Bond KPN Telecom 7% ( USN4297BBC74 ) in USD

Issuer KPN Telecom
Market price refresh price now   100 %  ▲ 
Country  Netherlands
ISIN code  USN4297BBC74 ( in USD )
Interest rate 7% per year ( payment 2 times a year)
Maturity 27/03/2073



Prospectus brochure of the bond KPN USN4297BBC74 en USD 7%, maturity 27/03/2073


Minimal amount 200 000 USD
Total amount 600 000 000 USD
Cusip N4297BBC7
Standard & Poor's ( S&P ) rating BB+ ( Non-investment grade speculative )
Moody's rating N/A
Next Coupon 28/03/2026 ( In 152 days )
Detailed description KPN is a Dutch telecommunications company providing fixed and mobile telephony, internet, and television services in the Netherlands and parts of Germany.

The Bond issued by KPN Telecom ( Netherlands ) , in USD, with the ISIN code USN4297BBC74, pays a coupon of 7% per year.
The coupons are paid 2 times per year and the Bond maturity is 27/03/2073
The Bond issued by KPN Telecom ( Netherlands ) , in USD, with the ISIN code USN4297BBC74, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.







IMPORTANT NOTICE
THIS DOCUMENT IS AVAILABLE ONLY TO INVESTORS WHO ARE LOCATED OUTSIDE OF THE
UNITED STATES OR WHO ARE QUALIFIED INSTITUTIONAL BUYERS (QIBS) AS DEFINED IN RULE
144A UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES
ACT) OR OTHERWISE TO PERSONS TO WHOM IT CAN BE LAWFULLY DISTRIBUTED.
IMPORTANT: You must read the following before continuing. The following applies to the preliminary
prospectus (the Prospectus) following this page and you are therefore advised to read this page carefully before
reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, you agree to be bound by
the following terms and conditions, including any modifications to them any time you receive any information from
the Issuer (as defined in the Prospectus), and the Managers (as defined in the Prospectus) as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES
FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER SECURITIES
ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER
JURISDICTION, AND THE SECURITIES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN
A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.
THE ATTACHED PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER
PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN
PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. ADDRESS. ANY FORWARDING,
DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS
UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF
THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE
GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING
RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF
THE SECURITIES DESCRIBED IN THE ATTACHED DOCUMENT.
Confirmation of your representation: In order to be eligible to view the attached Prospectus or make an
investment decision with respect to the securities being offered, prospective investors must be (i) located outside
the United States or (ii) QIBs acquiring for their account or the account of other QIBs. This Prospectus is being
provided to you at your request, and by accessing this Prospectus you shall be deemed to have represented to the
Issuer and the Managers that (i) you and any customers you represent are located outside of the United States and
any electronic mail address that you gave us and to which the Prospectus may have been delivered is not located
in the United States, its territories and possessions, any State of the United States or the District of Columbia or
(ii) you are a QIB acquiring the securities referred to herein for your own account and/or for another QIB and
that you consent to delivery of such Prospectus by electronic transmission.
You are reminded that this Prospectus has been provided to you on the basis that you are a person into
whose possession this Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in
which you are located and you may not, nor are you authorized to, deliver this Prospectus to any other person.
The materials relating to this offering do not constitute, and may not be used in connection with, an offer or
solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the
offering be made by a licensed broker or dealer, and the Managers(s) or any affiliate thereof is a licensed broker
or dealer in the relevant jurisdiction, the offering shall be deemed to be made by the Managers(s) or such affiliate
on behalf of the Issuer in such jurisdiction.
The attached Prospectus may be distributed only to, and is directed at (a) persons who have professional
experience in matters relating to investments falling within article 19(1) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the Order) or (b) high net worth entities falling within article
49(2)(a) to (d) of the Order, and other persons to whom it may be lawfully communicated, falling within article
49(1) of the Order (all such persons together being referred to as "relevant persons"). Any person who is not a
relevant person should not act or rely on this document or any of its contents.
