Bond KPN Telecom 6% ( XS2486270858 ) in EUR

KPN Telecom

100 % ▼

Netherlands

XS2486270858 ( in EUR )

6% per year ( payment 1 time a year)

Perpetual

Prospectus brochure of the bond KPN XS2486270858 en EUR 6%, maturity Perpetual

100 000 EUR

500 000 000 EUR

21/12/2025 ( In 54 days )

KPN is a Dutch telecommunications company providing fixed and mobile telephony, internet, and television services in the Netherlands and parts of Germany.

KPN issued a perpetual EUR 500,000,000 bond (XS2486270858) with a 6% coupon rate, paying annually, minimum purchase size ?100,000, currently trading at 100%.

Offering Circular dated 19 September 2022

KONINKLIJKE KPN N.V.
(Incorporated in the Netherlands as a public limited company
with its corporate seat in Rotterdam, the Netherlands)
500,000,000 Perpetual Fixed Rate Resettable Capital Securities
______________________________________
Issue Price: 99.160 per cent.
______________________________________
The 500,000,000 Perpetual Fixed Rate Resettable Capital Securities (the Securities) will be issued by
Koninklijke KPN N.V. (the Issuer) on 21 September 2022 (the Issue Date). The Securities will bear
interest on their principal amount from (and including) the Issue Date to (but excluding) 21 December
2027 (the First Reset Date) at a rate of 6.000 per cent. per annum, payable annually in arrear on 21
December in each year, except that the first payment of interest, to be made on 21 December 2022, will
be in respect of the period from (and including) the Issue Date to (but excluding) 21 December 2022 and
will amount to 14.96 per 1,000 in principal amount of the Securities. Thereafter, unless previously
redeemed, the Securities will bear interest from (and including) 21 December 2027 to (but excluding) 21
December 2032 at a rate per annum which shall be 3.769 per cent. above the Reset Reference Rate (as
defined in the Terms and Conditions of the Securities (the Conditions)) for the relevant Reset Period (as
defined in the Conditions), payable annually in arrear on 21 December in each year. From (and including)
21 December 2032 to (but excluding) 21 December 2047 the Securities will bear interest at a rate per
annum which shall be 4.019 per cent. above the Reset Reference Rate for the relevant Reset Period,
payable annually in arrear on 21 December in each year. From (and including) 21 December 2047 the
Securities will bear interest at a rate per annum which shall be 4.769 per cent. above the Reset Reference
Rate for the relevant Reset Period payable annually in arrear on 21 December 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(g) 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 percentage points 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".
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 perpetual securities in respect of which there is no fixed redemption date and shall
be redeemable (at the option of the Issuer) in whole but not in part at any time from (and including) 21
September 2027 (the First Call Date) to (and including) the First Reset Date, 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. Following the exercise by the Issuer at any time other than during the period from (and
including) the First Call Date to (and including) the First Reset Date or upon any subsequent Interest
Payment Date, of the Make-whole Redemption, the Securities may be redeemed, in whole but not in part,

at their Make-whole Redemption Amount (as defined in the Conditions). In addition, upon the occurrence

