KONINKLIJKE PHILIPS N.V.

€10,000,000,000

EURO MEDIUM TERM NOTE PROGRAMME

CLIFFORD CHANCE LLP

EXECUTION VERSION

AMENDED AND RESTATED

AGENCY AGREEMENT

CONTENTS

Clause

Page

  • 1. Interpretation ..................................................................................................................... 2

  • 2. Appointment of the Paying Agents ................................................................................... 4

  • 3. The Notes .......................................................................................................................... 5

  • 4. Issue of Notes .................................................................................................................... 5

  • 5. Replacement Notes ............................................................................................................ 8

  • 6. Payments to the Principal Paying Agent ......................................................................... 10

  • 7. Payments ......................................................................................................................... 11

  • 8. Miscellaneous Duties of the Principal Paying Agent and the Paying Agents ................. 14

  • 9. Appointment and Duties of the Calculation Agent ......................................................... 18

  • 10. Fees and Expenses ........................................................................................................... 19

  • 11. Taxes and Stamp Duties .................................................................................................. 20

  • 12. Terms of Appointment .................................................................................................... 22

  • 13. Termination of Appointment ........................................................................................... 24

  • 14. Notices ............................................................................................................................. 26

  • 15. Governing Law and Jurisdiction ..................................................................................... 27

  • 16. Modification .................................................................................................................... 28

  • 17. Counterparts .................................................................................................................... 29

Schedule 1 Duties under the Issuer-ICSDs Agreement ........................................................... 30

Schedule 2 The Specified Offices of the Paying Agents ......................................................... 31

Schedule 3 Form of Put Option Notice .................................................................................... 32

Signatures ................................................................................................................................. 34

10278798821-v5

THIS AGENCY AGREEMENT is made on 8 March 2024.

BETWEEN

  • (1) KONINKLIJKE PHILIPS N.V. (the "Issuer");

  • (2) CITIBANK, N.A., LONDON BRANCH in its capacity as principal paying agent (the "Principal Paying Agent", which expression shall include any successor to Citibank, N.A., London Branch in its capacity as such);

  • (3) CITIBANK, N.A., LONDON BRANCH in its capacity as paying agent (the "Paying

    Agents", which expression shall include the Principal Paying Agent and any substitute or additional paying agents appointed in accordance herewith); and

  • (4) CITICORP TRUSTEE COMPANY LIMITED in its capacity as trustee acting pursuant to and with the benefit of the protections set out in the Trust Deed for the holders of the Notes from time to time (the "Trustee", which expression includes, where the context admits, all persons for the time being the trustee or trustees of the Trust Deed).

WHEREAS

  • (A) The Issuer has established a €10,000,000,000 euro medium term note programme (the "Programme") for the issue of the notes (the "Notes") in connection with which the Issuer has entered into an amended and restated dealer agreement dated 8 March 2024 (the "Dealer Agreement", which expression shall include any amendments or supplements thereto or amendments and restatements thereof) made between the Issuer and the financial institutions specified therein as dealers (the "Dealers", which expression shall include any substitute or additional dealers appointed in accordance with the Dealer Agreement).

  • (B) The Notes are constituted by a trust deed dated 9 March 2020, and as most recently amended and restated on 8 March 2024 (the "Trust Deed", which expression shall include any amendments or supplements thereof or amendments and restatements thereof) made between the Issuer and the Trustee.

  • (C) The Issuer has made applications to the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF") for Notes issued under the Programme to be admitted to listing on the official list of the Luxembourg Stock Exchange and to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the regulated market of the Luxembourg Stock Exchange.

  • (D) Notes issued under the Programme may be issued pursuant to the Base Prospectus (as defined below) and the relevant Final Terms (as defined below) describing the final terms of the particular Tranche of Notes.

  • (E) The Issuer entered into an agency agreement dated 9 March 2020, as most recently amended and restated on 8 March 2022, in connection with the Programme with the paying agents named therein (the "Original Agency Agreement"). The parties hereto have agreed to make certain modifications to the Original Agency Agreement.

  • (F) This Agreement amends and restates the Original Agency Agreement as between the parties hereto. Any Notes issued under the Programme on or after the date of this Agreement shall be issued pursuant to this Agreement. The amendments contemplated by this Agreement do not affect any Notes issued under the Programme prior to the date of this Agreement. The Original Agency Agreement applies to Notes issued after 9 March 2022, save that this Agreement will apply to Notes issued after the date hereof.

  • (G) The parties hereto wish to record the arrangements agreed between them in relation to payments to be made under the Notes.