The attached Prospectus has been provided to you in electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of electronic transmission and
consequently none of the Issuer and the Managers, any person who controls them or any director, officer,
employee or agent of them or affiliate of any such person accepts any liability or responsibility whatsoever in
respect of any difference between the Prospectus provided to you in electronic format and a hard copy version
that may be available to you on request from the Managers.


This Canadian Offering Memorandum constitutes an offer of these securities only in those jurisdictions and
to those persons where and to whom they may be lawfully offered for sale, and only by persons permitted to
sell these securities. This Canadian Offering Memorandum is not, and under no circumstances is to be
construed as, an advertisement or a public offering of these securities in Canada. No securities commission or
similar authority in Canada has reviewed or in any way passed upon this document or the merits of these
securities, and any representation to the contrary is an offence.
CANADIAN OFFERING MEMORANDUM
DATED MARCH 25, 2013
KONINKLIJKE KPN N.V.
(the "Issuer")
Private Placement in Canada of
U.S.$600,000,000 Capital Securities due 2073
(the "Securities")
THE OFFERING
The Securities are being offered in Canada in the Provinces of Ontario and Québec as part of an offering that is
being made in one or more other countries (the "Offering"). The Offering is described fully in the attached
prospectus or offering memorandum (the "Offering Document"), the full text of which is included in this
Canadian Offering Memorandum and forms a part of it. The Offering Document may be supplemented by one or
more documents sent to you by the dealers acting as underwriters or initial purchasers (the "Dealers") concerning
the Offering, which may include a final term sheet containing pricing and other related information
("Supplementary Material"). The term Supplementary Material does not include the contents of any electronic
roadshow for the Offering. The full text of all Supplementary Material, if any, concerning the Offering shall also
be incorporated by reference into this Canadian Offering Memorandum and deemed to form a part of it.
Accordingly, the term "Canadian Offering Memorandum" means this introductory Canadian supplement,
together with the attached Offering Document and any Supplementary Material. The definitions in the Offering
Document (except as otherwise stated) apply throughout this Canadian Offering Memorandum.
RELATIONSHIP BETWEEN THE DEALERS OR CERTAIN OF THEIR AFFILIATES AND THE
ISSUER
Banc of America Securities Limited, Citigroup Global Markets Limited, Credit Suisse AG, London
Branch, Deutsche Bank Luxembourg SA, J.P. Morgan Limited and The Royal Bank of Scotland N.V. are
lenders under the Issuer's Credit Facility, and Goldman Sachs Bank USA and J.P. Morgan Limited were
lenders under the Issuer's standby liquidity facility, which was cancelled upon the issuance of the EUR
Capital Securities and the GBP Capital Securities. Additionally, the Dealers, in the ordinary course of
their business, have held and in the future may hold the Issuer's securities for investment. Accordingly, the
Issuer may be considered a "related" or "connected" issuer of the Dealers for the purposes of applicable
Canadian securities laws. For more information see the section titled "Managers transacting with the
Issuer" in the accompanying Offering Document. The decision to offer the Securities was made solely by
the Issuer and the terms upon which the Securities are being offered were determined by negotiation
between the Issuer and the Dealers. The Issuer is currently in compliance with the credit facilities
described above, and no breach thereof has been waived by any of the Dealers or their affiliates since the
execution of such facilities.
ADDITIONAL INFORMATION ABOUT THIS CANADIAN OFFERING MEMORANDUM
If the attached Offering Document remains subject to completion or amendment, this Canadian Offering
Memorandum similarly remains subject to completion or amendment. The Offering is being made exclusively
through this Canadian Offering Memorandum and not through any advertisement of the Securities. No person
has been authorized to give any information or to make any representation other than those contained or
incorporated by reference into in this Canadian Offering Memorandum and any decision to purchase Securities
should be based solely on information contained or incorporated by reference in this document.


RESALE RESTRICTIONS
The Securities have not been nor will they be qualified for sale to the public under applicable Canadian securities
laws and, accordingly, any offer and sale of the Securities in Canada will be made on a basis which is exempt
from the prospectus requirements of Canadian securities laws.