of an Accounting Event, a Change of Control Event, a Rating Event, a Substantial Repurchase Event, a
Tax Deduction Event or a Withholding Tax Event by the Issuer (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".
This Offering Circular does not comprise a prospectus for the purposes of Article 8 of Regulation (EU)
2017/1129 (the Prospectus Regulation). Application has been made to The Irish Stock Exchange plc
trading as Euronext Dublin (Euronext Dublin) for the approval of this Offering Circular as Listing
Particulars. Application has been made to Euronext Dublin for the Securities to be admitted to the official
list (the Official List) and to trading on the Global Exchange Market of Euronext Dublin (GEM).
References in this Offering Circular to the Securities being "listed" (and all related references) shall mean
that the Securities have been admitted to the Official List and have been admitted to trading on GEM.
GEM is the exchange regulated market of Euronext Dublin and is not a regulated market in the EEA for
the purposes of Directive 2014/65/EU.
The Securities have not been and will not be registered under the 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 are
subject to U.S. tax law requirements. The Securities may not be offered, sold, transferred or delivered,
directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons 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 under the Securities Act (Regulation S).
The Securities will initially be represented by a temporary global security (the Temporary Global
Security), without coupons or talons, which will be deposited with a common depositary on behalf of
Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, S.A. (Clearstream, Luxembourg) on or
about the Issue Date. The Temporary Global Security will be exchangeable for interests in a permanent
global security (the Permanent Global Security and, together with the Temporary Global Security, the
Global Securities), without coupons or talons, on or after a date which is expected to be 31 October
2022, upon certification as to non-U.S. beneficial ownership. See "Summary of Provisions relating to the
Securities while in Global Form".
The Securities are expected to be rated BB+ by S&P Global Ratings Europe Limited (S&P) and BB+ by
Fitch Ratings Ireland Ltd. (Fitch) (each a Rating Agency). Each of S&P 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.
The determination of the Reset Reference Rate in respect of the Securities is dependent upon the mid-
swap rate for euro interest rate swaps with a term of 5 (five) years as displayed on Reuters screen
"ICESWAP2" as at 11:00 a.m. (Central European time) provided by ICE Benchmark Administration
Limited and the 6-month EURIBOR rate administered by the European Money Markets Institute. As at
the date of this Offering Circular, the European Money Markets Institute is included in the register of
administrators and benchmarks established and maintained by the European Securities and Markets
Authority (ESMA) pursuant to Article 36 of Regulation (EU) No 2016/1011, as amended (the EU
Benchmarks Regulation). ICE Benchmark Administration Limited does not appear on the register of
administrators and benchmarks established and maintained by ESMA pursuant to Article 36 of the
Benchmarks Regulation. However, the transitional provisions in Article 51 of the Benchmarks Regulation

apply, such that ICE Benchmark Administration Limited is not currently required to obtain recognition,
endorsement or equivalence.
Prospective investors should have regard to the factors described under the section headed "Risk
Factors" in this Offering Circular.
Structuring Adviser

Barclays

Joint Lead Managers
Barclays
Credit Suisse
Rabobank
Santander Corporate and Investment
Banking
UniCredit

The Issuer accepts responsibility for the information contained in this Offering Circular. 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 Offering Circular is in accordance with the facts and
does not omit anything likely to affect the import of such information.
This Offering Circular is to be read in conjunction with all the documents which are
incorporated herein by reference (see "Documents Incorporated by Reference").
This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the
Issuer or the Joint Lead Managers (as defined in "Subscription and Sale" below) to subscribe or
purchase, any of the Securities. The distribution of this Offering Circular and the offering of the
Securities in certain jurisdictions may be restricted by law. Persons into whose possession this
Offering Circular comes are required by the Issuer and the Joint Lead 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
Offering Circular, see "Subscription and Sale" below.
No person is authorised to give any information or to make any representation not contained in
this Offering Circular 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 Joint Lead Managers.
Neither the delivery of this Offering Circular 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 Offering Circular 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 Offering Circular 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 greatest extent permitted by law, the Structuring Adviser, the Joint Lead Managers, the
Agents and the Trustee accept no responsibility whatsoever for the contents of this Offering
Circular or for any other statement, made or purported to be made by the Structuring Adviser, a
Joint Lead Manager, the Agents or the Trustee or on its behalf in connection with the Issuer or
the issue and offering of the Securities. Each of the Structuring Adviser, the Joint Lead
Managers, the Agents 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 Offering Circular or any such statement.
THE SECURITIES REFERENCED IN THIS DOCUMENT MAY NOT BE DISTRIBUTED
IN OR INTO THE UNITED STATES OR JAPAN. 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 OFFERING CIRCULAR CONSTITUTES AN OFFER OF SECURITIES
FOR SALE IN THE UNITED STATES OR JAPAN OR ANY OTHER 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

