Invitation
Annual General Meetingof Shareholders 2021

To the shareholders of Signify N.V.
The Board of Management is pleased to invite you to the company’s
Annual General Meeting on

Tuesday May 18, 2021 at 14:00 CETAgenda
1

Presentation by CEO Eric Rondolat

7

Composition of the Supervisory Board	Proposal to re-appoint Gerard van de Aast as
2

Remuneration report 2020

member of the Supervisory Board (voting item)	Advisory vote on the remuneration report 2020
(voting item)

8

Authorizations of the Board of Management to(a) issue shares or grant rights to acquire shares,

3Explanation of the policy on additions to reservesand (b) restrict or exclude pre-emptive rights

and dividendsa.	Proposal to authorize the Board ofManagement to issue shares or grant rights to4

Financial statements 2020

acquire shares (voting item)b.	Proposal to authorize the Board ofProposal to adopt the financial statements for theManagement to restrict or exclude pre-emptive

financial year 2020 (voting item)

rights (voting item)
5

Dividenda.	Proposal to declare an extraordinary cash

9

acquire shares in the company

dividend of EUR 1.35 per ordinary share against
the freely distributable reserves (voting item)

Authorization of the Board of Management to	Proposal to authorize the Board of Management toacquire shares in the company (voting item)b. 	Proposal to adopt a cash dividend of EUR 1.40
per ordinary share from the 2020 net income(voting item)

10 Cancellation of shares	Proposal to cancel shares in one or more tranches

6Discharge members of the Board of Management

as to be determined by the Board of Management

and the Supervisory Board(voting item)a.	Proposal to discharge the members of theBoard of Management in respect of their duties

11Any other businessperformed in 2020 (voting item)b.	Proposal to discharge the members of theSupervisory Board in respect of their duties
performed in 2020 (voting item)

2Signify Invitation Annual General Meeting of Shareholders 2021

Explanation agenda
1

Presentation by CEO Eric Rondolat
CEO Eric Rondolat will give a presentation on the performance of Signify in 2020.

2 Remuneration report 2020
The remuneration report 2020 is included in chapter 9 of the Annual Report 2020, which is available on thecompany’s website. The remuneration report explains the remuneration policies for the Board of Management
and the Supervisory Board, and the implementation of these policies in 2020.
In accordance with Dutch law, the remuneration report 2020 will be discussed and shareholders will havethe opportunity to cast an advisory vote on the remuneration report 2020. It is proposed to approve theremuneration report 2020.

3 Explanation of the policy on additions to reserves and dividends
CFO Javier van Engelen will explain Signify’s policy on additions to reserves and dividends.
See also section 11.4 (Capital allocation) of the Annual Report 2020.

4 Financial statements 2020Proposal to adopt Signify’s financial statements for the financial year 2020.

Signify Invitation Annual General Meeting of Shareholders 2021

35 Dividenda)	Proposal to declare an extraordinary cash dividend of EUR 1.35 per share against the freely distributablereserves
The proposed amount of this distribution is in line with the dividend proposal of EUR 1.35 for 2019, which waswithdrawn in March 2020 to ensure the company’s resilience and to strengthen its financial position during
the COVID-19 crisis.
b)Proposal to adopt a cash dividend of EUR 1.40 per ordinary share from the 2020 net income
This represents an increase of 4% compared with the dividend proposal of EUR 1.35 for 2019 that wassubsequently withdrawn (see above).

For each of these proposed dividends, if adopted by the General Meeting, the shares will be traded ex-dividend asof May 20, 2021 and the dividend record date for both dividends will be May 21, 2021. The payment date for both
dividends will be June 1, 2021.
A cash dividend is, in principle, subject to 15% Dutch dividend withholding tax, which will be deducted from thecash dividend paid to the shareholders. Some shareholders may be eligible to claim a tax credit for, or a refundof, the tax withheld, if certain conditions are met. Shareholders are advised to consult their tax advisor on theapplicable situation both with respect to withholding tax and the possibility to claim a tax credit for, or a refundof, the tax withheld, as well as the tax due (such as corporate income tax, personal income tax) on the dividend
received.

6 Discharge members of the Board of Management and the Supervisory Boarda)

Proposal to discharge the members of the Board of Management in respect of their duties performed in 2020
Proposal to discharge the members of the Board of Management in office during the financial year 2020 fromliability in respect of the performance of their respective duties in the financial year 2020. The proposed
discharge only extends to matters set forth in the Annual Report 2020 or otherwise disclosed to the General
Meeting prior to the adoption of the resolution to discharge.

b)

Proposal to discharge the members of the Supervisory Board in respect of their duties performed in 2020
Proposal to discharge the members of the Supervisory Board in office during the financial year 2020 fromliability in respect of the performance of their respective duties in the financial year 2020. The proposeddischarge only extends to matters set forth in the Annual Report 2020 or otherwise disclosed to the General
Meeting prior to the adoption of the resolution to discharge.

