RESOLUTIONS

TAKEN BY THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF ROYAL KPN N.V.

HELD ON APRIL 16, 2025 IN ROTTERDAM

The Annual General Meeting of Shareholders of Royal KPN N.V., held on April 16, 2025 in Rotterdam, resolved:

  1. To adopt the financial statements for the financial year 2024 (agenda item 3).

  2. To accept the remuneration report in the fiscal year 2024 (agenda item 4).

  3. To adopt a dividend for the financial year 2024 of eurocent 17.0 per share, resulting in a final dividend of 10.2 eurocent per share (agenda item 6).

  4. To discharge the members of the Board of Management from all liability in relation to the exercise of their duties in the financial year 2024 (agenda item 7).

  5. To discharge the members of the Supervisory Board from all liability in relation to the exercise of their duties in the financial year 2024 (agenda item 8).

  6. To adopt the proposal to amend the Articles of Association of KPN (agenda item 9).

  7. To reappoint Mr. G.J.A. van de Aast as member of the Supervisory Board (agenda item 11).

  8. To reappoint Mrs. J.C.M. Sap as member of the Supervisory Board (agenda item 12).

  9. To authorize the Board of Management, with the approval of the Supervisory Board, to acquire the company's own ordinary shares for a period of 18 months until 16 October, 2026. The number of shares to be acquired shall be limited by the maximum of 10% of issued capital per 16 April, 2025 (agenda item 14).

  10. To reduce the issued capital through cancellation of own shares. The number of shares to be cancelled shall be limited by the maximum of 10% of issued capital per 16 April, 2025 (agenda item 15).

  11. To designate the Board of Management, with the approval of the Supervisory Board, as the competent body to issue ordinary shares and to grant rights to subscribe for ordinary shares for a period of 18 months, starting 16 April, 2025 and ending 16 October, 2026. The number of ordinary shares to be issued shall be limited to a maximum of 10% of the issued capital per 16 April, 2025 (agenda item 16).

  12. To designate the Board of Management, with the approval of the Supervisory Board, as the competent body to restrict and to exclude statutory pre-emptive rights of existing shareholders upon the issuance of ordinary shares or the granting of rights to subscribe for ordinary shares, for a period of 18 months, starting 16 April, 2025 and ending 16 October, 2026. This authority shall be limited to a maximum of 10% of the issued capital per 16 April, 2025 (agenda item 18).

VOTING RESULTS PER AGENDA ITEM

At the meeting, 25 shareholders with entitlement to vote were present and attended in person and 3 virtual participants. These shareholders, together with the shareholders that gave their proxy to the civil-law notary in advance, were jointly entitled to exercise 2,925,122,493 votes, representing 75.22% of the issued share capital.

Resolutions of the Annual General Meeting of Shareholders (AGM) of Royal KPN N.V. (the "Company") held on Wednesday, April 16, 2025 per agenda item:

Agenda item 3. The proposal to adopt the financial statements for the financial year 2024 has been adopted.

OVERVIEW VOTES

Number of shares for which votes are cast at the meeting

2,925,122,493

Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting

75.22%

Number of validly cast votes

2,925,122,493

Number of votes cast "for"

2,916,021,613

Percentage of votes "for"

99.96%

Number of votes cast "against"

1,086,905

Percentage of votes "against"

0.04%

Number of votes cast "withheld"

8,008,964

Agenda item 4. The remuneration report for the fiscal year 2024 received a positive advice.

OVERVIEW VOTES

Number of shares for which votes are cast at the meeting

2,925,122,493

Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting

75.22%

Number of validly cast votes

2,925,122,493

Number of votes cast "for"

2,783,416,873

Percentage of votes "for"

96.99%

Number of votes cast "against"

86,461,244

Percentage of votes "against"

3.01%

Number of votes cast "withheld"

55,238,865

Agenda item 6. The proposal to adopt a dividend over the financial year 2024 has been adopted.

OVERVIEW VOTES

Number of shares for which votes are cast at the meeting

2,925,122,493

Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting

75.22%

Number of validly cast votes

2,925,122,493

Number of votes cast "for"

2,911,356,525

Percentage of votes "for"

99.53%

Number of votes cast "against"

13,685,538

Percentage of votes "against"

0.47%

Number of votes "withheld"

74,919

Agenda item 7. The proposal to discharge the members of the Board of Management from liability has been adopted.

