RYLPF Royal Phillips NV (PK)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Giovanni Agnelli B.V.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (see instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS* (see instructions)

  WC

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  The Netherlands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  139,297,503

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  139,297,503

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  139,297,503

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (see instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  15.0%

  TYPE OF REPORTING PERSON* (see instructions)

  HC, CO

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Exor N.V.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (see instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS* (see instructions)

  WC

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  The Netherlands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  139,297,503

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  139,297,503

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  139,297,503

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (see instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  15.0%

  TYPE OF REPORTING PERSON* (see instructions)

  HC, CO

Name of Person Filing

Address of Principal Business Office or, if none, Residence

Principal Business

During the last five years, none of the Reporting Persons have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Citizenship

Stake: Exor has fifteen percent (15%) of the issued and outstanding ordinary shares and the voting rights in respect thereof, with the possibility to further increase the amount of ordinary shares and the voting rights in respect thereof legally and/or beneficially held up to twenty percent (20%).

Board Composition: Exor has the right to designate for nomination to the Supervisory Board of Philips (the “Board”) one person on behalf of itself for as long as the combined equity interest of Exor and its affiliates in Philips equals or exceeds 15% (subject to certain exceptions) and unless such right has expired in accordance with the Relationship Agreement.

Standstill Provisions: Exor is bound to customary standstill restrictions for the duration of the Relationship Agreement and 18 months thereafter.

Lock-Up Period: For a period of three years following the date of the Relationship Agreement (the “Lock-Up Period”), EXOR shall not take any action that causes the combined equity interest of Exor and its affiliates in Philips to fall below 15%, subject to limited exceptions.

Orderly sell down: Exor and Philips have agreed to certain orderly sell down restrictions, following expiry of the Lock-up Period.

Non-compete: Exor shall not make equity investments in certain competitors of Philips exceeding 2% of such competitor’s total issued share capital, without the prior consent of Philips.

Term: The obligations of Exor and Philips under the Relationship Agreement shall automatically terminate, amongst others, upon Exor losing its right to nominate a member of the Board or Exor’s nominee ceasing to be a member of the Board without having nominated a replacement, provided that certain provisions will continue to be applicable for a limited period after termination.

Rows (11) and (13) of the cover pages to this Schedule 13D are incorporated by reference herein.

Rows (7) through (10) of the cover pages to this Schedule 13D are hereby incorporated by reference.

The information set forth in Items 3 and 4 of this Schedule 13D is incorporated by reference herein. Except as described herein, neither the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A, have effected any transactions with respect to the Shares during the past 60 days.

Neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities indicated in this Item 5.

Not Applicable

Exhibit
Number

Description of Exhibits

/s/ Guido De Boer

/s/ Guido De Boer

Name and Position with G.A.

Principal Employment, Employer and Business Address

Citizenship

Jeroen Preller

Chairman and Board Member

Andrea Agnelli

Board Member

Executive Chairman Lamse S.p.A., Piazza CLN 255, 10123 Turin, Italy;

Member of the Advisory Board BlueGem Capital Partners LLP, Eagle House 5th Floor, 108 - 110 Jermyn Street, London, SW1Y 6EE, UK;

President Fondazione del Piemonte per l’Oncologia, Strada Provinciale 142 - KM 3.95, 10060 Candiolo TO, Italy.

John Brouwer

Board Member

Of Counsel at Allen & Overy LLP, Apollolaan 15, 1077 AB Amsterdam, the Netherlands;

Judge at the Tax Chamber of the Court of North Holland, the Netherlands.

Niccolò Camerana

Board Member

Principal at Stellantis Ventures B.V., Taurusavenue 1, 2132 LS Hoofddorp, the Netherlands

Benedetto Della Chiesa

Board Member

Private entrepreneur;

Board Member and Vice-President of investment vehicle Argo 3, promoted by Ulixes Capital Partners S.r.l., Via di Torre Argentina 21, 00186 Roma, Italy.

Luca Ferrero de Gubernatis Ventigmiglia

Board Member

Alexandre von Furstenberg

Board Member

Chief Investment Officer of Ranger Global Advisors, LLC, 14 Beverly Park, Beverly Hills, CA 90212, USA.

Filippo Scognamiglio

Board Member

Managing Director & Partner Boston Consulting Group, 10 Hudson Yards, New York, NY 1000, USA.

Board member of The Boston Consulting Group, Inc., Boston, USA

Name and Position with Exor

Principal Employment, Employer and Business Address

Citizenship

John Elkann

Chief Executive Officer

Chairman Stellantis N.V., Taurusavenue 1, 2132 LS Hoofddorp, the Netherlands;

Chairman Ferrari N.V., Via Abetone Inferiore 4, 41053 Maranello, Italy;

Chairman GEDI Gruppo Editoriale S.p.A., Via Ernesto Lugaro 15, 10126 Turin, Italy;

Chairman Fondazione Giovanni Agnelli;

Member of the Board of Directors Pinacoteca Giovanni e Marella Agnelli, Via Nizza n. 230/103, 10126 Turin, Italy;

Member of the Board of Directors Institut Mérieux, 17, rue Bourgelat, 69002 Lyon, France.

Nitin Nohria

Chairman and Senior Non-Executive Director

Distinguished Service University Professor at Harvard Business School, Boston, MA 02163, USA;

Chairman Thrive Capital, NYC, New York, USA;

Director Anheuser-Busch InBev, Grand Place 1, 1000 Brussels, Belgium;

Member Board of Trustees Bridgespan Group, 2 Copley Place, 7th Floor, Suite 3700B, Boston, MA 02116, USA;

Chairman Rakuten Medical, 11080 Roselle Street, San Diego, CA 92121, USA;

Director Massachusetts General Brigham, Boston, USA;

Melissa Bethell

Non-Executive Director

Senior Advisor Atairos, 17 Duke of York Street, London SW1Y 6LB, UK;

Non-Executive Director Tesco Plc, Tesco House, Shire Park, Kestrel Way, Welwyn Garden City, Hertfordshire AL7 1GA, UK;

Non-Executive Director Diageo Plc, 16 Great Marlborough Street London W1F 7HS, UK.

Marc Bolland

Non-Executive Director

Chairman Europe Blackstone Group International Partners LLP, 40, Berkeley Square, London WU SAL, UK;

Non-Executive Director, The Coca-Cola Company, 1 Coca Cola Plz NW, Atlanta, GA 30313, USA;

Vice-President Unicef UK, 1 Westfield Avenue, London E20 1HZ, UK;

Deputy Chairman of the Trustee Board of the Royal Collection Trust, York House, St. James’s Palace, London, England, SW1A 1BQ, UK;

Chairman of the Royal Collection Enterprises, York House, St. James’s Palace, London, SW1A 1BQ, UK.

Tiberto Brandolini d’Adda

Non-Executive Director

Independent member of the Board of Directors YAFA S.p.A., Corso Vittorio Emanuele II 72 Torino, Torino, 10121 Italy.

Laurence Debroux

Non-Executive Director

Member of the Board of Directors Novo Nordisk A/S, Novo Allé, 2880 Bagsvaerd, Denmark;

Non-Executive Director Kite Insights, The Conduit Club, 6 Langley Street, London, England WC2H 9JA, UK;

Member of the Supervisory Board of Randstad N.V., Diemermere 25, 1112 TC Diemen, the Netherlands.

Sandra Dembeck

Non-Executive Director

Chief Financial Officer of Zalando SE, Valeska-Gert-Straße 5, 10243 Berlin, Germany

Axel Dumas

Non-Executive Director

Chief Executive Officer Hermès International, 24, rue du Faubourg Saint-Honoré 75008 Paris.

Ginevra Elkann

Non-Executive Director

President Pinacoteca Giovanni e Marella Agnelli, Via Nizza n. 230/103, 10126 Turin, Italy;

President Asmara Films S.r.l., Via Giuseppe Sacconi 4/b, 00196 Rome, Italy;

Member of the Advisory Board Christie’s, 8 King Street, London SWlY 6QT, UK;

Board member Fondation Cartier, 261, Boulevard Raspail - 75014 Paris, France;

Member of the Board of Trustees American Academy in Rome, Via Angelo Masina 5, 00153 Rome, Italy;

Member of the Advisory Board UCCA, 798 Art District, No. 4 Jiuxianqiao Road, Chaoyang District, Beijing 100015, China;

Director Christian Louboutin SAS, 9, Rue Jean Jacques Rousseau, Paris, 75001 France.

