Form G

Commonwealth of AustraliaCompetition and Consumer Act 2010 - subsection 93 (1)

NOTIFICATION OF EXCLUSIVE DEALING

To the Australian Competition and Consumer Commission:

Notice is hereby given, in accordance with subsection 93 (1) of the Competition andConsumer Act 2010, of particulars of conduct or of proposed conduct of a kind referred tosubsections 47 (2), (3), (4), (5), (6), (7), (8) or (9) of that Act in which the person giving noticeengages or proposes to engage.

1 Applicant

(a) Name of person giving notice

Philips Lighting Australia Limited ACN 606 173 648 (Philips).

(b) Short description of business carried on by that person

Philips is a technology company which manufactures consumer products in arange of categories including cardiac care, acute and home health care,lighting, personal care and consumer appliances. Philips supplies theseproducts to third-party distributors and on-suppliers in Australia. In addition tothese channels, Philips also supplies its home healthcare products directly toconsumers.

(c) Address in Australia for service of documents on that person

C/- Nick McHughPartner

Norton Rose Fulbright Australia

Level 18, Grosvenor Place

225 George Street

Sydney NSW 2000

2 Notified arrangement

(a) Description of the goods or services in relation to the supply oracquisition of which this notice relates

Philips' range of consumer electronics and appliances, including (but notlimited to):

(i) coffee machines;

(ii) kitchen appliances;

(iii) vacuum cleaners;

(iv) hair dryers and straighteners;

(v) garment care products such as irons;

(vi) personal grooming products, such as electric shavers, clippers, bodyhair trimmers, epilators and laser hair removal systems;

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12 9 JUL 2015

(vii) electric toothbrushes and other dental care devices;

(viii) baby care products under the Avent brand, such as bottles, bottlewarmers, baby monitors, and breast pumps;

(ix) lighting products such as lamps and light bulbs; and

(x) consumer medical and healthcare products, such as oxygenconcentrators, nebulizers, ventilators, and sleep therapy products.

(b) Description of the conduct or proposed conduct

This conduct is identical to the conduct notified by other Philips entities underregistration numbers N98333 to N98336.

Philips proposes to offer consumers certain benefits from time to time, which

may include:

(i) supplying consumers with certain products, vouchers, gift cards, or

similar benefits, free of charge;

(ii) providing customers a rebate, by cheque or electronic funds transfer,

of part of the purchase price of Philips products;

(iii) offering consumers a discount on certain Philips products; or

(iv) offering consumers an opportunity to enter games of chance or skill

to become eligible to win certain products, vouchers, gift cards, cash,or similar benefits,

(together, Benefits),

on the condition that consumers are members of certain participatingmembership groups. Examples of such membership groups include WeightWatchers Australia, health and fitness clubs, industry bodies like the LightingCouncil of Australia and fresh food suppliers like Lilydale.

For example, Philips may make a certain discount available exclusively tomembers of Weight Watchers Australia where they purchase a particularPhilips product.

Philips will administer the provision of Benefits directly or sometimes throughan agent or the relevant membership group. In order to receive the Benefit,

consumers may be required to complete a form providing their details

(including relevant membership details), to present the relevant membershipcard at the point of sale or to provide other evidence as set out in the terms

and conditions for the promotion. The requirements may vary depending onthe promotion.

19 JUL ZQ15

Terms and conditions will apply to the Benefits from time to time, and the

offer of any Benefit will be conditional on compliance with those terms andconditions.

Persons, or classes of persons, affected or likely to be affected by the notifiedconduct

(a) Class or classes of persons to which the conduct relates

Any person who is a member of a participating membership group.

(b) Number of those persons

(i) At present time

Not known.

(ii) Estimated within the next year

Not possible to estimate, but at least more than 50.

(c) Where number of persons stated in item 3 (b) (i) is less than 50, theirnames and addresses

See item 3(b)(ii) above.

