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Press Release -- August 26th, 2013
Source: KPN
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Improved terms for sale of E-Plus to Telefónica Deutschland Share KPN

Den Haag, 26-8-13

Royal KPN N.V.’s (“KPN”) Supervisory Board and Board of Management (the “KPN Boards”) announce today that the terms of the transaction to sell and transfer 100% of its interest in E-Plus to Telefónica Deutschland as announced on 23 July 2013 have been improved following negotiations between América Móvil, Telefónica and KPN.

As a result of the improved terms, América Móvil has provided an irrevocable commitment to vote in favor of the proposed transaction at KPN’s Extraordinary General Meeting related to the sale of
E-Plus on 2 October 2013 (the “EGM”).

The stake in Telefónica Deutschland that KPN will retain after completion is increased from 17.6% to 20.5%. In addition, KPN will receive the EUR 5.0 billion cash consideration that was originally agreed. Furthermore, KPN provides a call option to Telefónica to acquire a 2.9% stake in Telefónica Deutschland from KPN, only exercisable one year after completion of the transaction. The call option can be exercised for all or part of the 2.9% stake. The exercise price for the 2.9% stake amounts to EUR 510 million plus accrued interest at 2.27% from the time of completion of the sale of E-Plus and reduced for any dividend payments on the 2.9% stake.

On the basis of these improved terms the total implied transaction valuation for E-Plus is now EUR 8.55 billion. KPN will use the majority of the EUR 5.0 billion cash proceeds to increase its financial flexibility and support the execution of its strategy in The Netherlands and Belgium. KPN also intends to recommence dividend payment to shareholders for 2014.

The KPN Boards, taking into account the interests of all stakeholders, including KPN's shareholders, unanimously support the proposed improved transaction. As announced on 21 August 2013, the EGM will take place on 2 October 2013. The KPN Boards encourage all KPN shareholders to vote in favor of the transaction at the EGM. An addendum to the shareholders’ circular following today's announcement will be published on KPN's website in due course.

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