KPN announces results of its Tender Offer

NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

Introduction

On 11 June 2024, Koninklijke KPN N.V. ("KPN”) announced an Any and All Debt Tender Offer to holders of its outstanding € 500m Perpetual Fixed Rate Resettable Capital Securities (ISIN: XS2069101868) (the "Securities") to tender their Securities for purchase by KPN for cash (the "Offer").

The purpose of this transaction is to proactively manage KPN’s layer of hybrid capital and optimize its ongoing interest costs.

Final results
Today, KPN announces the results of the Offer. The Offer was made on the terms and subject to the conditions contained in the Tender Offer Memorandum dated 11 June 2024 (the "Tender Offer Memorandum") and expired at 17:00 hours (Amsterdam Time) on 18 June 2024. Capitalized terms used but not defined in this announcement have the meanings given to them in the Tender Offer Memorandum.

KPN was offered and has accepted a principal amount of € 280.6m for purchase.

Settlement
Settlement of the Offer and payment of the tender consideration in respect of Securities accepted for purchase is expected to take place on 20 June 2024. The total tender consideration is approximately € 279.0m including an Accrued Interest Payment of € 2.0m. KPN finances the Offer from available liquidity resources. Securities that have not been tendered for purchase pursuant to the Offer will remain outstanding.

ING and Goldman Sachs acted as Dealer Managers for the tender offer; and Kroll Issuer Services Limited is acting as Tender Agent.

DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum. If any Securityholder is in any doubt as to the content of this announcement or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of KPN, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

Formal disclosures:

Royal KPN N.V.
Head of IR: Matthijs van Leijenhorst
Inside information: Yes
Topic: KPN announces results of its Tender Offer
19/06/2024; 8:00h
KPN-N

Attachment

• KPN announces results of its Tender Offer