Any resale of the Securities must be made in accordance with, or pursuant to an exemption from, or in a
transaction not subject to, the prospectus requirements of Canadian securities laws. In addition, in order to
comply with the dealer registration requirements of Canadian securities laws, any resale of the Securities must be
made either by a person not required to register as a dealer under applicable Canadian securities laws, or through
an appropriately registered dealer or in accordance with an exemption from the dealer registration requirements.
These Canadian resale restrictions may in some circumstances apply to resales made outside of Canada.
Purchasers of Securities are advised to seek Canadian legal advice prior to any resale of Securities.
REPRESENTATIONS AND AGREEMENT BY PURCHASERS
Each purchaser of Securities in Canada will be deemed to have represented to the Issuer and the Dealers
participating in the sale of the Securities that the purchaser:
(a) is resident in one of the Provinces of Alberta, British Columbia, Manitoba, Ontario or Québec and is
entitled under applicable provincial securities laws to purchase the Securities without the benefit of a
prospectus qualified under those securities laws;
(b) is basing its investment decision solely on this Canadian Offering Memorandum (including the
Offering Document forming part of it and any Supplementary Material subsequently deemed to be
incorporated by reference) and not on any other information concerning the Issuers or the Offering;
(c) has reviewed and acknowledges the terms referred to above under the heading "Resale Restrictions";
(d) is an "accredited investor" as defined in National Instrument 45-106 Prospectus and Registration
Exemptions ("NI 45-106") and, if relying on subsection (m) of the definition of that term, is not a
person created or being used solely to purchase or hold securities as an accredited investor;
(e) is a "Canadian permitted client" as defined in National Instrument 31-103 Registration Requirements
and Exemptions ("NI 31-103"), or as otherwise interpreted and applied by the Canadian Securities
Administrators, which includes, among other things: (i) a person or company, other than an individual
or an investment fund, that has net assets of at least Cdn. $25 million as shown on its most recently
prepared financial statements; (ii) an individual who beneficially owns financial assets (being cash,
securities, contracts of insurance, deposits, or evidence of a deposit) having an aggregate realizable
value that, before taxes but net of any related liabilities, exceeds Cdn. $5 million; and (iii) a person or
company acting on behalf of a managed account which is managed by that person or company, if it is
registered or authorized to carry on business as an adviser or the equivalent under the securities
legislation of any province or territory of Canada, or the securities legislation of any other country; and
(f)
is either purchasing Securities as principal for its own account, or is deemed to be purchasing
Securities as principal by applicable law.
Each purchaser of Securities in Canada hereby agrees that it is the purchaser's express wish that all documents
evidencing or relating in any way to the sale of the Securities be drafted in the English language only. Chaque
acheteur au Canada des valeurs mobilières reconnaît que c'est sa volonté expresse que tous les documents
faisant foi ou se rapportant de quelque manière à la vente des valeurs mobilières soient rédigés uniquement en
anglais.
CANADIAN TAX CONSIDERATIONS
THIS CANADIAN OFFERING MEMORANDUM DOES NOT ADDRESS THE CANADIAN TAX
CONSEQUENCES OF THE ACQUISITION, HOLDING OR DISPOSITION OF THE SECURITIES.
PROSPECTIVE PURCHASERS OF SECURITIES ARE STRONGLY ADVISED TO CONSULT THEIR OWN
TAX ADVISORS WITH RESPECT TO THE CANADIAN AND OTHER TAX CONSIDERATIONS
APPLICABLE TO THEM.
- 2 -


INDIRECT COLLECTION OF PERSONAL INFORMATION
By purchasing these Securities, the purchaser acknowledges that its name and other specified information,
including the number of Securities it has purchased, may be disclosed to Canadian securities regulatory
authorities and become available to the public in accordance with the requirements of applicable laws. The
purchaser consents to the disclosure of that information.
Notice to Ontario Purchasers
By purchasing these Securities, the purchaser acknowledges that personal information such as the purchaser's
name will be delivered to the Ontario Securities Commission (the "OSC") and that such personal information is
being collected indirectly by the OSC under the authority granted to it in securities legislation for the purposes of
the administration and enforcement of the securities legislation of Ontario. By purchasing these Securities, the
purchaser shall be deemed to have authorized such indirect collection of personal information by the OSC.
