Form S-8

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

0001193125-13-073990.txt : 20130225 0001193125-13-073990.hdr.sgml : 20130225 20130225155420 ACCESSION NUMBER: 0001193125-13-073990 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20130225 DATE AS OF CHANGE: 20130225 EFFECTIVENESS DATE: 20130225 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: 333-186849 FILM NUMBER: 13638913 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 d492278ds8.htm FORM S-8 Form S-8

As filed with the Securities and Exchange Commission on February 25, 2013

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)

Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan

Global Royal Philips Electronics Long-Term Incentive Plan (Consisting of Global Philips

Performance Share Plan)

(Full Title of the Plan)

David A. Dripchak

3000 Minuteman Road

Building 1

Andover, MA 01810

(978) 659-4801

(Name, Address and Telephone Number of Agent for Service)

Please Send Copies of Communications to:

John O’Connor

Sullivan & Cromwell LLP

1 New Fetter Lane

London EC4A 1AN

United Kingdom

+44 (0)20 7959-8515

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount to be Registered(2)	Proposed Maximum Offering Price Per Share (3)	Proposed Maximum Aggregate Offering Price (3)	Amount of Registration Fee
Common Shares of Koninklijke Philips Electronics N.V., par value 0.20 Euro per share (1)	97,500,000	$29.33	$2,859,675,000	$390,060

(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 Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan. Pursuant to Rule 457(h)(2) no fee is payable with respect to the registration of these interests.

(2)	10,000,000 of the shares are registered to be offered or sold pursuant to the Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan and 87,500,000 of the shares are registered to be offered or sold pursuant to the Global Royal Philips Electronics Long-Term Incentive Plan.

(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 as reported on the New York Stock Exchange on February 19, 2013.

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 offered 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 Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan. After giving effect to this filing, an aggregate of 28,609,460 shares of the registrant’s common stock have been registered for offering pursuant to the Koninklijke Philips Electronics N.V. 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 of the Securities Act of 1933, as amended.

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:

(a) Our Annual Report on Form 20-F for the fiscal year ended December 31, 2012 (File No. 001-05146-01) filed with the Commission on February 25, 2013;

(b) The Annual Report on Form 11-K of the Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan (File No. 001-05146-01) filed with the Commission on October 26, 2012; and

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.

The text below in this Item 3 contains a description of certain provisions of the articles of association of Royal Philips Electronics. This description 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 Form 20-F (File No. 001-05146-01) filed with the Commission on February 25, 2013. 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 the management of the Company. Certain key officers have been appointed to manage the Company together with the Board of Management, and together the members of the board of management and the key officers constitute the Executive Committee. 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 executive committee and the general course of affairs of the Company.

Share Capital

Our authorized capital is 800,000,000 euros comprised of 2,000,000,000 common shares of 0.20 euro each, and 2,000,000,000 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 as of December 31, 2012. 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, M. den Boogert, and F.J.G.M. Cremers. No Philips board members or officers are represented on the board of the Foundation. 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 the stock market of the Amsterdam Exchange.

The common shares are held in bearer and registered form. Holders of shares of New York Registry hold their common shares in registered form.

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 upon a binding recommendation made by our supervisory board after consultation with the CEO. 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.

The general meeting of shareholders may deprive of their binding effect nominations for election to the board of management made by our supervisory board, 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 favour 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.

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 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 supervisory board. If a simple majority of the votes cast is in favour 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, The Hague, Rotterdam, Utrecht or Haarlemmermeer (including Schiphol airport) (all in The Netherlands). Meetings are convened by public notice, via

the Company’s website or other electronic means of communication and by letter or by the use of electronic means of communication, to registered shareholders by at least 42 days prior to the (extraordinary) general meeting. The Company will set a record date for the exercise of the voting rights and rights relating to the general meetings of shareholders. In accordance with Dutch law this record date is fixed at the 28^th day prior to the day of the general meeting of shareholders. Shareholders registered at such date are entitled to attend the general meeting of shareholders 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. Shareholders who are entitled to attend a general meeting of shareholders may be represented by proxies.

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 the 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 from the day on which the notice convening the general meeting of shareholders is delivered until the close of that meeting. 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.

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 pre-emptive 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 up to and including October 26, 2013. 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 up to and including October 26, 2013. 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, 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. The authorisation 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 is limited to a maximum of 10% of the number of shares issued as of April 26, 2012 plus 10% of the issued capital in connection with or on the occasion of mergers and acquisitions.

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 up to and including October 26, 2013.

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-Dutch 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 the stock market of the Amsterdam Exchange are common shares in bearer form embodied in a global note, which is 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 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 4.

Description of Securities

Not applicable.

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 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 roekeloos’) 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		Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan (incorporated herein by reference to Exhibit 4.1 to Royal Philips Electronics’ registration statement on Form S-8 (File No. 333-165017), filed with the commission on February 22, 2010)

4.2		Global Royal Philips Electronics Long-Term Incentive Plan applicable to executives and key employees (excluding the Board of Management and Executive Committee) of Koninklijke Philips Electronics N.V.