4Signify Invitation Annual General Meeting of Shareholders 2021

7Composition of the Supervisory Board
Proposal to re-appoint Gerard van de Aast as member of the Supervisory Board
In accordance with the articles of association of the company, the Supervisory Board has made a binding
nomination regarding the re-appointment of Gerard van de Aast as member of the Supervisory Board asfrom May 18, 2021. The term of the appointment will end at the closing of the Annual General Meeting tobe held in 2025.
Gerard van de Aast (Dutch, 63)
Gerard van de Aast was appointed as member of the Supervisory Board in May 2017 and has held
the position of Vice Chair of the Supervisory Board since January 2018. Previously, he was Chair of
the Boards of Management of Imtech and VolkerWessels. Currently, he is Chair of the Supervisory
Board of Nederlandse Spoorwegen (Dutch Railways) and member of the Supervisory Board ofWitteveen+Bos, and he is nominated to be appointed as a member of the Supervisory Board ofRoyal KPN N.V. as of April 14, 2021.
The Supervisory Board recommends the re-appointment of Gerard van de Aast in view of his extensive managerial
experience with technical services providers and construction services businesses, his experience in international
business and the way he fulfils his role as Vice Chair of the Supervisory Board and Chair of the Remuneration
Committee.
Gerard van de Aast holds no shares in the capital of the company and is considered an independent member of theSupervisory Board pursuant to the Dutch Corporate Governance Code.

8 Authorizations of the Board of Management to (a) issue shares or grant rights
to acquire shares, and (b) restrict or exclude pre-emptive rightsa)	Proposal to authorize the Board of Management to issue shares or grant rights to acquire shares
Proposal to authorize the Board of Management for a period of 18 months, effective as from May 18, 2021, toissue ordinary shares or grant rights to acquire ordinary shares, subject to the approval of the Supervisory
Board, up to a maximum of 10% of the issued capital as at May 18, 2021.
b)	Proposal to authorize the Board of Management to restrict or exclude pre-emptive rights
Proposal to authorize the Board of Management for a period of 18 months, effective as from May 18, 2021, torestrict or exclude pre-emptive rights accruing to shareholders, subject to the approval of the Supervisory
Board, in connection with ordinary share issues pursuant to the authorization described under a) of thisagenda item above.
The proposals under a) and b) are intended to give the Board of Management flexibility in financing the company
in the most efficient manner, in covering obligations arising from the company’s long-term incentive performance
share plan and other employee share plans, and in the context of mergers, acquisitions and/or strategic alliances.

Signify Invitation Annual General Meeting of Shareholders 2021

5

Adoption of these proposals by the General Meeting will replace the current authorizations of the Board ofManagement to (i) issue ordinary shares or grant rights to acquire ordinary shares, and (ii) restrict or exclude preemptive rights, which were granted by the General Meeting on May 19, 2020.

9 Authorization of the Board of Management to acquire shares in the company
Proposal to authorize the Board of Management for a period of 18 months, effective as from May 18, 2021, tocause the company to acquire ordinary shares on the stock exchange or otherwise, subject to the approval of theSupervisory Board, at a price between the nominal value of the ordinary shares and 110% of the market price ofthe ordinary shares on Euronext Amsterdam (the market price being the average of the highest price on each ofthe five days of trading prior to the date of acquisition, as shown in the Official Price List of Euronext Amsterdam),
provided that the maximum number of ordinary shares the company may acquire and hold, does not exceed 10%of the issued share capital as at May 18, 2021, plus an additional 10% of the issued capital as at that same date inconnection with the execution of share repurchases for capital reduction purposes.
The purpose of this proposal is to give the Board of Management flexibility in repurchasing ordinary shares in thecompany for, amongst others, the return of capital to its shareholders and/or, to the extent such authorizationis required, to fulfil the company’s obligations under its long-term incentive performance share plan and otheremployee share plans.
Adoption of this proposal by the General Meeting will replace the current authorization of the Board ofManagement to repurchase shares which was granted by the General Meeting on May 19, 2020.

10 Cancellation of shares
Proposal to cancel any or all ordinary shares in the share capital of the company held or to be acquired by thecompany under the authorization referred to under agenda item 9, resulting in a reduction of the company’sissued ordinary shares. The cancellation may be executed in one or more tranches. The number of shares thatwill be cancelled shall be determined by the Board of Management, with a maximum of the number of shares that
may be acquired in accordance with the authorization referred to under agenda item 9. Pursuant to the relevant
statutory provisions, cancellation may not be effected until two months after the resolution to cancel shares isadopted and publicly announced; this will apply for each tranche.
The purpose of this proposal is cancellation of ordinary shares held by the company or that will be acquired inaccordance with the authorization referred to under agenda item 9, to the extent that such shares shall not be
used to cover obligations under share-based remuneration or other obligations.