Alessandro Nasi

Non-Executive Director

Chairman Comau S.p.A., Via Rivalta 30, 10095 Grugliasco, Italy;

Chairman Iveco Defence Vehicles S.p.A., Via Alessandro Volta, 6-39100 Bolzano, Italy;

Chairman Astra Veicoli Industriali S.p.A., Via Caorsana 79, 29122 Piacenza, Italy;

Director CNH Industrial N.V., 25 St. James’s Street, London, SW1A 1HA, UK;

Director Iveco Group N.V., Via Puglia n. 35, Turin, Italy;

Member of the Advisory Board Lego Brand Group, Aastvej 1, 7190 Billund, Denmark;

Board member Istituto Italiano di Tecnologia, via Morego 30, 16163 Genoa, Italy;

Member of the Strategic Advisory Board of 3 Boomerang Capital, 382 Greenwich Avenue - Suite One, Greenwich, CT 06830, USA;

Director GVS S.p.A., Via Roma, 50, 40069 Zona Industriale BO, Italy.

/s/ Guido De Boer

/s/ Guido De Boer

Koninklijke Philips N.V., a public limited liability company, incorporated under the laws of the Netherlands, with seat in Eindhoven, the Netherlands, and address at High Tech Campus 52, Eindhoven, the Netherlands and registered with the Dutch Trade Register under number 17001910 (“Philips”); and

EXOR N.V., a public limited liability company, incorporated under the laws of the Netherlands, with seat in Amsterdam, the Netherlands, and address at Gustav Mahlerplein 25 A, Amsterdam, The Netherlands and registered with the Dutch Trade Register under number 64236277 (“Exor”, together with Philips, the “Parties” and each a “Party”).

Exor has bought fifteen percent (15%) of the issued and outstanding Ordinary Shares and the voting rights in respect thereof (“15% Threshold Stake”), with the possibility to further increase the amount of Ordinary Shares and the voting rights in respect thereof legally and/or beneficially held (“Interest”), but shall in any event cause its and its Affiliates combined Interest not to exceed twenty percent (20%) of the issued and outstanding Ordinary Shares and the voting rights in respect thereof (“20% Threshold Stake”).

The Parties acknowledge and agree that the relationship is intended to be mutually beneficial and long term.

Philips considers this investment from Exor to be beneficial to the overall long-term strategy, including but not limited to its plan to create long-term value with sustainable impact, as announced in January 2023.

In turn, Exor intends to support Philips’ strategy (including, but not limited to, its plan to create long-term value with sustainable impact, as announced in January 2023) and exercise its voting rights and other shareholder rights and powers to contribute to the long-term multi-stakeholder value creation of Philips and its enterprise.

The Parties wish to enter into this relationship agreement (this “Agreement”) to agree on certain arrangements relating to the governance of Philips and to manage the relationship between Philips and Exor as a shareholder of Philips, all in accordance with the laws and regulations applicable to Philips and Exor as companies listed on Euronext Amsterdam, a regulated market of Euronext Amsterdam N.V., and to Philips as a company listed on the New York Stock Exchange.

The Parties agree that this Agreement will be announced and published on the Signing Date and for as long as this Agreement is in effect.

DEFINITIONS AND CONSTRUCTION

TERMS OF RELATIONSHIP AND SUPPORT

As soon as possible after the Signing Date and in any event prior to the opening of Euronext Amsterdam on the first trading day after the Signing Date, the Parties shall announce their relationship by way of the joint press release in the form attached as Schedule 2 (Press release).

PHILIPS SUPERVISORY BOARD COMPOSITION

Appointment and dismissal

The members of the supervisory board of Philips (the “Philips Supervisory Board” and the “Philips Supervisory Board Members”) shall be appointed, suspended and dismissed in accordance with the procedures set out in (i) the Articles of Association, (ii) the Rules of Procedure Supervisory Board, (iii) this Agreement, and (iv) applicable laws and regulations.

Nomination of the Exor Nominee

Notwithstanding Clause 3.1 (Appointment and dismissal), Exor shall have the right to nominate one (1) individual to serve as Philips Supervisory Board Member (the “Exor Nominee”) for appointment by the general meeting of shareholders of Philips (“General Meeting of Shareholders”), unless such nomination right has expired in accordance with Clause 3.4 (Expiry of nomination right).

For the purpose of Clause 3.2.1, Exor shall only nominate the Exor Nominee after consultation with the CGNS Committee and shall only nominate an individual who (i) has knowledge and experience encompassing one or more of the aspects included in the profile included in the Rules of Procedure Supervisory Board, (ii) does not hold a board position in an entity that undertakes activities that materially compete with the Philips business, (iii) is not subject to any material criminal, administrative or similar investigation by any authority or proceedings, and (iv) is eligible for appointment to the Philips Supervisory Board under Dutch law.

Philips shall amend the Philips Supervisory Board profile to reflect Exor’s nomination right as set out herein and to reflect that the Exor Nominee qualifies for the independence exception of principle 2.1.7(iii) of the Dutch Corporate Governance Code. Philips confirms that at the date of this Agreement, the composition of the Supervisory Board shall not restrict the nomination or appointment of the Exor Nominee in light of the diversity quorum of article 2:142b DCC.

Philips shall use its reasonable efforts to cause the Philips Supervisory Board to nominate the Exor Nominee in accordance with the Articles of Association for appointment as member to the Philips Supervisory Board in the next General Meeting of Shareholders after receiving Exor’s proposal.

Subject to compliance with applicable rules and regulations in relation to such nominations, if the Exor Nominee must be replaced, or its position is vacant for any reason, Exor may nominate a new Exor Nominee. Philips shall use reasonable efforts to cause the Philips Supervisory Board to nominate the Exor Nominee for appointment in accordance with Clause 3.2.4 and to determine that the relevant designated individual shall temporarily be allowed to attend Supervisory Board meetings until appointment by the General Meeting of Shareholders at the next General Meeting of Shareholders held after Exor has nominated a qualifying individual in writing to the Philips Supervisory Board.

If the General Meeting of Shareholders fails to appoint the Exor Nominee, Exor shall have the right to nominate one (1) other Exor Nominee in accordance with Clause 3.2.1, whereby clauses 3.2.2 through 3.2.5 shall apply mutatis mutandis.

If the General Meeting of Shareholders fails to appoint the Exor Nominee during the second General Meeting of Shareholders, the Parties shall discuss and identify a further nomination and the relevant process for appointment, provided that Exor shall be entitled to terminate this Agreement in accordance with Clause 10.1.1(a), provided that the run-off period in respect of Clauses 4.1.1 and 6 (except for Clauses 6.3.2(a) and 6.3.2(b)) will not apply in case no Exor Nominee has ever been appointed to Philips Supervisory Board in accordance with this Agreement.

Conflict of interest

Exor acknowledges and shall procure that the Exor Nominee shall, in fulfilling its role as member of the Philips Supervisory Board, solely be guided by the best interest of Philips and its business, taking into account the interests of all the Philips shareholders and stakeholders of the Philips Group, as also set out in the Dutch Corporate Governance Code.

Exor shall procure that the Exor Nominee shall abstain from participating in the deliberation and decision-making on any matter presented to the Philips Supervisory Board in which it has a conflict of interest, as set out in the Rules of Procedure Supervisory Board, including any transaction, arrangement or agreement between any member of the Philips Group and Exor or any of its Affiliates, or any of the legal entities referred to in article 1.10(2) of the Rules of Procedure Supervisory Board.

No conflict of interest shall be deemed to arise:

by the mere fact that Exor owns Ordinary Shares and the Exor Nominee is also involved in Exor or any of its Affiliates as official, director, shareholder or otherwise;

by the mere fact that the Exor Nominee disagrees with another member of the Philips Supervisory Board;

on matters that affect Philips shareholders generally or require a vote or discussion in the General Meeting of Shareholders; or

on the positioning of the Philips Supervisory Board in relation to potential takeover offers or activist campaigns (unless Exor is in breach of the Standstill (as defined below)).

