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 3 February 2026, Koninklijke KPN N.V. (“KPN”) announced offers to holders of its outstanding £ 400m 5.00% notes due 2026 (ISIN: XS0707430947) (of which £250,000,000 in nominal amount currently remains outstanding) and £ 850m 5.75% notes due 2029 (ISIN: XS0451790280) (of which £549,996,000 in nominal amount currently remains outstanding) (together the "Notes") to tender their Notes for purchase by KPN for cash (the "Offers").

The Offers will be financed with part of the proceeds of the € 500m 3.500% bond maturing on 12 May 2034 which was priced on 3 February 2026. The purpose of this transaction is to proactively manage KPN's debt structure and reduce near term refinancing requirements. The transaction also lowers the average coupon rate of KPN's bond portfolio.

Final results and pricing
Today, KPN announces the final results and pricing of the Offers. The Offers were made on the terms and subject to the conditions contained in the tender offer memorandum dated 3 February 2026 (the "Tender Offer Memorandum") and expired at 17:00 hours CET on 10 February 2026. Capitalized terms used but not defined in this announcement have the meanings given to them in the Tender Offer Memorandum.

KPN confirms that the 2026 Final Acceptance Amount is £ 95,712,000 and the 2029 Final Acceptance Amount is £ 182,458,000 (as further set out below).

2026 Notes
Subject to the satisfaction (or waiver) of the New Financing Condition, the Company will accept for purchase all 2026 Notes validly tendered pursuant to the 2026 Notes Offer with no pro rata scaling.

2029 Notes
Subject to the satisfaction (or waiver) of the New Financing Condition, the Company will accept for purchase all 2029 Notes validly tendered pursuant to the 2029 Notes Offer with no pro rata scaling.

The Company also announces that the Purchase Price it will pay for the 2029 Notes validly tendered and accepted for purchase will be 105.557 per cent. (based on a Settlement Date of 13 February 2026).

A summary of the final results of, and pricing for, the Offers appears below:

Settlement
Subject to the satisfaction (or waiver) of the New Financing Condition, settlement of the Offers and payment of the tender consideration in respect of Notes accepted for purchase is expected to take place on 13 February 2026. The total tender consideration is approximately £ 295m. KPN will also make an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the relevant Offer.

Notes that have not been tendered or accepted for purchase pursuant to the Offers will remain outstanding.

BNP PARIBAS and Citigroup acted as Dealer Managers, ABN AMRO, Goldman Sachs Bank Europe SE, SMBC and UniCredit acted as Co 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 Noteholder 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 Joint 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
11/02/2026
KPN-N