only be placed on the agenda of the general meeting of the shareholders by the supervisory board in consultation with the board of management. The general meeting of shareholders may deprive of their binding effect nominations for election to the supervisory board made by our supervisory board, if a resolution is passed by simple majority of the votes cast representing at least one-third of the issued share capital. In that event, a new binding list shall be submitted to a subsequent general meeting of shareholders in accordance with the provisions described above. If the second list is also rejected in the manner provided for above, the general meeting of shareholders shall be free to make its own appointments to the supervisory board. If a simple majority of the votes cast is in favor of the resolution to deprive the list of nominees referred to above of its binding character, but such majority does not represent at least one-third of the issued share capital, a new meeting may be convened at which the resolution may be passed by a simple majority of the votes cast, regardless of the portion of the share capital represented by such majority. The general meeting of shareholders may also suspend or remove any member of the supervisory board at any time by a simple majority of the votes cast at a meeting at which at least one-third of the issued share capital is represented (although no quorum is required if dismissal is proposed by the supervisory board). General Meetings of Shareholders. General meetings of shareholders are held annually at least once a year not later than the 30th of June in Eindhoven, Amsterdam, `s-Gravenhage or Rotterdam (all in The Netherlands). We mail notices to the holders of shares of New York Registry and publish notice of the annual meeting in national newspapers in The Netherlands. In 4 order to attend, to address and to vote at the general meeting of shareholders, the holders of shares of New York Registry must advise us in writing, as stated in the notice convening the meeting, of their intention to attend the meeting. Holders of bearer shares must deposit their shares as specified in the published notice. In connection with our general meetings, we do not solicit proxies within the United States but may seek limited numbers of proxies from non-U.S. shareholders outside the United States. Action is taken at general meetings of shareholders by a majority of the votes cast (except where a different proportion of votes is required by the articles of association or Netherlands law) and there are generally no quorum requirements applicable to such meetings. Amendment of Articles of Association and Dissolution. Resolutions to amend our articles of association or to dissolve the Company proposed by the board of management must be approved by a majority of the votes cast at a general meeting of shareholders. Resolutions to this effect proposed by shareholders must be approved by at least a three-fourths majority of the votes cast at a general meeting of shareholders at which more than half of the issued share capital is represented or, if the requisite capital is not represented, by a three-fourths majority of the votes cast at a new meeting held within eight weeks. All resolutions to amend the articles of association or to dissolve the Company must also be approved or ratified by the supervisory board. Resolutions to amend the articles of association or dissolve the Company will not be valid unless the full text of such proposals has been deposited for inspection by shareholders at the registered office of the Company and published on the Company's website from the day on which the notice convening the general meeting of shareholders is delivered until the close of that meeting. Liquidation Rights In the event of the dissolution and liquidation of the Company, the assets remaining after payment of all debts and liquidation expenses are to be distributed in the following order of priority: to the holders of preference shares, the amount paid thereon and the remainder to the holders of the common shares. Issuance of Shares and Preemptive Rights Our board of management may issue shares if and insofar as the board of management has been designated by the general meeting of shareholders as the authorized body for this purpose, subject to the approval of our supervisory board. A designation of the board of management will be effective for a specified period of up to five years and may be renewed. Currently, our board of management has been designated as the authorized body to issue shares until September 30, 2006. The board of management must obtain the approval of the supervisory board to issue shares. If the board of management has not been designated, the general meeting of shareholders has the power to authorize the issuance of shares, upon the proposal of the board of management, which proposal must be approved by the supervisory board. Shareholders have a pro rata preferential right of subscription to any common share issuance unless the right is restricted or excluded. If designated by the general meeting of shareholders, the board of management has the power to restrict or exclude the preferential subscription rights. A designation of the board of management will be effective for a specified period of up to five years and may be renewed. Currently, our board of management has been granted the power to restrict or exclude the preferential right of subscription until September 30, 2006. If the board of management has not been designated, the general meeting of shareholders has the power to restrict or exclude such rights, upon the proposal of the board of management, 5 which proposal must be approved by the supervisory board. Resolutions by the general meeting of shareholders referred to in this paragraph require approval of at least two-thirds of the votes cast if less than half of the issued share capital is represented at the meeting. The foregoing provisions also apply to the issuance of rights to subscribe for shares. Repurchase of Common Shares We may repurchase our own shares subject to certain financial tests, but shares held in treasury may not be voted or counted for quorum purposes. Any purchases by us are subject to the approval of the supervisory board and the authorization of shareholders at the general meeting of