In case the Exor Nominee votes against a proposal by Philips to the General Meeting of Shareholders (i) to change the composition of the Philips Board of Management (the “Philips BoM”) or the Philips Supervisory Board, or (ii) to significantly change the identity or nature of Philips or the enterprise affiliated with it, and Exor has informed Philips, subject to Clause 3.5 that Exor and/or its Affiliates intend to exercise their shareholder rights to vote against the proposal, then Philips can require the Exor Nominee to abstain from the further deliberations and decision-making on the matter until the vote of the General Meeting of Shareholders on the matter is completed.

Expiry of nomination right

Subject to Clauses 3.4.3 and 3.5, Exor shall no longer have the right to nominate the Exor Nominee pursuant to Clause 3.2.1, if Exor and its Affiliates combined Interest no longer equals or exceeds the 15% Threshold Stake and Exor and its Affiliates combined Interest has remained below the 15% Threshold Stake for six (6) consecutive months, as a result of (i) a Disposal of Ordinary Shares or (ii) a choice to receive cash dividend by Exor or its Affiliates.

The expiration of the right referred to in Clause 3.4.1 is definitive and Exor cannot remedy such expiration, unless agreed otherwise between Exor and Philips.

If Exor and its Affiliates combined Interest threatens to fall below the 15% Threshold Stake due to an issuance of new shares or rights to shares for a cash consideration or a consideration in kind (including in connection with M&A transactions), then Philips shall offer Exor to participate in such issuance pro rata up to a maximum number of Ordinary Shares to maintain the 15% Threshold Stake. In case Exor does not participate in such issuance in full and its and its Affiliates’ combined Interest is diluted by more than one-and-a-half percent (1.5%) of the issued and outstanding Ordinary Shares as a result of such issuance, Exor shall retain its right to nominate the Exor Nominee pursuant to Clause 3.2.1, provided that:

its and its Affiliates’ combined Interest equals or exceeds at least ten percent (10%) of the issued and outstanding Ordinary Shares and the voting rights in respect thereof (the “10% Temporary Threshold Stake”) following the issuance of Ordinary Shares in which Exor did not participate in full; and

Exor and its Affiliates shall use reasonable best efforts, including, but not limited to, electing any stock dividend or reinvesting any cash dividends in any stock of Philips, in order to obtain the 15% Threshold Stake within three (3) years after the aforementioned issuance of new shares or rights to shares,

Exor shall inform the Philips Supervisory Board in writing within five (5) Business Days if Exor and its Affiliates combined Interest no longer reaches the 15% Threshold Stake. Exor shall provide Philips with sufficient information to confirm the exact date on which Exor and its Affiliates combined Interest failed to reach the 15% Threshold Stake.

If Exor and its Affiliates combined Interest again reaches the 15% Threshold Stake before the expiration referred to in Clause 3.4.1, it will inform Philips in writing within five (5) Business Days and shall provide Philips with sufficient information to confirm the exact date on which Exor and its Affiliates combined Interest again reached the 15% Threshold Stake.

Resignation Exor Nominee

In case Exor and/or its Affiliates intends to undertake any of the actions as set out below in Clauses 3.5.2(a), 3.5.2(b), 3.5.2(c) or 3.5.2(d), the Parties shall take the following actions in the following order with the aim of reaching an amicable solution prior to Exor and/or its Affiliates taking any such action:

first, Exor shall inform the chairman of the Philips Supervisory Board;

secondly, the Parties shall each designate one senior executive to, in good faith, discuss and to seek mutual understanding on how to deal with the relevant matter;

thirdly, if no mutual understanding can be reached by the relevant senior executives, the chairman of the Philips Supervisory Board and the CEO of Exor shall discuss the relevant matter.

In case the Parties have not reached an amicable solution pursuant to Clause 3.5.1 and Exor and/or its Affiliates have pursued any of the actions set out in Clauses 3.5.2(a), 3.5.2(b), 3.5.2(c) or 3.5.2(d) below, Clauses 3.5.3 through 3.5.5 will apply:

Exor and/or its Affiliates vote (i) in favour of a resolution that is not proposed or supported by the Philips Supervisory Board and that is not adopted by the General Meeting of Shareholders, or (ii) against a proposal that is proposed or supported by the Philips Supervisory Board and adopted by the General Meeting of Shareholders;

Exor and/or its Affiliates exercise any of their shareholder rights and powers attached to any Ordinary Shares held by Exor or its respective Affiliates, as the case may be, to request any items to be included on the agenda of the General Meeting of Shareholders within the meaning of article 2:114a DCC, without approval of the Philips Supervisory Board and that is not adopted by the General Meeting of Shareholders;

Exor and/or its Affiliates initiate legal proceedings against Philips including but not limited to proceedings at the Dutch Enterprise Chamber within the meaning of article 2:345 DCC; or

Exor and/or its Affiliates breach Clauses 4, 5, 6 or 7.1

For any action taken pursuant to Clauses 3.5.2(a) or 3.5.2(b) Philips and Exor shall reasonably discuss in good faith over at least a period of two (2) weeks after the General Meeting of Shareholders at which the relevant proposal is voted on, whether the Exor Nominee should resign from the Philips Supervisory Board, and after such discussions have taken place, the Supervisory Board shall decide whether the Exor Nominee should resign.

In case of Clauses 3.5.2(a) or 3.5.2(b), where the General Meeting of Shareholders follows the position or proposal (as the case may be) of Exor, Philips and Exor shall reasonably discuss in good faith whether the Exor Nominee should resign from the Philips Supervisory Board.

For any action taken pursuant to Clauses 3.5.2(c) or 3.5.2(d), unless such action or breach is reasonably capable of being remedied and has not been remedied by Exor and/or its Affiliates within forty-five (45) days after receipt of a written notice of such breach from Philips, Exor shall procure that the Exor Nominee shall resign immediately upon first request by the Philips Supervisory Board, unless the Philips Supervisory Board (excluding the Exor Nominee) decides that the resignation may take place later.

Notwithstanding Clauses 3.5.1 through 3.5.5, Exor shall procure that the Exor Nominee shall resign immediately upon first request by the Philips Supervisory Board, unless the Philips Supervisory Board (excluding the Exor Nominee) decides that the resignation may take place later in case:

Exor no longer has the right to nominate the Exor Nominee pursuant to Clause 3.4 (Expiry of nomination right); or

the Exor Nominee engages in gross negligence, wilful misconduct, fraud or maladministration (onbehoorlijk bestuur).

In case of a resignation of the Exor Nominee pursuant to Clauses 3.5.2 or 3.5.6(a), Exor shall no longer have the right to nominate an Exor Nominee in accordance with Clause 3.2, provided that a resignation pursuant to maladministration (onbehoorlijk bestuur) or gross negligence as set out in Clause 3.5.6(b) shall require the prior consent of Exor (not to be unreasonably withheld) and that a resignation pursuant to Clause 3.5.6(b) shall not affect the right of Exor to nominate a replacement on the terms of this Agreement for appointment at the next General Meeting of Shareholders.

Dismissal Exor Nominee

in case of gross negligence, wilful misconduct, fraud, maladministration (onbehoorlijk bestuur); or

the Exor Nominee, whose resignation was to be procured by Exor under Clause 3.5 (Resignation Nominee), did not resign immediately after such obligation arose,

STANDSTILL

Exor shall not, and shall procure that its Affiliates and its other Representatives acting on its or any of its Affiliates’ behalf shall not, without the prior written consent of Philips, directly or indirectly:

Acquire more than the 20% Threshold Stake;

make or announce, or cause, assist, advise or coordinate with another Person to make or announce, a public offer for any Ordinary Shares that is not recommended by the Philips BoM;

offer, sell or tender their Ordinary Shares, in whole or in part, whether or not in the open market to any party, or parties acting together, that have made, have announced to make or are reasonably expected to make or partake in a public offer on the Ordinary Shares in accordance with Article 5:70 or 5:74 of the Dutch Financial Supervision Act (Wet op het financieel toezicht) that is not recommended by the Philips BoM, unless such party, or such parties, have Acquired an Interest of more than fifty percent (50%) in Philips or more (not caused or assisted by any action of Exor or any of its Affiliates);

propose to enter into, directly or indirectly, any merger or business combination involving Philips or any of its Affiliates or to purchase, directly or indirectly, a material portion of the assets of Philips or any of its Affiliates;

take any short position in any securities issued by Philips, except (i) as permitted under Clause 6.2.1(a) through 6.2.1(c) or (ii) in connection with a Permitted Disposal;

act in concert with any hedge fund publicly engaged in any activist campaign against Philips at that point in time aimed at seeking control or influence over Philips’ Supervisory Board, the Philips’ BoM or policies; or

advise, assist or encourage any Person in connection with any of the foregoing.