4

STATES EXCEPT 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.
MIFID II product governance / Professional investors and ECPs only target market
Solely for the purposes of each manufacturer's product approval process, the target market
assessment in respect of the Securities has led to the conclusion that: (i) the target market for the
Securities is eligible counterparties and professional clients only, each as defined in Directive
2014/65/EU (as amended, MiFID II); and (ii) all channels for distribution of the Securities to
eligible counterparties and professional clients are appropriate. Any person subsequently
offering, selling or recommending the Securities (a distributor) should take into consideration
the manufacturers' target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Securities (by
either adopting or refining the manufacturers' target market assessment) and determining
appropriate distribution channels.
PRIIPs Regulation / Prohibition of sales to EEA retail investors The Securities are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the European Economic Area (EEA). For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of
Directive 2016/97/EU (the Insurance Distribution Directive), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
Consequently no key information document required by Regulation (EU) No 1286/2014 (as
amended, the PRIIPs Regulation) for offering or selling the Securities or otherwise making
them available to retail investors in the EEA has been prepared and therefore offering or selling
the Securities or otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation.
UK PRIIPs Regulation / Prohibition of sales to UK retail investors - The Securities are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the United Kingdom (UK). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined
in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the
UK by virtue of the European Union (Withdrawal) Act 2018 (EUWA); or (ii) a customer within
the meaning of the provisions of the Financial Services and Markets Act 2000 (FSMA) and any
rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that
customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law of the UK by virtue of the
EUWA. Consequently no key information document required by Regulation (EU) No
1286/2014 as it forms part of domestic law of the UK by virtue of the EUWA (the UK PRIIPs
Regulation) for offering or selling the Securities or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or selling the Securities or
otherwise making them available to any retail investor in the UK may be unlawful under the UK
PRIIPs Regulation.
The Structuring Adviser and the Joint Lead Managers do not accept any responsibility for any
third party social, environmental and sustainability assessment of any Securities or makes any
representation or warranty or assurance whether the Securities will meet any investor

5

expectations or requirements regarding such "green" or similar labels. The Managers are not
responsible for the monitoring of the use of proceeds for the Securities. No representation or
assurance is given by the Structuring Adviser or the Joint Lead Managers as to the suitability or
reliability of the Issuer's Green Finance Framework (as defined herein) or any opinion or
certification of any third party made available in connection with an issue of Securities and any
such opinion or certification is not a recommendation by Structuring Adviser or any Joint Lead
Manager to buy, sell or hold any such Securities. In the event any such Securities are listed or
admitted to trading on a dedicated "green" or other equivalently-labelled segment of a stock
exchange or securities market, no representation or assurance is given by the Managers that
such listing or admission will be obtained or maintained for the lifetime of the Securities.
The Issuer's exposure to Environmental, Social and Governance (ESG) risks, and the related
management arrangements established to mitigate those risks has been assessed by several
agencies, including Carbon Disclosure Project, Dow Jones Sustainability Index, Dutch
Sustainable Brand Index, Ecovadis and MSCI, through environmental, social and governance
ratings (ESG ratings). ESG ratings may vary amongst ESG ratings agencies as the
methodologies used to determine ESG ratings may differ. The Issuer's ESG ratings are not
necessarily indicative of its current or future operating or financial performance, or any future
ability to service the Securities and are only current as of the dates on which they were initially
issued. Prospective investors must determine for themselves the relevance of any such ESG
ratings information contained in this Offering Circular or elsewhere in making an investment
decision. Furthermore, ESG ratings shall not be deemed to be a recommendation by the Issuer
or any other person to buy, sell or hold the Securities. Currently, the providers of such ESG
ratings are not subject to any regulatory or other similar oversight in respect of their
determination and award of ESG ratings. For more information regarding the evaluation
methodologies used to determine ESG ratings, please refer to the relevant ratings agency's
website (which website does not form a part of, nor is incorporated by reference in, this
Offering Circular).
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 Offering Circular 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.