shareholders. Our board of management may be authorized by the general meeting of shareholders to repurchase our own shares for a specified period of up to eighteen months, which authorization may be renewed. Currently, our board of management is authorized to repurchase shares with the approval of the supervisory board until September 30, 2006. Limitations on Right to Hold or Vote Common Shares There are no limitations imposed by Netherlands law or by our articles of association on the right of non-resident owners to hold or vote the common shares. Common Share Certificates and Transfer The common shares are available in either registered or bearer form except that the common shares quoted on the New York Stock Exchange are available in registered form only. Our shareholders' register is maintained partly in New York, New York, known as the New York Registry, by Citibank, our transfer agent and registrar, and partly in The Netherlands, known as the Eindhoven Registry, by or on behalf of us. The common shares listed on Euronext Amsterdam N.V.'s stock market are common shares in bearer form embodied in share certificates, which are lodged with Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V., the Dutch clearing house known as NECIGEF, for safe-keeping on behalf of the parties entitled to such common shares. The common shares in bearer form can only be transferred through the securities transfer system of NECIGEF. Holders of registered common shares will be entered in our shareholders' register. At the request of the registered shareholder, we will, without fee, issue a non-negotiable extract from the shareholders' register in the name of the holder unless a certificate has been issued for the holder's registered common share. A deed of transfer, together with our acknowledgment in writing, is required to transfer registered shares. Persons who are not DTC participants may beneficially own common shares registered by the New York Registry held by DTC only through direct or indirect participants in DTC. So long as Cede & Co., as the nominee of DTC, is the registered owner of common shares traded on the NYSE, Cede & Co. for all purposes will be considered the shareholder of such shares. Accordingly, any person owning a beneficial interest in common shares traded on the NYSE must rely on the procedures of DTC and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, to exercise any rights of a shareholder. We understand that, under existing industry practice, in the event that an owner of a beneficial interest in common shares traded on the NYSE desires to take any action that Cede & Co., as the shareholder, is entitled to take, Cede & Co. would authorize the participants to take such action, and the participants would authorize beneficial owners holding interest through such participants 6 to take such action or would otherwise act upon the instructions of beneficial owners holding interests through them. Common shares traded on the NYSE may be transferred on our books at the office of our transfer agent and registrar. Certificates representing common shares traded on the NYSE may be exchanged at such office for certificates representing common shares traded on the NYSE of other denominations, provided, however, that such certificates are available only in such denominations as our board of management determines. Under Netherlands' law, the transfer of our registered shares requires a written instrument of transfer and written acknowledgment by the issuer of such transfer. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The articles of association of Royal Philips Electronics provide that, unless the law requires otherwise, the members of the board of management and of the supervisory board shall be reimbursed by Royal Philips Electronics for various costs and expenses, including the reasonable costs of defending claims and of appearing in legal proceedings and any damages which they are ordered to pay in respect of an act or failure to act in the exercise of functions performed at the request of the Royal Philips Electronics. Under certain circumstances, described in the articles of association, such as if it has been established in a final judgment by a Dutch court or by an arbitrator that an act or failure to act by a member of the board of management or the supervisory board can be characterized as intentional ("opzettelijk"), intentionally reckless ("bewust roekelooi") or seriously culpable ("ernstig verwijtbaar") or if the costs and expenses are reimbursed by insurers under an insurance policy, there will be no entitlement to this reimbursement. Members of the board of management, the supervisory board and certain officers of Royal Philips Electronics are, to a limited extent, insured under an insurance policy against damages resulting from their conduct when acting in their capacities as such. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS
Exhibit No. Description 4.1 Royal Philips Electronics Nonqualified Stock Purchase Plan (incorporated herein by reference to Exhibit 4.1 to Royal Philips Electronics' registration statement on Form S-8 (File No. 333-39204), filed with the Commission on June 13, 2000) 4.2 Global Philips Stock Option Program 2005 (part of Royal Philips Electronics Long-Term Incentive Plan 2005) 4.3 Global Philips Restricted Share Rights Program 2005 (part of Royal Philips
7 Electronics Long-Term Incentive Plan 2005) 23.1 Consent of Independent Registered Public Accounting Firm 23.2 Consent of Samil PricewaterhouseCoopers 23.3 Consents of Independent Registered Public Accounting Firms 23.4 Consent of KPMG 24 Power of attorney (included on signature page).
ITEM 9. UNDERTAKINGS (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 8 SIGNATURES OF ROYAL PHILIPS ELECTRONICS Pursuant to the requirements of the Securities Act of 1933, as amended, KONINKLIJKE PHILIPS ELECTRONICS N.V. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Amsterdam, The Netherlands, on May 26, 2005. KONINKLIJKE PHILIPS ELECTRONICS N.V. By: /s/ Arie Westerlaken ------------------------ Name: Arie Westerlaken Title: General Secretary KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Wilco Groenhuysen his true and lawful attorney-in-fact and agent with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the indicated capacities on May 26, 2005.