If Philips intends to restructure its capital, in any way, as a result of which Exor would come to hold such a percentage of the Ordinary Shares that it would become obligated to make a Mandatory Offer, Philips shall inform Exor in writing at least thirty (30) Business Days before initiating such restructuring. In such case, Parties shall reasonably discuss in good faith to take such measures (including to participate in such restructuring, or to repurchase Exor’s Ordinary Shares if appropriate) as are required to avoid that Exor will have to make such Mandatory Offer.

In case of any share buy-back program initiated by Philips, Parties shall reasonably discuss in good faith for Exor or its Affiliates to participate in such share buy-back program to the extent required to avoid that Exor and its Affiliates combined Interest will exceed the 20% Threshold Stake.

If, for whatever other reason Exor and its Affiliates combined Interest exceeds the 20% Threshold Stake, Philips may request that Exor and/or its Affiliates will Dispose of the excess Ordinary Shares in an orderly market manner within forty (40) Business Days, unless a longer period is agreed upon with Philips, failing which Philips will have the right (but not the obligation) to repurchase the excess Ordinary Shares at the prevailing market price.

NON-COMPETE

LOCK-UP AND SELL DOWN

General

Exor’s obligations in this Clause 6 will fall away with immediate effect when any third party has Acquired an Interest of fifty percent (50%) or more in Philips (not caused, assisted or supported by any action of Exor or any of its Affiliates in breach of this Agreement); and

the Lock-Up Period (as defined below) will fall away with immediate effect when Philips’ long term issuer credit rating is downgraded to below investment grade.

Lock-up period

Subject to Clause 4 (Standstill), Clause 5 (Non-compete) and Clause 6 (Lock-Up and Sell Down), during the period commencing on the Signing Date and ending three (3) years thereafter (both days inclusive) (the “Lock-Up Period”), Exor shall not, and shall procure that its Affiliates shall not, undertake any action that causes Exor and its Affiliates combined Interest to fall below the 15% Threshold Stake or, for the avoidance of doubt, exceed the 20% Threshold Stake (the “Lock-Up”), provided that nothing in this Clause 6 shall prevent:

the entry into, exercise of rights and performance of obligations under, or any transfer pursuant to, an agreement documenting, or relating to, the Permitted Derivatives Transaction or Permitted Securities Lending Transaction;

the grant of a pledge, charge or any other security interest over any Ordinary Shares or the assignment of any rights in relation to any Ordinary Shares (including the creation and exercise of a right of use on one or more occasions at any time) (a “Security Interest”) to or for the benefit of any Permitted Derivative Transaction Counterparty and/or any agent or trustee acting for any such counterparty; or

the sale, transfer or appropriation of any Ordinary Shares or exercise of any other enforcement rights pursuant to and following any enforcement of a Security Interest over, or in relation to, any Ordinary Shares granted by Exor to or for the benefit of any Permitted Derivative Transaction Counterparty.

Post Lock-Up Sell Down

Subject to Clause 4 (Standstill), and Clause 5 (Non-compete), and Clause 6 (Lock-Up and Sell Down) (for the avoidance of doubt, including Clause 6.2 (Lock-up period)), Exor and its Affiliates may Dispose all or part of their Ordinary Shares, whether or not in the open market (a “Permitted Disposal”). Notwithstanding the preceding sentence, Exor shall use reasonable best efforts to conduct (and shall procure that its Affiliates will use reasonable best efforts to conduct) any Permitted Disposal in an orderly market manner.

Any Permitted Disposal by Exor or any of its Affiliates (other than in regular stock market transactions in which Exor, nor its Affiliates, brokers or intermediaries acting on its behalf reasonably know the identity of the counterparty or have control over the settlement of the respective transaction) to the following parties requires prior written approval from Philips:

Philips Competitors;

activist parties:

publicly acting at that point in time as an activist vis-à-vis Philips; or

other activist parties with a track-record of shareholder activism, as regularly determined by Philips and Exor jointly, each acting in good faith;

investors that as a result of the Permitted Disposal would come to legally or beneficially hold five percent (5%) or more of the issued and outstanding Ordinary Shares; and

investors that as a result of the Permitted Disposal would become required to make a Mandatory Offer.

In case of an intended Permitted Disposal by Exor and its Affiliates of more than three percent (3%) over a one-month period of the issued and outstanding Ordinary Shares in Philips, Exor will, to the extent allowed by applicable laws and regulations, consult with Philips as soon as reasonably possible about the (intended) Permitted Disposal and, if applicable, the intended bookrunner(s) to be appointed.

Philips shall reasonably cooperate with Exor in good faith in connection with any Permitted Disposal by Exor and its Affiliates of more than three percent (3%) of the issued and outstanding Ordinary Shares in Philips, including, but not limited to (i) providing access to information required for a due diligence which is appropriate for a company of the size and nature of Philips and which is customary and market practice for similar transactions, (ii) providing cooperation and assistance in connection with the preparation of a prospectus or a similar offering document required under applicable law to consummate such Permitted Disposal, (iii) providing cooperation and assistance with requests from the underwriters or advisers involved in the Permitted Disposal, including for management involvement in a Marketed Offering that is being carried out in order to consummate such Permitted Disposal or being a party to an underwriting agreement in connection with a Marketed Offering on terms that are customary and market practice for similar transactions, including indemnification provisions, it being understood that nothing in this Clause 6.3.4, implies an obligation on the part of Philips to apply for a (secondary) listing of the Ordinary Shares and (b) Philips will be under no obligation to share inside information (as defined by the MAR) relating to Philips in respect of the foregoing except to the extent allowed under the MAR. Furthermore, Philips may delay its compliance with its obligations under this Clause 6.3.4, if Philips determines in good faith that such compliance would violate applicable law, stock exchange requirements or Philips’ insider trading policy.

The Parties will maintain an ongoing dialogue with Philips regarding investors who potentially could be interested in acquiring the Ordinary Shares held by Exor and/or its Affiliates, provided that Exor will be under no obligation to share inside information (as defined by the MAR) with Philips in this respect.

The Parties acknowledge and agree that the obligation of Philips to reasonably cooperate in good faith with due diligence under Clause 6.3.4 includes but is not limited to (i) management interviews, (ii) a review of the minutes of meetings of the Philips BoM and the Philips Supervisory Board and (iii) a limited documentary review relating to major litigation, acquisitions and disposals.

Each Party will bear its own fees and expenses in connection with a Permitted Proposal, provided that any fees and expenses incurred by Philips in connection with the preparation of such Permitted Disposal as a direct result of a request by Exor to co-operate with such Permitted Disposal will be borne by Exor, it being understood that if the Permitted Disposal also includes the issue or sale of Ordinary Shares by Philips, Exor and Philips will each bear its pro rata share of such fees and external expenses based on the number of Ordinary Shares actually issued or sold by them in such Permitted Disposal.

In case of an Accelerated Bookbuilding Offering or a Marketed Offering, Exor will give Philips the opportunity to provide suggestions on the execution thereof including the allocation of placement of Ordinary Shares, provided that the final allocations will be decided between Exor and its banks.

Intragroup disposal of shares

PUBLIC COMMUNICATIONS

Non-disparagement

General communications

which is in line with communication arrangements pre-agreed between the Parties, if any;

which is in the ordinary course of business of investor communication; or

confirming facts or information that are already in the public domain other than as a result of a breach of this Agreement.

Communication on Permitted Disposals

In view of the necessity of a clear and coordinated communication regarding any Permitted Disposal, public communications by either Party with respect to a Permitted Disposal will be made only in accordance with applicable law and after consultation with the other Party regarding the contents of such communication, to the extent reasonably practicable and subject to Clause 8 (Information Requirements). Such consultation shall not be required for any communication:

which is in line with communication arrangements pre-agreed between the Parties, if any;

which is in the ordinary course of business of investor communication and not disclosing specific information on an actual Permitted Disposal; or

confirming facts or information that are already in the public domain other than as a result of a breach of this Agreement.

Each Party shall ensure that any communication by it relating to a Permitted Disposal will not result in violations of securities laws or inconsistencies with any prospectus or similar offering document regarding such Permitted Disposal.

