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Form 20-F KONINKLIJKE PHILIPS NV For: Dec 31

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February 23, 2021 3:45 PM EST

Exhibit 12 (a)

Certification

I, F.A. van Houten, certify that:

1. I have reviewed this Annual Report on Form 20-F of Koninklijke Philips N.V., a company incorporated under the laws of The Netherlands;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the Annual Report that has materially affected or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5 The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 23, 2021




  /s/F.A. van Houten
  Name: F.A. van Houten
  Title: Chief Executive Officer,
  Chairman of the Board of Management and the Executive Committee
   

Exhibit 12 (b)

Certification

I, A. Bhattacharya, certify that:

1. I have reviewed this Annual Report on Form 20-F of Koninklijke Philips N.V., a company incorporated under the laws of The Netherlands;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the Annual Report that has materially affected or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 23, 2021





  /s/A. Bhattacharya
  Name: A. Bhattacharya
  Title: Chief Financial Officer,
  Member of the Board of Management and the Executive Committee
   

Exhibit 13 (a)

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Koninklijke Philips N.V., a company incorporated under the laws of The Netherlands (the “Company”), hereby certifies, to such officer’s knowledge, that:

The Annual Report on Form 20-F for the year ended December 31, 2020 (the “Report”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 23, 2021




  /s/F.A. van Houten
  Name: F.A. van Houten
  Title: Chief Executive Officer,
  Chairman of the Board of Management and the Executive Committee
   

The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Report or as a separate disclosure document.

Exhibit 13 (b)

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Koninklijke Philips N.V., a company incorporated under the laws of The Netherlands (the “Company”), hereby certifies, to such officer’s knowledge, that:

The Annual Report on Form 20-F for the year ended December 31, 2020 (the “Report”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 23, 2021




  /s/A. Bhattacharya
  Name: A. Bhattacharya
  Title: Chief Financial Officer,
  Member of the Board of Management and the Executive Committee
   

The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Report or as a separate disclosure document.​

Exhibit 15 (a)

Consent of Independent Registered Public Accounting Firm


We consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 333-140784, 333-151797, 333-157477, 333-165017, 333-172329, 333-179692, 333-186849) of Koninklijke Philips N.V. of our reports dated February 23, 2021, with respect to the consolidated financial statements of Koninklijke Philips N.V. and the effectiveness of internal control over financial reporting of Koninklijke Philips N.V. included in this Annual Report (Form 20-F) of Koninklijke Philips N.V. for the year ended December 31, 2020.

/s/ Ernst & Young Accountants LLP

Amsterdam, the Netherlands
February 23, 2021

Exhibit 4 (d)

Global Philips Performance Share Plan -  For the Board of Management

TERMS AND CONDITIONS

OF

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 the 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. 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 or such other date as determined by Philips.
4. 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.
5.  Employing Company : any company within the Philips group of companies and such other company as Philips may from time to time designate or approve.
6. 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, subject to certain adjustments. 
7. Nominee Account : an account maintained in the name of a Participant established by an administrator designated by Philips.
8. Participant : an individual who has accepted any Awards under this Plan.
9. Performance Conditions : Relative TSR for 50%, EPS Growth for 40% and Sustainability Objectives for 10%; the targets for EPS Growth and Sustainability Objectives for each Award as determined by the Supervisory Board.
10. Performance Period : the three (3) years starting on the first day of Philips’ financial year in which the relevant Award was granted.
11. Philips : Koninklijke Philips N.V.
12. TSR Performance Peer Group : the peer group of companies as determined in the 2020 Long Term Incentive Plan approved by the Shareholders Meeting and adjusted in accordance with Article 2 from time to time. 
13. Plan : this Global Philips Performance Share Plan.
14. Relative TSR  : relative total shareholder return of Philips compared to the TSR Performance Peer Group measured over the Performance Period. 
15. Share : a common share of Philips.
16. Shareholders Meeting  : the general meeting of shareholders of Philips.
17. Supervisory Board : the supervisory board of Philips.
18. Sustainability Objectives : criteria based on three Sustainable Development Goals (SDGs) as defined by the United Nations that are included in Philips’ strategy on sustainability (no. 3, 12 and 13) translated in a total of five underlying objectives.
19. Vesting Date : the third anniversary of the Date of Grant of an Award or such other date as determined by Philips.
 