Name Title - ---- ----- /s/ G. J. Kleisterlee President/CEO, Chairman of the Board of Management - -------------------------------------- G. J. Kleisterlee /s/ J. H. M. Hommen Vice-Chairman of the Board of Management and Chief - -------------------------------------- Financial Officer and Principal Accounting Officer J. H. M. Hommen /s/ G. H. Dutine Executive Vice-President, Member of the Board of Management - -------------------------------------- G. H. Dutine /s/ A. Huijser Executive Vice-President, Member of the Board of Management - -------------------------------------- A. Huijser /s/ W. de Kleuver Chairman of the Supervisory Board - -------------------------------------- W. de Kleuver
II-1
Name Title - ---- ----- /s/ L. Schweitzer Member of the Supervisory Board - -------------------------------------- L. Schweitzer /s/ Richard Greenbury Member of the Supervisory Board - -------------------------------------- Sir Richard Greenbury /s/ J-M. Hessels Member of the Supervisory Board - -------------------------------------- J-M. Hessels /s/ K. A. L. M. van Miert Member of the Supervisory Board - -------------------------------------- K. A. L. M. van Miert Member of the Supervisory Board - -------------------------------------- J. M. Thompson /s/ C.J.A. van Lede Member of the Supervisory Board - -------------------------------------- C.J.A. van Lede Member of the Supervisory Board - -------------------------------------- E. Kist Member of the Supervisory Board - -------------------------------------- N.L. Wong /s/ Wilco Groenhuysen Duly authorized representative in the United States - -------------------------------------- Wilco Groenhuysen
II-2 SIGNATURE OF THE ROYAL PHILIPS ELECTRONICS NONQUALIFIED STOCK PURCHASE PLAN Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized in the City of New York, State of New York, on May 26, 2005. ROYAL PHILIPS ELECTRONICS NONQUALIFIED STOCK PURCHASE PLAN By: /s/ Don Welsko ------------------------------------- Name: Don Welsko Title: Chairman, Stock Purchase Plan Committee II-3 INDEX TO EXHIBITS
Exhibit No. Description 4.1 Royal Philips Electronics Nonqualified Stock Purchase Plan (incorporated herein by reference to Exhibit 4.1 to Royal Philips Electronics' registration statement on Form S-8 (File No. 333-39204), filed with the Commission on June 13, 2000) 4.2 Global Philips Stock Option Program 2005 (part of Royal Philips Electronics Long-Term Incentive Plan 2005) 4.3 Global Philips Restricted Share Rights Program 2005 (part of Royal Philips Electronics Long-Term Incentive Plan 2005) 23.1 Consent of Independent Registered Public Accounting Firm 23.2 Consent of Samil PricewaterhouseCoopers 23.3 Consents of Independent Registered Public Accounting Firms 23.4 Consent of KPMG 24 Power of attorney (included on signature page).
EX-4.2 2 y09496exv4w2.txt EX-4.2: GLOBAL PHILIPS STOCK OPTION PROGRAM 2005 Exhibit 4.2 GLOBAL PHILIPS STOCK OPTION PROGRAM 2005 4.2-1 TERMS AND CONDITIONS OF GLOBAL PHILIPS STOCK OPTION PROGRAM 2005 ARTICLE 1 DEFINITIONS In this Global Philips Stock Option Program 2005 the following definitions shall apply: : the price of a Share with dividend, if any, at the Closing Price closing of the Official Segment of Euronext Amsterdam N.V.'s stock market ("Euronext Amsterdam") as published in the Official Price List of this stock exchange. : a custody account maintained in the name of an Option Custody Account Holder other than a Nominee Account. : the date at which the Options shall be deemed granted to Date of Grant the Option Holder under the Program. The Dates of Grant shall be the same dates as the dates of publication of the Philips' annual and/or quarterly results over the financial year 2005. The relevant Date of Grant with respect to any grant hereunder shall be determined by Philips. : any company within the Philips group of companies and Employing Company such other company as Philips may from time to time designate or approve. : the price to be paid by the Option Holder to acquire a Grant Price Share upon exercising an Option. Such price will be equal to the Closing Price on the applicable Date of Grant. : a custody account maintained in the name of an Option Nominee Account Holder established by an administrator designated by Philips. : a right granted by Philips under the Program to acquire Option one Share subject to the terms and conditions hereof. : a person holding any Options. Option Holder : the term for which an Option is granted as specified in Option Period Article 3. : Koninklijke Philips Electronics N.V. Philips : this Global Philips Stock Option Program 2005. Program : a common share of Philips. Share
4.2-2 ARTICLE 2 ACQUISITION OF OPTIONS Options may be granted to an eligible individual, subject to the (acceptance by such individual of the) terms and conditions of this Program and any other Philips' policies or guidelines that may apply to such individual. Any Options offered to any such individual and the terms and conditions governing such Options shall be deemed accepted by such individual with effect from the applicable Date of Grant in case Philips has not received, in accordance with a procedure established by Philips, a notice of rejection of such Options within fourteen (14) days of the notice of grant of the Options or such later date as may be determined by Philips. ARTICLE 3 RESTRICTIONS ON EXERCISE AND OPTION PERIOD 1. Options shall not be exercisable before the third anniversary of the Date of Grant. Unvested or lapsed Options cannot be exercised. 2. The Option Period is in principle ten (10) years commencing on the Date of Grant, subject to this Article 3.2 and Article 4. Upon request of an Option Holder exercising Options pursuant to Article 6, the Option Period for the Options being exercised will be limited to the period from the Date of Grant up to, and including, the date Philips receives the above request in accordance with a procedure established by Philips, provided that the Option Period is at least three (3) years. 3. Options may in principle only be exercised (subject to a minimum of ten (10) units) at the last day of the prevailing Option Period, subject to this Article 3 and Article 4. 4. Subject to this Article 3 and Article 4, Members of the Group Management Committee of Philips, the Head of Corporate Control and the Head of Corporate Treasury, may only exercise Options during the period which commences on the date of publication of Philips' annual or quarterly results and ends ten business days thereafter. ARTICLE 4 TERMINATION OF EMPLOYMENT 1. Except as otherwise provided in Article 4.2, 4.3 and 4.4 hereof, in case an Option Holder is no longer employed by any Employing Company as a result of the termination of such Option Holder's employment with an Employing Company for any reason whatsoever during the applicable Option Period, any Options held by such Option Holder at the date of such termination shall be forfeited effective as of the date of termination of such Option Holder's employment with the Employing Company without the Option Holder being entitled to any compensation or any obligation on the part of Philips or any of its subsidiaries unless Philips determines, in its sole discretion, otherwise in writing. Any such determination shall be final, conclusive and binding and may be subject to such conditions as Philips may determine appropriate. 