INFORMATION REQUIREMENTS

Duty to disclose

No selective disclosure

Price sensitive information relating to the other party

The Parties acknowledge that each Party is subject to certain duties under the MAR and that Philips is also subject to certain duties under US federal securities laws and the rules of the New York Stock Exchange, and that such laws and rules may impose duties and restrictions as to the timely publication and/or use of inside information or other material information.

Each Party acknowledges that any disclosure of price sensitive information (voorwetenschap), as defined in the MAR, relating to such Party and/or its shares could also qualify as price sensitive information in relation to the other Party and/or its shares.

Periodical Information Meetings

Interest disclosure

Exor information rights

To the extent permitted under applicable law and regulation (including the MAR), Philips shall supply Exor with all such information reasonably required by Exor:

to complete any tax return or other filing which may be required by law or regulation;

for any audit or regulatory reason; or

to meet its financial reporting requirements.

Confidentiality

Subject to Clause 8.7.2, each Party shall keep confidential all non-public information provided to it by the other Party or otherwise obtained by it under or in connection with this Agreement regarding the business and financial affairs of the other Party or any of its Affiliates (“Confidential Information”).

Each Party shall be entitled to disclose Confidential Information:

to any of its officers, employees, auditors, bankers or professional advisers, whose position makes it necessary to know that information in order to assist that Party, as applicable; provided that the recipient thereof agrees to be bound by the same duty of confidentiality as applies to the disclosing Party and that such Party shall be responsible for any breach of confidentiality by such recipient;

in respect of Exor or the Exor Nominee, to any of its respective direct or indirect Affiliates and its respective officers, employees, auditors, bankers or professional advisers, in any event only if and when it is necessary that such party or person receives that information to assist Exor in relation to its shareholding in Philips provided that the recipient thereof agrees to be bound by the same duty of confidentiality as applies to the disclosing Party and that the disclosing Party shall be responsible for any breach of confidentiality by such recipient;

if such information has ceased to be Confidential Information as a result of having become public without breach of this Agreement or any other duty of confidentiality relating to that information of which the relevant Party was aware;

as may be required by law, rules or regulations or by any relevant securities exchange or governmental authority, regulatory body or antitrust authority to which that Party is subject (wherever situated), including information required to be disclosed in any shareholder circular, or for tax, financial reporting, audit or accounting purposes, whether or not the requirement for disclosure of such information has the force of law;

as may be required for the purpose of any arbitral or judicial proceedings arising out of this Agreement or the related agreements; or

with the written consent of the other Party.

GENERAL RESTRICTIONS

General

Exor shall, and shall procure that its Affiliates shall, not take any action that would have the effect of preventing the Philips Group from:

complying with their obligations under applicable laws and regulations; or

managing their affairs in accordance with the principles of good governance set out in the Dutch Corporate Governance Code (save as disclosed by Philips).

Exor shall, and shall procure that its Affiliates shall, not exercise any of its voting rights or other shareholder rights and powers attached to any Ordinary Shares held by Exor or its Affiliates, as the case may be, in a way that would be inconsistent with, or breach any of the provisions of this Agreement, applicable laws and regulations (including related to insider trading) or the Dutch Corporate Governance Code (including applicable deviations).

Other than the obligations set out in Clause 9.1.1 and 9.1.2, no limitations shall apply to Exor and its Affiliates in exercising their voting rights or other shareholder rights and powers attached to any Ordinary Shares held by Exor or its respective Affiliates, as the case may be.

Constitutional documents

DURATION AND TERMINATION

Duration and termination

This Agreement shall enter into force on the date hereof and terminate automatically upon the occurrence of the earlier of:

Exor no longer having the right to nominate the Exor Nominee pursuant to Clause 3.4 (Expiry of nomination right), the Exor Nominee ceasing to be a member of the Philips Supervisory Board, without Exor having nominated a replacement within eight (8) weeks (if applicable), or no Exor Nominee has been appointed pursuant to and subject to Clause 3.2.7, provided that in each of these events Clause 4.1.1 will continue to apply for a period of eighteen (18) months, the Lock-Up (as set out in Clause 6.2) will continue to apply until the earlier of (i) the expiry of the Lock-Up Period and (ii) a period of six (6) months and the other provisions of Clause 6 shall continue to apply for a period of twelve (12) months;

a Party becoming subject to bankruptcy or suspension of payments;

the Ordinary Shares ceasing to be admitted to listing on the regulated market of Euronext Amsterdam; or

the dissolution or liquidation of a Party, provided that if a Party ceases to exist as a result of a merger, demerger, conversion, or other similar corporate transaction, such Party’s legal successor shall be deemed to have become a party to this Agreement in such Party’s place and this Agreement shall not terminate,

Except as provided in Clause 10.1.1, this Agreement may only be terminated by mutual agreement of the Parties in writing.

VALIDITY

Signing

This Agreement does not have any legal effect until each Party has validly signed this Agreement.

If this Agreement is signed in counterparts, these counterparts will count as one agreement.

Invalidity

In this Clause 11.2 “enforceable” includes legal, valid and binding (and derivative terms are to be construed accordingly).

If any provision in this Agreement is held to be or becomes unenforceable (in each case either in its entirety or in part) under any law of any jurisdiction:

that provision will to the extent of its unenforceability be deemed not to form part of this Agreement but, subject to the restrictions of article 3:41 of the Dutch Civil Code, the enforceability of the remainder of this Agreement will not be affected; and

the Parties shall use reasonable efforts to agree a replacement provision that is enforceable to achieve so far as possible the intended effect of the unenforceable provision.

ENTIRE AGREEMENT

AMENDMENTS AND WAIVERS

Amendments and waivers

No deemed waivers

Further assurances

THIRD PARTY RIGHTS

it contains no stipulations for the benefit of a third party (derdenbedingen) which may be invoked by a third party against a Party; and

where this Agreement contains a stipulation for the benefit of a third party, this Agreement (including the relevant third party’s rights under this Agreement) may be terminated, amended, supplemented or waived (in each case either in its entirety or in part) without that third party’s consent.

RESCISSION, ERRORS AND SUSPENSION

No rescission; errors

No Party may fully or partly rescind (ontbinden) this Agreement.

If a Party has made an error (heeft gedwaald) in relation to this Agreement, it shall bear the risk of that error.

No suspension

NO ASSIGNMENT

NOTICES

Communications in writing

Addresses

GOVERNING LAW AND DISPUTE RESOLUTION

Governing law

Dispute resolution

Any dispute arising out of, or in connection with, this Agreement or other agreements and arrangements connected to or resulting from this Agreement, whether contractual or non-contractual, shall be submitted to the CEOs of Exor and Philips from time to time to be settled and resolved by them within twenty (20) Business Days of the matter being referred to them, following and upon the written request of either of the Parties.

If the dispute cannot be resolved by the CEOs of Exor and Philips within twenty (20) Business Days of the matter being referred to them in accordance with Clause 18.2.1, the Parties shall refer the dispute to proceedings under the rules of arbitration of the Netherlands Arbitration Institute (Nederlands Arbitrage

The arbitral tribunal will consist of three (3) arbitrators to be nominated and/or appointed as follows:

The claimant Party shall nominate one arbitrator in its request for arbitration, and the respondent Party shall nominate one arbitrator in its answer. If a Party fails to nominate an arbitrator, the relevant arbitrator will be appointed by the NAI;

The third arbitrator will act as chairman of the arbitral tribunal. The third arbitrator will be nominated jointly by the two arbitrators referred to in paragraph (a) above within 30 days of the date of the last of their confirmations and/or appointments. If these two arbitrators fail to nominate jointly the third arbitrator, that arbitrator will be appointed by the NAI.

The arbitral tribunal shall decide and make its arbitral award or awards in accordance with the applicable rules of law. The arbitral tribunal shall not assume the powers of an amiable compositeur or decide ex aequo et bono.

An arbitration pursuant to this Clause 18.2 shall not be consolidated with any other arbitration, whether on the basis of article 1046 of the Dutch Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering) or otherwise, except for another arbitration pursuant to this Clause 18.2.

The Parties shall not be entitled to any form of discovery or disclosure, and the arbitral tribunal shall have no power to order discovery or disclosure of (a) documentary evidence, (b) oral testimony, or (c) any other materials.