Article 2

Grant, Performance Conditions and Vesting of Awards

1.

 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 beginning of each Performance Period, the Supervisory Board in its sole discretion will determine the EPS Growth targets and the target ranges for the Sustainability Objectives.
3. At the end of each Performance Period, the Supervisory Board will determine in its sole discretion the extent to which each of the Performance Conditions has been achieved and will calculate the number of Shares (if any) that will vest for the relevant Performance 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 of article 2: 135 sub 2 of the Dutch Civil Code shall apply. Any such determination shall be conclusive and binding.
4.

Subject to the provisions of Article 2.3 and 2.5 an Award will vest based on three Performance Conditions:

a. 50% of an Award will vest 0% - 200% depending on Relative TSR. The vesting levels for Relative TSR are outlined in the table below, which results in zero vesting for performance below the 40th percentile and 200% vesting for performance levels above the 75th percentile:
Rank TSR Philips 20 - 14 13 12 11 10 9 8 7 6 5-1
Vesting % 0 60 80 90 100 120 140 160 180 200
   
  b. 40% of an Award will vest 0% - 200% depending on EPS Growth. The vesting levels for EPS Growth are outlined in the table below:
EPS Growth Below Minimum Minimum Target Maximum
Vesting % 0% 40% 100% 200%
   
  c. 10% of an Award will vest 0% - 200% depending on the realisation of Sustainability Objectives. The vesting levels for the Sustainability Objectives are outlined in the table below:
No. of measures achieved within or above target zone 1 2 3 4 5
Vesting % 0 0 50% - 100% 100% - 150% 150% - 200%
   
5.

The Supervisory Board shall have the discretionary authority to determine:

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

b. The adjustments to be made for changes in accounting principles/policies and/or whether any further adjustments to account for events that were not planned when targets were set or were outside management’s control (e.g. impairments, restructuring activities, pension items, M&A transactions and costs, currency fluctuations) should be made and the number of Shares outstanding used for the calculation of EPS Growth;

c. The overall performance on all Sustainability Objectives targets and decide on the final vesting levels, taking into account events that were not planned when targets were set or were outside management’s control (e.g. M&A, portfolio changes). When it is not possible to determine the level of certain adjustments, the Supervisory Board may decide to adjust the targets instead of the performance;

d. 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

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

Article 3

Termination of Assignment

1. Except as otherwise provided in this Article 3, in case a Participant is no longer assigned by any Employing Company as a result of the termination of such Participant’s 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 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 assigned by any Employing Company as a result of the termination of such Participant’s assignment 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 assigned by any Employing Company as a result of the termination of such Participant’s assignment with an Employing Company for reasons of:

(i) Disablement, or

(ii) Retirement, or 

(iii) The expiration of agreement of assignment (“overeenkomst van opdracht”), or

(iv) Any other reason the Supervisory Board determines in its sole discretion,

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 assignment shall be deemed terminated as a result of “retirement” if such Participant’s 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.
4.

In case – in the reasonable opinion of Philips – a Participant 

a. Breaches the non-competition obligations, or

b. Within one year from the date of termination, directly or indirectly on his own behalf or in the service or on behalf of others, solicits or attempts to solicit, divert or hire away any person employed by Philips or any Employing Company or any customer of Philips or any Employing Company, or

c. Disparages the Employing Company or the Employing Company's officers, directors or employees, in any manner likely to be harmful to any of them or their business, business reputation or personal reputation; provided that the Participant may respond fully and accurately to any questions, inquiry or request for information when required by legal process,

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

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 or otherwise on the basis of any Awards, such as hedging his Awards exposure 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 personal brokerage 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.
2. 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 or a personal brokerage account.
4.

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 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) Three (3) years and one hundred and eighty (180) days from the date of such termination in case of the termination of such Participant’s assignment with an Employing Company for reasons of:

i. Death, or

ii. Legal incapacity, or

iii. Disablement, or

iv. Retirement, or

v. The expiration of any agreement of assignment. 

