(Philips 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) Initial Public Offering of 37,500,000 ordinary shares Koninklijke Philips N.V. (the “Selling Shareholder”) is offering 37,500,000 ordinary shares in the share capital of the Company (as defined below) with a nominal value of €0.01 each (the “Offer Shares”, which include, unless the context indicates otherwise, the Over-Allotment Shares (as defined below)). Assuming no exercise of the Over-Allotment Option (as defined below), the Offer Shares will constitute 25% of the issued and outstanding ordinary shares in the share capital of the Company with a nominal value of €0.01 each (the “Ordinary Shares”). Except where the context otherwise requires, references to the Ordinary Shares will be deemed to include the Offer Shares. Assuming the Over-Allotment Option is fully exercised, the Offer Shares will constitute 28.75% of the Ordinary Shares. See “The Offering”. The offering of the Offer Shares (the “Offering”) consists of (i) a public offering in the Netherlands to institutional and retail investors and (ii) a private placement to (a) investors outside the Netherlands and the United States of America (the “U.S.”or“United States”) subject to applicable exemptions from the prospectus requirements and (b) investors in the United States reasonably believed to be “qualified institutional buyers” (“QIBs”) as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) (“Rule 144A”). All offers and sales in the United States will be made only to persons reasonably believed to be QIBs in reliance on Rule 144A. All offers and sales outside the United States will be made in compliance with Regulation S under the U.S. Securities Act (“Regulation S”). Prior to the Offering, there has been no public market for the Ordinary Shares. Application has been made to list and admit all of the Ordinary Shares to trading under the symbol “LIGHT” on Euronext in Amsterdam, a regulated market of Euronext Amsterdam N.V. (“Euronext Amsterdam”). Subject to acceleration or extension of the timetable for the Offering, 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”). The price of the Offer Shares (the “Offer Price”) is expected to be in the range of €18.50 to €22.50 (inclusive) per Offer Share (the “Offer Price Range”) The Offering will take place from 9:00 Central European Time (“CET”) on 16 May 2016 until 12:00 CET on 26 May 2016 for prospective institutional investors and from 9:00 CET on 16 May 2016 until 17:30 CET on 25 May 2016 for prospective retail investors (the “Offering Period”), subject to acceleration or extension of the timetable for the Offering, and subject as set out below for the Preferential Retail Allocation (as defined below). The Offer Price Range is indicative. The Offer Price and the exact number of Offer Shares offered in the Offering will be determined by the Selling Shareholder, after consultation with the Company and the Joint Global Coordinators (as defined below), after the end of the Offering Period on the basis of the bookbuilding process and taking into account economic and market conditions, a qualitative and quantitative assessment of demand for the Offer Shares and other factors deemed appropriate. The Offer Price and the exact numbers of Offer Shares to be sold will be stated in a pricing statement (the “Pricing Statement”) which will be published through a press release and filed with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the “AFM”). Prior to the allocation of the Offer Shares (the “Allocation”), the number of Offer Shares can be increased or decreased and the Offer Price Range can be changed. Any change of the Offer Price Range on the last day of the Offering Period will result in the Offering Period being extended by at least two business days; any change of the Offer Price Range on the day prior to the last day of the Offering Period will result in the Offering Period being extended by at least one business day. In this case, if the Offering Period for Dutch Retail Investors (as defined below) would already have closed, this Offering Period for Dutch Retail Investors would be reopened. Accordingly, all investors, including Dutch Retail Investors, will have at least two business days to reconsider their subscriptions. Any such change in the number of Offer Shares and/or the Offer Price Range will be announced in a press release. There will be a preferential allocation of Offer Shares to eligible retail investors in the Netherlands (the “Preferential Retail Allocation”). Each eligible retail investor in the Netherlands (each a “Dutch Retail Investor”) will be allocated the first 250 (or fewer) Offer Shares for which such investor applies, provided that if the total number of