Questions about such indirect collection of personal information should be directed to the OSC's Administrative
Support Clerk, Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario M5H 3S8 or to the following
telephone number: (416) 593-3684.
RIGHTS OF ACTION (Ontario Purchasers)
Rule 45-501 provides that when an offering memorandum, such as this Canadian Offering Memorandum, is
delivered to an investor to whom securities are distributed in reliance upon the "accredited investor" prospectus
exemption in Section 2.3 of NI 45-106, the right of action referred to in Section 130.1 of the Securities Act
(Ontario) ("Section 130.1") is applicable unless the prospective purchaser is:
(a) a Canadian financial institution, meaning either:
(i)
an association governed by the Cooperative Credit Associations Act (Canada) or a central
cooperative credit society for which an order has been made under section 473(1) of that Act;
(ii) a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch,
credit union, caisse populaire, financial services cooperative, or league that, in each case, is
authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada
or a jurisdiction in Canada;
(b) a Schedule III bank, meaning an authorized foreign bank named in Schedule III of the Bank Act
(Canada),
(c) The Business Development Bank of Canada incorporated under the Business Development Bank of
Canada Act (Canada), or
(d) a subsidiary of any person referred to in paragraphs (a), (b) or (c), if the person owns all of the voting
securities of the subsidiary, except the voting securities required by law to be owned by the directors of
the subsidiary.
Section 130.1 provides purchasers who purchase securities offered by an offering memorandum with a statutory
right of action against the issuer of securities and any selling securityholder for rescission or damages in the
event that the offering memorandum or any amendment to it contains a "misrepresentation", without regard to
whether the purchaser relied on the "misrepresentation". "Misrepresentation" means an untrue statement of a
material fact or an omission to state a material fact that is required to be stated or that is necessary to make any
statement not misleading in light of the circumstances in which it was made.
In the event that this Canadian Offering Memorandum, together with any amendment, is delivered to a
prospective purchaser of Securities in connection with a trade made in reliance on Section 2.3 of NI 45-106, and
this Canadian Offering Memorandum contains a misrepresentation which was a misrepresentation at the time of
purchase of the Securities, the purchaser will have a statutory right of action against the Issuers for damages or,
while still the owner of the Securities, for rescission, in which case, if the purchaser elects to exercise the right of
rescission, the purchaser will have no right of action for damages, provided that:
(a) no action shall be commenced more than, in the case of an action for rescission, 180 days after the date
of the transaction that gave rise to the cause of action; or in the case of any other action, the earlier of
(i) 180 days after the plaintiff first had knowledge of the facts giving rise to the cause of action, or (ii)
three years after the date of the transaction that gave rise to the cause of action;
- 3 -


(b) the defendant will not be liable if it proves that the purchaser purchased the Securities with knowledge
of the misrepresentation;
(c) the defendant will not be liable for all or any portion of the damages that it proves do not represent the
depreciation in value of the Securities as a result of the misrepresentation relied upon;
(d) in no case will the amount recoverable exceed the price at which the Securities were offered to the
purchaser; and
(e) the statutory right of action for rescission or damages is in addition to and does not derogate from any
other rights or remedies the purchaser may have at law.
This summary is subject to the express provisions of the Securities Act (Ontario) and the regulations and rules
made under it, and you should refer to the complete text of those provisions.
ENFORCEMENT OF LEGAL RIGHTS
The Issuer, its directors and officers, as well as any experts named in this document are or may be located outside
of Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada upon
the Issuer or those persons. All or a substantial portion of the assets of the Issuer or those persons may be located
outside of Canada and, as a result, it may not be possible to satisfy a judgment against the Issuer or those persons
in Canada or to enforce a judgment obtained in Canadian courts against the Issuer or those persons outside of
Canada.
Each purchaser acknowledges that it has been notified that: (i) the Dealers are not registered as securities dealers
in any province or territory of Canada (or, if any are so registered, they are not relying upon their registration
status to trade the Securities); (ii) all or substantially all of the assets of the Dealers may be situated outside of
Canada; and (iii) there may be difficulty enforcing legal rights against the Dealers for these reasons.
- 4 -


DATED 25 MARCH 2013
KONINKLIJKE KPN N.V.