4.3		Global Royal Philips Electronics Long-Term Incentive Plan applicable to the members of the Board of Management of Koninklijke Philips Electronics N.V.

4.4		Global Royal Philips Electronics Long-Term Incentive Plan applicable to the members of the Executive Committee (excluding the Board of Management) of Koninklijke Philips Electronics N.V.

23.1		Consent of KPMG Accountants NV, an Independent Registered Public Accounting Firm

23.2		Consent of KPMG LLP, an Independent Registered Public Accounting Firm

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:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Act”);

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material 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;

provided, however, that if the information required to be included in a post-effective amendment by paragraphs (a)(1)(i) and (ii) above is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement, paragraphs (a)(1)(i) and (ii) shall not apply;

(2) That, for the purpose of determining any liability under the Act 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 Act, 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 Act 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 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.

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 February 25, 2013.


KONINKLIJKE PHILIPS ELECTRONICS N.V.

By:		/s/ Eric Coutinho
Name:		Eric Coutinho
Title:		General Secretary

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints David A. Dripchak as 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 February 25, 2013.


Name				Title

/s/ F.A. van Houten				President/CEO, Chairman of the Board of Management
F.A. van Houten

/s/ R.H. Wirahadiraksa				Executive Vice-President, Member of the Board of Management and Chief Financial Officer
R.H. Wirahadiraksa
/s/ P.A.J. Nota				Executive Vice-President, Member of the Board of Management
P.A.J. Nota

II-1


Name				Title

/s/ J. van der Veer				Chairman of the Supervisory Board
J. van der Veer

/s/ H. Von Prondzynski				Member of the Supervisory Board
H. Von Prondzynski

/s/ N. Dhawan				Member of the Supervisory Board
N. Dhawan

/s/ C.J.A. van Lede				Member of the Supervisory Board
C.J.A. van Lede

/s/ E. Kist				Member of the Supervisory Board
E. Kist

/s/ J.J. Schiro				Member of the Supervisory Board
J.J. Schiro

				Member of the Supervisory Board
C.A. Poon

/s/ J.P. Tai				Member of the Supervisory Board
J.P. Tai

/s/ David A. Dripchak				Duly authorized representative in the
David A. Dripchak				United States

II-2

SIGNATURE OF THE KONINKLIJKE PHILIPS ELECTRONICS N.V.

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 Andover, State of Massachusetts, on February 25, 2013.


KONINKLIJKE PHILIPS ELECTRONICS N.V.
NONQUALIFIED STOCK PURCHASE PLAN

By:		/s/ David A. Dripchak
Name:		David A. Dripchak
Title:		Chairman, Stock Purchase Plan Committee

II-3

INDEX TO EXHIBITS


Exhibit No.		Description

4.1		Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan (incorporated herein by reference to Exhibit 4.1 to Royal Philips Electronics’ registration statement on Form S-8 (File No. 333-165017), filed with the commission on February 22, 2010)

4.2		Global Royal Philips Electronics Long-Term Incentive Plan applicable to executives and key employees (excluding the Board of Management and Executive Committee) of Koninklijke Philips Electronics N.V.

4.3		Global Royal Philips Electronics Long-Term Incentive Plan applicable to the members of the Board of Management of Koninklijke Philips Electronics N.V.

4.4		Global Royal Philips Electronics Long-Term Incentive Plan applicable to the members of the Executive Committee (excluding the Board of Management) of Koninklijke Philips Electronics N.V.

23.1		Consent of KPMG Accountants NV, an Independent Registered Public Accounting Firm

23.2		Consent of KPMG LLP, an Independent Registered Public Accounting Firm

24		Power of attorney (included on signature page).

EX-4.2 2 d492278dex42.htm EX-4.2 EX-4.2

Exhibit 4.2

Global Philips Performance Share Plan

For Executives and Key Employees (excluding the Board of Management and Executive Committee)

TERMS AND CONDITIONS

GLOBAL PHILIPS PERFORMANCE SHARE PLAN

Article 1

Definitions

In this Global Philips Performance Share Plan the following definitions shall apply:


1. Award	:	the conditional right granted to eligible individuals to receive Shares, subject to (i) the achievement of Performance Conditions, and (ii) the terms and conditions of this Plan.

2. Business Day	:	any day on which Euronext Amsterdam N.V. (or its successor) is open for business.

3. Custody Account	:	a custody account maintained in the name of a Participant other than a Nominee Account.

4. Date of Grant	:	the date at which an Award is granted pursuant to this Plan. The Dates of Grant of any Awards shall be the fourth Business Day after the day of publication of the Philips’ annual and/or quarterly results.

5. Earnings	:	earnings from continued operations attributable to shareholders adjusted for changes in accounting principles/policies during the Performance Period as well as any further adjustments made in accordance with Article 2.

6. Employing Company	:	any company within the Philips group of companies and such other company as Philips may from time to time designate or approve.

7. EPS Growth	:	the growth of Earnings per Share over the Performance Period calculated applying the simple point-to-point method at year-end, based on the number of Shares outstanding (after deduction of Shares held in treasury) on the day prior to the start of the Performance Period.