2. In case an Option Holder is no longer employed by any Employing Company during the applicable Option Period as a result of the termination of such Option Holder's employment with an Employing Company for reasons of (i) disablement, (ii) retirement or (iii) the expiration of a temporary contract of employment, provided such temporary contract of employment has not been extended one or more times, any Options held by such Option Holder at the date of termination shall 4.2-3 remain exercisable in accordance with Article 3, provided that in such case the Option Period will expire upon the earlier of (a) ten (10) years from the Date of Grant or (b) five (5) years from the date of such termination. For the purpose of this Program, an Option Holder's employment shall be deemed terminated as a result of "retirement" if such Option Holder's employment is terminated and such Option Holder satisfies at the date of such termination the eligibility requirements to receive an immediate (early) retirement benefit under an (early) retirement plan of an Employing Company under which such Option Holder was covered, provided (i) payment of such (early) retirement benefit commences immediately following such termination, and provided further (ii) that if such Option Holder is covered by an US retirement plan, such Option Holder must have at least five years of service with an US Employing Company and have attained the age of fifty-five (55) years. 3. In case an Option Holder is no longer employed by any Employing Company during the applicable Option Period as a result of the termination of such Option Holder's employment with an Employing Company for reasons of (i) death or (ii) legal incapacity of the Option Holder, the Options shall remain exercisable during the Option Period in accordance with Article 3, provided that in such case the Option Period will expire upon the earlier of (a) ten (10) years from the Date of Grant or (b) five (5) years from the date of such termination. In the event that the remaining Option Period as from the date of termination is less than twelve (12) months, then such Options shall be exercisable for a period of twelve (12) months as of the date of such termination and the Option Period shall be deemed extended accordingly, provided that the Options shall only be exercisable in the manner as set forth in Article 9. 4. In case the employment of an Option Holder with any Employing Company is terminated as a result of the sale or other divestment of a business, subsidiary, division or other business unit of Philips or subsidiary or any part thereof ("Divested Business") and the Option Holder remains employed by the Divested Business upon such transfer, any Options held by such Option Holder at the date of such termination shall remain exercisable in accordance with the terms and conditions of this Program, provided that the Option Period will expire upon the earlier of (a) ten (10) years as from the Date of Grant or (b) five (5) years as from the date of such termination. Upon termination of the employment of the Option Holder with the Divested Business, the terms of Article 4.1, 4.2 and 4.3 shall apply mutatis mutandis, it being expressly understood that in case such Option Holder becomes re-employed by any Employing Company immediately upon such termination, any Options held by the Option Holder at such time shall not be forfeited, but shall remain exerciseable for the remainder of the term of such Options as determined pursuant to this Article 4.4, subject to the terms and conditions of this Program. ARTICLE 5 NON-TRANSFERABILITY The Options are strictly personal, and may not be assigned, transferred (except that, in case of death of the Option Holder during the Option Period, any Options held by the Option Holder at the date of his death shall pass to his heirs or legatees), pledged, hypothecated, or otherwise encumbered or disposed of in any manner. The Option Holder may not engage in any transactions on any exchange on the basis of any Options. Any violation of the terms of this Article 5 will cause the Options to become immediately null and void without further notice and without the Option Holder being entitled to any compensation. 4.2-4 ARTICLE 6 EXERCISE OF OPTIONS 1. In order to exercise Options, which are exercisable in accordance with this Program, the Option Holder must notify Philips in accordance with a procedure determined by Philips. The notice shall state: (a) the Date of Grant of the Options he wishes to exercise; (b) if applicable, the confirmation that the Option Holder wants to limit the Option Period pursuant to Article 3.2; (c) the number of Options to be exercised; and (d) whether Shares to be obtained upon such exercise: (i) be sold, on behalf of the Option Holder as soon as possible. Upon such sale, the aggregate revenue of the Shares sold upon exercise of the Options less the Grant Price multiplied by the number of such Options, and further costs, will be paid to the Option Holder in accordance with a procedure determined by Philips; or (ii) be delivered to the Option Holder as provided for in the Articles 6.3, 6.4 and 6.5. In case the Option Holder elects to have the Shares to be delivered to him, his notice shall be accompanied by the payment in full of the Grant Price, multiplied by the number of Options so being exercised. Such payment shall be made: (a) in cash, (b) through simultaneous sale through a broker of Shares acquired on exercise, subject to it being permitted under the applicable regulations, (c) through additional methods prescribed by Philips or (d) by a combination of any such method. 2. Philips may require an Option Holder to maintain a Nominee Account in connection with this Program. Nothing contained in this Program shall obligate Philips to establish or maintain or cause to establish or maintain a Nominee Account for any Option Holder. 3. Subject to the terms and conditions of this Program, if the Option Holder elects the Share to be delivered to him upon exercise as provided in Article 6.1.d (ii), Philips will deliver a Share to an Option Holder on or as soon as reasonably practicable after the exercise of an Option. In no event shall Philips have any obligation to deliver any Shares to an Option Holder prior to the exercise of any Options. 