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Royal Kpn Nv
Apr 8, 2026 at 10:23 AM UTC
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Royal KPN N: Prospectus 2026

Base Prospectus dated 1 April 2026



Koninklijke KPN N.V.

(Incorporated in The Netherlands as a public limited company with its corporate seat in Rotterdam, the Netherlands)

Global Medium Term Note Programme

Under the Global Medium Term Note Programme (the Programme) described in this base prospectus (the Base Prospectus), Koninklijke KPN N.V. (the Issuer, which expression shall include any Substituted Debtor (as defined in Condition 16), the Company or KPN) may from time to time issue notes (the Notes, which expression shall include Senior Notes and Subordinated Notes (each as defined below)) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below).

Notes may be issued in bearer or registered form (respectively Bearer Notes and Registered Notes). Subject as set out herein, the Notes will not be subject to any maximum maturity but will have, in the case of Senior Notes, a minimum maturity of one month.

The Notes will be issued on a continuing basis to one or more of the Dealers specified herein and any additional Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a Dealer and together the Dealers). The Dealer or Dealers with whom the Issuer agrees or proposes to agree on the issue of any Notes is or are referred to as the relevant Dealer in respect of those Notes.

This Base Prospectus has been approved by the Central Bank of Ireland, as competent authority under Regulation (EU) 2017/1129 (as amended, the Prospectus Regulation). The Central Bank of Ireland only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer that is the subject of this Base Prospectus and of the quality of the securities that are the subject of this Base Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes.

The period of validity of this Base Prospectus is up to (and including) 12 months from the date of the approval of this Base Prospectus. This Base Prospectus (as supplemented as at the relevant time, if applicable) is valid for 12 months from its date in relation to Notes which are to be admitted to trading on a regulated market in the European Economic Area (the EEA).

Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin (Euronext Dublin) for Notes issued under the Programme up to the expiry of 12 months from the date of this Base Prospectus to be admitted to the official list of Euronext Dublin (the Official List) and trading on its regulated market. The obligation to supplement this Base Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid.

References in this Base Prospectus to Notes being listed (and all related references) shall mean that such Notes have been listed on the Official List and admitted to trading on the regulated market of Euronext Dublin. Euronext Dublin is a regulated market for the purposes of Directive 2014/65/EU (the Markets in Financial Instruments Directive). Application may also be made to have certain Series of Notes accepted for trading in the Private Offerings, Resales and Trading through Automated Linkages System (PORTAL) of the National Association of Securities Dealers, Inc. The Issuer may also issue unlisted Notes.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the Securities Act) or any U.S. state securities laws and may not be offered or sold in any state or jurisdiction of the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act (Regulation S)) unless the Notes are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state or other jurisdiction of the United States. Accordingly, the Notes are only being offered and sold to non-U.S. persons outside the United States in offshore transactions in reliance upon Regulation S under the Securities Act, and, in the United States, only to Institutional Accredited Investors (IAIs) or "qualified institutional buyers" (QIBs) as defined in, and in reliance upon, Rule 144A

under the Securities Act (Rule 144A) or any other applicable exemption. See Form of the Notes for a description of the manner in which Notes will be issued. Registered Notes are subject to certain restrictions on transfer, see Subscription and Sale and Transfer and Selling Restrictions.

The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a supplementary prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes.

Amounts payable on Notes may be calculated by reference to the Euro Interbank Offered Rate (EURIBOR) as specified in the relevant Final Terms. As at the date of this Base Prospectus, the European Money Markets Institute (EMMI), the administrator of EURIBOR, is included in European Securities and Markets Authority's (ESMA) register of administrators under Article 36 of the Regulation (EU) No. 2016/1011 (the EU Benchmarks Regulation) and the register of administrators and benchmarks established and maintained by the FCA pursuant to Article 36 of Regulation (EU) 2016/1011 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the UK Benchmarks Regulation).

If a benchmark (other than EURIBOR) is specified in the applicable Final Terms, the applicable Final Terms will indicate whether or not the benchmark is provided by an administrator included in the register of administrators and benchmarks established and maintained by ESMA pursuant to Article 36 of the EU Benchmarks Regulation.

The registration status of any administrator under the EU Benchmarks Regulation is a matter of public record and, save where required by applicable law, the Issuer does not intend to update this Base Prospectus or any applicable Final Terms to reflect any change in the registration status of the administrator.

The language of the Base Prospectus is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law.

This Base Prospectus is issued in replacement of an earlier base prospectus dated 1 April 2025.