8. Nominee Account	:	a custody account maintained in the name of a Participant established by an administrator designated by Philips.

9. Participant	:	an individual who has accepted any Awards under this Plan.


10. Performance Conditions	:	Relative TSR for 50% and EPS Growth for 50%; the targets for EPS Growth for each Award will be determined by the Supervisory Board.

11. Performance Period	:	the three (3) years starting on the first day of Philips’ financial year in which the relevant Award was granted.

12. Philips	:	Koninklijke Philips Electronics N.V.

13. Philips Peer Group	:	the peer group of companies as determined by the Shareholders Meeting excluding Philips to permit interpolation and adjusted in accordance with Article 2 from time to time.

14. Plan	:	this Global Philips Performance Share Plan.

15. Relative TSR	:	relative total shareholder return of Philips compared to the Philips Peer Group measured over the Performance Period.

16. Share	:	a common share of Philips.

17. Shareholders Meeting	:	the shareholders meeting of Philips.

18. Supervisory Board	:	the supervisory board of Philips.

19. Vesting Date	:	the third anniversary of the Date of Grant of an Award.

Article 2

Grant, Performance Conditions and Vesting of Awards

An Award may be granted to an eligible individual, subject to (the acceptance by such individual of) the terms and conditions of such Award and any other Philips’ policies or guidelines that may apply from time to time to such individual. An Award offered to any such individual and the terms and conditions governing such Award shall be deemed accepted by such individual with effect from the Date of Grant in case Philips has not received, in accordance with a procedure established by Philips, a notice of rejection of such Award within fourteen (14) days of the notice of grant or such later date as may be determined by Philips.

2.	At the end of the Performance Period, the Supervisory Board will determine in its sole discretion the extent to which the Performance Conditions have been achieved and will calculate the number of Shares (if any) that will vest for the relevant period.

3.	Subject to the provisions of Article 2.2 and 2.4 an Award will vest based on two equally weighted Performance Conditions:

50% of an Award will vest 0% - 200% depending on Relative TSR. The vesting levels for Relative TSR are outlined in the table below:


TSR Philips	³21 -³ 14			³ 13 - ³ 12			³ 11			³ 10			³9			³8			³7			³6 - ³ 1
Vesting		0	%		60	%		100	%		120	%		140	%		160	%		180	%		200	%

50% of an Award will vest 0% - 200% depending on EPS Growth. The vesting levels for EPS Growth are outlined in the table below:


Adjusted EPS Growth	Below Minimum			Minimum			Target			Maximum
Vesting		0	%		40	%		100	%		200	%

4.	The Supervisory Board shall have the discretionary authority to determine:

the adjustments to be made for changes in accounting principles/policies and/or whether any further adjustments in extraordinary circumstances (e.g. impairments, restructuring activities, pension items) with a significant impact should be made and the number of Shares outstanding used for the calculation of EPS Growth;

the composition – including any amendment thereof – of the Philips Peer Group and the vesting levels for Relative TSR from time to time, taking into account the parameters set by the Shareholders Meeting;

whether any unforeseen circumstances justify an adjustment of the vesting levels of the Performance Conditions considering circumstances that were not foreseen at the Date of Grant, and

to what extent and how any determination(s) made under a, b and c shall impact (the achievement of) the Performance Conditions of the relevant Award.

Article 3

Termination of Employment

Except as otherwise provided in this Article 3, 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 Vesting Date, such Participant’s Awards 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 Employing Company unless Philips determines, in its sole discretion, otherwise in writing to the Participant in question. 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 or

(ii)

legal incapacity,

the estate of the Participant or his or her legal representative(s), as the case may be, shall remain entitled to any Awards granted to such Participant nine (9) months or more prior to the date of such termination subject to the terms and conditions of this Plan.

3.	Subject to Article 3.4, 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)

disablement or

(ii)

retirement

such Participant shall remain entitled to any Awards granted to such Participant nine (9) months or more prior to the date of such termination subject to the terms and conditions of this Plan.

For the purpose of this Plan, unless Philips determines, in its sole discretion, otherwise in writing to the Participant in question, 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 that payment of such (early) retirement benefit commences immediately following such termination.

In case – in the reasonable opinion of Philips – a Participant joins a competitor of Philips or in case of bad mouthing, poaching or other harmful action – which competitor or other harmful action may be further specified by Philips at the time of the termination of the employment – to Philips or any Employing Company during the first two (2) years after the date of termination of such Participant’s employment, Philips has the discretion to decide that the Awards still outstanding will – in whole or in part – be forfeited with immediate effect, without the Participant being entitled to any compensation or any obligation on the part of Philips or any Employing Company.

Article 4

Non-transferability

The Awards are strictly personal and may not be assigned, transferred (except that, in case of death of the Participant any Awards 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 Awards. Any violation of the terms of this Article 4 will cause the Awards 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 Plan. Nothing contained in this Plan shall obligate Philips to establish or maintain or cause to establish or maintain a Nominee Account for any Participant.