(Incorporated in The Netherlands as a public limited company with its corporate seat in The Hague)
U.S.$600,000,000 Capital Securities due 2073
Issue Price:
100.00 per cent.
The U.S.$600,000,000 capital securities due 2073 (the Securities) will be issued by Koninklijke KPN N.V. (the Issuer) on 28 March 2013 (the
Issue Date). The offering of the Securities is referred to as the Offering. The Securities will bear interest on their principal amount from (and including)
the Issue Date to (but excluding) 28 March 2023 (the First Reset Date) at a rate of 7.00 per cent. per annum, payable semi-annually in arrear on 28
March and 28 September in each year. From (and including) 28 March 2023 to (but excluding) 28 March 2043 the Securities will bear interest at a rate
per annum which shall be 5.21 per cent. above the 10 year Swap Rate (as defined in the Terms and Conditions of the Securities (the Conditions)) for
the relevant Reset Period (as defined in the Conditions) payable semi-annually in arrear on 28 March and 28 September in each year. From (and
including) 28 March 2043 to (but excluding) 28 March 2073, the Securities will bear interest at a rate per annum which shall be 5.96 per cent. above the
10 year Swap Rate for the relevant Reset Period payable semi-annually in arrear on 28 March and 28 September in each year, all as more particularly
described in "Terms and Conditions of the Securities--Interest Payments".
If the Issuer does not elect to redeem the Securities in accordance with Condition 6(f) following the occurrence of a Change of Control Event (as
defined in the Conditions), the then prevailing interest rate per annum (and each subsequent interest rate per annum otherwise determined in
accordance with the Conditions) shall be increased by 5 per cent. per annum with effect from (and including) the date on which the Change of
Control Event occurred, see "Terms and Conditions of the Securities--Interest Payments--Step-up after Change of Control".
If the Issuer does not elect to redeem the Securities in accordance with Condition 6(g) following the occurrence of an Equity Offering Linked
Call Event (as defined in the Conditions) by the date falling 6 months after the Issue Date, the then prevailing interest rate per annum (and each
subsequent interest rate per annum) shall be increased by 5 per cent. per annum with effect from (and including) the date falling 6 months after the
Issue Date, see "Terms and Conditions of the Securities--Interest Payments--Step-up in connection with Equity Offering".
The Issuer may, at its discretion, elect to defer all or part of any payment of interest on the Securities as more particularly described in "Terms and
Conditions of the Securities--Optional Interest Deferral". Any amounts so deferred, together with further interest accrued thereon (at the interest rate per
annum prevailing from time to time), shall constitute Arrears of Interest (as defined in the Conditions). The Issuer may pay outstanding Arrears of Interest, in
whole or in part, at any time in accordance with the Conditions. Notwithstanding this, the Issuer shall pay any outstanding Arrears of Interest, in whole but
not in part, on the first Mandatory Settlement Date, all as more particularly described in "Terms and Conditions of the Securities--Optional Interest
Deferral--Mandatory Settlement".
The Securities will be long-dated securities redeemable on 28 March 2073 (the Maturity Date), but shall be redeemable (at the option of the Issuer)
prior to the Maturity Date on the First Reset Date, on 28 March 2028, and on the next succeeding Reset Date (as defined in the Conditions) and thereafter, on
each applicable Interest Payment Date (as defined in the Conditions), at the principal amount of the Securities, together with any accrued and unpaid interest
up to (but excluding) such date and any outstanding Arrears of Interest. In addition, upon the occurrence of a Change of Control Event, an Equity Offering
Linked Call Event, a Rating Event, a Substantial Repurchase Event, a Tax Deduction Event or a Withholding Tax Event (each such term as defined in the
Conditions), the Securities shall be redeemable (at the option of the Issuer) in whole but not in part at the prices set out, and as more particularly described, in
"Terms and Conditions of the Securities--Redemption".
The Securities will be unsecured securities of the Issuer and will constitute subordinated obligations of the Issuer, all as more particularly
described in "Terms and Conditions of the Securities--Status" and "Terms and Conditions of the Securities--Subordination".
