Business

KPN announces Indicative Results of its Tender Offer

KPN announces Indicative Results of its Tender Offer

Koninklijke KPN N.V. announces indicative results of its tender offer for its £850,000,000 5.75 per cent. Notes due 2029

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (the United States) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

Koninklijke KPN N.V. (the Company) announces today the indicative results of its invitation to holders of its outstanding £850,000,000 5.75 per cent. Notes due 2029 (ISIN: XS0451790280) of which £549,996,000 in nominal amount currently remains outstanding (the 2029 Notes) to tender their 2029 Notes for purchase by the Company for cash (the 2029 Notes Offer).

The 2029 Notes Offer was announced on 3 February 2026 together with the invitation to holders of its outstanding £400,000,000 5.00 per cent. Notes due 2026 (ISIN: XS0707430947) (of which £250,000,000 in nominal amount currently remains outstanding) (the 2026 Notes and together with the 2029 Notes, the Notes) to tender their 2026 Notes for purchase by the Company for cash (the 2026 Notes Offer and together with the 2029 Notes Offer, the Offers). This was made on the terms and subject to the conditions contained in the tender offer memorandum dated 3 February 2026 (the Tender Offer Memorandum) including, without limitation, the satisfaction (or waiver) of the New Financing Condition.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum. The Expiration Deadline for the Offers was 5.00 p.m. (Amsterdam time) on 10 February 2026.

No indicative results are provided for the 2026 Notes, which are the subject of an any-and-all-offer and will, if accepted, be purchased in full (subject to the satisfaction of the New Financing Condition).

As at the Expiration Deadline, the Company had received valid tenders for purchase pursuant to the 2029 Notes Offer of £182,458,000 in aggregate nominal amount of 2029 Notes.

If the Company decides to accept 2029 Notes validly tendered pursuant to the 2029 Notes Offer, and the New Financing Condition is satisfied (or waived), the Company expects that the 2029 Notes Final Acceptance Amount will be set as follows:

Pricing for the 2029 Notes Offer will take place at or around 1.00 p.m. (Amsterdam time) today (the Pricing Time). As soon as reasonably practicable after the Pricing Time, the Company will announce whether (subject to the satisfaction (or waiver) of the New Financing Condition on or prior to the Settlement Date) it will accept for purchase Notes validly tendered in the Offers and, if so, the 2026 Notes Final Acceptance Amount, the 2029 Notes Final Acceptance Amount, the 2029 Notes Benchmark Security Rate, the 2029 Notes Purchase Yield, the 2029 Notes Purchase Price, the Proration Factor that will be applied to valid tenders of 2029 Notes (if any) and the aggregate nominal amount of each Series that will remain outstanding after the Settlement Date.

Subject to the satisfaction (or waiver) of the New Financing Condition, the Settlement Date in respect of the Notes accepted for purchase pursuant to the Offers is expected to be 13 February 2026.