IT IS AGREED as follows:

1.

INTERPRETATION

1.1

In this Agreement, any reference to:

"Agents" means the Paying Agents and any Calculation Agent (as defined in the Conditions) and "Agent" means any one of the Agents;

"Applicable Law" means any law or regulation including, but not limited to: (a) any domestic or foreign statute or regulation; (b) any rule or practice of any Authority with which any Agent is bound or accustomed to comply; and (c) any agreement entered into by any Agent and any Authority or between any two or more Authorities;

"Authority" means any competent regulatory, prosecuting, Tax or governmental authority in any jurisdiction, domestic or foreign;

"Base Prospectus" means the base prospectus prepared by the Issuer in connection with the initial application for the Notes to be admitted to listing on the official list and to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the regulated market of the Luxembourg Stock Exchange and any further base prospectus prepared in connection with the admission to listing and trading of any Notes on any other Stock Exchange, together with any information incorporated therein by reference, as the same may be amended, supplemented, updated and/or substituted from time to time;

"Business Day" is to a day (other than Saturdays and Sundays) on which commercial banks are open for business in London;

"Citi Organisation" means Citigroup, Inc., Citibank, N.A., Citibank International Limited, their branches, subsidiaries and affiliates and anyone who succeeds them or to whom they assign their rights other than Citibank, N.A., London Branch;

"Common Safekeeper" means an ICSD in its capacity as common safekeeper or a person nominated by the ICSDs to perform the role of common safekeeper;

"Clearstream, Luxembourg" means Clearstream Banking S.A;

"Client Money Rules" means the FCA Rules in relation to client money from time to time;

"Common Service Provider" means a person nominated by the ICSDs to perform the role of common service provider;

a"Condition" is to the terms and conditions of the Notes as appearing in the Trust Deed or, in relation to any Series, the terms and conditions applicable to such Series and "terms and conditions" should be construed accordingly;

a "Coupon" is to an interest coupon and, where the context permits, a Talon;

"euro", "€" and "EUR" means the single currency introduced at the start of the third stage of European economic and monetary union and as defined in Article 2 of Council Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the euro;

"Euroclear" is to Euroclear Bank SA/NV;

"FCA" means the Financial Conduct Authority in its capacity as competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000;

"FCA Rules" means the rules established by the United Kingdom Financial Conduct Authority in the FCA's Handbook of rules and guidance from time to time;

"Final Terms" means the final terms executed by the Issuer in relation to a Tranche of Notes;

"ICSDs" means Clearstream, Luxembourg and Euroclear;

"Issuer-ICSDs Agreement" means the agreement between the Issuer and the ICSDs with respect to the settlement in the ICSDs of Notes in new global note form;

"local time" in relation to any payment, is to the time in the town or city in which the relevant bank or the relevant branch or office is located or, in the case of euro, 10.00 a.m. central European time and any reference to "local banking days" in relation thereto is to days (other than Saturdays and Sundays) on which commercial banks are open for business in such town or city;

the "Securities Act" is to the United States Securities Act of 1933;

the "specified office" of any Agent is to the office specified against its name in Schedule 2 or, in the case of any Agent not originally party hereto, specified in its terms of appointment (or, in the case of a Calculation Agent which is a Dealer, specified for the purposes of Clause 8 (Calculation Agent) of the Dealer Agreement) or such other office in the same town or city as such office as such Agent may specify by notice to the Issuer and the other parties hereto in accordance with Clause 13.9;

"Stock Exchange" means the Luxembourg Stock Exchange and/or any other future stock exchange or markets or quotation systems by which any Notes may from time to time be admitted to listing, trading and/or quotation, and references in this Agreement to the "relevant Stock Exchange" shall, in relation to any Notes, be references to the listing authorities, stock exchanges or quotation systems by which such Notes are from time to time, or are intended to be, admitted to listing, trading and/or quotation as may be specified in the relevant Final Terms;

a"Talon" is to a talon exchangeable for further Coupons;

"Taxes" means all present and future taxes, levies, duties, imposts, charges, assessments, deductions, withholdings, governmental charges and related liabilities of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of any Authority having power to tax; and

"VAT" means any value added tax, goods and services tax, sales or use tax or similar tax, including, without limitation, such tax as may be chargeable under or pursuant to Council Directive 2006/112/EC.

  • 1.2 Any reference in this Agreement to the records of an ICSD shall be to the records that each of the ICSDs holds for its customers which reflect the amount of such customers' interests in the Notes (but excluding any interest in any Notes of one ICSD shown in the records of another ICSD).