Payments in respect of the Securities shall be made free and clear of, and without withholding or deduction for, or on account of, taxes of the
Netherlands, unless such withholding or deduction is required by law. In the event that any such withholding or deduction is made, additional
amounts may be payable by the Issuer, subject to certain exceptions as are more fully described in "Terms and Conditions of the Securities--
Taxation".
Application has been made to The Netherlands Authority for the Financial Markets (the AFM) in its capacity as competent authority under the
Dutch Financial Supervision Act (Wet op het financieel toezicht) relating to prospectuses for securities, for the approval of this Prospectus for the
purposes of Directive 2003/71/EC (the Prospectus Directive). Application has also been made to Euronext Amsterdam N.V. for the Securities to be
listed on Euronext Amsterdam by NYSE Euronext (Euronext Amsterdam). References in this Prospectus to the Securities being "listed" (and all
related references) shall mean that the Securities have been listed and admitted to trading on Euronext Amsterdam. Euronext Amsterdam is a
regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments.
The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) or under any
securities laws of any state or other jurisdiction of the United States and may not be offered, sold, transferred or delivered, directly or indirectly, within
the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act
and applicable state and other securities laws of the United States. There will be no public offer of the Securities in the United States. The Securities are
being offered and sold in offshore transactions in compliance with Regulation S of the Securities Act (Regulation S) and within the United States to
qualified institutional buyers (QIBs) as defined in Rule 144A of the Securities Act (Rule 144A) pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. Purchasers are hereby notified that sellers of the Securities are relying on an exemption
from the registration requirements of Section 5 of the Securities Act, which may include Rule 144A or Regulation S thereunder. For a description of
certain restrictions on transfer of the Securities, see "Subscription and Sale".
The Securities will initially be represented by global certificates in registered form (the Global Certificates). The Securities offered and sold in
the United States to QIBs in reliance on Rule 144A (the Rule 144A Securities) will be represented by beneficial interests in one or more permanent
global certificates in fully registered form without interest coupons (the Restricted Global Certificate) and will be registered in the name of Cede &
Co., as nominee for The Depository Trust Company (DTC) and will be deposited on or about the Issue Date with a custodian for DTC. The
Securities offered and sold outside the United States in reliance on Regulation S (the Regulation S Securities) will be represented by beneficial
interests in one or more permanent global certificate in fully registered form without interest coupons (the Unrestricted Global Certificate) and will
be registered in the name of Cede & Co., as nominee for DTC and will be deposited with a custodian for DTC.
The Securities are expected to be rated BB by Standard & Poor's Credit Market Services Europe Limited (S&P), Ba1 by Moody's Investors
Service Ltd. (Moody's) and BB by Fitch Ratings Ltd. (Fitch) (each a Rating Agency). Each of S&P, Moody's and Fitch is established in the
European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) of the European Parliament and of the Council of
16 September 2009 on credit rating agencies (the CRA Regulation). A rating is not a recommendation to buy, sell or hold securities and may be
subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus.
Joint Structuring Advisers to the Issuer, Joint Global Coordinators and Joint Bookrunners
Deutsche Bank Securities
Goldman Sachs International
J.P. Morgan
Joint Bookrunners
Credit Suisse
RBS
Co-Managers
BofA Merrill Lynch
Citigroup


This Prospectus comprises a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC (the
Prospectus Directive) and for the purpose of giving information with regard to the Issuer, the Group and the
Securities which, according to the particular nature of the Issuer and the Securities, is necessary to enable
investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and
prospects of the Issuer. The Issuer accepts responsibility for the information contained in this Prospectus. To the
best of the knowledge of the Issuer (which has taken all reasonable care to ensure that such is the case), the
information contained in this Prospectus is in accordance with the facts and does not omit anything likely to
affect the import of such information.
This Prospectus is to be read in conjunction with all the documents which are incorporated herein by
reference (see "Documents Incorporated by Reference").
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Managers
(as defined in "Subscription and Sale" below) to subscribe or purchase, any of the Securities. The distribution of
this Prospectus and the offering of the Securities in certain jurisdictions may be restricted by law. Persons into
whose possession this Prospectus comes are required by the Issuer and the Managers to inform themselves about
and to observe any such restrictions.