4. If the Option Holder elects to have Shares to be delivered to him pursuant to Article 6.1.d (ii), such Shares will be credited to the Nominee Account except if an Option Holder (i) requests Philips to credit such Shares to a Custody Account or (ii) does not maintain a Nominee Account at the date of delivery of such Shares. In case (i) or (ii) as described in the foregoing sentence applies, the Option Holder shall be responsible to notify Philips in accordance with a procedure (including the period for notification) established by Philips on the details relating to such Custody Account. In case Philips determines in its sole discretion that the Option Holder has failed to notify Philips in accordance with such procedure, then the Option Holder shall be deemed to have requested Philips to sell or cause to sell such Shares. 4.2-5 5. Except as may be approved otherwise in writing by Philips in its sole discretion, in case an Option Holder is no longer employed by any Employing Company for any reason whatsoever, the Option Holder (or his or her legal representatives) shall withdraw all Shares credited to the Option Holder's Nominee Account within two (2) months of the date of such termination. In case the Option Holder (or his or her legal representatives, as the case may be) fails to comply with the foregoing obligation, then the Option Holder (or his or her legal representatives) shall be deemed to have requested Philips to sell or cause to sell such Shares. 6. Each Option Holder shall comply with any applicable "insider trading" laws and regulations and the Philips' Rules of Conduct with respect to Inside Information. ARTICLE 7 CAPITAL DILUTION Philips may make equitable adjustment or substitution of (a) the number or kind of Shares subject to the Options, and/or (b) the Grant Price, as it, in its sole discretion, deems equitable to reflect any significant corporate event of or by Philips, for example a change in the outstanding Shares by reason of any stock dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to holders of Shares other than regular cash dividends. The effect of the adjustment or substitution shall be to preserve both the aggregate difference and the aggregate ratio between the Grant Price and the fair market value of the Shares to be acquired upon exercise of the Options. The Option Holder shall be notified promptly of such adjustment or substitution. ARTICLE 8 COSTS AND TAXES 1. All costs of delivering any Shares to the Option Holder's Nominee Account upon exercise of any Options shall be borne by Philips. All costs of delivering any Shares under this Program to an Option Holder's Custody Account and any other costs connected with the Shares shall be borne by the Option Holder. 2. Any and all taxes, duties, levies, charges or social security contributions ("Taxes") which arise under any applicable national, state, local or supra-national laws, rules or regulations, whether already effective on the Date of Grant or becoming effective thereafter, and any changes or modifications therein and termination thereof which may result for the Option Holder in connection with this Program (including, but not limited to, the grant, the ownership and/or the exercise of the Options, and/or the delivery, ownership and/or the sale of any Shares acquired under this Program) shall be for the sole risk and account of the Option Holder. 3. Philips and its subsidiaries shall have the right to deduct or cause to be deducted from any salary payment or other sums due by Philips or any of its subsidiaries to an Option Holder, or requiring the Option Holder or beneficiary of the Option Holder, to pay to Philips an amount necessary to settle any Taxes determined by Philips necessary to be withheld in connection with this Program (including, but not limited to, the grant of the Options or the delivery of any Shares under this Program). 4.2-6 4. Philips shall not be required to deliver any Shares and Philips may delay (or cause to be delayed) the transfer of any Shares from a Nominee Account to a Custody Account, until Philips has received an amount, or the Option Holder has made such arrangements, required by Philips necessary to satisfy any withholding of any Taxes and any costs to be borne by the Option Holder in connection with this Program as determined by Philips. ARTICLE 9 CASH ALTERNATIVE Upon receipt of a notice, as referred to in Article 6.1 hereof to exercise any Option, Philips may advise an Option Holder resident outside the Netherlands to request in writing an amount in cash as an alternative to Shares. Upon such request the Option Holder is entitled to receive an amount in Euros or in U.S. Dollars, as indicated by the Option Holder, equal to the Closing Price on the date of receipt of such request minus the Grant Price, multiplied by the number of Options so being exercised. Further, any costs to be paid and any applicable Taxes shall be deducted from the amount to be received by the Option Holder. If on the date of receipt of the notice Shares have not been traded on Euronext Amsterdam the Closing Price will be that of the first subsequent trading day on Euronext Amsterdam. The same method is being used for calculating the cash amount to which heirs and legatees of an Option Holder are entitled in accordance with Article 4.3. ARTICLE 10 GENERAL PROVISIONS 1. Philips shall have the authority to interpret this Program, to establish, amend, and rescind any rules and regulations relating to this Program, to determine the terms and conditions of any agreements entered into hereunder, and to make all other determinations necessary or advisable for the administration of this Program. Philips may delegate the authority to practice administrative and operational functions with respect to the Program to officers or employees of subsidiaries of Philips and to service providers. 2. No Option Holder shall have any rights or privileges of shareholders (including the right to receive dividends and to vote) with respect to Shares to be delivered pursuant to the exercise of any Options until such Shares are actually delivered to such Option Holder in accordance with Article 6 of this Program. The Shares delivered shall carry the same rights as common shares of Philips traded on Euronext Amsterdam or the New York Stock Exchange, as applicable, on the day on which these Shares are delivered. 