TAKEN BY THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF ROYAL KPN N.V.
HELD ON APRIL 15, 2026 IN ROTTERDAM
The Annual General Meeting of Shareholders of Royal KPN N.V., held on April 15, 2026 in Rotterdam, resolved:
To adopt the financial statements for the financial year 2025 (agenda item 3).
To approve the remuneration report in the fiscal year 2025 (agenda item 4).
To adopt a dividend for the financial year 2025 of eurocent 18.2 per share, resulting in a final dividend of 10.9 eurocent per share (agenda item 6).
To discharge the members of the Board of Management from all liability in relation to the exercise of their duties in the financial year 2025 (agenda item 7).
To discharge the members of the Supervisory Board from all liability in relation to the exercise of their duties in the financial year 2025 (agenda item 8).
To reappoint Ms. K. Koelemeijer as member of the Supervisory Board (agenda item 10).
To authorize the Board of Management, with the approval of the Supervisory Board, to acquire the company's own ordinary shares for a period of 18 months until 15 October, 2027. The number of shares to be acquired shall be limited by the maximum of 10% of issued capital per 15 April, 2026 (agenda item 12).
To reduce the issued capital through cancellation of own shares. The number of shares to be cancelled shall be limited by the maximum of 10% of issued capital per 15 April, 2026 (agenda item 13).
To designate the Board of Management, with the approval of the Supervisory Board, as the competent body to issue ordinary shares and to grant rights to subscribe for ordinary shares for a period of 18 months, starting 15 April, 2026 and ending 15 October, 2027. The number of ordinary shares to be issued shall be limited to a maximum of 10% of the issued capital per 15 April, 2026 (agenda item 14).
To designate the Board of Management, with the approval of the Supervisory Board, as the competent body to restrict and to exclude statutory pre-emptive rights of existing shareholders upon the issuance of ordinary shares or the granting of rights to subscribe for ordinary shares, for a period of 18 months, starting 15 April, 2026 and ending 15 October, 2027. This authority shall be limited to a maximum of 10% of the issued capital per 15 April, 2026 (agenda item 15).
At the meeting, 23 shareholders with entitlement to vote were present and attended in person and 2 virtual participants. These shareholders, together with the shareholders that gave their proxy to the civil-law notary in advance, were jointly entitled to exercise 3,017,785,287 votes, representing 79.07% of the issued share capital.
Resolutions of the Annual General Meeting of Shareholders (AGM) of Royal KPN N.V. (the "Company") held on Wednesday, April 15, 2026 per agenda item:
Agenda item 3. The proposal to adopt the financial statements for the financial year 2025 has been adopted.OVERVIEW VOTES | |
Number of shares for which votes are cast at the meeting | 3,017,785,287 |
Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting | 79.07% |
Number of validly cast votes | 3,017,785,284 |
Number of votes cast "for" | 2,992,449,548 |
Percentage of votes "for" | 99.65% |
Number of votes cast "against" | 10,471,298 |
Percentage of votes "against" | 0.35% |
Number of votes cast "withheld" | 14,864,438 |
OVERVIEW VOTES | |
Number of shares for which votes are cast at the meeting | 3,017,785,287 |
Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting | 79.07% |
Number of validly cast votes | 3,017,779,634 |
Number of votes cast "for" | 2,885,431,494 |
Percentage of votes "for" | 96.57% |
Number of votes cast "against" | 102,602,822 |
Percentage of votes "against" | 3.43% |
Number of votes cast "withheld" | 29,745,318 |
OVERVIEW VOTES | |
Number of shares for which votes are cast at the meeting | 3,017,785,287 |
Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting | 79.07% |
Number of validly cast votes | 3,017,785,284 |
Number of votes cast "for" | 3,008,651,889 |
Percentage of votes "for" | 99.70% |
Number of votes cast "against" | 9,106,574 |
Percentage of votes "against" | 0.30% |
Number of votes "withheld" | 26,821 |
OVERVIEW VOTES | |
Number of shares for which votes are cast at the meeting | 3,017,785,287 |
Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting | 79.07% |
Number of validly cast votes | 3,017,785,284 |
Number of votes cast "for" | 2,937,810,762 |
Percentage of votes "for" | 97.59% |
Number of votes cast "against" | 72,426,618 |
Percentage of votes "against" | 2.41% |
Number of votes "withheld" | 7,547,904 |
OVERVIEW VOTES | |
Number of shares for which votes are cast at the meeting | 3,017,785,287 |
Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting | 79.07% |
Number of validly cast votes | 3,017,329,634 |
Number of votes cast "for" | 2,924,992,418 |
Percentage of votes "for" | 97.58% |
Number of votes cast "against" | 72,413,783 |
Percentage of votes "against" | 2.42% |
Number of votes "withheld" | 20,373,433 |
OVERVIEW VOTES | |
Number of shares for which votes are cast at the meeting | 3,017,785,287 |
Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting | 79.07% |
Number of validly cast votes | 3,017,329,634 |
Number of votes cast "for" | 2,807,068,420 |
Percentage of votes "for" | 93.29% |
Number of votes cast "against" | 202,024,313 |
Percentage of votes "against" | 6.71% |
Number of votes "withheld" | 8,686,901 |
OVERVIEW VOTES | |
Number of shares for which votes are cast at the meeting | 3,017,785,287 |
Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting | 79.07% |
Number of validly cast votes | 3,017,329,634 |
Number of votes cast "for" | 2,986,060,075 |
Percentage of votes "for" | 99.03% |
Number of votes cast "against" | 29,139,869 |
Percentage of votes "against" | 0.97% |
Number of votes "withheld" | 2,129,690 |
OVERVIEW VOTES | |
Number of shares for which votes are cast at the meeting | 3,017,785,287 |
Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting | 79.07% |
Number of validly cast votes | 3,017,329,634 |
Number of votes cast "for" | 3,009,490,751 |
Percentage of votes "for" | 99.74% |
Number of votes cast "against" | 7,803,733 |
Percentage of votes "against" | 0.26% |
Number of votes "withheld" | 35,150 |
OVERVIEW VOTES | |
Number of shares for which votes are cast at the meeting | 3,017,785,287 |
Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting | 79.07% |
Number of validly cast votes | 3,017,329,634 |
Number of votes cast "for" | 3,010,378,372 |
Percentage of votes "for" | 99.77% |
Number of votes cast "against" | 6,917,386 |
Percentage of votes "against" | 0.23% |
Number of votes "withheld" | 33,876 |
OVERVIEW VOTES | |
Number of shares for which votes have been cast | 3,017,785,287 |
Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting | 79.07% |
Number of validly cast votes | 3,017,329,634 |
Number of votes cast "for" | 3,001,853,385 |
Percentage of votes "for" | 99.49% |
Number of votes cast "against" | 15,350,197 |
Percentage of votes "against" | 0.51% |
Number of votes "withheld" | 126,052 |
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