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 Philips reserves the right to sell the Shares on behalf of the Participant and Philips is herewith irrevocably authorized to such sale or to request the administrator to collect the cost of the Participant’s Nominee Account from 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

Significant Corporate Events

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 can be adjusted for any payment of dividend by Philips between the Date of Grant and the Vesting Date. Philips is entitled, in its sole discretion, to determine whether and 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 Nominee 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 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.
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 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).
4. Philips shall not be required to deliver any Shares and Philips may delay (or cause to be delayed) the transfer of any Shares to a Nominee Account or a personal brokerage 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.
5.  Philips is herewith irrevocably authorized 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 or decide to pay a cash amount equal to the estimated Taxes due and credit the net Shares to the Nominee Account.

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, 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

1. Philips shall have the authority to: i) interpret this Plan, ii) establish, amend, and rescind any terms and conditions of this Plan – also including the provisions of Article 2 – 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. 
2.

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: 

a. 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

b. 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

c. 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 7:408, 7:677 or 7:686 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 

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

e. 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

f. 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.
3. 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. 
4. 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, company pension or savings plan.
5. 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 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 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, 2020.
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.
....

Exhibit 8

List of subsidiaries

The following is a list of the Company’s subsidiaries (except for certain subsidiaries that, in the aggregate, would not be a “significant subsidiary” as defined in rule 1-02 (w) of Regulations S-X as of 31 December 2020). Unless otherwise stated, the Company holds directly or indirectly 100% of the subsidiaries listed below, as of December 31, 2020.