Arranger

Rabobank

Dealers

ABN AMRO Barclays Goldman Sachs Bank Europe SE Santander Corporate & Investment Banking BNP PARIBAS IMI - Intesa Sanpaolo SEB Citigroup ING SMBC Deutsche Bank Rabobank UniCredit

TABLE OF CONTENTS

Overview of the Programme 4

Risk Factors 9

Important Information 25

Documents Incorporated by Reference 31

Form of the Notes 33

Applicable Final Terms 38

Terms and Conditions of the Notes 52

Use of Proceeds 86

Description of the Company 87

Book-Entry Clearance Systems 100

Taxation 104

Subscription and Sale and Transfer and Selling Restrictions 115

General Information 125

Glossary of Selected Terms 129

OVERVIEW OF THE PROGRAMME

The following overview does not purport to be complete and is taken from, and is qualified in its entirety by, the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular Tranche of Notes, the applicable Final Terms.

This overview constitutes a general description of the Programme for the purposes of Article 25(1) of Commission Delegated Regulation (EU) No 2019/980.

Words and expressions defined in Form of the Notes and Terms and Conditions of the Notes below shall have the same meanings in this overview.

Issuer: Koninklijke KPN N.V.

History and development of the Issuer

The Issuer was incorporated under the laws of the Netherlands as a public limited liability company on 1 January 1989. On 28 June 1998, its name was changed from Koninklijke PTT Nederland N.V. to Koninklijke KPN N.V. The Issuer has its corporate seat in Rotterdam, the Netherlands. It is registered under number 02045200 at the Dutch Trade Register, and its executive offices are located at Wilhelminakade 123, 3072 AP Rotterdam, the Netherlands.

LEI: 549300YO0JZHAL7FVP81

New Issuer: The Programme Agreement provides that, upon satisfaction of certain conditions precedent, a further issuer, being a subsidiary of the Issuer, may be joined as an issuer under the Programme. In such event, a new prospectus giving details of such new issuer will be prepared.

Description: Global Medium Term Note Programme.

Arranger: Coöperatieve Rabobank U.A.

Dealers: ABN AMRO Bank N.V. Banco Santander, S.A. Barclays Bank Ireland PLC BNP PARIBAS

Citigroup Global Markets Europe AG Coöperatieve Rabobank U.A. Deutsche Bank Aktiengesellschaft Goldman Sachs Bank Europe SE ING Bank N.V.

Intesa Sanpaolo S.p.A.

Skandinaviska Enskilda Banken AB (publ)

SMBC Bank EU AG

UniCredit Bank GmbH

Issuing and Principal Paying Agent, Exchange Agent and Transfer Agent:

Citibank, N.A., London Branch

Registrar: Citibank Europe PLC

Size: The Programme amount is unlimited.

Distribution: Notes may be distributed by way of private or public placement and in each case on a syndicated or non-syndicated basis.

Currencies: Subject to any applicable legal or regulatory restrictions, such currencies as may be agreed between the Issuer and the relevant Dealer, including, without limitation, Australian dollars, Canadian dollars, Danish kroner, euro, Hong Kong dollars, Japanese yen, New Zealand dollars, Sterling, Swedish kronor, Swiss francs and U.S. dollars.

Certain restrictions: Each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply will only be issued in circumstances which comply with such laws, guidelines, regulations, restrictions or reporting requirements from time to time (see Subscription and Sale and Transfer and Selling Restrictions) including the following restrictions applicable at the date of this Base Prospectus.

Notes having a maturity of less than one year

Notes having a maturity of less than one (1) year will, if the proceeds of their issue are accepted in the United Kingdom (the UK), constitute deposits for the purposes of the prohibition on accepting deposits contained in Section 19 of the Financial Services and Markets Act 2000 (the FSMA) unless they are issued to a limited class of professional investors and have a redemption value of at least

£100,000 or its equivalent, see Subscription and Sale and Transfer and Selling Restrictions.

Maturities: Any maturity, subject to applicable laws, regulations and restrictions and subject, in the case of Senior Notes, to a minimum maturity of one month.

Issue Price: Notes may be issued on a fully-paid or a partly-paid basis and at an issue price which is at par or at a discount to, or premium over, par.

Form of Notes: The Notes will be issued in either bearer or registered form as described in Form of the Notes. Registered Notes will not be exchangeable for Bearer Notes and vice versa.

Bearer Notes having a maturity of more than one year will be issued in compliance with U.S. Treas. Reg. §1.163-5(c)(2)(i)(D) (or any successor U.S. Treasury regulation section, including without limitation, regulations issued in accordance with Internal Revenue Service Notice 2012-20 or otherwise in