For a description of further restrictions on offers and sales of Securities and distribution of this Prospectus,
see "Subscription and Sale" below.
No person is authorised to give any information or to make any representation not contained in this
Prospectus and any information or representation not so contained must not be relied upon as having been
authorised by or on behalf of the Issuer or the Managers. Neither the delivery of this Prospectus nor any sale
made in connection herewith shall, under any circumstances, create any implication that there has been no
change in the affairs of the Issuer since the date hereof or the date upon which this Prospectus has been most
recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer
since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or
that the information contained in it or any other information supplied in connection with the Securities is correct
as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
To the fullest extent permitted by law, the Joint Structuring Advisers to the Issuer, the Managers and the
Trustee accept no responsibility whatsoever for the contents of this Prospectus or for any other statement, made
or purported to be made by a Joint Structuring Adviser to the Issuer, a Manager or the Trustee or on its behalf in
connection with the Issuer or the issue and offering of the Securities. Each of the Joint Structuring Advisers to
the Issuer, the Managers and the Trustee accordingly disclaims all and any liability whether arising in tort or
contract or otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus or
any such statement.
ANY FORWARDING, REDISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE
OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A
VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
NOTHING IN THIS PROSPECTUS CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES OR IN ANY
OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT (1) IN THE UNITED STATES IN ACCORDANCE WITH AN APPLICABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (2) IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY U.S.
FEDERAL
OR
STATE
SECURITIES
COMMISSION
OR
REGULATORY
AUTHORITY.
FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON OR ENDORSED
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THE MERITS OF THE OFFERING OF THE SECURITIES OR CONFIRMED THE ACCURACY OR
DETERMINED THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
In the United States, this Prospectus is being furnished on a confidential basis solely for the purpose of
enabling a prospective purchaser to consider purchasing the particular securities described herein.
The Securities may not be a suitable investment for all investors. Each potential investor in the Securities
must determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor should:
(a) have sufficient knowledge and experience to make a meaningful evaluation of the Securities, the merits and
risks of investing in the Securities and the information contained or incorporated by reference in this
Prospectus or any applicable supplement;
(b) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the Securities and the impact the Securities will have on its overall
investment portfolio;
(c) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Securities,
including where principal or interest is payable in one or more currencies, or where the currency for
principal or interest payments is different from the potential investor's currency;
(d) understand thoroughly the terms of the Securities and be familiar with the behaviour of the relevant
financial markets and of any financial variable which might have an impact on the return on the Securities;
and
(e) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
The Securities are complex financial instruments and such instruments may be purchased by potential
investors as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to
their overall portfolios. A potential investor should not invest in the Securities unless it has the expertise (either
alone or with a financial adviser) to evaluate how the Securities will perform under changing conditions, the
resulting effects on the value of the Securities and the impact this investment will have on the potential investor's
overall investment portfolio.
Prospective investors should also consult their own tax advisers as to the tax consequences of the purchase,
ownership and disposition of the Securities.
The investment activities of certain investors are subject to legal investment laws and regulations, or review
or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether
and to what extent (1) the Securities are legal investments for it, (2) the Securities can be used as collateral for
various types of borrowing and (3) other restrictions apply to its purchase or pledge of any of the Securities.
Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate
treatment of Securities under any applicable risk-based capital or similar rules.
Unless otherwise specified or the context requires, references to , EUR and euro are to the lawful currency
introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty
establishing the European Community, references to £, GBP and pounds sterling are to the lawful currency of
the United Kingdom and references to U.S.$, USD and dollars are to the lawful currency of the United States of
America.
References to the Issuer, KPN and the Group are to Koninklijke KPN N.V. and, as the context requires,
any or all of its subsidiaries and consolidated joint ventures.
In connection with the issue of the Securities, J.P. Morgan Securities LLC (the Stabilising Manager) (or
any person acting on behalf of the Stabilising Manager) may over-allot the Securities or effect transactions with a
view to supporting the market price of the Securities at a level higher than that which might otherwise prevail.
