Management

Philips has established an Executive Committee, which comprises the President/CEO, the CFO, the Sector CEOs and six experienced leaders, allowing functions, businesses and markets to be represented at the highest levels in the Company. The functions, businesses and markets represented are: innovation, strategy, human resources, legal, and global markets, with a dedicated representation for China as a major growth market. Under the chairmanship of the President/CEO, the members of the Executive Committee share powers and responsibilities for the management of the Company, the deployment of its strategy and policies, and the achievement of its objectives and results. Under Dutch Law, Philips Board of Management is accountable for the actions and decisions of the Executive Committee and has ultimate responsibility for the Companys external reporting and is answerable to shareholders of the Company at the Annual General Meeting of Shareholders. Pursuant to the two-tier corporate structure, the Board of Management is accountable for its performance to a separate and independent Supervisory Board.

Disclosure of Securities Transactions

According to the Philips Rules of Conduct on Inside Information, members of the Executive Committee are only allowed to trade in Philips securities (including the exercise of stock options) during windows of ten business days following the publication of annual and quarterly results (provided the person involved has no 'inside information' regarding Philips at that time). Members of the Executive Committee hold shares in Philips for the purpose of long-term investment and will refrain from short-term transactions in Philips securities. Furthermore, the Rules of Procedure of the Board of Management and Executive Committee contain provisions concerning ownership of and transactions in non-Philips securities by members of the Executive Committee. Members of the Executive Committee are prohibited from trading, directly or indirectly, during Blocked Periods - as defined in the Philips Rules of Conduct on Inside Information - in securities in any of the companies belonging to the peer group of multinational electronics / electrical companies as included in the Annual Report. Pursuant to Dutch law, members of the Board of Management of Philips have to notify the Dutch Authority for the Financial Markets (AFM) of any transaction in Philips securities concluded by or on behalf of them. The AFM discloses the notified transactions on its website www.afm.nl.

Disclosure Committee
A Disclosure Committee is in place, which advises the various officers and departments involved, including the CEO and the CFO, on the timely review, publication and filing of periodic and current (financial) reports.

Remuneration
The remuneration of the individual members of the Board of Management is determined by the Supervisory Board on the proposal of the Remuneration Committee of the Supervisory Board, and is consistent with any policy thereon as adopted by the General Meeting of Shareholders. The remuneration policy applicable to the Board of Management has been adopted by the 2004 General Meeting of Shareholders and lastly amended by the 2008 General Meeting of Shareholders. The remuneration structure, including severance pay, is such that it promotes the interests of Philips in the medium and long-term, does not encourage members of the Board of Management to act in their own interests and neglect the interests of Philips, and does not reward failing Board members upon termination of their employment. The level and structure of remuneration shall be determined in the light of factors such as the results, the share price performance and other developments relevant to Philips. In 2003, Philips adopted a Long-Term Incentive Plan consisting of a mix of restricted shares and stock options for members of the Board of Management, the Group Management Committee, Philips Executives and other key employees. This plan was approved by the 2003 General Meeting of Shareholders and lastly amended by the 2009 General Meeting of Shareholders. Future substantial changes to the LTIP applicable to members of the Board of Management will be submitted to the General Meeting of Shareholders. The Remuneration Committee of the Supervisory Board prepares an annual remuneration report. The remuneration report contains an account of the manner in which the remuneration policy has been implemented in the past financial year, as well as an overview of the implementation of the remuneration policy planned by the Supervisory Board for the next years. A full and detailed description of the composition of the remuneration of the individual members of the Board of Management is included in the Report of the Supervisory Board and other parts of the Annual Report.

Supervisory Board

The Supervisory Board supervises the policies of the executive management and the general course of affairs of Philips and advises the executive management thereon. The Supervisory Board, in the two-tier corporate structure under Dutch law, is a separate and independent body from the Board of Management. That independent character is also reflected in the requirement that members of the Supervisory Board can neither be a member of the Board of Management, member of the Executive Committee nor an employee of the Company. The Supervisory Board, acting in the interests of Philips and taking into account the relevant interest of Philips stakeholders, supervises and advises the Board of Management and the Executive Committee in performing its management tasks and setting the direction of the Groups business, including (i) achievement of the Companys objectives, (ii) corporate strategy and the risks inherent in the business activities, (iii) the structure and operation of the internal risk management and control systems, (iv) the financial reporting process, and (v) compliance with legislation and regulations. Major management decisions and Philips strategy are discussed with and approved by the Supervisory Board. In its report, the Supervisory Board describes its activities in the financial year, the number of committee meetings and the main items discussed.

(Re)appointment Scheme
Members of the Supervisory Board are appointed for a fixed term of four years. Members may be re-elected twice. Name Date of initial Appointment April 1, 2003 April 1, 2003 July 1, 2004 October 1, 2005 March 29, 2007 March 27, 2009 July 1, 2009 March 31, 2011 Date of (last) Reappointment March 31, 2011 March 31, 2011 March 27, 2008 March 27, 2009 March 31, 2011 End of Term

J.M. Thompson C.J.A. van Lede E. Kist J.J. Schiro H. von Prondzynski C.A. Poon J. van der Veer J. Tai

2015 2015 2012 2013 2015 2013 2013 2015

(Re)appointment Scheme Supervisory Board

Shareholder Meetings
Information regarding Annual Meeting 2012
Information regarding the General Meeting of Shareholders of Royal Philips Electronics to be held at the Hotel Okura Amsterdam, Ferdinand Bolstraat 333, Amsterdam on Thursday, April 26, 2012, beginning at 14.00 hours. For the General Meeting of Shareholders a record date (being March 29, 2012) will apply: those persons who on March 29, 2012 hold shares in Royal Philips Electronics and are registered as such in one of the registers designated by the Board of Management will be entitled to participate and vote at the meeting provided they have registered for the meeting. Shareholders are entitled to ask questions at the meeting related to items on the agenda. To enhance the efficiency at the meeting, shareholders that will be present or represented at the AGM are invited to send these questions prior to the meeting, preferably no later than April 20, 2012, to agm@philips.com or to Royal Philips Electronics, Corporate Legal Department, Breitner Center HBT 16, Amstelplein 2, 1096 BC Amsterdam, the Netherlands. These questions will fall within the order of the meeting. On March 29, 2012, the total number of shares Royal Philips Electronics outstanding is 1,008,975,445 ordinary shares. Considering the number of shares held in treasury (to which shares no voting rights are attached) the number of voting rights is 916,177,157. The meeting will be webcast live and in full.