Group 1 - KPN published its 2025 Annual Report titled "Value of Connection," highlighting a strong focus on digitalization, AI, resilience, and sustainability [1] - The company achieved solid results supported by growth across all segments and continued investments in fiber, 5G, cybersecurity, and customer service improvements [1] - KPN remains on track to meet its ambitions as outlined in the Annual Report, which was prepared in accordance with CSRD guidelines [1] Group 2 - KPN will hold its Annual General Meeting of Shareholders on April 15, 2026, where the Integrated Annual Report 2025 will be discussed [2] - The Integrated Annual Report 2025 is available online on KPN's interactive website [2] - Formal disclosures indicate that there is no inside information related to this announcement [2]

Core Viewpoint - Koninklijke KPN N.V. announced a tender offer for its outstanding notes to proactively manage its debt structure and reduce refinancing requirements while lowering the average coupon rate of its bond portfolio [2][3]. Group 1: Tender Offer Details - KPN offered to purchase £400 million of 5.00% notes due 2026 and £850 million of 5.75% notes due 2029, with £250 million and £549.996 million currently outstanding, respectively [1]. - The final acceptance amounts for the tender offer were £95.712 million for the 2026 notes and £182.458 million for the 2029 notes [4]. - The purchase price for the 2029 notes accepted for purchase was set at 105.557% [6]. Group 2: Financing and Settlement - The offers will be financed with part of the proceeds from a €500 million bond maturing on 12 May 2034, priced on 3 February 2026 [2]. - Settlement of the offers and payment of the tender consideration is expected to occur on 13 February 2026, with a total tender consideration of approximately £295 million [7]. - KPN will also make an accrued interest payment for the notes accepted for purchase [7].

Core Viewpoint - Koninklijke KPN N.V. has announced the indicative results of its tender offer for its £850,000,000 5.75% Notes due 2029, with a significant portion of the notes still outstanding [2][4]. Group 1: Tender Offer Details - The tender offer for the 2029 Notes was initiated on 3 February 2026, alongside an offer for £400,000,000 5.00% Notes due 2026 [3]. - As of the expiration deadline on 10 February 2026, valid tenders for the 2029 Notes amounted to £182,458,000 [5]. - The expected settlement date for the accepted notes is projected to be 13 February 2026, contingent upon the satisfaction of the New Financing Condition [7]. Group 2: Acceptance and Pricing - The company anticipates that the final acceptance amount for the 2029 Notes will be set at £182,458,000, with no proration expected [5][6]. - Pricing for the 2029 Notes Offer is scheduled to occur around 1:00 p.m. (Amsterdam time) on the same day as the announcement [6].

Group 1 - KPN has successfully issued a €500 million senior unsecured bond with a 3.500% coupon maturing on 12 May 2034, which increases the average maturity of its outstanding bonds [1][2] - The proceeds from the bond issuance will be used to refinance existing debt, including financing offers to repurchase part of KPN's outstanding GBP notes due in 2026 and 2029, as well as for general corporate purposes [2] - KPN holds a credit rating of BBB with a stable outlook from both S&P and Fitch, indicating a solid financial position [3] Group 2 - The bonds are issued under KPN's Global Medium Term Note programme and will be listed on the regulated market of Euronext Dublin, targeting a broad range of institutional investors [1][2] - BNP Paribas and Citigroup acted as Global Coordinators, while ABN AMRO, Goldman Sachs Bank Europe SE, SMBC, and Unicredit served as Active Bookrunners for the bond issuance [3]

As filed with the U.S. Securities and Exchange Commission on February 3, 2026 Registration No. 333-259193 (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable Not Applicable (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 11 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kepuni Holdi ...

Group 1 - KPN intends to issue a EUR 500 million Eurobond under its Global Medium Term Note programme to refinance existing debt and for general corporate purposes [1] - KPN is offering to repurchase GBP 400 million of its 5.00% notes due 2026 and up to GBP 300 million of its 5.75% notes due 2029 [2] - The transaction aims to proactively manage KPN's debt structure and reduce near-term refinancing requirements, with specific conditions for the Offers [3] Group 2 - BNP PARIBAS and Citigroup are appointed as Global Co-ordinators for the new bond offering, with several banks acting as Active Bookrunners and Dealer Managers [4] - KPN's announcement includes formal disclosures regarding the Eurobond and Tender Offer [5]