Severability

/s/ R.W.O Jakobs

/s/ F. Sijbesma

/s/ G. de Boer

Definitions

Headings and references to Clauses and Schedules

Headings have been inserted for convenience of reference only and do not affect the interpretation of any of the provisions of this Agreement.

A reference in this Agreement to:

a Clause is to the relevant clause of this Agreement; and

a Schedule is to the relevant schedule to this Agreement.

Legal terms

Other references

Whenever used in this Agreement, the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

Whenever used in this Agreement, the words “as of” shall be deemed to include the day or moment in time specified thereafter.

Any reference in this Agreement to any gender shall include all genders, and words importing the singular shall include the plural and vice versa.

[•] (the “New Shareholder”); and

[[•] (the “Original Shareholder”)].

[•] (the “Company”).

The Company and the Original Shareholder at the date of this deed of adherence are parties to a relationship agreement dated [•] (the “Agreement”;)

The Original Shareholder intends to transfer the Agreement to the New Shareholder

This Deed is made by the New Shareholder in compliance with Clause [•] of the Agreement.

The New Shareholder confirms that it has been supplied with a copy of the Agreement.

The New Shareholder undertakes to the each of the parties to the Agreement to be bound by the Agreement in all respects as if the New Shareholder was a Party to the Agreement and named in it as Exor and to observe and perform all the provisions and obligations of the Agreement applicable to or binding on Exor under the Agreement insofar as they fall to be observed or performed on or after the date of this Deed.

This Deed is made for the benefit of (a) the Parties to the Agreement and (b) every other person who after the date of the Agreement (and whether before or after the execution of this deed) assumes any rights or obligations under the Agreement or adheres to it.

The contact details of the New Shareholder are as follows:

This Deed shall be governed by and construed in accordance with the laws of the Netherlands. Any dispute arising out of, or in connection with, this Deed shall be resolved in accordance with the provisions of the Agreement.

English law as the governing law (which shall also apply to any non-contractual obligations arising out of or in connection with the Agreement); and

EUR as the Termination Currency.

Bank, unless an Event of Default has occurred and is continuing with respect to Bank in which case Counterparty may appoint a Leading Dealer in the relevant market (that is not an Affiliate of either of the parties) to act as Calculation Agent for so long as such Event of Default is continuing, provided that, if an Event of Default has occurred and is continuing with respect to both parties, Bank shall be the Calculation Agent.

Upon written request, the Calculation Agent shall provide promptly (and no later than two (2) Currency Business Days’ notice of such request) reasonable information to the Counterparty and (where Bank is not the Calculation Agent) Bank with respect to any calculation, determination or adjustment made by the Calculation Agent in respect of the Transaction (including any quotations, market data or information from internal or external sources used in making such determination, adjustment or calculation) however the Calculation Agent shall not be required to provide information which comprises proprietary or material non-public information or which would breach a duty of confidentiality to a third party. Bank and Counterparty may disclose such information to one or more Leading Dealers for the purposes of such disclosing party receiving advice as to whether the relevant calculation, determination or adjustment of the Calculation Agent is reasonable. The disclosure of such information and any consultation process shall be without prejudice to Counterparty’s rights to pursue any other contractual remedies it may choose to pursue. For the avoidance of doubt, no party shall be bound by any calculation, determination or adjustment that a Leading Dealer may propose.

To the extent reasonably practicable in the circumstances, the Calculation Agent will consult with Bank and Counterparty in respect of each calculation, determination or adjustment to be made by it in respect of the Transaction. If following any consultation in respect of an adjustment the Calculation Agent determines that in respect of the relevant matter or circumstance it could make alternative adjustments in accordance with the terms of this Confirmation that are economically neutral to Bank, the Calculation Agent shall, if Counterparty has expressed a preference in the consultation process, select the adjustment alternative preferred by Counterparty (if any). For the purposes of the foregoing,

“Leading Dealer” shall mean any of J.P. Morgan SE, Morgan Stanley Europe SE, Bank of America, N.A., Citibank, N.A., Barclays Bank PLC, UBS AG, Société Générale or BNP Paribas or any of their Affiliates.

All consents, orders, approvals, and other authorisations, whether governmental, corporate or other, required to have been obtained for the Transaction, this Confirmation and the Credit Support Documents (together the “Transaction Documents”) have been obtained or made and are in full force and effect and all disclosures required by applicable law or regulation to have been made in connection with the Transaction Documents, including, without limitation, the Shares, have been made;

Counterparty’s entry into and performance of its obligations under the Transaction Documents do not conflict with, result in a breach or violation of, or constitute a default under: (A) any material agreement or instrument to which Counterparty is a party or by which Counterparty is bound; or (B) any statute, rule or regulation applicable to, or any order of any court or governmental agency with jurisdiction over Counterparty or its Related Parties, as defined below;

Counterparty is acting for its own account, and has made its own independent decision to enter into the Transaction Documents and as to whether the Transaction Documents are appropriate or proper based upon Counterparty’s own judgment and upon advice from such legal, tax or other advisors as Counterparty has deemed necessary. Counterparty is not relying on any communication (written or oral) from Bank or any Affiliate of Bank as tax, accounting or legal advice or as a recommendation to enter into the Transaction Documents; it being understood that information and explanations related to the terms and conditions of the Transaction Documents will not be considered to be tax, legal or accounting advice or a recommendation to enter into the Transaction Documents. No communication (written or oral) received from Bank or any Affiliate of Bank will be deemed to be an assurance or guarantee as to the expected results of the Transaction Documents.

Counterparty is capable of assessing the merits of and understanding the consequences of the Transaction Documents (on Counterparty’s own behalf or through independent professional advice and has taken independent legal advice in connection with the Transaction Documents), and understand and accept, the terms, conditions and risks of the Transaction Documents. In particular, but without limitation, Counterparty has understood, evaluated and is willing to accept:

the legal requirements pertaining to the Transaction Documents;

the tax treatment of the Transaction Documents; and

the accounting treatment of the Transaction Documents;

Neither Counterparty nor anyone acting on Counterparty’s behalf has engaged in any behaviour which is designed to cause, has caused, or might reasonably be expected to cause, manipulation of the price of any security of the Issuer;

Counterparty is not entering into the Transaction Documents on the basis of, or is aware of, any inside or material, non-public information concerning the Issuer and the entry into and performance by it of its obligations under the Transaction does not and will not constitute a violation by it or any of Exor Nederland N.V., Exor S.A., Ancom USA Inc, Exor SN LLC, or Exor Investments Limited (each a “Related Party”) of applicable law or regulation prohibiting “insider dealing” or “market abuse”;

Counterparty has complied, and will comply at any time, with all disclosure or reporting requirements, if any, that may be relevant to the Transaction Documents in accordance with applicable legal or regulatory provisions or in accordance with any stock exchange regulation, including disclosure requirements imposed under market abuse rules or legal and regulatory provisions relating to the transparency of shareholdings of listed companies;

Counterparty is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has the power to execute, deliver and perform its obligations under the agreements described herein (and any other related documents) and has taken all necessary action to authorise such execution, delivery and performance;

Bank is not acting as a fiduciary for or an adviser to it in respect of the Transaction Documents;

Neither Counterparty nor its Related Parties (and in each case, its directors and officers) are directors of or persons exercising managerial responsibility over (or in each case, a person closely associated with any of them) the Issuer;

It is aware of the requirements of, and has discussed with its counsel the implications of Sections 13(d) and (g) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) in connection with entering into the Transaction;

Counterparty is and, after giving effect to the Transaction, will be in compliance with its reporting obligations under Section 13 of the Exchange Act, and Counterparty will provide Dealer with a reasonable opportunity to review and consult with it on any filings to be made in connection with the Transaction;

Counterparty is not as of the date of this Confirmation subject to the reporting requirements under Section 16 of the Exchange Act;