However, there is no assurance that the Stabilising Manager (or any person acting on behalf of the Stabilising
Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the Securities is made and, if begun, may be ended at any
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time, but it must end no later than the earlier of 30 days after the issue date of the Securities and 60 days after the
date of the allotment of the Securities. Any stabilisation action or over-allotment must be conducted by the
Stabilising Manager (or any person acting on behalf of the Stabilising Manager) in accordance with all applicable
laws and rules.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER
ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR
A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN
ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN
APPROVAL TO, ANY PERSONS, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE OR
CAUSE TO BE MADE TO ANY PROSPECTIVE SUBSCRIBER, PURCHASER, CUSTOMER OR
CLIENT, ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS
PARAGRAPH.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers of Securities that are
"restricted securities" within the meaning of the Securities Act, the Issuer has undertaken in the Trust Deed (as
defined under "Terms and Conditions of the Securities") to furnish, upon the request of a holder of such
Securities or any beneficial interest therein, to such holder or to a prospective purchaser designated by him, the
information required to be delivered under Rule 144A(d)(4) under the Securities Act if, at the time of the request,
any of the Securities remain outstanding as "restricted securities" within the meaning of Rule 144(a)(3) of the
Securities Act and the Issuer is neither a reporting company under Section 13 or 15(d) of the U.S. Securities
Exchange Act of 1934, as amended, (the Exchange Act) nor exempt from reporting pursuant to Rule 12g3-2(b)
thereunder.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
The Issuer is a public limited liability company incorporated under the laws of the Netherlands. All of the
officers and directors named herein reside outside the United States and all or a substantial portion of the assets
of the Issuer and of such officers and directors are located outside the United States. As a result, it may not be
possible for investors to effect service of process outside the Netherlands upon the Issuer or such persons, or to
enforce judgments against them obtained in courts outside the Netherlands predicated upon civil liabilities of the
Issuer or such directors and officers under laws other than the Netherlands law, including any judgment
predicated upon United States federal securities laws.
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DOCUMENTS INCORPORATED BY REFERENCE
The current articles of association (the Articles of Association) and the Consolidated Financial Statements
of KPN are incorporated in, and form part of, this Prospectus by reference and can be obtained free of charge on
KPN's website at www.kpn.com/corporate/aboutkpn/investor-relations/corporate-governance/legal-structure.htm
and www.kpn.com/corporate/aboutkpn/company-profile/annual-report.htm, respectively.
Annual Report 2012--English version
Page
Consolidated statement of income
86
Consolidated statement of comprehensive income
87
Consolidated statement of financial position
88
Consolidated statement of cash flows
90
Consolidated statement of changes in equity
91
Notes to the consolidated financial statements
92
Independent auditor's report
155
Annual Report 2011--English version
Page
Consolidated statement of income
78
Consolidated statement of comprehensive income
79
Consolidated statement of financial position
80
Consolidated statement of cash flows
82
Consolidated statement of changes in equity
83
Notes to the consolidated financial statements
84
Independent auditor's report
143
Annual Report 2010--English version
Page
Consolidated statement of income
72
Consolidated statement of comprehensive income
73
Consolidated statement of financial position
74
Consolidated statement of cash flows
76
Consolidated statement of changes in equity
77
Notes to the consolidated financial statements
78
Independent auditor's report
138
The auditor's reports incorporated by reference are the original auditor's reports that were issued on
26 February 2013, 17 February 2012 and 21 February 2011 with respect to the Consolidated Financial Statements
as of and for the years ended 31 December 2012, 31 December 2011 and 31 December 2010, respectively. These
Consolidated Financial Statements also contained KPN's corporate financial statements. For the purposes of this
Prospectus, KPN's corporate financial statements are not incorporated by reference. In each case, unless stated
otherwise, the entire document is incorporated by reference into this Prospectus. Notwithstanding the foregoing,
where the documents incorporated by reference themselves incorporate information by reference, such
information does not form part of this Prospectus.
Potential investors should only rely on the information that is provided in this Prospectus or incorporated by
reference into this Prospectus. No other documents or information, including the contents of KPN's website
(www.kpn.com) or of websites accessible from hyperlinks on that website, form part of, or are incorporated by
reference into, this Prospectus.
4