PRICING STATEMENTPHILIPS LIGHTING N.V.

(a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands,
with its corporate seat in Eindhoven, the Netherlands)
2

Initial public offering of 37,500,000 ordinary shares at a price of €20.00 per Offer ShareThis pricing statement (the “Pricing Statement”) relates to the Offering as referred to in the prospectus of Philips Lighting N.V. (at the date of thisPricing Statement still a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) named Philips Lighting Newco B.V.)(the “Company”) dated 16 May 2016 (the “Prospectus”). The Offering consists of: (i) a public offering in the Netherlands to institutional and retailinvestors and (ii) a private placement to certain institutional and other investors that qualify under available offering exemptions in various otherjurisdictions. The Offer Shares are being offered: (i) by private placement within the United States of America (the “US”), to persons reasonably
believed to be “qualified institutional buyers” as defined in, and in reliance on, Rule 144A under the US Securities Act of 1933, as amended (the “USSecurities Act”), and (ii) outside the US, where all offers and sales of the Offer Shares will be made in compliance with Regulation S under the USSecurities Act.
This Pricing Statement has been prepared in accordance with section 5:18(2) of the Dutch Financial Markets Supervision Act (Wet op het financieeltoezicht; the “FMSA”) and has been filed with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the“AFM”). This Pricing Statement is being made generally available in the Netherlands in accordance with section 5:21(3) of the FMSA.
This Pricing Statement must be read in conjunction with the Prospectus. Terms used and not defined herein have the meaning ascribed tothem in the Prospectus.
There is currently no public market for the Ordinary Shares. Application has been made to list the Ordinary Shares, under the symbol “LIGHT” on
Euronext in Amsterdam, a regulated market of Euronext Amsterdam N.V. (“Euronext Amsterdam”). Trading on an “as-if-and-when-delivered” basis
in the Ordinary Shares on Euronext Amsterdam is expected to commence on or about 27 May 2016 (the “First Trading Date”). Payment (in euro) for,and delivery of, the Offer Shares are expected to take place on or about 31 May 2016 (the “Settlement Date”).
INVESTING IN THE OFFER SHARES INVOLVES RISKS. SEE “RISK FACTORS” IN THE PROSPECTUS FOR A DESCRIPTION OF
CERTAIN RISKS THAT SHOULD BE CAREFULLY CONSIDERED BEFORE INVESTING IN THE OFFER SHARES.
The Offering Period has ended today. The Offer Price has been determined at €20.00 per Offer Share taking into account the conditions describedin “The Offering” in the Prospectus. The number of Offer Shares has been determined at 37,500,000. Pursuant to the Over-Allotment Option, theStabilization Manager may require Koninklijke Philips N.V. (the “Selling Shareholder”) to sell at the Offer Price up to 5,625,000 additional OrdinaryShares (the additional Ordinary Shares the “Over-Allotment Shares”) to cover over-allotments or short positions, if any, in connection with theOffering.
Immediately following the Settlement Date, and subject to Settlement occurring, the Company will have an issued ordinary share capital of€1,500,000 divided into 150,000,000 Ordinary Shares (nominal value, €0.01 per Share); and the Selling Shareholder will hold (i) assuming no exerciseof the Over-Allotment Option, 112,500,000 Ordinary Shares representing 75.0% of the issued share capital of the Company, and (ii) assuming full
exercise of the Over-Allotment Option, 106,875,000 Ordinary Shares representing 71.25% of the issued share capital of the Company. 1In connection with the Offering, Goldman Sachs International, as the Stabilization Manager, or any of its agents, on behalf of the Underwriters may(but will be under no obligation to), to the extent permitted by applicable law, over-allot Ordinary Shares up to a maximum of 15% of the total numberof Offer Shares sold in the Offering or effect other transactions with a view to supporting the market price of the Ordinary Shares at a higher level thanthat which might otherwise prevail in the open market. The Stabilization Manager is not required to enter into such transactions and such transactions
may be effected on any securities market, over-the-counter market, stock exchange (including Euronext Amsterdam) or otherwise and may beundertaken at any time during the period commencing on the First Trading Date and ending no later than 30 calendar days thereafter. The Stabilization
Manager or any of its agents will not be obligated to effect stabilizing transactions, and there will be no assurance that stabilizing transactions will beundertaken. Such stabilizing transactions, if commenced, may be discontinued at any time without prior notice. Save as required by law or regulation,neither the Stabilization Agent nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilizing transactions under theOffering.
The Offer Shares have not been and will not be registered under the US Securities Act. Any Offer Shares will be subject to certain sellingand transfer restrictions as described in “Selling and Transfer Restrictions” in the Prospectus.
Joint Global Coordinators and Joint Bookrunners
Goldman Sachs International

J.P. Morgan
Joint Bookrunners

Citigroup

ING

Morgan Stanley
Co-Bookrunners

ABN AMRO

Société Générale Corporate &Investment Banking
Rabobank

Financial Adviser to the Selling Shareholder
RothschildThis Pricing Statement is dated 26 May 20161

In each case excluding the effect of the sale of Ordinary Shares by the Selling Shareholder to the CEO and CFO of the Company as disclosed in the Prospectus.