6Signify Invitation Annual General Meeting of Shareholders 2021

Registration for the AGM and voting
The procedures for registration and voting at the Annual

Live video webcast of the AGM

General Meeting of Shareholders of Signify N.V. onTuesday May 18, 2021 (the ‘AGM’) are described below.

The meeting can be followed via a live video webcast
that will be available via the company’s website(www.signify.com/agm). The webcast will start May 18,

AGM documents

2021, at 14:00 CET.

The following meeting documents are available on theRecord Datecompany’s website:• The AGM agenda and the explanatory notes to theagenda

Persons will be entitled to vote and to virtually• A document containing instructions on registration
for the AGM and voting

attend the AGM, provided they (1) are registered as ashareholder of Signify N.V. on Tuesday April 20, 2021,• Signify N.V.’s Annual Report 2020, including theafter processing of all settlements of that date (thefinancial statements for the financial year 2020,‘Record Date’) in the register mentioned below, andother information required by the Dutch Civil Code,(2) have registered for the AGM in accordance with thethe reports of the Board of Management and theprocedure as set out below (the ‘Shareholders’).

Supervisory Board and the remuneration report 2020
The Board of Management has designated as register:
These documents are also available for inspection andthe administrations at the Record Date of the banks

can be obtained free of charge at the office of theand brokers which are intermediaries (intermediairs)

company, Herikerbergweg 102, 1101 CM Amsterdam or atof Euroclear Nederland within the meaning of theABN AMRO via e-mail ava@nl.abnmro.com.

Dutch Securities Giro Transfer Act (Wet giraaleffectenverkeer).

Virtual Meeting - COVID-19
To protect the health and safety of all participantsin connection with the COVID-19 pandemic andconsidering the temporary legislative measures from theDutch government, the AGM will be held virtually. Signify
invites its shareholders to vote by proxy prior to themeeting, to ask questions as much as possible prior
to the meeting, and to follow the meeting via thelive video webcast on the company’s website(www.signify.com/agm). More details can be foundbelow.

Signify Invitation Annual General Meeting of Shareholders 2021

7

Registration for the AGM

Questions prior to and during the AGM

Shareholders can register for the AGM from Wednesday

Shareholders who registered and provided voting

April 21, 2021 up to and including Tuesday May 11,

instructions for the meeting may submit questions on

2021, before 17:00 CET as follows. Shareholders canthe agenda items to the company via e-mail, preferably

register via www.abnamro.com/shareholder or via thein English, at IR@signify.com. We kindly request

intermediary where their shares are administered.

shareholders to submit questions by Tuesday May 11,2021, before 17:00 CET though ultimately three days

The intermediaries must provide ABN AMRO no later

before the start of the meeting (with a possibility ofthan Wednesday May 12, 2021, at 13:00 CET with anfollow-up questions during the meeting via chat).

electronic statement that includes the number of shares
held by the relevant Shareholder on the Record Date

Shareholders who registered and provided voting

and the number of shares which have been applied for

instructions for the meeting may also ask live questions

registration. Upon registration, ABN AMRO will issue aon the agenda items to the company, preferably

registration certificate for each Shareholder via thein English, during the meeting via chat if they haverelevant intermediaries, including a unique registration

submitted a request to this end by email tonumber for each shareholder.

IR@signify.com before Tuesday May 11, 2021,
before 17:00 CET. Upon receipt of such request,Signify will provide a link and instructions on how to use

Voting by proxy

the chat.

Shareholders registered in accordance with the

When submitting questions prior to the meeting orprocedure stated above, may give a proxy including

submitting a request to ask live questions during thevoting instructions electronically to civil-law

meeting, shareholders are kindly requested to state thenotary Cindy Smid or her substitute from Zuidbroekunique registration number stated on their registration

Corporate Law Notaries. Shareholders can do so via

certificate. Shareholders who registered and provided

www.abnamro.com/shareholder (available as fromvoting instructions for the meeting though who did not

April 21, 2021) no later than Tuesday May 11, 2021

receive such number can reach out to ABN AMRO via

before 17:00 CET. The civil law notary will cast such

ava@nl.abnamro.com.

votes electronically or in writing ahead of the meeting.

April 1, 2021
Signify N.V.
Board of Management

8Signify Invitation Annual General Meeting of Shareholders 2021

Contact Signify
Investor Relations
E: IR@signify.com
T: +31 20 24 55340
https://www.signify.com/global/
our-company/investors