  Philips company Country
  Philips Argentina Sociedad Anónima Argentina
  Philips Domestic Appliances Argentina S.A. Argentina
  Australian Pharmacy Sleep Services Pty. Ltd Australia
  Discus Dental Australia Pty. Limited Australia
  Philips Domestic Appliances Australia Pty Ltd Australia
  Philips Electronics Australia Limited Australia
  Philips Saeco Australia Pty. Limited Australia
  RDT Pty Ltd. Australia
  Saeco South Australia Pty. Ltd. (60%) Australia
  SPNC Australia PTY LTD Australia
  Philips Austria GmbH Austria
  Philips Domestic Appliances Austria GmbH Austria
  Spectranetics Austria GmbH Austria
  Philips Electronics Bangladesh Private Limited Bangladesh
  Foreign consulting-trade unitary enterprise “Philips-Belorussia” of company Philips’ Radio B.V. Belarus
  Philips Belgium Commercial NV Belgium
  Philips Domestic Appliances Belgium NV Belgium
  Volcano Europe Belgium
  Philips Clinical Informatics - Sistemas de Informação Ltda. Brazil
  Philips do Brasil Ltda. Brazil
  Philips Domestic Appliances do Brasil – Indústria e Comércio de Eletrodomésticos Ltda. Brazil
  Philips Medical Systems Ltda. Brazil
  Philips Bulgaria EOOD Bulgaria
  Philips Domestic Appliances Bulgaria EOOD Bulgaria
  Blue Willow Systems Canada Inc. Canada
  Forcare Canada Inc. Canada
  Latin-American Holdings Corporation Canada
  Philips Domestic Appliances Canada, Inc. Canada
  Philips Electronics Ltd Canada
  Philips Innovative Imaging Technologies ULC Canada
  Philips Overseas Holdings Corporation Canada
  Philips Trans-America Holdings Corporation Canada
  Inmobiliaria Philips Chilena Limitada Chile
  Philips Chilena S.A. Chile
  Philips Domestic Appliances Chile S.A. Chile
  Philips (China) Investment Company, Ltd. China
  Philips (Jiaxing) Health and Technology Co., Ltd. China
  Philips Domestic Appliances (China) Investment Co., Ltd. China
  Philips Domestic Appliances and Personal Care Company of Zhuhai SEZ, Ltd. China
  Philips Electronics (Shenzhen) Co., Ltd. China
  Philips Electronics Trading & Services (Shanghai) Co. Ltd China
  Philips Enterprise Service (Suzhou) Co., Ltd. China
  Philips Goldway (Shenzhen) Industrial Inc. China
  Philips Healthcare (Suzhou) Co., Ltd. China
  Philips Ultrasound (Shanghai) Co., Ltd. China
  Respironics Medical Products (Shenzhen) Ltd. China
  Philips Colombiana S.A.S. Colombia
  Philips de Costa Rica S.R.L. Costa Rica
  Philips d.o.o. Croatia
  Philips Domestic Appliances Croatia d.o.o. Croatia
  Philips Ceská republika s.r.o. Czech Republic
  Philips Domestic Appliances Česká republika s.r.o. Czech Republic
  Agito Medical A/S Denmark
  Philips Danmark A/S Denmark
  Spectranetics Denmark ApS Denmark
  Philips Dominicana S.R.L. Dominican Republic
  Philips Egypt (Limited Liability Company) Egypt
  Philips Egypt Investment Company Egypt
  Philips Oy Finland
  Acerde SAS France
  Agito Medical SARL France
  Emergences Medicales et Technologies (70%) France
  Philips Domestic Appliances France France
  Philips France Commercial SAS France
  Philips Santé@Domicile France
  Spectranetics France SARL France
  Forcare GmbH Germany
  Philips Domestic Appliances Germany GmbH Germany
  Philips GmbH Germany
  Philips Medical Systems DMC GmbH Germany
  Philips Medizin Systeme Böblingen GmbH Germany
  Philips Medizin Systeme Hofheim-Wallau GmbH Germany
  Philips SC Unterstützungskasse GmbH Germany
  PIP Deutschland GmbH & Co. KG Germany
  PIP Verwaltungsgesellschaft mbH Germany
  Respironics Deutschland GmbH & Co. KG Germany
  Respironics Deutschland Verwaltungsgesellschaft mbH Germany
  Spectranetics Deutschland GmbH Germany
  TOMTEC Imaging Systems GmbH Germany
  Philips Ghana Limited Ghana
  Philips Hellas Domestic Appliances Single Member S.A. Greece
  Philips Hellas Single Member Commercial and Industrial Societe Anonyme of Electrotechnical Products and Medical Systems Greece
  Philips Domestic Appliances Hong Kong Ltd. Hong Kong
  Philips Electronics Hong Kong Limited Hong Kong
  Philips Optical Video Hong Kong Limited Hong Kong
  Respironics (HK) Ltd. Hong Kong
  Philips Domestic Appliances Hungary Kft. Hungary
  Philips Magyarország Kereskedelmi Kft. Hungary
  Philips Domestic Appliances India Limited (96.13%) India
  Philips Global Business Services LLP India
  Philips Home Care Services India Private Limited (96.13%) India
  Philips India Limited (96.13%) India
  Philips VitalHealth Software India Private Limited India
  Preethi Kitchen Appliances Private Limited (96.13%) India
  P.T. Philips Industries Batam Indonesia