Public benefit claims

(a) Arguments in support of notification

The proposed conduct will result in a number of public benefits including thefollowing:

(i) members of participating membership groups will be able to receive

the Benefits at no additional cost;

(ii) there is no compulsion on members of the relevant membership

groups to purchase any Philips product - taking advantage of the

Benefits is entirely voluntary;

(iii) providing the Benefits is likely to lift the profile of the participatingmembership groups, which may enhance their own competiveness

(where applicable);

(iv) offering the Benefits may encourage participating membershipgroups to promote Philips products and the Philips brand, also in

furtherance of vigorous competition;

(v) consumers who are not members of a participating membershipgroup will continue to be able to purchase relevant products on theusual terms;

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23 JUL 2315

(vi) offering the Benefits will encourage Philips' competitors to entice

consumers with similar offers and benefits, improving competition;

and

(vii) as some of Philips' competitors in certain markets already entice

other groups of consumers with similar offers and benefits, permitting

Philips to offer the Benefits will improve consumer choice in those

markets overall.

(b) Facts and evidence relied upon in support of these claims

See items 4(a)(i) to (vii) above.

5 Market definition

Provide a description of the market(s) in which the goods or services describedat 2 (a) are supplied or acquired and other affected markets including:significant suppliers and acquirers; substitutes available for the relevant goodsor services; any restriction on the supply or acquisition of the relevant goodsor services (for example geographic or legal restrictions)

The products proposed to be covered by the Benefits are supplied to consumers in

the national retail markets for acute and home health care, lighting, personal care and

consumer appliances. These markets are highly competitive. For example, Philips'

consumer appliances are sold by home appliance retailers such as Harvey Norman,

through department stores David Jones and Myer, and through smaller specialty

stores such as the Shaver Shop. Philips' products are also sold by online retailers.

Philips intends to offer Benefits from time to time in the product categories shown in

the table below. In all of these categories, Philips faces vigorous competition from a

number of manufacturers and brands, including those set out in column 2 of the table

below.

Product category Key competitors of Philips

Coffee machines De'Longhi, Jura, Nespresso

Kitchen appliances Breville, Sunbeam, Tefal

Vacuum cleaners Electrolux, Dyson

Hair dryers and straighteners Vidal Sassoon, Remington

Garment care products such as irons Tefal, Sunbeam, Russell Hobbs

Personal grooming products, such as electricshavers, clippers, body hairtrimmers, epilatorsand laser hair removal systems

Braun, Panasonic, Remington,Wahl, Silk'N

Electric toothbrushes and other dental caredevices

Oral B, Colgate

Baby care products, such as bottles, bottlewarmers, baby monitors, and breast pumps

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2 9 JUL 2013

Product category Key competitors of Philips

Lighting products, such as lamps and lightbulbs

Mirabella, Osram, GE

Consumer home medical and healthcareproducts, such as oxygen concentrators,nebulizers, ventilators, and sleep therapyproducts

Resmed, Fisher & Paykel

Public detriments

(a) Detriments to the public resulting or likely to result from thenotification, in particular the likely effect of the notified conduct on theprices of the goods or services described at 2 (a) above and the pricesof goods or services in other affected markets

There are no foreseeable public detriments that could arise from Philips

offering the Benefits, as:

(i) consumers who are not members of participating membership

groups will be in the same position regarding access to Philips

products as they would be in the absence of the Benefits being

offered;

(ii) consumers who are not members of participating membership

groups will be under no obligation to become a member of any

participating membership group; and

(b)

(iii) there is a significant degree of competition among both

manufacturers and retailers for the supply of the products in relation

to which Philips proposes to offer the Benefits. The offer of

promotions similar to the Benefits is common in these markets and

demonstrates a high degree of contestability. The proposed Benefits

can only be expected to enhance that rivalry.

Facts and evidence relevant to these detriments

See items 6(a)(i) to (iii) above.

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Further information

(a) Name, postal address and contact telephone details of the person authorisedto provide additional information in relation to this notification

Nick McHugh

Norton Rose Fulbright Australia

GPO Box 3872, Sydney NSW 2001

DX 368 Sydney

Direct line: 02 9330 8028

Dated 29 July 2015

Signed op behalf of Philips

Jicholas'P McHugh'artner

Norton Rose Fulbright Australia

Date: 29 July 2015

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2 9 JUL 2015

Form G

Commonwealth of AustraliaCompetition and Consumer Act 2010 - subsection 93 (1)

NOTIFICATION OF EXCLUSIVE DEALING

To the Australian Competition and Consumer Commission:

Notice is hereby given, in accordance with subsection 93 (1) of the Competition andConsumer Act 2010, of particulars of conduct or of proposed conduct of a kind referred tosubsections 47 (2), (3), (4), (5), (6), (7), (8) or (9) of that Act in which the person giving noticeengages or proposes to engage.