Counterparty’s acquisition of the Shares, (i) is not intended by Counterparty to be “hostile”, (ii) is not intended by Counterparty to constitute an acquisition of control of the Issuer or of a majority of ordinary shares in the Issuer, (iii) does not constitute a current intention to make a takeover bid by Counterparty, and (iv) is the only acquisition of ordinary shares in the Issuer currently taking place on behalf of Counterparty, other than those that have been publicly disclosed by Counterparty as of the date of this Confirmation, or where public disclosure is not required, have been disclosed directly to Bank, or that are being acquired from Bank or otherwise with the consent of Bank;

the Transaction and transactions contemplated by this Confirmation do not violate Section 14 of the Exchange Act or the rules and regulations promulgated thereunder. As of date of this Confirmation, neither Counterparty nor any of its Related Parties has announced, commenced or been engaged in, and at all times during the term of the Transaction, neither Counterparty nor any of its Related Parties shall announce, commence, take any substantial steps to commence or be engaged in, a tender offer (as such term is used in Section 14(d)(1) of the Exchange Act) with respect to the Shares or has the intention to do so;

Counterparty is, and after giving effect to the Transaction, will be, in compliance with any reporting obligations in respect of the Shares or the Transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; and

if Counterparty disclosed to a bank or financial institution (other than Bank) its intention to enter into a transaction having terms or structure similar to this Transaction, Counterparty has obtained from that bank or financial institution an undertaking to the effect that it will keep confidential its knowledge of Counterparty’s intentions with regard to such transaction and the commercial terms and structure of such transaction and that it will not use any such knowledge for its own benefit or for the benefit of any other person.

other than in accordance with the Agreement or as agreed between the parties, Counterparty will not and will procure that none of its Related Parties will purchase or sell (in each case, whether directly or indirectly) Shares during the Restricted Period, except for any Shares purchased or received by Counterparty or any Related Party in accordance with any rights issue, distribution, dividend (including any Extraordinary Dividend), spin-off or other corporate event attributable to Shares held directly or indirectly as of the date of this Confirmation, where “Restricted Period” means the period beginning on the date of this Confirmation and ending on (and including) the latest of:

the date falling three months after the date of this Confirmation; and

the Valuation Date;

other than in accordance with the Agreement or as agreed between the parties, Counterparty will not and will procure that none of its Related Parties will enter into any derivative transaction (being a call, put, forward or swap or any combination thereof (howsoever described)) that references the Shares (any such transaction being referred to for these purposes as a “Restricted Transaction”) during the Restricted Period; and

except with the consent of Bank (not to be unreasonably withheld or delayed), Counterparty will for the term of the Transaction maintain its place of incorporation and domicile as in effect at the date of this Confirmation.

Amendments to the ISDA Form:

Transfer:

a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, or reorganization, incorporation, reincorporation, or reconstitution into or as, another entity (but without prejudice to any other right or remedy under this Agreement) provided that the Transfer Conditions are met;

a party may make such a transfer of all or any part of its interest in any Early Termination Amount payable to it by a Defaulting Party, together with any amounts payable on or with respect to that interest and any other rights associated with that interest pursuant to Sections 8, 9(h) and 11; and

Bank may transfer this Agreement (in whole and not in part only) to any of Bank’s Affiliates, provided that the Transfer Conditions are met.

Equivalent Creditworthiness. The creditworthiness of such transferee is not materially weaker than that of the transferor immediately prior to such transfer.

No Gross Up. The remaining party will not be required to pay to the transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 9(h)) greater than the amount in respect of which the remaining party would have been required to pay to the transferor in the absence of such transfer;

No Withholding. The remaining party will not receive a payment from which an amount has been withheld or deducted, on account of a Tax under Section 2(d)(i) (except in respect of interest under Section 9(h)), in excess of that which the transferor would have been required to so withhold or deduct in the absence of such transfer, unless the transferee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such withholding or deduction;

Not Unlawful. As a result of such transfer, it will not become unlawful for either party to perform any obligation under this Agreement, nor will such transfer cause either party to breach any relevant rule or regulation by which it is bound in performing any obligation under this Agreement; and

No Event of Default. No Potential Event of Default, Event of Default or Termination Event will occur as a result of such transfer.

Cross Default

Credit Event Upon Merger

Notices:

Jurisdiction:

submits to the exclusive jurisdiction of the English courts; and

waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party.”

Process Agent:

Withholding Tax imposed on payments to non-US counterparties under the United States Foreign Account Tax Compliance Act.

2015 Section 871(m) Protocol

United States Internal Revenue Service Form:

ISDA 2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol:

Bank:

Counterparty:

Bank:

Counterparty:

ISDA 2013 EMIR Non-Financial Counterparty (NFC) Representation

U.S. Resolution Stay Provisions.

Recognition of the U.S. Special Resolution Regimes

In the event that Bank becomes subject to a proceeding under (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder or (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder (a “U.S. Special Resolution Regime”) the transfer from Bank of the Agreement or this Transaction, and any interest and obligation in or under, and any property securing, the Agreement or this Transaction, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Agreement or this Transaction, and any interest and obligation in or under, and any property securing, the Agreement or this Transaction were governed by the laws of the United States or a state of the United States.

In the event that Bank or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights (as defined in 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable (“Default Right”)) under the Agreement or this Transaction that may be exercised against Bank are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Agreement or this Transaction were governed by the laws of the United States or a state of the United States.

Limitation on Exercise of Certain Default Rights Related to an Affiliate’s Entry Into Insolvency Proceedings.

Counterparty shall not be permitted to exercise any Default Right with respect to the Agreement or this Transaction or any Affiliate Credit Enhancement that is related, directly or indirectly, to an Affiliate of the Bank becoming subject to receivership, insolvency, liquidation, resolution, or similar proceeding (an “Insolvency Proceeding”), except to the extent that the exercise of such Default Right would be permitted under the provisions of 12 C.F.R. 252.84, 12 C.F.R. 47.5 or 12 C.F.R. 382.4, as applicable; and

Nothing in the Agreement or this Transaction shall prohibit the transfer of any Affiliate Credit Enhancement, any interest or obligation in or under such Affiliate Credit Enhancement, or any property securing such Affiliate Credit Enhancement, to a transferee upon or following an Affiliate of Bank becoming subject to an Insolvency Proceeding, unless the transfer would result in the Counterparty being the beneficiary of such Affiliate Credit Enhancement in violation of any law applicable to the Counterparty.

U.S. Protocol

Preexisting In-Scope Agreements

ISDA BRRD II Protocol

Recognition of the German Bail-In Recognition Requirement

Additional Notice Details:

Offices:

Agreement to deliver documents

Credit Support Documents

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EXOR N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands, having its official seat (statutaire zetel) in Amsterdam, the Netherlands, registered with the Dutch trade register under number 64236277 (the “Chargor”);

GOLDMAN SACHS BANK EUROPE SE, as chargee (the “Chargee”); and

GOLDMAN SACHS INTERNATIONAL, as custodian pursuant to the Custody Agreement (the “Custodian”).

INTERPRETATION

Definitions

the designation by the Chargee of an Early Termination Date under the Master Agreement; or

the failure by the Chargor to pay any Early Termination Amount under the Master Agreement.

in relation to a Charged Property consisting of an Account:

any proceeds of sale, transfer, redemption, substitution, exchange, conversion or other disposal, or agreement for sale, transfer, redemption, substitution, exchange, conversion or other disposal, of;

any moneys or proceeds paid or payable (including interest and dividends) deriving from;

any rights (including to securities), claims, guarantees, indemnities, Security or covenants for title in relation to;

any awards or judgments in favour of the Chargor in relation to;

all other rights, powers, benefits and privileges, present and future, which the Chargor may have in respect of; and

any other assets or property deriving from,

in relation to any other Charged Property (including the Custody Agreement), all rights, powers, benefits and privileges, present and future, which the Chargor may have with respect thereto.

the Master Agreement;

the Confirmation;

any Security Document; and

any other document designated as such by the Chargee and the Chargor.

any requirement that any sale, assignment or other transfer or enforcement of such Charged Property be consented to or approved by any person, including, without limitation, the issuer thereof or any other obligor thereon;

any limitations on the type or status, financial or otherwise, of any purchaser, pledgee, assignee or transferee of such Charged Property;

any requirement of the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document of any person to the issuer of, any other obligor on or any registrar or transfer agent or registered office provider for, such Charged Property, prior to the sale, pledge, assignment or other transfer or enforcement of such Charged Property; and

any registration or qualification requirement or prospectus delivery requirement for such Charged Property pursuant to any relevant securities law,

the required delivery of any assignment, instruction or entitlement order from the seller, the Chargor, assignor or transferor of such Charged Property, together with any evidence of the corporate or other authority of such person;

the requirement to obtain any governmental or other regulatory approvals (including without limitation relating to foreign direct investment or antitrust);

any restriction applicable to the Chargor or the Charged Property by virtue of Rule 144 of the U.S. Securities Act of 1933; or

any restriction applicable to the Chargee by virtue of its constitutional documents or policies or any governmental or regulatory restrictions to which the Chargee is subject.