Core Viewpoint - KPN's strategic execution allows for a structural return of additional capital to shareholders through a €250 million share buyback and a projected €20.00 dividend per share for 2026, distributing all Free Cash Flow to shareholders [1]. Group 1: Share Buyback Details - KPN plans to initiate a €250 million share buyback starting on January 29, 2026, expected to conclude by June 29, 2026 [1]. - Up to 1.5 million of the repurchased shares will be used for employee share plans, with the remainder to be canceled to reduce KPN's capital [2]. - An intermediary has been engaged to repurchase shares in the open market, adhering to regulations, with purchases priced between the par value and 110% of the average closing price on Euronext Amsterdam for the five trading days prior to purchase [3]. Group 2: Authorization and Compliance - The share buyback will be conducted within the authority granted by the Annual General Meeting of Shareholders, allowing the purchase of up to 10% of KPN's issued share capital from April 16, 2025, for 18 months [3]. - As of now, 48,760,153 shares have already been repurchased under the 2025 share buyback program [3]. Group 3: Reporting and Updates - KPN will provide weekly updates on the share buyback progress, with the first report scheduled for February 2, 2026 [4].

Group 1 - The company reported FY25 Group service revenues increased by 2.7% year-on-year, with adjusted EBITDA AL of €2,636 million, reflecting a 5.1% year-on-year growth, including contributions of +1.0% from IPR and +1.0% from Althio [2] - Free cash flow (FCF) for FY25 was €952 million, with indirect costs reduced by €10 million year-on-year, indicating an improvement in operational performance [2] - In Q4, Group service revenue growth was 1.8% year-on-year, with all segments contributing positively [2] Group 2 - Consumer service revenues in Q4 rose by 1.2% year-on-year, supported by an improving trend in mobile service revenue [2] - The company experienced sustained commercial momentum in broadband, adding 12,000 net customers in Q4 and a record 38,000 for the full year [2] - Business service revenues increased by 2.3% year-on-year in Q4, primarily driven by small and medium enterprises (SME) [2] Group 3 - Wholesale service revenue grew by 3.9% year-on-year in Q4, mainly due to international sponsored roaming [2] - The company led the Dutch fiber market, adding 440,000 homes passed and 399,000 homes connected in FY25 [2] Group 4 - The outlook for 2026 includes service revenue growth of 2% to 2.5% year-on-year, adjusted EBITDA AL of approximately €2,670 million, capital expenditures around €1.25 billion, and free cash flow exceeding €950 million [2] - The company plans a 10% growth in dividends per share (€0.20 per share) and a new €250 million share buyback, returning all free cash flow to shareholders in 2026 [2]

Core Insights - KPN is executing its Connect, Activate & Grow strategy, reaffirming its 3-3-7 CAGR ambitions for the full plan period [2][3] - The company is shifting focus from infrastructure expansion to connecting and activating households, with fiber rollout continuing at a more moderate pace [3] - KPN's capital expenditure (Capex) is projected to decline to below €1 billion by 2027, remaining stable thereafter [3] - The transformation programs are accelerating, targeting approximately €100 million in net indirect operational expenditure (Opex) savings annually by 2030 compared to 2025 [3] - KPN maintains its ESG leadership with ongoing progress on its BetterInternet mission [3] - The capital allocation policy is reiterated, with full free cash flow (FCF) being returned to shareholders [3] - The dividend payout is set to be rebased to approximately 80% of FCF starting in 2026, with the remainder returned through share buybacks (SBBs) [3] - Dividend per share (DPS) growth is projected at around 14% CAGR from 2025 to 2027, compared to the previous estimate of approximately 7% [3] - Beyond 2027, KPN is targeting mid-single-digit annual FCF growth to support continued increases in shareholder returns [3]

Core Insights - KPN reported a group service revenue growth of 1.7% year-on-year in Q3 2025, driven by all segments [2] - The company added 74,000 homes passed (HP) and 82,000 homes connected (HC) to its fiber footprint, maintaining its leadership in the Dutch fiber market [2] - KPN's adjusted EBITDA AL increased by 4.4% year-on-year in Q3 2025, with contributions from various factors including a 2.6% IPR benefit [2] Revenue Breakdown - Consumer service revenues grew by 1.1% year-on-year, supported by solid broadband growth with 11,000 net adds and postpaid growth with 47,000 net adds [2] - Business service revenues increased by 1.4% year-on-year, driven by small and medium enterprises (SME) and large corporate enterprises (LCE) [2] - Wholesale service revenue saw a growth of 5.2% year-on-year, primarily due to sponsored roaming [2] Financial Performance - Year-to-date free cash flow (FCF) generation reached €606 million, reflecting a 12% year-on-year increase [2] - The company is on track to meet its full-year outlook, with a strategy update planned for November 5 [2]