Subject to the terms and conditions of this Plan, and further to the Participants tax election, Philips will deliver Shares pursuant to an Award to a Participant on or as soon as reasonably practicable after the relevant Vesting Date. In no event shall Philips have any obligation to deliver any Shares to a Participant prior to the relevant Vesting Date.

3.	Any Shares to be delivered pursuant to Article 5.2 will be credited to the Nominee Account.

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 as a result of the termination of such Participant’s employment with an Employing Company, the Participant (or his or her estate or legal representatives, as the case may be) shall withdraw all Shares credited to the Participant’s Nominee Account within:

(a)

one hundred and eighty (180) days of the date of such termination, or

(b)

five (5) years from the date of such termination in case of the termination of such Participant’s employment with an Employing Company for reasons of:

death,

ii.

legal incapacity,

iii.

disablement, or

iv.

retirement.

In case the Participant (or his or her estate or legal representatives, as the case may be) fails to comply with the foregoing obligation, then the Participant (or his or her estate or legal representatives, as the case may be) shall be deemed to have instructed Philips to sell or cause to sell such Shares after such period on a Business Day as determined by Philips in its sole discretion, which day will be communicated by Philips to the Participant.

5.	Each Participant shall comply with any applicable “insider trading” laws and regulations and the Philips’ Rules of Conduct with respect to Inside Information.

Article 6

Capital Dilution

Philips may make – but is not under any obligation to do so – equitable adjustment or substitution of the number or kind of Shares subject to the Awards, 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

Dividend Equivalent

discretion, to determine the manner in which the number of Shares comprised in the Award will be increased. These additional Shares will only be delivered to the extent the Award vests.

Article 8

Costs and Taxes

1.	All costs of delivering any Shares under this Plan to a Participant’s Custody Account and any other costs connected with the Shares shall be borne by the Participant.

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 Award or becoming effective thereafter, and any changes or modifications therein and termination thereof which may result for the Participant in connection with this Plan (including, but not limited to, the grant of the Award, the ownership of the Award and/or the delivery of any Shares under this Plan, the ownership and/or the sale of any Shares acquired under this Plan) shall be for the sole risk and account of the Participant.

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 and any costs determined by Philips necessary to be withheld in connection with this Plan (including, but not limited to, the grant of the Award or the delivery of any Shares under this Plan).

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 to satisfy any withholding of any Taxes and any costs to be borne by the Participant in connection with this Plan as determined by Philips.

Philips is herewith authorised by the Participant to sell (part of) Participant’s Shares credited to a Nominee Account and to maintain such part of the proceeds of this sale as payment to Philips necessary to satisfy any withholding of any Taxes and any costs to be borne by the Participant in connection with this Plan 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 delivered to a Participant pursuant to this Plan 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

Change of Control

In the event of a change of control situation, Philips shall have the discretion to accelerate the vesting of Awards, subject to the achievement of the Performance Conditions to the date of completion of the change of control in accordance with the vesting levels, taking into account the principles of reasonableness and fairness and, unless Philips determines otherwise, the part of the Award which vest will be reduced on a time pro-rated basis.

Article 11

General Provisions

Philips shall have the authority to: i) interpret this Plan, ii) establish, amend, and rescind any terms and conditions of this Plan including any rules and regulations relating to this Plan and/or establish supplements to comply with or suit country specific requirements, iii) determine the terms and conditions of any agreements entered into hereunder, and iv) make all other determinations necessary or advisable. The terms and conditions of this Plan including any rules and regulations relating to this Plan, including any supplements thereto, in force from time to time are published on the website of Philips or its global plan administrator and apply to all previous and future Awards granted under this Plan. Philips may delegate the authority to practice administrative and operational functions with respect to the Plan to officers or employees of subsidiaries of Philips and to service providers.

Philips may in its sole discretion but acting in good faith, resolve to recoup some or all of such incentive compensation -including any benefits derived therefrom- in all appropriate cases (taking into account all relevant factors, including whether the assertion of a recoupment claim may in its opinion prejudice the interests of Philips and its group companies in any related proceeding or investigation), granted to an individual under these terms and conditions, if:

equity-based incentive compensation under these terms and conditions has been granted and/or has vested on the basis of incorrect financial or other data; or

in assessing the extent to which the Performance Conditions and/or any other condition imposed on the award was satisfied, such assessment was based on an error, inaccurate or misleading information or assumptions and that such error, information or assumptions would have resulted or did in fact result either directly or indirectly in that Award vesting (or being capable of vesting) to a greater degree than would have been the case had that error not been made; or

there are circumstances which would warrant Philips or the Employing Company summarily dismissing (or requesting in court the termination of the employment of) that individual – for instance on the basis of article 677 or 685 Dutch Civil Code – (whether or not Philips or the Employing Company has chosen to do so) where such circumstances arose in the period from the Date of Grant to the Vesting Date; or

that individual was involved in, or directly or indirectly responsible for a serious violation of the Philips General Business Principles or applicable law; or

the Employing Company or the business unit in which the relevant individual works/worked, or for which he was responsible, suffered a material failure of risk management, or

something which occurred in the period from the Date of Grant to the Vesting Date has a sufficiently significant impact on the reputation of Philips or the group members to justify the operation of a recoupment claim.