3. The (value of) Options granted to, or Shares acquired by, an Option Holder pursuant to such Options under this Program shall not be considered as compensation in determining an Option Holder's benefits under any benefit plan of an Employing Company, including but not limited to, group life insurance, long-term disability, family survivors, or any retirement, pension or savings plan. 4. Nothing contained in this Program or in any grant made or agreement entered into pursuant hereto shall confer upon any Option Holder any right to be retained employed with any Employing Company, or to be entitled to any remuneration or benefits not set forth in this Program or interfere with or limit in any way with the right of any Employing Company or any of its subsidiaries to terminate such Option Holder's employment or to discharge or retire any Option Holder at any time. 4.2-7 5. If a provision of this Program is deemed illegal or invalid, the illegality or invalidity shall not affect the remaining parts of this Program, this Program shall be construed as if the illegal or invalid provisions had not been included in this Program. 6. Where the context requires, words in either gender shall include also the other gender. 7. This Program shall be governed by and construed in accordance with the laws of The Netherlands, without regard to its principles of conflict of laws. - - - - - 4.2-8 EX-4.3 3 y09496exv4w3.txt EX-4.3: GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2005 Exhibit 4.3 GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2005 4.3-1 TERMS AND CONDITIONS OF GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2005 ARTICLE 1 DEFINITIONS In this Global Philips Restricted Share Program 2005 the following definitions shall apply: : a custody account maintained in the name of a 1.Custody Account Participant other than a Nominee Account. : the date at which a Restricted Share Right is granted 2.Date of Grant pursuant to this Program. The of Grant Dates of Grant of any Restricted Share Rights shall be the same dates as the dates of publication of the Philips' annual and/or quarterly results over the financial year 2005. The relevant Date of Grant and categorization of any Restricted Share Right with respect to any grant hereunder shall be determined by Philips. : depending on whether a Restricted Share Right is 3.Delivery Date categorized as a "1 Year Term Delivery Date Restricted Share Right", "2 Year Term Restricted Share Right" or "3 Year Term Restricted Share Right", the Delivery Date shall be the first, second or third anniversary of the Date of Grant of such Restricted Share Right. : any company within the Philips group of companies 4. Employing Company and such other company as Philips may from time to time designate or approve. : a custody account maintained in the name of a 5. Nominee Account Participant established by an administrator designated by Philips. : the date which is three years after the applicable 6. Premium Date Delivery Date. : any Shares (to be) delivered to a Participant 7. Premium Shares pursuant to Article 7 hereof. : the period commencing on the Delivery Date 8. Retainment Period applicable to a particular Restricted Share Right and ending on the Premium Date applicable to such Restricted Share Right. : an individual who has accepted any Restricted Share 9. Participant Rights under this Program. : Koninklijke Philips Electronics N.V. 10. Philips : this Global Philips Restricted Share Program 2005. 11. Program : the conditional right granted to a Participant to 12. Restricted Share receive one Share, subject to the terms and Right conditions of this Program. Restricted Share Rights will be categorized as "1 Year Term Restricted Share Rights", "2 Year Term Restricted Share Rights" or "3 Year Term Restricted Share Rights", as applicable. : a common share of Philips (to be) delivered under 13. Share this Program.
4.3-2 ARTICLE 2 GRANT OF RESTRICTED SHARE RIGHTS Any Restricted Share Rights may be granted to an eligible individual, subject to the (acceptance by such individual of the) terms and conditions of this Program and any other Philips' policies or guidelines that may apply to such individual. Any Restricted Share Rights offered to any such individual and the terms and conditions governing such rights shall be deemed accepted by such individual with effect from the applicable Date of Grant in case Philips has not received, in accordance with a procedure established by Philips, a notice of rejection of such rights within fourteen (14) days of the notice of grant of such rights or such later date as may be determined by Philips. ARTICLE 3 TERMINATION OF EMPLOYMENT 1. Except as otherwise provided in Article 3.2 and 3.3 hereof, in case a Participant is no longer employed by any Employing Company as a result of the termination of such Participant's employment with an Employing Company for any reason whatsoever prior to the applicable Delivery Date, such Participant's Restricted Share Rights shall be forfeited effective as of the date of termination of such Participant's employment with the Employing Company without the Participant being entitled to any compensation or any obligation on the part of Philips or any of its subsidiaries unless Philips determines, in its sole discretion, otherwise in writing. Any such determination shall be final, conclusive and binding and may be subject to such conditions as Philips may determine appropriate. 2. In case a Participant is no longer employed by any Employing Company as a result of the termination of such Participant's employment with an Employing Company for reasons of (i) death, (ii) disablement, (iii) legal incapacity, (iv) retirement or (v) the expiration of a temporary contract of employment, provided such temporary contract of employment has not been extended one or more times such Participant or, in case of death or legal incapacity of the Participant, the estate of the Participant or his or her legal representative(s), as the case may be, shall remain entitled to any Restricted Share Rights granted to such Participant prior to the date of such termination subject to the terms and conditions of this Program. For the purpose of this Program, a Participant's employment shall be deemed terminated as a result of "retirement" if such Participant's employment is terminated and such Participant satisfies at the date of such termination the eligibility requirements to receive an immediate (early) retirement benefit under an (early) retirement plan of an Employing Company under which such Participant was covered, provided (i) payment of such (early) retirement benefit commences immediately following such termination, and provided further (ii) that if such Participant is covered by an US retirement plan, such Participant must have at least five years of service with an US Employing Company and have attained the age of fifty-five (55) years. 