1 Applicant

(a) Name of person giving notice

Philips Lighting Australia Limited ACN 606 173 648 (Philips).

(b) Short description of business carried on by that person

Philips is a technology company which manufactures consumer products in arange of categories including cardiac care, acute and home health care,lighting, personal care and consumer appliances. Philips supplies theseproducts to third-party distributors and on-suppliers in Australia. In addition tothese channels, Philips also supplies its home healthcare products directly toconsumers.

(c) Address in Australia for service of documents on that person

C/- Nick McHugh

Partner

Norton Rose Fulbright Australia

Level 18, Grosvenor Place

225 George Street

Sydney NSW 2000

2 Notified arrangement

(a) Description of the goods or services in relation to the supply oracquisition of which this notice relates

Philips' range of consumer electronics and appliances, including (but not

limited to):

(i)

(ii)

(iii)

(iv)

(V)

(vi)

coffee machines;

kitchen appliances;

vacuum cleaners;

hair dryers and straighteners;

garment care products such as irons;

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2 9 JUL 2313

personal grooming products, such as electric shavers, clippers, bodyhairtrimmers, epilators and laser hair removal systems;

1

(vii) electric toothbrushes and other dental care devices;

(viii) baby care products under the Avent brand, such as bottles, bottlewarmers, baby monitors, and breast pumps;

(ix) lighting products such as lamps and light bulbs; and

(x) consumer medical and healthcare products, such as oxygenconcentrators, nebulizers, ventilators, and sleep therapy products.

(b) Description of the conduct or proposed conduct

This conduct is identical to the conduct notified by other Philips entities underregistration numbers N97493 to N97499.

Philips proposes to:

(i)

(ii)

supply consumers with certain products, vouchers, gift cards, or

similar benefits free of charge (Bonuses); or

provide customers a rebate, by cheque or electronic funds transfer,

of part of the purchase price of Philips products (Cashbacks); or

(iii) offer consumers an opportunity to enter games of chance or games

of skill and become eligible to win certain products, vouchers, gift

cards, cash, or similar benefits (Competitions),

on the condition that those consumers acquire certain Philips products

(Eligible Products) from participating third-party suppliers (Promotions).

Philips will not supply a Bonus, provide a Cashback or offer an opportunity to

enter a Competition if the consumer does not purchase an Eligible Product

from a participating third-party supplier.

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1 9 JUL 2013

Persons, or classes of persons, affected or likely to be affected by the notifiedconduct

(a) Class or classes of persons to which the conduct relates

Any person who purchases an Eligible Product from a participating third-partysupplier.

(b) Number of those persons

(i) At present time

Unknown

(ii) Estimated within the next year

Impossible to estimate, but at least more than 50.

(c) Where number of persons stated in item 3 (b) (i) is less than 50, theirnames and addresses

See item 3(b)(ii) above.

Public benefit claims

(a) Arguments in support of notification

Please see the attached submission.

(b) Facts and evidence relied upon in support of these claims

Please see the attached submission.

Market definition

Provide a description of the market(s) in which the goods or services describedat 2 (a) are supplied or acquired and other affected markets including:significant suppliers and acquirers; substitutes available for the relevant goodsor services; any restriction on the supply or acquisition of the relevant goodsor services (for example geographic or legal restrictions)

Please see the attached submission.

Public detriments

(a) Detriments to the public resulting or likely to result from thenotification, in particular the likely effect of the notified conduct on theprices of the goods or services described at 2 (a) above and the pricesof goods or services in other affected markets

Please see the attached submission.

(b) Facts and evidence relevant to these detriments

Please see the attached submission.

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2 9 JUL 2015

Further information

(a) Name, postal address and contact telephone details of the person authorisedto provide additional information in relation to this notification

Nick McHugh (Partner)

Norton Rose Fulbright Australia

Level 18, Grosvenor Place

225 George Street

Sydney NSW 2000

Direct line: 02 9330 8028

Dated 29 July 2014

Signed on behalf of Philips

|icholas P McHughirtner

Norton Rose Fulbright Australia

Date: 29 July 2015

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2 9 JUL 2013

Submission supporting Form G - Notification of Exclusive Dealing

Proposed third line forcing conduct by Philips

1 Proposed conduct

1. 1 Philips intends to offer Promotions from time to time to consumers, where consumers aresupplied with a free Bonus, receive a Cashback, or are offered an opportunity to enter aCompetition, on the condition that those consumers acquire an Eligible Product fromparticipating third-party suppliers. For example, Philips may run a promotion whereby acustomer is entitled to apply to receive $20 cash back from Philips where they purchase acertain product from the Shaver Shop retail chain.