By accepting an Award under these terms and conditions, the individual concerned agrees to fully co-operate with Philips and the Employing Company in order to give effect to this article.

Furthermore by accepting any Awards under this Plan, the individual provides an irrevocable power of attorney to Philips to transfer any Shares held by such individual in the account administered by Philips’ global plan administrator and any other acts necessary or desirable to give effect to this article. This power of attorney is governed by Dutch law exclusively.

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 Awards until such Shares are actually delivered to such Participant in accordance with Article 5 of this Plan. The Shares delivered shall carry the same rights as common shares of Philips traded on Euronext Amsterdam, on the day on which these Shares are delivered.

The (value of) Awards granted to, or Shares acquired by, a Participant pursuant to such Awards under this Plan 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.

Nothing contained in this Plan or in any Award 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 Plan 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.

6.	If a provision of this Plan is deemed illegal or invalid, the illegality or invalidity shall not affect the remaining parts of this Plan, this Plan shall be construed as if the illegal or invalid provisions had not been included in this Plan.

7.	Where the context requires, words in either gender shall include also the other gender.

8.	The English version of this Plan is leading. If there is a discrepancy between the contents of a translation and the English version of this Plan, the English version of this Plan prevails.

9.	After approval of the Long-Term Incentive Plan (consisting of a Global Philips Performance Share Plan) for the Board of Management by the Shareholders Meeting, this Plan will take effect as per January 1, 2013.

10.	This Plan shall be governed by and construed in accordance with the laws of The Netherlands, without regard to its principles of conflict of laws.

• • • • •

EX-4.3 3 d492278dex43.htm EX-4.3 EX-4.3

Exhibit 4.3

Global Philips Performance Share Plan

For the Board of Management

TERMS AND CONDITIONS

GLOBAL PHILIPS PERFORMANCE SHARE PLAN

Article 1

Definitions

In this Global Philips Performance Share Plan the following definitions shall apply:


1. Award	:	the conditional right granted to eligible individuals to receive Shares, subject to (i) the achievement of Performance Conditions, and (ii) the terms and conditions of this Plan.

2. Business Day	:	any day on which Euronext Amsterdam N.V. (or its successor) is open for business.

3. Custody Account	:	a custody account maintained in the name of a Participant other than a Nominee Account.

4. Date of Grant	:	the date at which an Award is granted pursuant to this Plan. The Dates of Grant of any Awards shall be the fourth Business Day after the day of publication of the Philips’ annual and/or quarterly results.

5. Earnings	:	earnings from continued operations attributable to shareholders adjusted for changes in accounting principles/policies during the Performance Period as well as any further adjustments made in accordance with Article 2.

6. Employing Company	:	any company within the Philips group of companies and such other company as Philips may from time to time designate or approve.

7. EPS Growth	:	the growth of Earnings per Share over the Performance Period calculated applying the simple point-to-point method at year-end, based on the number of Shares outstanding (after deduction of Shares held in treasury) on the day prior to the start of the Performance Period.

8. Nominee Account	:	a custody account maintained in the name of a Participant established by an administrator designated by Philips.

9. Participant	:	an individual who has accepted any Awards under this Plan.



10. Performance Conditions	:	Relative TSR for 50% and EPS Growth for 50%; the targets for EPS Growth for each Award will be determined by the Supervisory Board.

11. Performance Period	:	the three (3) years starting on the first day of Philips’ financial year in which the relevant Award was granted.

12. Philips	:	Koninklijke Philips Electronics N.V.

13. Philips Peer Group	:	the peer group of companies as determined by the Shareholders Meeting excluding Philips to permit interpolation and adjusted in accordance with Article 2 from time to time.

14. Plan	:	this Global Philips Performance Share Plan.

15. Relative TSR	:	relative total shareholder return of Philips compared to the Philips Peer Group measured over the Performance Period.

16. Share	:	a common share of Philips.

17. Shareholders Meeting	:	the shareholders meeting of Philips.

18. Supervisory Board	:	the supervisory board of Philips.

19. Vesting Date	:	the third anniversary of the Date of Grant of an Award.

Article 2

Grant, Performance Conditions and Vesting of Awards

At the end of the Performance Period, the Supervisory Board will determine in its sole discretion the extent to which the Performance Conditions have been achieved and will calculate the number of Shares (if any) that will vest for the relevant period. In doing so the Supervisory Board shall have a discretionary authority, and shall be entitled to take into account such facts and circumstances as it deems appropriate in the context of such determination, an appropriate remuneration of the Participant, and/or in the interest of Philips. Furthermore the so-called ultimum remedium clause (best practice provision II.2.10) of the Dutch Corporate Governance Code of 2008 shall apply. Any such determination shall be conclusive and binding.