OVERVIEW VOTES

Number of shares for which votes are cast at the meeting

2,925,122,493

Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting

75.22%

Number of validly cast votes

2,925,122,493

Number of votes cast "for"

2,834,850,284

Percentage of votes "for"

97.59%

Number of votes cast "against"

70,152,957

Percentage of votes "against"

2.41%

Number of votes "withheld"

20,114,241

Agenda item 8. The proposal to discharge the members of the Supervisory Board from liability has been adopted.

OVERVIEW VOTES

Number of shares for which votes are cast at the meeting

2,925,122,493

Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting

75.22%

Number of validly cast votes

2,925,122,493

Number of votes cast "for"

2,844,549,726

Percentage of votes "for"

97.59%

Number of votes cast "against"

70,161,458

Percentage of votes "against"

2.41%

Number of votes "withheld"

10,406,298

Agenda item 9. The proposal to amend the Articles of Association of KPN has been adopted.

OVERVIEW VOTES

Number of shares for which votes are cast at the meeting

2,925,122,493

Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting

75.22%

Number of validly cast votes

2,925,122,493

Number of votes cast "for"

2,919,350,419

Percentage of votes "for"

99.81%

Number of votes cast "against"

5,664,506

Percentage of votes "against"

0.19%

Number of votes "withheld"

102,317

Agenda item 11.The proposal to reappoint Mr. G.J.A. van der Aast as member of the Supervisory Board has been adopted.

OVERVIEW VOTES

Number of shares for which votes are cast at the meeting

2,925,122,493

Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting

75.22%

Number of validly cast votes

2,925,122,493

Number of votes cast "for"

2,489,553,493

Percentage of votes "for"

85.40%

Number of votes cast "against"

425,537,695

Percentage of votes "against"

14.60%

Number of votes "withheld"

10,026,294

Agenda item 12. The proposal to reappoint Mrs. J.C.M. Sap as member of the Supervisory Board has been adopted.

OVERVIEW VOTES

Number of shares for which votes are cast at the meeting

2,925,122,493

Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting

75.22%

Number of validly cast votes

2,925,122,493

Number of votes cast "for"

2,843,610,831

Percentage of votes "for"

97.22%

Number of votes cast "against"

81,408,548

Percentage of votes "against"

2.78%

Number of votes "withheld"

98,103

Agenda item 14. The proposal to authorize the Board of Management to resolve that the Company may acquire its own shares has been adopted.

OVERVIEW VOTES

Number of shares for which votes are cast at the meeting

2,925,122,493

Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting

75.22%

Number of validly cast votes

2,925,122,493

Number of votes cast "for"

2,897,668,246

Percentage of votes "for"

99.14%

Number of votes cast "against"

25,204,032

Percentage of votes "against"

0.86%

Number of votes "withheld"

2,245,204

Agenda item 15. The proposal to reduce the capital through cancellation of own shares has been adopted.

OVERVIEW VOTES

Number of shares for which votes are cast at the meeting

2,925,122,493

Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting

75.22%

Number of validly cast votes

2,925,122,493

Number of votes cast "for"

2,908,668,043

Percentage of votes "for"

99.45%

Number of votes cast "against"

16,180,625

Percentage of votes "against"

0.55%

Number of votes "withheld"

268,814

Agenda item 16. The proposal to designate the Board of Management as the competent body to issue ordinary shares has been adopted.

OVERVIEW VOTES

Number of shares for which votes are cast at the meeting

2,925,122,493

Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting

75.22%

Number of validly cast votes

2,925,122,493

Number of votes cast "for"

2,871,143,270

Percentage of votes "for"

98.16%

Number of votes cast "against"

53,898,754

Percentage of votes "against"

1.84%

Number of votes "withheld"

75,458

Agenda item 17. The proposal to designate the Board of Management as the competent body to restrict or exclude pre-emptive rights upon issuing ordinary shares has been adopted.

OVERVIEW VOTES

Number of shares for which votes have been cast

2,925,122,493

Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting

75.22%

Number of validly cast votes

2,925,122,493

Number of votes cast "for"

2.857,138,013

Percentage of votes "for"

97.69%

Number of votes cast "against"

67,696,577

Percentage of votes "against"

2.31%

Number of votes "withheld"

282,892

***

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Koninklijke KPN NV published this content on May 08, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 08, 2025 at 14:06 UTC.