1.2 Philips will administer Promotions directly or sometimes through an agent. In order toreceive the Bonus, Cashback or opportunity to enter a Competition, after purchasing anEligible Product consumers must submit a form to Philips by mail or email (or, whereapplicable, by submitting a form onsite at an event such as a conference) to participate inthe Promotion.

1.3 Terms and conditions will apply to Promotions from time to time, and the offer of anyBonus, Cashback or opportunity to enter a Competition will be conditional on compliancewith those terms and conditions. Importantly, Philips will not charge the customer toparticipate in the Promotions and Philips will bear any cost of delivery of any Bonus.

2 Market definition

2.1

2.2

The products covered by the Promotions are supplied to consumers in the national retailmarkets acute and home health care, lighting, personal care and consumer appliances.These markets are highly competitive. For example, Philips' consumer appliances are soldby home appliance retailers such as Harvey Norman, through department stores DavidJones and Myer, and through smaller specialty stores such as the Shaver Shop. Philips'products are also sold by online retailers.

Philips intends to offer Promotions from time to time in the product categories shown in thetable below. In all of these categories Philips faces vigorous competition from a number ofmanufacturers and brands, including those set out in the table below.Product Category Key Competitors of Philips

Coffee machines De'Longhi, Jura

Kitchen appliances Breville, Sunbeam, Tefal

Vacuum cleaners Electrolux, Dyson

Hair dryers and straighteners Vidal Sassoon, Remington

Garment care products such as irons Tefal, Sunbeam, Russell Hobbs

Personal grooming products, such as electricshavers, clippers, body hair trimmers, epilatorsand laser hair removal systems

Braun, Panasonic, Remington, Wahl,Silk'N

Electric toothbrushes and other dental caredevices

Oral B, Colgate

Baby care products, such as bottles, bottlewarmers, baby monitors, and breast pumps

Tommee Tippee, Closer to Nature,Medela

Lighting products, such as lamps and light bulbs Mirabella, Osram, GE

Consumer home medical and healthcareproducts, such as oxygen concentrators,nebulizers, ventilators, and sleep therapyproducts

Resmed, Fisher & Paykel

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APAC-#27688739-v1

3 Public benefits

3. 1 The Promotions will result in a number of public benefits including the following:

(1) if consumers choose to participate in Promotions, then consumers will receive theBonus Product or Cashback or participate in a Competition (as applicable) at noadditional cost;

(2) participation in the Promotions is entirely voluntary - consumers will be able topurchase Eligible Products without participating in Promotions and accordinglyconsumers will be able to choose whether to purchase the Product from aparticipating third-party retailer, or from a retailer through which the Promotion isnot offered;

(3) offering Promotions will encourage Philips' competitors to entice consumers withsimilar offers and benefits, improving competition;

(4) as some of Philips' competitors in certain markets already entice consumers withsimilar offers and benefits, permitting Philips to offer the Promotions will improveconsumer choice in those markets overall; and

(5) offering Promotions may encourage participating retailers to promote Philipsproducts and the Philips brand, and offer aftermarket support and assistance, tothe benefit of consumers, also in furtherance of vigorous competition.

4 No public detriments

4. 1 There are no foreseeable public detriments that could arise from Philips offeringPromotions, as:

(1) participation in the Promotions is entirely voluntary; consumers will be able topurchase Eligible Products without participating in Promotions;

(2) consumers will be able to choose whether to purchase the Product from aparticipating third-party retailer, or from a retailer through which Promotions are notoffered; and

(3) there is a significant degree of competition among both manufacturers and retailersfor the supply of the products in relation to which Philips proposes to offer thePromotions. The offering of promotions is common in these markets and is a signalof a high degree of contestability. The Philips Promotions can only be expected tosupplement that rivalry.

5 Similar notification allowed to stand

5. Philips submits that this notification bears significant similarities to the notification N96956lodged by Samsung Electronics Australia Pty Ltd on 10 September 2013 and should alsobe allowed to stand.

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2 9 JUL 2Q15

APAC-#27688739-v1