3.	Subject to the provisions of Article 2.2 and 2.4 an Award will vest based on two equally weighted Performance Conditions:

50% of an Award will vest 0% - 200% depending on Relative TSR. The vesting levels for Relative TSR are outlined in the table below:


TSR Philips	³21 - ³14			³13 - ³12			³11			³10			³9			³8			³7			³6 - ³1
Vesting		0	%		60	%		100	%		120	%		140	%		160	%		180	%		200	%

50% of an Award will vest 0% - 200% depending on EPS Growth. The vesting levels for EPS Growth are outlined in the table below:


Adjusted EPS Growth	Below Minimum			Minimum			Target			Maximum
Vesting		0	%		40	%		100	%		200	%

4.	The Supervisory Board shall have the discretionary authority to determine:

The adjustments to be made for changes in accounting principles/policies and/or whether any further adjustments in extraordinary circumstances (e.g. impairments, restructuring activities, pension items) with a significant impact should be made and the number of Shares outstanding used for the calculation of EPS Growth;

The composition – including any amendment thereof – of the Philips Peer Group and the vesting levels for Relative TSR from time to time, taking into account the parameters set by the Shareholders Meeting;

Whether any unforeseen circumstances justify an adjustment of the vesting levels of the Performance Conditions considering circumstances that were not foreseen at the Date of Grant, and

To what extent and how any determination(s) made under a, b and c shall impact (the achievement of) the Performance Conditions of the relevant Award.

Article 3

Termination of Employment/Assignment

Except as otherwise provided in this Article 3, in case a Participant is no longer employed/assigned by any Employing Company as a result of the termination of such Participant’s employment/assignment with an Employing Company for any reason whatsoever prior to the applicable Vesting Date, such Participant’s Awards shall be forfeited effective as of the date of termination of such Participant’s employment/assignment with the Employing Company without the Participant being entitled to any compensation or any obligation on the part of Philips or any Employing Company unless the Supervisory Board determines, in its sole discretion, otherwise in writing to the Participant in question. Any such determination shall be final, conclusive and binding and may be subject to such conditions as the Supervisory Board may determine appropriate.

2.	In case a Participant is no longer employed/assigned by any Employing Company as a result of the termination of such Participant’s employment/assignment with an Employing Company for reasons of:

(i)

death or

(ii)

legal incapacity,

3.	Subject to Article 3.4, in case a Participant is no longer employed/assigned by any Employing Company as a result of the termination of such Participant’s employment/assignment with an Employing Company for reasons of:

(i)

disablement,

(ii)

retirement or

(iii)

the expiration of any temporary contract of employment or any agreement of assignment (“overeenkomst van opdracht”),

such Participant shall remain entitled to any Awards granted to such Participant nine (9) months or more prior to the date of such termination subject to the terms and conditions of this Plan.

For the purpose of this Plan, unless the Supervisory Board determines, in its sole discretion, otherwise in writing to the Participant in question, a Participant’s employment/assignment shall be deemed terminated as a result of “retirement” if such Participant’s employment/assignment 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 that payment of such (early) retirement benefit commences immediately following such termination.

In case – in the reasonable opinion of the Supervisory Board – a Participant joins a competitor of Philips or in case of bad mouthing, poaching or other harmful action – which competitor or other harmful action may be further specified by the Supervisory Board at the time of the termination of the employment or contract of assignment – to Philips or any Employing Company during the first two (2) years after the date of termination of such Participant’s employment/assignment, the Supervisory Board has the discretion to decide that the Awards still outstanding will – in whole or in part – be forfeited with immediate effect, without the Participant being entitled to any compensation or any obligation on the part of Philips or any Employing Company.

Article 4

Non-transferability

Article 5

Delivery and Holding of Shares

1.	Philips may require a Participant to maintain a Nominee Account in connection with this Plan. Nothing contained in this Plan shall obligate Philips to establish or maintain or cause to establish or maintain a Nominee Account for any Participant.

3.	Any Shares to be delivered pursuant to Article 5.2 will be credited to the Nominee Account.

Except as may be otherwise approved in writing by Philips in its sole discretion, in case a Participant is no longer employed/assigned by any Employing Company as a result of the termination of such Participant’s employment/assignment with an Employing Company, the Participant (or his or her estate or legal representatives, as the case may be) shall withdraw all Shares credited to the Participant’s Nominee Account within:

(a)

one hundred and eighty (180) days of the date of such termination, or

(b)

five (5) years from the date of such termination in case of the termination of such Participant’s employment with an Employing Company for reasons of:

death,

ii.

legal incapacity,

iii.

disablement,

iv.

retirement, or

the expiration of any temporary contract of employment.

5.	Each Participant shall comply with any applicable “insider trading” laws and regulations and the Philips’ Rules of Conduct with respect to Inside Information.

Article 6

Capital Dilution

The Supervisory Board may make – but is not under any obligation to do so – equitable adjustment or substitution of the number or kind of Shares subject to the Awards, 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

Dividend Equivalent

The Participant will have no rights to dividends in respect of Shares comprised in an Award prior to the delivery of any such Shares. However, Awards will be adjusted for any payment of dividend by Philips during the Performance Period. Philips is entitled, in its sole discretion, to determine the manner in which the number of Shares comprised in the Award will be increased. These additional Shares will only be delivered to the extent the Award vests.