6

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 and references to U.S.$,
USD and dollars are to the lawful currency of the United States of America.
References to the Issuer and KPN are to Koninklijke KPN N.V. and, as the context requires,
any or all of its subsidiaries and consolidated joint ventures.
Any forward looking statements contained in this Offering Circular speak only as at the date of
this Offering Circular. Without prejudice to any requirements under applicable laws and
regulations, the Issuer expressly disclaims any obligation or undertaking to disseminate after the
date of this Offering Circular any updates or revisions to any forward looking statements
contained herein to reflect any change in expectations thereof or any change in events,
conditions or circumstances on which any such forward looking statement is based.
In connection with the issue of the Securities, Barclays Bank Ireland PLC (the Stabilising
Manager) (or any person acting on behalf of the Stabilising Manager) may over-allot 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, stabilisation may not necessarily
occur. 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 cease at any
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.

7

DOCUMENTS INCORPORATED BY REFERENCE
The following documents (together, the Documents Incorporated by Reference) which have
previously been published or are published simultaneously with this Offering Circular and have
been filed with Euronext Dublin shall be incorporated by reference in, and form part of, this
Offering Circular:
(a)
the articles of association of the Issuer (the Articles of Association) which are available
at
https://ir.kpn.com/download/companies/koninkpnnv/Other%20Information/20180420_
Koninklijke%20KPN%20NV_AoA.PDF;
(b)
the publicly available interim financial statements of the Issuer for the six months ended
30 June 2022 (the H1 Interim Financial Statements), which are available at
https://ir.kpn.com/download/companies/koninkpnnv/Results/KPN_Q2_2022_Interim_F
inancial_Statements.pdf;
(c)
the publicly available report on the Q2 2022 quarterly results of the Issuer published on
27 July 2022, (the Q2 2022 Results Press Release) which is available at
https://ir.kpn.com/download/companies/koninkpnnv/Results/KPN_Q2_2022_Press_rele
ase.pdf;
(d)
the publicly available audited consolidated annual financial statements of the Issuer for
the financial year ended 31 December 2021 (prepared in accordance with International
Financial Reporting Standards as adopted by the EU (IFRS-EU) and with Part 9 of
Book 2 of the Dutch Civil Code) which appear on pages 96 to 157 (inclusive) of the
KPN Integrated Annual Report 2021 (the 2021 Annual Report) which are available at
https://www.jaarverslag2021.kpn/downloads/KPN-Integrated-Annual-Report-2021-
Single-navigation.pdf and the independent auditor's report which appears on pages 165
to 173 (inclusive) of the 2021 Annual Report; and
(e)
the publicly available audited consolidated annual financial statements of the Issuer for
the financial year ended 31 December 2020 (prepared in accordance with IFRS-EU and
with Part 9 of Book 2 of the Dutch Civil Code) which appear on pages 106 to 163
(inclusive) of the KPN Integrated Annual Report 2020 (the 2020 Annual Report)
which
are
available at
https://ir.kpn.com/download/companies/koninkpnnv/Results/KPN_IR_2020_Single_na
vigation.pdf and the independent auditor's report which appears on pages 171 to 179
(inclusive) of the 2020 Annual Report.
The Issuer will provide, without charge, upon request of such person, a copy of any or all of the
documents which are incorporated herein by reference. Requests for such documents should be
directed to the Issuer at its registered office set out at the end of this Offering Circular. Copies
of documents incorporated by reference in this Offering Circular can also be obtained from
http://ir.kpn.com.
In each case, unless stated otherwise, the entire document is incorporated by reference into this
Offering Circular. Notwithstanding the foregoing, where the documents incorporated by
reference themselves incorporate information by reference, such information does not form part
of this Offering Circular.
Potential investors should only rely on the information that is provided in this Offering Circular
or incorporated by reference into this Offering Circular. No other documents or information,

8

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 Offering
Circular.