3. In case the employment of a Participant with any Employing Company is terminated as a result of the sale or other divestment of a business, subsidiary, division or other business unit of Philips or any part thereof ("Divested Business") and the Participant remains employed by the Divested Business upon such transfer, such Participant shall remain entitled to any Restricted Share Rights granted to such Participant prior to the date of the termination of such employment subject to the terms and conditions of this Program. In case of termination of employment of a Participant with any Employing Company as a result of such sale or other divestment, the Participant shall no longer be eligible to receive any Premium Shares. 4.3-3 Upon termination of the employment of the Participant with the Divested Business, the terms of Article 3.1 and 3.2 shall apply mutatis mutandis, it being expressly understood that in case such Participant becomes re-employed by any Employing Company immediately upon such termination, such Participant shall remain entitled to any Restricted Share Rights held by such Participant at such time subject to the terms and conditions of this Program. ARTICLE 4 NON-TRANSFERABILITY The Restricted Share Rights are strictly personal and may not be assigned, transferred (except that, in case of death of the Participant any Restricted Share Rights granted to such Participant at the date of his death shall pass to his heirs or legatees), pledged, hypothecated, or otherwise encumbered or disposed of in any manner. The Participant may not engage in any transactions on any exchange on the basis of any Restricted Shares Rights. Any violation of the terms of this Article 4 will cause the Restricted Share Rights to become immediately null and void without further notice and without the Participant being entitled to any compensation. ARTICLE 5 DELIVERY AND HOLDING OF SHARES 1. Philips may require a Participant to maintain a Nominee Account in connection with this Program. Nothing contained in this Program shall obligate Philips to establish or maintain or cause to establish or maintain a Nominee Account for any Participant. 2. Subject to the terms and conditions of this Program, Philips will deliver a Share pursuant to a Restricted Share Right to a Participant on or as soon as reasonably practicable after the relevant Delivery Date. In no event shall Philips have any obligation to deliver any Shares to a Participant prior to the relevant Delivery Date. 3. Any Shares to be delivered pursuant to Article 5.2 will be credited to the Nominee Account except if a Participant (i) requests Philips to credit such Shares to a Custody Account or (ii) does not maintain a Nominee Account at the date of delivery of such Shares. In case (i) or (ii) as described in the foregoing sentence applies, the Participant shall be responsible to notify Philips in accordance with a procedure (including the period for notification) established by Philips on the details relating to such Custody Account. In case Philips determines in its sole discretion that the Participant has failed to notify Philips in accordance with such procedure, then the Participant shall be deemed to have authorized Philips to sell as many Shares as required to ensure that any withholding Taxes obligations and other costs related to such Shares and such transaction are settled. 4. Except as may be otherwise approved in writing by Philips in its sole discretion, in case a Participant is no longer employed by any Employing Company for any reason whatsoever, the Participant (or his or her legal representatives) shall withdraw all Shares credited to the Participant's Nominee Account within two (2) months of the date of such termination. In case the Participant (or his or her legal representatives, as the case may be) fails to comply with the foregoing obligation, then the Participant (or his or her legal representatives) shall be deemed to have requested Philips to sell or cause to sell such Shares. 5. Each Participant shall comply with any applicable "insider trading" laws and regulations and the Philips' Rules of Conduct with respect to Inside Information. 4.3-4 ARTICLE 6 CAPITAL DILUTION Philips may make equitable adjustment or substitution of the number or kind of Shares subject to the Restricted Shares Rights, as it, in its sole discretion, deems equitable to reflect any significant corporate event of or by Philips, for example a change in the outstanding Shares by reason of any stock dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to holders of Shares other than regular cash dividends. ARTICLE 7 PREMIUM SHARES At a Premium Date, Philips will deliver a number of Premium Shares, which is equal to 20 % (twenty percent) of the number of Shares acquired by a Participant pursuant to the Restricted Share Rights, which are held by the Participant at, and are subject to, such Premium Date. The foregoing obligation shall be subject further to the requirements that: (i) the Participant is still employed by an Employing Company at the relevant Premium Date and (ii) such Shares have been deposited on the Participant's Nominee Account during the entire Retainment Period in order to enable Philips to monitor whether Participant has retained the Shares during such period. Philips will not be required pursuant to the foregoing to deliver a fraction for a Premium Share but instead the number of Premium Shares shall be rounded upward to the next whole Share. ARTICLE 8 COSTS AND TAXES 1. All costs of delivering any Shares, including, but not limited to, any Premium Shares, under this Program to a Participant's Nominee Account shall be borne by Philips. All costs of delivering any Shares, including, but not limited to, any Premium Shares, under this Program to a Participant's Custody Account and any other costs connected with the Shares shall be borne by the Participant. 2. Any and all taxes, duties, levies, charges or social security contributions ("Taxes") which arise under any applicable national, state, local or supra-national laws, rules or regulations, whether already effective on the Date of Grant of any Restricted Shares Rights or becoming effective thereafter, and any changes or modifications therein and termination thereof which may result for the Participant in connection with this Program (including, but not limited to, the grant of the Restricted Shares Rights, the ownership of the Restricted Shares Rights and/or the delivery of any Shares under this Program, the ownership and/or the sale of any Shares acquired under this Program) shall be for the sole risk and account of the Participant. 