Article 8

Costs and Taxes

1.	All costs of delivering any Shares under this Plan to a Participant’s Custody Account and any other costs connected with the Shares shall be borne by the Participant.

Article 9

Dividend Payment on Shares

Article 10

Change of Control

In the event of a change of control situation, the Supervisory Board shall have the discretion to accelerate the vesting of Awards, subject to the achievement of the Performance Conditions to the date of completion of the change of control in accordance with the vesting levels, taking into account the principles of reasonableness and fairness and, unless the Supervisory Board determines otherwise, the part of the Award which vest will be reduced on a time pro-rated basis.

Article 11

General Provisions

The Supervisory Board may in its sole discretion but acting in good faith, resolve to recoup some or all of such incentive compensation -including any benefits derived therefrom- in all appropriate cases (taking into account all relevant factors, including whether the assertion of a recoupment claim may in its opinion prejudice the interests of Philips and its group companies in any related proceeding or investigation), granted to an individual under these terms and conditions, if:

equity-based incentive compensation under these terms and conditions has been granted and/or has vested on the basis of incorrect financial or other data; or

either directly or indirectly in that Award vesting (or being capable of vesting) to a greater degree than would have been the case had that error not been made; or

that individual was involved in, or directly or indirectly responsible for a serious violation of the Philips General Business Principles or applicable law; or

the Employing Company or the business unit in which the relevant individual works/worked, or for which he was responsible, suffered a material failure of risk management, or

By accepting an Award under these terms and conditions, the individual concerned agrees to fully co-operate with Philips and the Employing Company in order to give effect to this article.

Nothing contained in this Plan or in any Award made or agreement entered into pursuant hereto shall confer upon any Participant any right to be retained in employment/assignment with any Employing Company, or to be entitled to any remuneration or benefits not set forth in this Plan or interfere with or limit in any way with the right of any Employing Company to terminate such Participant’s employment/assignment or to discharge or retire a Participant at any time.

6.	If a provision of this Plan is deemed illegal or invalid, the illegality or invalidity shall not affect the remaining parts of this Plan, this Plan shall be construed as if the illegal or invalid provisions had not been included in this Plan.

7.	Where the context requires, words in either gender shall include also the other gender.

8.	The English version of this Plan is leading. If there is a discrepancy between the contents of a translation and the English version of this Plan, the English version of this Plan prevails.

9.	After approval of this Plan by the Shareholders Meeting, the Plan will take effect as per January 1, 2013.

10.	This Plan shall be governed by and construed in accordance with the laws of The Netherlands, without regard to its principles of conflict of laws.

• • • • •

EX-4.4 4 d492278dex44.htm EX-4.4 EX-4.4

Exhibit 4.4

Global Philips Performance Share Plan

For the Executive Committee (excluding the Board of Management)

TERMS AND CONDITIONS

GLOBAL PHILIPS PERFORMANCE SHARE PLAN

Article 1

Definitions

In this Global Philips Performance Share Plan the following definitions shall apply:


1. Award	:	the conditional right granted to eligible individuals to receive Shares, subject to (i) the achievement of Performance Conditions, and (ii) the terms and conditions of this Plan.

2. Business Day	:	any day on which Euronext Amsterdam N.V. (or its successor) is open for business.

3. Custody Account	:	a custody account maintained in the name of a Participant other than a Nominee Account.

4. Date of Grant	:	the date at which an Award is granted pursuant to this Plan. The Dates of Grant of any Awards shall be the fourth Business Day after the day of publication of the Philips’ annual and/or quarterly results.

5. Earnings	:	earnings from continued operations attributable to shareholders adjusted for changes in accounting principles/policies during the Performance Period as well as any further adjustments made in accordance with Article 2.

6. Employing Company	:	any company within the Philips group of companies and such other company as Philips may from time to time designate or approve.

7. EPS Growth	:	the growth of Earnings per Share over the Performance Period calculated applying the simple point-to-point method at year-end, based on the number of Shares outstanding (after deduction of Shares held in treasury) on the day prior to the start of the Performance Period.

8. Nominee Account	:	a custody account maintained in the name of a Participant established by an administrator designated by Philips.

9. Participant	:	an individual who has accepted any Awards under this Plan.



10. Performance Conditions	:	Relative TSR for 50% and EPS Growth for 50%; the targets for EPS Growth for each Award will be determined by the Supervisory Board.

11. Performance Period	:	the three (3) years starting on the first day of Philips’ financial year in which the relevant Award was granted.

12. Philips	:	Koninklijke Philips Electronics N.V.

13. Philips Peer Group	:	the peer group of companies as determined by the Shareholders Meeting excluding Philips to permit interpolation and adjusted in accordance with Article 2 from time to time.

14. Plan	:	this Global Philips Performance Share Plan.

15. Relative TSR	:	relative total shareholder return of Philips compared to the Philips Peer Group measured over the Performance Period.