Offer Shares subscribed for by Dutch Retail Investors under the Preferential Retail Allocation would exceed 10% of the total number of Offer Shares, assuming no exercise of the Over-Allotment Option, the preferential allocation to each Dutch Retail Investor may be reduced pro rata to the first 250 (or fewer) Offer Shares for which such investor applies. As a result, Dutch Retail Investors may not be allocated all of the 250 (or fewer) Offer Shares that they apply for. The exact number of Offer Shares allocated to Dutch Retail Investors will be determined after the Offer Period has ended. To be eligible for the Preferential Retail Allocation, Dutch Retail Investors must place their subscriptions during the period commencing on 16 May 2016 at 9:00 CET and ending on 25 May 2016 at 17:30 CET through financial intermediaries. Subject to acceleration or extension of the timetable for the Offering, payment (in euro) for, and delivery of, the Offer Shares (“Settlement”) is expected to take place on or about 31 May 2016 (the “Settlement Date”). If Settlement does not take place on the Settlement Date as planned or at all, the Offering may be withdrawn, in which case all subscriptions for Offer Shares will be disregarded, any allotments made will be deemed not to have been made and any subscription payments made will be returned without interest or other compensation. Any transactions in Offer Shares prior to Settlement are at the sole risk of the parties concerned. The Company, the Selling Shareholder, ING (as defined below) as listing and paying agent (the “Listing and Paying Agent”), the Underwriters (as defined below), the Financial Adviser (as defined below) and Euronext Amsterdam N.V. do not accept responsibility or liability towards any person as a result of the withdrawal of the Offering or the (related) annulment of any transactions in Offer Shares. INVESTING IN THE OFFER SHARES INVOLVES RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE 51 OF THIS PROSPECTUS FOR A DESCRIPTION OF CERTAIN RISKS THAT SHOULD BE CAREFULLY CONSIDERED BEFORE INVESTING IN THE OFFER SHARES. Philips Lighting N.V. (at the date of this prospectus (the “Prospectus”) still a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) named Philips Lighting NewCo B.V.) (the “Company”) will be converted into a public company with limited liability (naamloze vennootschap) prior to Settlement. Goldman Sachs International and J.P. Morgan Securities plc (“J.P. Morgan”) are acting as joint global coordinators (in such and any other capacity, the “Joint Global Coordinators”) and, together with Citigroup Global Markets Limited (“Citigroup”), ING Bank N.V. (“ING”), Morgan Stanley & Co. International plc (“Morgan Stanley”) and Société Générale Corporate & Investment Banking (“Société Générale”) as joint bookrunners for the Offering (the “Joint Bookrunners”). ABN AMRO Bank N.V. (“ABN AMRO”) and Coöperatieve Rabobank U.A. (“Rabobank”) are acting as co-bookrunners (the “Co-Bookrunners”) and together with the Joint Global Coordinators, the Joint Bookrunners, the “Underwriters”) for the Offering. N.M. Rothschild & Sons Limited (“Rothschild”) is acting as the financial adviser to the Selling Shareholder for the Offering (the “Financial Adviser”). The Offer Shares will be delivered in book-entry form through the facilities of Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. (“Euroclear Nederland”). The Selling Shareholder expects to grant the Joint Global Coordinators, on behalf of the Underwriters, an option (the “Over-Allotment Option”), exercisable within 30 calendar days after the First Trading Date, pursuant to which Goldman Sachs International, as the stabilization manager (the “Stabilization Manager”), may require the Selling Shareholder to sell at the Offer Price up to a number of Ordinary Shares equal to 15% of the total number of Offer Shares sold in the Offering (the “Over-Allotment Shares”), to cover over-allotments or short positions, if any, in connection with the Offering. The Offering is only made in those jurisdictions in which, and only to those persons to whom, the Offering may be lawfully made. The Company is not taking any action to permit a public offering of the Offer Shares in any jurisdiction outside the Netherlands. The Ordinary Shares have not been, and will not be, registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States, and are being offered and sold: (i) in the United States only to persons reasonably believed to be QIBs in reliance on Rule 144A; and (ii) outside the United States in compliance with Regulation S. Prospective purchasers are hereby notified that sellers of Offer Shares may be relying on the exemption from the provisions of Section 5 of the U.S.