9

TABLE OF CONTENTS
Page
Documents Incorporated by Reference ..................................................................................... 8
Risk Factors ............................................................................................................................. 11
Overview ................................................................................................................................. 35
Terms and Conditions of the Securities ................................................................................... 43
Summary of Provisions Relating to the Securities While in Global Form .............................. 72
Use of Proceeds ....................................................................................................................... 74
Description of the Issuer .......................................................................................................... 77
Taxation ................................................................................................................................... 92
Subscription and Sale .............................................................................................................. 97
General Information .............................................................................................................. 101

10

Document Outline

#11">RISK FACTORS CONCERNING THE ISSUER
#11">A. Risks related to the Issuers financial situation
- #11">Adverse macro-economic conditions could have a negative impact on KPNs financial condition and prospects.
- #11">Macro-economic conditions in the Netherlands could deteriorate due to continued geopolitical uncertainties in Europe and the United States, including the invasion of Ukraine by Russia, increasing protectionism and polarisation in global trade, the imp...
- #11">KPN operates in a capital-intensive business and may not have sufficient liquidity to fund its capital expenditures and investments over the longer term.
- #12">A deterioration of KPNs credit ratings could materially adversely affect KPNs ability to obtain future financing and the terms of that financing and the market price of KPNs debt securities.
- #12">KPNs financial results could be adversely affected by changes in interest rates.
- #12">KPN is subject to interest rate risk, principally related to its borrowings of EUR 6.7 billion (carrying value) per 31 December 2021. Changes in interest rates could result in higher interest expense in the future either directly for its debt obligati...
- #13">KPN has significant deferred income tax assets which may not be recoverable.
#14">B. Risks related to the Issuers business activities and industry
- #14">KPN is exposed to significant competition in all areas of its business from existing and potential new telecommunications service or IT service providers and network operators and competitors from other industries.
- #14">The sectors in which KPN competes are subject to rapid and significant changes in technology, with which KPN may have difficulty competing successfully.
- #15">Failure of KPNs telecommunications systems or security measures could significantly disrupt its operations, which could negatively affect KPNs reputation, reducing its customer base and resulting in lower revenue.
- #16">KPNs success depends on the ability to attract and retain key personnel without whom KPN may not be able to manage its business effectively.
- #16">KPNs business operational performance may be adversely affected by delays in the realization of its simplification and transformation actions.
- #17">KPN is subject to risk related to reliance on a well-recognised brand.
- #17">Dependence on suppliers and outsourcing: KPN depends on hardware, software and content suppliers and other service providers who may choose to discontinue or be forced to discontinue their services or products, seek to charge prices that are not compe...
- #17">Risks in relation to outsourcing of services may adversely affect KPNs business and may cause higher costs than initially anticipated.
- #18">KPNs business may be adversely affected by actual or perceived health risks and other environmental requirements relating to mobile telecommunications transmission equipment and devices, including the location of antennas.
#19">C. Legal and regulatory risk
- #19">KPN may fail to obtain or renew its spectrum licenses.
- #19">KPN is subject to monitoring and regulation by regulatory bodies, which may increase its costs and otherwise adversely affect its business.
- #20">KPN has been found in the past, and in the future may be found, to have significant market power in the markets in which it operates, the regulation of which may adversely affect its business.
- #21">Bans and other sanctions on suppliers of hardware and software from countries with offensive cyber security activities could significantly impact the supply chain and products of those suppliers and consequently could also harm KPNs innovation roadma...
- #21">Third parties may claim that KPN infringes their intellectual property rights, which could adversely affect KPNs business.
#22">D. Internal Control Risk
#22">RISKS RELATED TO THE SECURITIES GENERALLY
#22">(i) 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 Offering Circular or any applicable ...
#22">(ii) 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 such investment will have on its overall investment portfolio;