16. Share	:	a common share of Philips.

17. Shareholders Meeting	:	the shareholders meeting of Philips.

18. Supervisory Board	:	the supervisory board of Philips.

19. Vesting Date	:	the third anniversary of the Date of Grant of an Award.

Article 2

Grant, Performance Conditions and Vesting of Awards

3.	Subject to the provisions of Article 2.2 and 2.4 an Award will vest based on two equally weighted Performance Conditions:

50% of an Award will vest 0% - 200% depending on Relative TSR. The vesting levels for Relative TSR are outlined in the table below:


TSR Philips	³21 - ³14			³13 - ³12			³11			³10			³9			³8			³7			³6 - ³1
Vesting		0	%		60	%		100	%		120	%		140	%		160	%		180	%		200	%

50% of an Award will vest 0% - 200% depending on EPS Growth. The vesting levels for EPS Growth are outlined in the table below:


Adjusted EPS Growth	Below Minimum			Minimum			Target			Maximum
Vesting		0	%		40	%		100	%		200	%

4.	The Supervisory Board shall have the discretionary authority to determine:

whether any unforeseen circumstances justify an adjustment of the vesting levels of the Performance Conditions considering circumstances that were not foreseen at the Date of Grant, and

to what extent and how any determination(s) made under a, b and c shall impact (the achievement of) the Performance Conditions of the relevant Award.

Article 3

Termination of Employment

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 or

(ii)

legal incapacity,

3.	Subject to Article 3.4, 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)

disablement,

(ii)

retirement or

(iii)

the expiration of any temporary contract of employment,

such Participant shall remain entitled to any Awards granted to such Participant nine (9) months or more prior to the date of such termination subject to the terms and conditions of this Plan.

Article 4

Non-transferability

Article 5

Delivery and Holding of Shares

1.	Philips may require a Participant to maintain a Nominee Account in connection with this Plan. Nothing contained in this Plan shall obligate Philips to establish or maintain or cause to establish or maintain a Nominee Account for any Participant.

3.	Any Shares to be delivered pursuant to Article 5.2 will be credited to the Nominee Account.

(a)

one hundred and eighty (180) days of the date of such termination, or

(b)

five (5) years from the date of such termination in case of the termination of such Participant’s employment with an Employing Company for reasons of:

death,

ii.

legal incapacity,

iii.

disablement,

iv.

retirement, or

the expiration of any temporary contract of employment.

5.	Each Participant shall comply with any applicable “insider trading” laws and regulations and the Philips’ Rules of Conduct with respect to Inside Information.

Article 6

Capital Dilution

Article 7

Dividend Equivalent

Article 8

Costs and Taxes

1.	All costs of delivering any Shares under this Plan to a Participant’s Custody Account and any other costs connected with the Shares shall be borne by the Participant.

Article 9

Dividend Payment on Shares

Article 10

Change of Control

Article 11

General Provisions

equity-based incentive compensation under these terms and conditions has been granted and/or has vested on the basis of incorrect financial or other data; or

that individual was involved in, or directly or indirectly responsible for a serious violation of the Philips General Business Principles or applicable law; or

the Employing Company or the business unit in which the relevant individual works/worked, or for which he was responsible, suffered a material failure of risk management, or

By accepting an Award under these terms and conditions, the individual concerned agrees to fully co-operate with Philips and the Employing Company in order to give effect to this article.

6.	If a provision of this Plan is deemed illegal or invalid, the illegality or invalidity shall not affect the remaining parts of this Plan, this Plan shall be construed as if the illegal or invalid provisions had not been included in this Plan.

7.	Where the context requires, words in either gender shall include also the other gender.

8.	The English version of this Plan is leading. If there is a discrepancy between the contents of a translation and the English version of this Plan, the English version of this Plan prevails.

9.	After approval of the Long-Term Incentive Plan (consisting of a Global Philips Performance Share Plan) for the Board of Management by the Shareholders Meeting, this Plan will take effect as per January 1, 2013.

10.	This Plan shall be governed by and construed in accordance with the laws of The Netherlands, without regard to its principles of conflict of laws.

• • • • •

EX-23.1 5 d492278dex231.htm EX-23.1 EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

To:	the Supervisory Board of Koninklijke Philips Electronics N.V.

We consent to the use of our reports dated February 25, 2013, with respect to the consolidated balance sheets of Koninklijke Philips Electronics N.V. and subsidiaries as of December 31, 2012 and 2011, and the related consolidated statements of income, comprehensive income, cash flows and changes in equity for each of the years in the three-year period ended December 31, 2012, and the effectiveness of internal control over financial reporting as of December 31, 2012, incorporated herein by reference.

/s/ KPMG Accountants N.V.

Amsterdam, the Netherlands

February 25, 2013

EX-23.2 6 d492278dex232.htm EX-23.2 EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm


To:		the Supervisory Board of Koninklijke Philips Electronics N.V. and the Stock Purchase Plan Committee of Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan

We consent to the use of our report dated October 25, 2012, with respect to the statements of financial condition of the Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan as of July 31, 2012 and 2011, and the related statements of income (loss) and changes in plan equity for each of the years in the three-year period ended July 31, 2012, incorporated herein by reference, which report appears in the July 31, 2012 annual report on Form 11-K of the Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan.

/s/ KPMG LLP

Boston, Massachusetts

February 25, 2013