  PT Philips Domestic Appliances Indonesia Commercial (67%) Indonesia
  PT Philips Indonesia Commercial Indonesia
  Larestine Ireland Ltd. Ireland
  Philips Accounting Services Limited Ireland
  Philips Electronics Ireland Limited Ireland
  Philips Radio Communication Systems Ireland Limited Ireland
  Respironics (Ireland) Limited Ireland
  Saeco IPR Limited Ireland
  Saeco Strategic Services Limited Ireland
  Silicon B203 Limited Ireland
  Tineney Ireland Ltd. Ireland
  Western Biomedical Technologies Limited Ireland
  Algotec Systems Ltd. Israel
  EPD Research Ltd Israel
  Philips Electronics (Israel) Ltd Israel
  Philips Medical Systems Technologies Ltd. Israel
  Sync-Rx Ltd. Israel
  Volcano Israel Holdings Ltd. Israel
  Gaggia S.p.A. Italy
  Philips Domestic Appliances Italy S.r.l. Italy
  Philips Espresso Industries S.r.l. Italy
  Philips Innovations S.p.A. Italy
  Philips Societa per Azioni Italy
  Philips Japan, Ltd. Japan
  Philips Kazakhstan LLP Kazakhstan
  Philips East Africa Limited Kenya
  Philips Domestic Appliances Korea Ltd. Korea, Republic of
  Philips Korea Ltd. Korea, Republic of
  Philips Baltic SIA Latvia
  SIA Philips Domestic Appliances Baltics Latvia
  Philips Lighting Maseru Pty. Ltd. Lesotho
  Philips Luxembourg S.A. Luxembourg
  Philips Domestic Appliances Malaysia Sdn. Bhd. Malaysia
  Philips Malaysia Sdn. Berhad Malaysia
  Philips México Commercial, S.A. de C.V. Mexico
  Philips North Africa SARL Morocco
  Philips Myanmar Company Limited Myanmar
  DAP B.V. Netherlands
  Discus Dental Europe B.V. Netherlands
  EPD Medco B.V. Netherlands
  Forcare Holding B.V. Netherlands
  Forcare International B.V. Netherlands
  Matevu Import Export B.V. Netherlands
  Metaaldraadlampenfabriek "Volt" B.V. Netherlands
  NightBalance B.V. Netherlands
  NightBalance Holding B.V. Netherlands
  Philips Canada Holding B.V. Netherlands
  Philips Capital N.V. Netherlands
  Philips Components B.V. Netherlands
  Philips Consumer Lifestyle B.V. Netherlands
  Philips Consumer Lifestyle International B.V. Netherlands
  Philips DAP Zhuhai Holding B.V. Netherlands
  Philips Domestic Appliances Export B.V. Netherlands
  Philips Domestic Appliances Holding B.V. Netherlands
  Philips Domestic Appliances Nederland B.V. Netherlands
  Philips Electronics China B.V. Netherlands
  Philips Electronics Middle East & Africa B.V. Netherlands
  Philips Electronics Nederland B.V. Netherlands
  Philips Electronics Technology Shanghai Holding B.V. Netherlands
  Philips Export B.V. Netherlands
  Philips Imaging Systems China Holding B.V. Netherlands
  Philips International B.V. Netherlands
  Philips IP Ventures B.V. Netherlands
  Philips Medical Systems International B.V. Netherlands
  Philips Medical Systems Nederland B.V. Netherlands
  Philips Nederland B.V. Netherlands
  Philips Participations B.V. Netherlands
  Philips Patient Monitoring Systems China Holding B.V. Netherlands
  Philips' Radio B.V. Netherlands
  Philips Real Estate Investment Management B.V. Netherlands
  Philips USA Export Holding B.V. Netherlands
  Philips Venture Capital Fund B.V. Netherlands
  Philips Warehouse & Services B.V. Netherlands
  SCIL-Nanoimprint B.V. Netherlands
  Spectranetics II B.V. Netherlands
  Spectranetics International B.V. Netherlands
  Van der Heem B.V. Netherlands
  VitalHealth Software B.V. Netherlands
  VitalHealth Software Holding B.V. Netherlands
  Philips New Zealand Commercial Limited New Zealand
  Philips Domestic Appliances Norway AS Norway
  Philips Norge AS Norway
  Philips Caribbean Panamá, Inc. Panama
  Philips SEM S.A. Panama
  Philips del Paraguay S.A. Paraguay
  Philips Peruana S.A. Peru
  Philips Domestic Appliances Support Philippines, Inc. Philippines
  Philips Philippines, Inc. Philippines
  RCM Manufacturing Philippines
  Philips Domestic Appliances Polska Sp. z o.o. Poland
  Philips Polska Sp.z.o.o. Poland
  Respiromix sp. z o.o. Poland
  Philips Portuguesa, S.A. Portugal
  Philips Medical Systems Puerto Rico, Inc. Puerto Rico
  Philips Domestic Appliances Romania S.R.L. Romania
  Philips Orastie S.r.l. Romania
  Philips Romania S.R.L. Romania
  Limited Liability Company "PHILIPS" Russia
  LLC Philips Innovation Labs RUS Russia
  Philips Domestic Appliances LLC Russia
  Philips Healthcare Saudi Arabia Limited (50%) Saudi Arabia
  Philips Solutions Saudi Arabia Trading LLC Saudi Arabia
  Philips doo Beograd Serbia
  Philips Domestic Appliances Singapore Pte. Ltd. Singapore
  Philips Electronics Singapore Pte Ltd Singapore
  Philips Slovenija trgovina, d.o.o. Slovenia