#22">(iii) 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 i...
#22">(iv) understand thoroughly the terms of the Securities and be familiar with the behaviour of the financial markets and of any financial variable which might have an impact on the return on the Securities; and
#22">(v) 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.
- #24">The use of proceeds of the Securities may not meet investor expectations
- #24">It is the Issuers intention to allocate an amount equal to the net proceeds from the issue of the Securities to finance and/or refinance of Eligible Green Projects (as defined in the "Use of Proceeds" section) under the Issuers Green Finance Framewo...
- #24">In particular no assurance is given by the Issuer that the use of such proceeds for any Eligible Green Projects will satisfy, whether in whole or in part, any present or future investor expectations or requirements as regards any investment criteria o...
- #24">In connection with the issue of the Securities, the Issuer has appointed Sustainalytics to provide a second opinion (the Second Party Opinion) on the Issuers Green Finance Framework. The Second Party Opinion aims to provide transparency to investors ...
- #25">In the event that the Securities are listed or admitted to trading on any dedicated "green or other equivalently labelled segment of any stock exchange or securities market (whether or not regulated), no representation or assurance is given by the Iss...
- #25">While it is the Issuers intention to invest an amount equal to the net proceeds from the issue of the Securities into Eligible Green Projects, there can be no assurance that the relevant project(s) or use(s) the subject of, or related to, any Eligibl...
- #34">During periods of rising interest rates, the prices of fixed rate securities, such as the Securities, tend to fall and gains are reduced or losses incurred upon their sale. Therefore, investment in the Securities involves the risk that changes in mark...
- #34">If Securities are issued in definitive form, Holders holding less than 100,000 of Securities may not be able to receive definitive Securities.
- #34">The Securities have denominations consisting of a minimum of 100,000 plus one or more higher integral multiples of 1,000. It is possible that the Securities may be traded in amounts that are not integral multiples of 100,000. In the event that Secu...
- #34">If definitive Securities otes are issued, holders should be aware that definitive Securities which have a denomination that is not an integral multiple of 100,000 may be illiquid and difficult to trade.
#43">1 Form, Denomination and Title
#43">2 Status
#44">3 Subordination
#44">4 Interest Payments
#52">5 Optional Interest Deferral
#53">6 Redemption
#55">7 Preconditions to Redemption
#56">8 Purchases and Cancellation
#56">9 Payments
#57">10 Event of Default
#58">11 Taxation
#59">12 Prescription
#59">13 Meetings of Holders, Modification, Waiver and Substitution
#61">14 Replacement of the Securities, Coupons and Talons
#61">15 Indemnification of the Trustee
#62">16 Notices
#62">17 Further Issues
#62">18 Agents
#62">19 Governing Law and Jurisdiction
#63">20 Contracts (Rights of Third Parties) Act 1999
#63">21 Definitions
#72">1 EXCHANGE
#72">2 PAYMENTS
#73">3 NOTICES
#73">4 PRESCRIPTION
#73">5 MEETINGS
#73">6 PURCHASE AND CANCELLATION
#73">7 TRUSTEE'S POWERS
- #92">General
- #92">Withholding Tax
  - #93">Residents of the Netherlands
  - #93">Non-residents of the Netherlands
- #93">Corporate and Individual Income Tax
  - #94">Residents of the Netherlands
- #96">Gift and Inheritance Tax
- #96">Value Added Tax
- #96">Other Taxes and Duties
#97">SELLING AND TRANSFER RESTRICTIONS
- #97">United States
- #98">Prohibition of sales to EEA Retail Investors
- #98">Each Joint Lead Manager has represented and agreed that it has not offered, sold or otherwise made available to and will not offer, sell or otherwise make available any Securities to any retail investor in the EEA. For the purposes of this provision
- #98">(a) the expression retail investor means a person who is one (or more) of the following:
- #98">(i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or
- #98">(ii) a customer within the meaning of the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; and
- #99">UK
  - #99">Prohibition of sales to UK Retail Investors
- #99">Each Joint Lead Manager has represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Securities to any retail investor in the UK. For the purposes of this provision:
  - #99">(a) the expression retail investorŽ means a person who is one (or more) of the following:
    - #99">(i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the UK by virtue of the EUWA; or
    - #99">(ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2...
  - #99">(b) the expression offerŽ includes the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities.
- #100">Japan
  - #100">The Securitiess have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the FIEA). Accordingly, each Joint Lead Manager has represented and agreed that it has not, directly or...
- #100">General
- #101">Listing
- #101">Authorisation
- #101">Significant or material change
- #101">Litigation
- #101">Clearing Systems
- #102">Documents Available
- #102">Auditors
- #102">Yield
- #102">Credit Rating Agencies
- #102">U.S. Tax
- #103">Joint Lead Managers transacting with the Issuer
#104">Glossary of Selected Terms