  • 1.3 Any reference in this Agreement to a Clause, a sub-clause or a Schedule is, unless otherwise stated, to a clause, sub-clause or a schedule hereto.

  • 1.4 Clause and Schedule headings are for ease of reference only and shall not affect the construction of this Agreement.

  • 1.5 Any reference in this Agreement to any legislation (whether primary legislation or regulations or other subsidiary legislation made pursuant to primary legislation) shall be construed as a reference to such legislation as the same may have been, or may from time to time be, amended or re-enacted.

  • 1.6 In this Agreement, any reference to payments of principal, redemption amount or interest includes any additional amounts payable in relation thereto under Condition 8.

  • 1.7 Terms not defined herein have the meanings ascribed to them in the Trust Deed.

  • 1.8 Any Notes issued on or after the date of this Agreement shall be issued pursuant to this Agreement. Any Notes issued prior to the date of this Agreement shall remain subject to the Original Agency Agreement, which shall continue in full force and effect in relation to such Notes.

  • 2. APPOINTMENT OF THE PAYING AGENTS

  • 2.1 The Issuer, and for the purposes of Clause 7.9 only, the Trustee appoints each of the Principal Paying Agent and the Paying Agents as their agent in relation to the Notes for the purposes specified in this Agreement and in the Conditions.

  • 2.2 Each of the Principal Paying Agent and the Paying Agents accepts its appointment as agent of the Issuer, and for the purposes of Clause 7.9 only, the Trustee in relation to the Notes and shall comply with the terms and conditions applicable thereto, the provisions of this Agreement and, in connection therewith, shall take all such action as may be specified in this Agreement and in the Conditions.

  • 3. THE NOTES

  • 3.1 Each Temporary Global Note shall be in substantially the form (duly completed) set out in Schedule 2 Part A to the Trust Deed.

  • 3.2 Each Permanent Global Note shall be in substantially the form (duly completed) set out in Schedule 2 Part B to the Trust Deed.

  • 3.3 Each Definitive Note shall be in substantially the form (duly completed) set out in Schedule 2 Part C to the Trust Deed and, if so specified in the relevant Final Terms have attached thereto at the time of their initial delivery Coupons and Talons.

  • 4. ISSUE OF NOTES

  • 4.1 Upon the conclusion of any agreement (a "Relevant Agreement") between the Issuer and a Dealer (or any other person or institution) for the issue by the Issuer and the subscription as principal by such Dealer (or such other person or institution) of any Tranche of Notes, the Issuer shall, as soon as practicable but in any event not later than

    • 10.00 a.m. (London time) on the Business Day prior to the proposed issue date therefor:

    • 4.1.1 deliver or cause to be delivered a copy of the Final Terms in relation to the relevant Tranche to the Principal Paying Agent with a copy to the Trustee; and

    • 4.1.2 ensure that there is delivered to the Principal Paying Agent a master form of Temporary Global Note and Permanent Global Note (in unauthenticated form (and, if applicable, uneffectuated form) but executed on behalf of the Issuer and otherwise complete) for completion by the Principal Paying Agent in relation to the relevant Tranche.

  • 4.2 The Principal Paying Agent shall, where the relevant Notes are to be listed on the Luxembourg Stock Exchange, deliver a copy of the Final Terms in relation to the relevant Tranche to the Luxembourg Stock Exchange as soon as practicable but in any event not later than 11.00 a.m. (London time) on the Business Day prior to the proposed Issue Date therefor.

  • 4.3 Unless the Issuer shall have notified the Principal Paying Agent to the contrary prior to such time (in the event that the conditions precedent to such issue of the Notes shall not be satisfied), on or before 10.00 a.m. (London time) on the Business Day prior to the issue date (or such other time and date as shall be agreed with the Issuer and the Principal Paying Agent) in relation to each Tranche, the Principal Paying Agent shall authenticate and deliver to or to the order of the relevant Dealer or, as the case may be, the relevant depositary for Euroclear and/or Clearstream, Luxembourg (as directed by the Issuer) the relevant Temporary Global Note or, as the case may be, Permanent Global Note in the latter case, against receipt from the common depositary (or common safekeeper, in the case of New Global Notes) of confirmation that it is holding the Temporary Global Note or, as the case may be, Permanent Global Note, in safe keeping for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear and Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent, the Issuer (i) in the case of Notes issued on a non- syndicated basis, to credit the Notes represented by the Temporary Global Note to the Principal Paying Agent's distribution account and (ii) in the case of Notes

issued on a syndicated basis, to hold the Notes represented by the Temporary Global Note to the Issuer's order, pending satisfactory closing on the Issue Date.