Incorporation of defined terms

Construction

Unless a contrary indication appears, any reference in this Deed to:

the “Chargor”, the “Custodian”, the “Chargee” or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Transaction Documents;

“assets” includes present and future properties, revenues and rights of every description;

“shares” includes stock, shares and other securities of any kind;

a “Transaction Document” or any other agreement or instrument is a reference to that Transaction Document or other agreement or instrument as amended, novated, supplemented, extended, restated (however fundamentally and whether or not more onerously);

“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

a “person” includes any individual, firm, company, exempted company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership, limited liability partnership, exempted limited partnership or other entity (whether or not having separate legal personality);

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, which is generally complied with by those to whom it is addressed) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

a provision of law is a reference to that provision as amended or re-enacted;

“including” means including, without limitation and “includes” and “included” will be constructed accordingly; and

a time of day is a reference to London time.

Section, Clause and Schedule headings are for ease of reference only.

Unless a contrary indication appears, a term used in any other Transaction Document or in any notice given under or in connection with any Transaction Document has the same meaning in that Transaction Document or notice as in this Deed.

This Deed is a Credit Support Document with respect to the Chargor (as Counterparty) for the purposes of the Master Agreement.

Miscellaneous

Separate security arrangements

Chargor intent

Miscellaneous

Unless expressly provided to the contrary in this Deed, the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Deed and no rights or benefits expressly or impliedly conferred by this Deed shall be enforceable under that Act against the Parties by any other person.

The Parties intend that this document shall take effect as a deed notwithstanding that any Party may only execute this document under hand.

COVENANT TO PAY

The Chargor, as primary obligor, covenants with the Chargee that it will pay or discharge promptly on demand all of the Secured Obligations on the date(s) on which such Secured Obligations become due or are expressed to become due and in the manner provided for in the relevant Transaction Document (for the avoidance of doubt, without prejudice to any grace periods provided thereunder).

The Chargor acknowledges to the Chargee that the amount secured by this Deed and in respect of which this Deed and the Transaction Security hereby created is enforceable is the full amount of the Secured Obligations as they may be from time to time.

CREATION OF SECURITY

charges, by way of first ranking fixed charge, all its rights, title and interest, both present and future, from time to time in and to the Account, the Charged Shares and Related Rights in respect thereof;

assigns absolutely to the Chargee, all its rights, title and interest, both present and future, from time to time, under the Custody Agreement; and

charges, by way of first ranking fixed charge, all its rights, title and interest, both present and future, from time to time in, to and under the Custody Agreement to the extent not assigned under paragraph (a).

FURTHER ASSURANCE

The Chargor shall promptly (and at its own cost and expense) do all such acts (including payment of all stamp duties or fees) or execute or re-execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Chargee may reasonably require (and in such form as the Chargee may reasonably require):

to create, perfect or protect the Security created or intended to be created under or evidenced by this Deed (which may include the execution or re-execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of this Deed) or for the exercise of any rights, powers and remedies of the Chargee or any Receiver provided by or pursuant to this Deed or by law; and/or

to facilitate the realisation of the assets which are, or are intended to be, the subject of the Security created under this Deed.

The Chargor shall (and at its own cost and expense) take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Chargee by or pursuant to this Deed.

NEGATIVE PLEDGE

The Chargor shall not create or permit to subsist any Security in or over any of the Charged Property or its equity of redemption in respect of all or any of them.

The Chargor shall not:

sell, transfer or otherwise dispose of any of the Charged Property on terms whereby they are or may be re-acquired by it;

enter into any repo transaction, equity derivative or synthetic derivative in respect of the Charged Property, other than pursuant to the Transaction Documents; or

enter into any other preferential arrangement with respect to any Charged Property having a similar effect,

Paragraphs (a) and (b) above do not apply to the Security or Quasi-Security created pursuant to the Security Documents or any Security arising by operation of law.

REPRESENTATIONS AND WARRANTIES

Nature of security

Title to Charged Property

The Chargor is:

is the sole and absolute legal and beneficial owner of the Charged Property (excluding the Charged Property referred to in paragraph (ii) below); and

the sole absolute beneficial owner of all of the Charged Shares and all other property or assets from time to time recorded in and represented by the Account.

All of the Charged Property is free and clear of any Security, Quasi-Security, option or other interest, trust or restriction in, on or over them, other than (i) the Security granted under the Security Documents and the Custody Agreement and (ii) in the case of the Charged Shares, a lien generally imposed on all securities in the clearing system through which the Charged Shares are held.

There is no prohibition on the creation of the Security over the Charged Property under the constitutional documents of the Chargor and no arrangements exist between the Chargor and any other party that have or would have a similar effect.

Charged Shares

not subject to any option to purchase or similar right, other than pursuant to the Transaction Documents;

free of any Transfer Restrictions; and

in book entry format held through Euroclear Nederland or any successor entity thereto.

CUSTODY ARRANGEMENTS

Chargor instructions and authorisations to Custodian

subject to paragraph (b), that the Custodian shall permit dealings by the Chargor of any kind (including, without limitation, by way of sale, transfer, withdrawal, closure, termination, modification, waiver or amendment) with respect to the Chargor’s rights, title and interest in and to the Charged Shares, the Account, Custody Agreement and any other Charged Property only with the consent of the Chargee;

prior to the delivery of a Voting Rights Notice, the Chargor shall be entitled to exercise or direct the exercise of the voting or other rights attached to the Charged Shares or other securities credited to the Account;

to disclose to the Chargee (without any reference to or further authority from the Chargor and without any enquiry by the Custodian as to the justification for the disclosure), all notices, statements and any information relating to the Account, the Charged Shares and other securities or rights credited to the Account and the other Charged Property;

to not do any of the following without the consent of the Chargee:

close the Account;

agree to or permit any modification, waiver or amendment of the terms of the Custody Agreement (including, without limitation, assigning the Custody Agreement to any person);

terminate the Custody Agreement;

identify, record and hold all Charged Property separately and not to commingle or pool the Charged Property with any other assets, and in such a manner that the identity and location of the Charged Property can be identified at any time;

not to register or otherwise hold any Charged Shares in the name of the Chargor;

maintain the Account in England and Wales at all times at the Custodian;

ensure that all rights in respect of the Charged Property (including without limitation any dividends or other distributions) are credited to the Account immediately;

not to deduct any fees or other amounts from the Account; and

to waive any lien (whether express in the Custody Agreement and/or implied by law).

Custodian acknowledgement

acknowledges and consents to the Security created or expressed to be created in respect of the Charged Property by the Chargor in favour of the Chargee pursuant to this Deed;

acknowledges, accepts and agrees to comply with the instructions and authorisations given by the Chargor in Clause 7.1;

confirms that there does not exist in its favour, and undertakes not to create, assert, claim or exercise, any mortgage, fixed or floating charge, lien, assignment, right of set-off or other security or similar interest of any kind or any agreement or arrangement having substantially the same economic or financial effect as any of the above (including any rights of counterclaim, rights of set-off or combination of accounts consolidation or any other equities) over or with respect to all or any part of the Account or the other Charged Property;

undertakes that, if it receives notice that any person other than the Chargee has or may have any right in, or has made or may be making any claim or demand or taking any action in respect of the Account or the Charged Property, it will give notice to the Chargee immediately;

confirms that it has not received any notice that any third party has or will have any right in, or has made or will be making any claim or demand or taking any action in respect of the rights of the Chargor under the Custody Agreement or in respect of the Account or the Charged Property;

confirms that there are no restrictions on the assignment of any of the Chargor’s right, title or interest in the Custody Agreement (including the Account), and all rights, benefits and interests whatsoever accruing to or for the benefit of the Chargor arising from the Custody Agreement belong to the Chargee; and

all remedies provided for in the Custody Agreement and/or available at law or equity, are exercisable by the Chargee.

Amendment to the Custody Agreement

the following provisions of the Custody Agreement shall not apply:

sub-paragraph 4.2.10 of Clause 4 (Representations, Warranties and Undertakings) of Part A (General Conditions);