3. Philips and any other Employing Company shall have the right to deduct or withhold (or cause to be deducted or withheld) from any salary payment or other sums due by Philips or any other Employing Company to Participant, or requiring the Participant or beneficiary of the Participant, to pay to Philips an amount necessary to settle any Taxes determined by Philips necessary to be withheld in connection with this Program (including, but not limited to, the grant of the Restricted Shares Rights or the delivery of any Shares (including, but not limited to, Premium Shares) under this Program). 4. Philips shall not be required to deliver any Shares and Philips may delay (or cause to be delayed) the transfer of any Shares from a Nominee Account to a Custody Account until Philips has received an amount, or the Participant has made such arrangements required by Philips necessary 4.3-5 to satisfy any withholding of any Taxes and any costs to be borne by the Participant in connection with this Program as determined by Philips. ARTICLE 9 DIVIDEND PAYMENT ON SHARES Philips is entitled, in its sole discretion, to determine the manner in which dividend on any Shares acquired by a Participant pursuant to this Program and deposited on the Nominee Account at the applicable record date, is paid to such Participant including, but not limited to, the payment of dividend by means of a dividend reinvestment plan pursuant to which the dividend will be reinvested in the purchase of Shares. ARTICLE 10 GENERAL PROVISIONS 1. Philips shall have the authority to interpret this Program, to establish, amend, and rescind any rules and regulations relating to this Program, to determine the terms and conditions of any agreements entered into hereunder, and to make all other determinations necessary or advisable for the administration of this Program. Philips shall further have the authority to waive, in its sole discretion, the requirement pursuant to Article 7 that the Shares have been and are deposited on the Nominee Account during the entire Retainment Period. Such waiver may be subject to such conditions as Philips may establish in its sole discretion. Philips may delegate the authority to practice administrative and operational functions with respect to the Program to officers or employees of subsidiaries of Philips and to service providers. 2. No Participant shall have any rights or privileges of shareholders (including the right to receive dividends and to vote) with respect to Shares to be delivered pursuant to Restricted Share Rights until such Shares are actually delivered to such Participant in accordance with Article 5 of this Program. The Shares delivered shall carry the same rights as common shares of Philips traded on Euronext Amsterdam, or the New York Stock Exchange, as applicable, on the day on which these Shares are delivered. 3. The (value of) Restricted Share Rights granted to, or Shares acquired by, a Participant pursuant to such Restricted Share Right under this Program shall not be considered as compensation in determining a Participant's benefits under any benefit plan of an Employing Company, including but not limited to, group life insurance, long-term disability, family survivors, or any retirement, pension or savings plan. 4. Nothing contained in this Program or in any grant made or Agreement entered into pursuant hereto shall confer upon any Participant any right to be retained in employment with any Employing Company, or to be entitled to any remuneration or benefits not set forth in this Program or interfere with or limit in any way with the right of any Employing Company to terminate such Participant's employment or to discharge or retire a Participant at any time. 5. If a provision of this Program is deemed illegal or invalid, the illegality or invalidity shall not affect the remaining parts of this Program, this Program shall be construed as if the illegal or invalid provisions had not been included in this Program. 6. Where the context requires, words in either gender shall include also the other gender. 7. This Program shall be governed by and construed in accordance with the laws of The Netherlands, without regard to its principles of conflict of laws. - - - - - 4.3-6 4.3-7 EX-23.1 4 y09496exv23w1.txt EX-23.1: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 23.1 CONSENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this registration statement on Form S-8 of our report dated February 22, 2005, relating to the consolidated balance sheets of Koninklijke Philips Electronics N.V. and subsidiaries as of December 31, 2004 and 2003, and the consolidated statements of income, changes in stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 2004, included in the December 31, 2004 annual report on Form 20-F of Koninklijke Philips Electronics N.V., filed with the Commission on February 22, 2005, as amended by amendment on Form 20-F/A of Koninklijke Philips Electronics N.V. filed with the Commission on April 28, 2005. Eindhoven, the Netherlands May 26, 2005. /s/ KPMG Accountants N.V - ------------------------ KPMG Accountants N.V. EX-23.2 5 y09496exv23w2.txt EX-23.2: CONSENT OF SAMIL PRICEWATERHOUSECOOPERS Exhibit 23.2 CONSENT OF SAMIL PRICEWATERHOUSECOOPERS We hereby consent to the incorporation by reference in this registration statement on Form S-8 of Koninklijke Philips Electronics N.V. of our report dated January 26, 2005, relating to the consolidated financial statements of LG.Philips LCD Co., Ltd. and its subsidiaries, which appears in the Form 20-F/A of Koninklijke Philips Electronics N.V., filed with the Commission on April 28, 2005. /s/ Samil PricewaterhouseCoopers - -------------------------------- Samil PricewaterhouseCoopers Seoul, Korea, May 26, 2005 EX-23.3 6 y09496exv23w3.txt EX-23.3: CONSENTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS Exhibit 23.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report relating to the consolidated financial statements of Atos Origin S.A. for the year ended December 31, 2002, dated September 10, 2003, appearing in the Annual Report on Form 20-F of Koninklijke Philips Electronics N.V. for the year ended December 31, 2004. Paris and Neuilly-sur-Seine May 26, 2005 AMYOT EXCO GRANT THORNTON Deloitte & Associes By: /s/ Daniel Kurkdjian By: /s/ Jean-Paul Picard --------------------- --------------------- By: /s/ Vincent Papazian By: /s/ Jean-Marc Lumet --------------------- ------------------- EX-23.4 7 y09496exv23w4.txt EX-23.4: CONSENT OF KPMG Exhibit 23.4 CONSENT OF KPMG We consent to the incorporation by reference in this registration statement on Form S-8 of our report dated June 26, 2004, relating to the consolidated financial statements of LG.Philips Displays Holding B.V. for the year ended December 31, 2003, included in amendment on Form 20-F/A, filed with the Commission on April 28, 2005, amending the annual report on Form 20-F of Koninklijke Philips Electronics N.V. for the year ended December 31, 2004. Hong Kong, May 26, 2005. /s/ KPMG - -------------- KPMG -----END PRIVACY-ENHANCED MESSAGE-----