  • 4.4 If the Principal Paying Agent should pay an amount (an "advance") to the Issuer in the belief that a payment has been or will be received from a Dealer, and if such payment is not received by the Principal Paying Agent on the date that the Principal Paying Agent pays the Issuer, the Issuer, shall forthwith repay the advance (unless prior to such repayment the payment is received from the Dealer) and shall pay interest on such amount (or the unreimbursed portion thereof) which shall accrue (as well after as before judgment) on the basis of a year of 360 days (365 days (366 days in the case of a leap year) in the case of an advance paid in sterling) and the actual number of days elapsed from the date of payment of such advance until the earlier of (i) repayment of the advance or (ii) receipt by the Principal Paying Agent of the payment from the Dealer, and at the rate per annum which is the rate per annum specified by the Principal Paying Agent as reflecting its cost of funds for the time being in relation to the unpaid amount.

  • 4.5 The Issuer shall, in relation to each Series of Notes, ensure that there is delivered to, or to the order of, the Principal Paying Agent not less than five Business Days in the case of exchange for a Permanent Global Note, or fifteen Business Days for exchange of a Definitive Note, before the relevant Temporary Global Note becomes exchangeable therefor, the master Permanent Global Note (in unauthenticated (and, if applicable, uneffectuated) form but executed by the Issuer and otherwise complete) for completion by the Principal Paying Agent in relation thereto or, as the case may be, the Definitive Notes (in unauthenticated form but executed by the Issuer and otherwise complete) in relation thereto. The Principal Paying Agent or its designated agent shall authenticate such Permanent Global Note or, as the case may be, Definitive Notes, in accordance with the terms of the relevant Temporary Global Note, and in the case of an NGN Permanent Global Note, instruct the Common Safekeeper to effectuate the Permanent Global Note.

  • 4.6 The Issuer shall, in relation to each Series of Notes which is represented by a Permanent Global Note in relation to which an exchange notice has been given or which has otherwise become exchangeable, in accordance with the terms of such Permanent Global Note, ensure that there is delivered to or to the order of the Principal Paying Agent not less than fifteen Business Days before the date on which such Permanent Global Note becomes so exchangeable the Definitive Notes (in unauthenticated form but executed by the Issuer and otherwise complete) in relation thereto. The Principal Paying Agent or its designated agent shall authenticate and deliver such Definitive Notes in accordance with the terms of the relevant Permanent Global Note.

  • 4.7 On each occasion on which a portion of a Temporary Global Note is exchanged for a portion of a Permanent Global Note or, as the case may be, for Definitive Notes, the Principal Paying Agent shall:

4.7.1

CGN Temporary Global Note: in the case of a CGN Temporary Global Note, note or procure that there is noted on the Schedule to the CGN Temporary Global Note the aggregate principal amount thereof so exchanged and the remaining principal amount of the CGN Temporary Global Note (which shall be the previous principal amount thereof less the aggregate principal amount so exchanged) and shall procure the signature of such notation on its behalf; and

4.7.2

NGN Temporary Global Note: in the case of an NGN Temporary Global Note, instruct the ICSDs (in accordance with the provisions of Schedule 1 (Duties under the Issuer-ICSDs Agreement)) to make appropriate entries in their records to reflect the aggregate principal amount thereof so exchanged and the remaining principal amount of the NGN Temporary Global Note (which shall be the previous principal amount thereof less the aggregate principal amount so exchanged).

The Principal Paying Agent shall cancel or procure the cancellation of each Temporary Global Note against surrender of which it has made full exchange for a Permanent Global Note or Definitive Notes or, in the case of an NGN Temporary Global Note exchangeable for an NGN Permanent Global Note, instruct the Common Safekeeper to destroy such NGN Temporary Global Note.

  • 4.8 On each occasion on which a portion of a Permanent Global Note is exchanged for Definitive Notes, the Principal Paying Agent shall:

    • 4.8.1 CGN Permanent Global Note: in the case of a CGN Permanent Global Note, note or procure that there is noted on the Schedule to the CGN Permanent Global Note the aggregate principal amount thereof so exchanged and the remaining principal amount of the CGN Permanent Global Note (which shall be the previous principal amount thereof less the aggregate principal amount so exchanged) and shall procure the signature of such notation on its behalf; and

    • 4.8.2 NGN Permanent Global Note: in the case of an NGN Permanent Global Note, instruct the ICSDs (in accordance with the provisions of Schedule 1 (Duties under the Issuer-ICSDs Agreement)) to make appropriate entries in their records to reflect the aggregate principal amount thereof so exchanged and the remaining principal amount of the NGN Permanent Global Note (which shall be the previous principal amount thereof less the aggregate principal amount so exchanged).