  Philips Africa (Proprietary) Limited South Africa
  Philips Domestic Appliances South Africa Commercial (Pty) Limited South Africa
  Philips South Africa Commercial (Proprietary) Ltd. (89%) South Africa
  Volcano Therapeutics South Africa Pty Ltd South Africa
  Agito Medical Spain SL. Spain
  Philips Domestic Appliances Spain S.L. Spain
  Philips Ibérica, S.A.U. Spain
  Philips Lanka Solutions (Private) Limited Sri Lanka
  Philips Aktiebolag Sweden
  Philips Digital Mammography Sweden AB Sweden
  Philips Domestic Appliances Sweden AB Sweden
  Imel AG Switzerland
  Philips AG Switzerland
  Philips Domestic Appliances Switzerland AG Switzerland
  Spectranetics Switzerland GmbH Switzerland
  Philips Domestic Appliances Taiwan Ltd. Taiwan
  Philips Taiwan Ltd. Taiwan
  Philips (Thailand) Ltd. Thailand
  Philips Domestic Appliances (Thailand) Ltd. Thailand
  Philips Ev Aletleri Ticaret A.S. Turkey
  Türk Philips Ticaret Anonim Sirketi Turkey
  Limited Liability Company "Philips Ukraine" Ukraine
  Philips Domestic Appliances Ukraine LLC Ukraine
  Avent Limited United Kingdom
  Forcare Ltd. United Kingdom
  Health & Parenting Ltd. United Kingdom
  Invivo UK Ltd. United Kingdom
  Philips Components Limited United Kingdom
  Philips Consumer Communications UK Limited United Kingdom
  Philips DCP (Belfast) Limited United Kingdom
  Philips Domestic Appliances UK Limited United Kingdom
  Philips Electronics UK Limited United Kingdom
  Philips Healthcare Informatics Limited United Kingdom
  Philips Titan Limited United Kingdom
  Philips Trustee Company Limited United Kingdom
  Philips U.K. Limited United Kingdom
  Pye (Electronic Products) Ltd. United Kingdom
  Pyecam Company Limited United Kingdom
  Remote Diagnostic Technologies Limited United Kingdom
  Respironics (UK) Limited United Kingdom
  Respironics Ltd. United Kingdom
  Respironics Respiratory Drug Delivery (UK) Ltd. United Kingdom
  Respironics UK Holding Company Limited United Kingdom
  370 West Trimble Road LLC United States
  AllParts Medical, LLC United States
  American Color & Chemical, L.L.C. United States
  AngioScore LLC United States
  ATL International LLC United States
  ATL Ultrasound, Inc. United States
  Blue Willow Sytems LLC United States
  CardioProlific, Inc. United States
  Cerebral Data Systems, Inc. (93%) United States
  Crux Biomedical LLC United States
  Discus Dental Canada, LLC United States
  Discus Dental, LLC United States
  Discus Holdings, LLC United States
  Discus International, LLC United States
  Electrical Geodesics, LLC United States
  GeoMedica, Inc. United States
  Intact Vascular, Inc. United States
  Invivo Corporation United States
  Lifeline Systems Company United States
  Lifeline Systems, Inc. United States
  Medumo, Inc. United States
  OBMedical Company United States
  Philips Domestic Appliances North America Corporation United States
  Philips Electronics Realty, LLC United States
  Philips Healthcare Informatics, Inc. United States
  Philips Holding USA Inc. United States
  Philips Image Guided Therapy Corporation United States
  Philips Medical Systems (Cleveland), Inc. United States
  Philips Medical Systems Export, Inc. United States
  Philips Medical Systems MR, Inc. United States
  Philips MPEG Inc. United States
  Philips North America LLC United States
  Philips Oral Healthcare, LLC United States
  Philips Project Management, LLC United States
  Philips RS North America Holding Corporation United States
  Philips RS North America LLC United States
  Philips Semiconductors Inc. United States
  Philips Ultrasound, Inc. United States
  Philips USA Export Corporation United States
  Remote Diagnostic Technologies LLC United States
  Respiratory Technologies, Inc. United States
  Respironics California, LLC United States
  Respironics Colorado, Inc. United States
  Respironics Logistics Services, LLC United States
  Respironics Novametrix, LLC United States
  Spectranetics LLC United States
  TOMTEC CORPORATION United States
  TR Management Company, LLC United States
  U.S. Philips Corporation United States
  VISICU, Inc. United States
  VitalHealth Software Corp. United States
  VitalHealth Software Group Inc. United States
  Volcano Atheromed, Inc. United States
  WellCentive, Inc. United States
  Philips Uruguay S.A. Uruguay
  Industrias Venezolanas Philips, S.A. Venezuela
  Philips Domestic Appliances Vietnam Company Limited Vietnam
  Philips Vietnam Limited Vietnam

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