KPN announces the results of its takeover bid

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

Introduction

On June 11, 2024, Koninklijke KPN NV (“KPN”) announced a public tender offer for all debt to the holders of its outstanding perpetual fixed rate revisable capital securities in the amount of 500 million euros (ISIN : XS2069101868) (the “Securities”) in order to tender their securities for purchase by KPN for cash (the “Offer”).

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

Final results
KPN announces today the results of the Offer. The Offer was made on the terms and subject to the conditions contained in the Offer to Purchase Memorandum dated June 11, 2024 (the “Offer to Purchase Memorandum”) and expired at 5:00 p.m. ‘Amsterdam) on June 18, 2024. Capitalized terms used but not defined in this notice have the meaning given to them in the Tender Offer Memorandum.

KPN was offered and accepted a principal amount of €280.6 million for the purchase.

Regulations
Settlement of the offer and payment of the offer consideration for the securities accepted for purchase is expected to occur on June 20, 2024. The total amount of the offer is approximately 279.0 million euros, including an accrued interest payment of €2.0 million. KPN finances the Offer from available liquidity resources. Securities that have not been offered for repurchase as part of the offer will remain in circulation.

ING and Goldman Sachs acted as Dealer Managers for the tender offer; and Kroll Issuer Services Limited acts as tender agent.

DISCLAIMER
This announcement should be read in conjunction with the Tender Offer Memorandum. If a Securities Holder is in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action it should take, it is recommended that it seek its own financial advice, including in relation to any tax consequences, with his securities broker, his banking director. , lawyer, accountant or other independent financial, tax or legal advisor. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons in possession of this announcement and/or the tender offer memorandum are required by KPN, the Dealer Managers and the tendering agent to inform themselves of and observe any such restrictions.

Formal disclosures:

Royal KPN SA
IR Manager: Matthijs van Leijenhorst
Inside information: Yes
Subject: KPN announces the results of its public takeover offer
06/19/2024; 8:00 a.m.
KPN-N