Koninklijke KPN N.V. makes Pre-Pricing Announcement in relation to Tender Offer

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Den Haag, 15-9-10



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

15 September 2010. Koninklijke KPN N.V. (the Company) today announces indicative results of its offer to repurchase for cash any and all of its outstanding €1,425,000,000 4.50% Notes due 2011 (XS0196776214, the 2011 Notes) and, at the Company’s sole discretion, to be determined on 15 September 2010, an amount of its outstanding €1,250,000,000 5.00% Notes due 2012 (XS0330631051, the 2012 Notes) and/or its €850,000,000 4.50% Notes due 2013 (XS0248012923, the March 2013 Notes) and/or its €850,000,000 6.25% Notes due 2013 (XS0387992661, the September 2013 Notes and together with the 2011 Notes, the 2012 Notes and the March 2013 Notes, the Notes).
The Tender Offer was made based on the terms and subject to the conditions contained in the tender offer memorandum dated 8 September 2010 (the Tender Offer Memorandum). Capitalised terms used but not defined in this announcement have the meanings given to them in the Tender Offer Memorandum.
As at the Expiration Time of 17:00 hours CET on Tuesday 14 September 2010, an aggregate principal amount of approximately €1.6 billion of Notes has been validly tendered in the Tender Offer. The Maximum Tender Amount is likely to be approximately €0.9 billion.
The Company intends, subject to raising new Euro-denominated bond financing, on terms satisfactory to the Company, to accept for purchase an aggregate principal amount of approximately €1.3 billion across all Series of Notes, as follows:



The Tender Price for each Series of Notes will be determined at or around 16:00 hours CET today in the manner described in the Tender Offer Memorandum by reference to the sum of the Reference Yield and the Repurchase Spread. Settlement is expected to occur on 21 September 2010. Full details of the terms and conditions of the Tender Offer are provided in the Tender Offer Memorandum dated 8 September 2010.
BNP Paribas, Citigroup Global Markets Limited and Deutsche Bank AG, London branch are acting as Dealer Managers for the Tender Offer and Citibank N.A. is acting as Tender Agent. Questions and requests for assistance in connection with the Tender Offer may be directed to the Dealer Managers or the Tender Agent.



This announcement must be read in conjunction with the Tender Offer Memorandum. The distribution of this announcement and/or 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 the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell the Notes.