    The Principal Paying Agent shall cancel or procure the cancellation of each Permanent Global Note against surrender of which full exchange has been made for Definitive Notes or, in the case of an NGN Permanent Global Note, instruct the Common Safekeeper to destroy such NGN Permanent Global Note.

  • 4.9 Where any Definitive Notes with Coupons and/or Talons attached are to be delivered in exchange for a Temporary Global Note or a Permanent Global Note, the Principal Paying Agent shall ensure that such Definitive Notes shall have attached thereto only such Coupons and/or Talons as shall ensure that neither loss nor gain of interest shall accrue to the bearer thereof upon such exchange.

  • 4.10 The Principal Paying Agent shall hold in safe keeping all unauthenticated (and, if applicable, all uneffectuated) Temporary Global Notes, Permanent Global Notes and Definitive Notes, Coupons and/or Talons delivered to it in accordance with this Clause 4 and shall ensure that the same are authenticated (in the case of Temporary Global Notes, Permanent Global Notes and Definitive Notes) and delivered only in accordance with the terms hereof. In the case of an NGN Permanent Global Note, the Principal Paying Agent shall instruct the Common Safekeeper to effectuate the Permanent Global Note.

  • 4.11 The Principal Paying Agent is authorised by the Issuer to authenticate (and, if applicable, effectuate) such Temporary Global Notes, Permanent Global Notes or, as the case may be, Definitive Notes as may be required to be authenticated or, as the case may be, effectuated hereunder by the signature of any person duly authorised for the purpose by the Principal Paying Agent.

  • 4.12 The Issuer shall, in relation to each Series of Notes to which a Talon is attached upon the initial delivery thereof, on each occasion on which a Talon becomes exchangeable for further Coupons, not less than five Business Days before the date on which the final Coupon comprised in any Coupon sheet (which includes a Talon) matures ("Talon Exchange Date"), ensure that there is delivered to, or to the order of, the Principal Paying Agent such number of Coupon sheets as may be required in order to enable the Paying Agents to fulfil their obligations under Clause 4.13 hereof.

  • 4.13 The Paying Agents shall, against the presentation and surrender of any Talon, on or after the Talon Exchange Date in respect of such Talon, deliver a Coupon sheet against the presentation and surrender of such Talon, provided that, if any Talon is presented and surrendered for exchange to a Paying Agent and the Principal Paying Agent has delivered a replacement therefor, the Principal Paying Agent shall forthwith notify the Issuer of such presentation and surrender and shall not exchange against the same unless and until it is so instructed by the Issuer. The Paying Agent which made the exchange shall cancel each Talon surrendered to it and in respect of which a Coupon sheet shall have been delivered and shall if necessary deliver the same to the Principal Paying Agent.

  • 4.14 The Issuer undertakes to notify the Principal Paying Agent and the Trustee of any changes in the identity of the Dealers appointed generally in respect of the Programme.

  • 4.15 The Principal Paying Agent shall ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least 40 days after the later of the date of issue and completion of the distribution of all of the Notes of that Tranche.

  • 4.16 The Issuer hereby authorises and instructs the Principal Paying Agent to elect an ICSD to be Common Safekeeper for each issue of an NGN Temporary Global Note or an NGN Permanent Global Note in relation to which one of the ICSDs must be Common Safekeeper. From time to time, the Issuer and the Principal Paying Agent may agree to vary this election. The Issuer acknowledges that in connection with the election of either of the ICSDs as Common Safekeeper any such election is subject to the right of the ICSDs to jointly determine that the other shall act as Common Safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it.

  • 5. REPLACEMENT NOTES

  • 5.1 The Principal Paying Agent shall, upon and in accordance with the instructions (which instructions may, without limitation, include terms as to the payment of expenses and as to evidence, security and indemnity) of the Issuer but not otherwise, authenticate (where necessary) and deliver a Temporary Global Note, Permanent Global Note, Definitive Note or, as the case may be, Coupon and/or Talon as a replacement for any

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Royal Philips NV published this content on 08 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 March 2024 15:36:08 UTC.