Koninklijke KPN N.V. (KPN) Earnings Call Transcript & Summary

Ladies and gentlemen, I welcome you to this Extraordinary General Shareholders' Meeting of KPN. Welcome to the shareholders and other stakeholders that are following this along the live stream on our website as the Chair of the Supervisory Board. I will chair this meeting, and I appoint Mr. Spanbroek, Secretary of the company as the Secretary of this meeting. Behind the table, furthermore on behalf of the Supervisory Board, Mr. Noteboom, Vice Chair and on behalf of the Board of Directors, the CEO and Chair of the Board of Directors, Mr. Farwerck. Furthermore, present in this room are Mr. [ Lerisonrin ] in Amsterdam who will write the minutes. And on behalf of the Central Works Council and Present on behalf of the Board, Mrs. Baker Horse, Chair and Mr. Bush, Vice Chair. The intended member of the Supervisory Board, Mr. Rob Shuter, whose appointment is on the agenda today is also present at this meeting. Once more welcome to everybody. The meeting was convened in time and in accordance with the required formalities by putting the convocation in the EGM on the website of KPN on the 20th of August 2024. Now a few practical announcement, shareholders in the room have the opportunity to take the floor during the meeting. If you want to do that, please raise your hands, so I can give you the floor in order to help minute taking, I ask you to mention your name and your place -- the place where you live and to be brief. With regards to the minutes, this meeting will be recorded and one message about the language during this meeting. It's Dutch questions can be asked both in Dutch and in English Mr. Shuter whose appointment is on the agenda today will give an introduction in English, and you can use the headsets Option 1 with regard to translation into Dutch if you need a translation. Headsets, headphones with an English translation are available on request. The webcast also will be translated to English. I hope you will have a very informative meeting, and let's move on to the second item on the agenda, which is an opportunity to make recommendations for the appointment of a member of the Supervisory Board of KPN. As announced by the company, we intend to fill in the vacancy that arose following the step down of Mr. Platar in February 2024 and has nominated Mr. Shuter to be appointed in the Supervisory Board at this EGM. This position must be filled according to the profile of the Supervisory Board in particular. The Supervisory Board wants a diverse composition with regard to age, gender, experience and expertise. Furthermore, candidates should have knowledge of or experience with managing a large organization. National and/or international business matters, financial methods and/or relations between the company and society and next half affinity with telecommunications and ICT industries. We intend to propose Mr. Shuter to be appointed at first, according to the Articles of Association. I would now like to give the Extraordinary General Shareholders Meeting opportunity to use the right to make recommendations for the appointment of a member of the Supervisory Board. Does anybody in this room wish to make a recommendation for a candidate? No? I established that the Extraordinary General Shareholders' Meeting has not made recommendations for a candidate. So moving on to the third item on the agenda, the proposal to appoint Mr. Rob Shuter as a member of the Supervisory Board of KPN. The Supervisory Board proposes Mr. Rob Shuter to be appointed to the Supervisory Board of KPN by this Extraordinary General Shareholders' Meeting. I will clarify this proposal to you and refer you to further information available in the agenda. Mr. Shuter as we believe, will be a valuable addition to the Supervisory Board and complies with the requirements of the profile of the Supervisory Board. Mr. Shuter is a seasoned executive who has spent his career in telecommunications and also in the financial services industries. He was CEO of Enterprise at British Telecom between 2021 and 2023. He was a group CEO of the MTN Group, South Africa from 2017 to 2020. He was the CEO of Vodafone Europe plus 2015 to 2016 and CEO of Vodafone Netherlands from 2012 to 2016 and Group CFO of Vodacom Group also in South Africa between 2009 and 2011. Prior to that, Mr. Shuter spent several years in executive roles in the financial services industry. Currently, Mr. Shuter serves -- Mr. Shuter is considered independent within the meaning of Dutch Corporate Governance Code. The proposal to appoint Mr. Shuter is supported by the Board and also by the Central Works Council, the position can be found on the -- of the Center Supervisory Board with regard to this proposal can be found on the website of the company in the details of this meeting. For this reason, the general meeting of shareholders -- we proposed to the general meeting of shareholders to support this resolution in accordance with his nomination for a period of 3.5 years ending at the closure of the Annual General Meeting of Shareholders to be held in 2028. Mr. Shuter is in the room and I would now like to invite him to briefly introduce himself and to address the shareholders.

Gentlemen, as you see on the screen behind you, I started my career in the counting profession. I qualified with Deloitte. I spent about 15 years in financial services. And the last 15 years, I've been operating in the telecommunications industry across both South Africa, here in the Netherlands for 5 years and more recently at British Telecom. And I look very much forward to making my contribution to the success of KPN in the future. Thank you very much.

Thank you, Rob. So we will now move on to the questions about this item on the agenda. Does anybody have a question about the proposed appointment? If not, then we can now cast votes about this -- vote is the proposal to appoint Mr. Rob Shuter as a member of the Supervisory Board. And before we move on to the vote, the secretary would like to inform you about the number of shareholders present and the number of votes that is represented as such, and he will also explain how the vote will take place Jasper.

Ladies and gentlemen, at the meeting, we have no shareholders present in person and 1 proxy holder in total, the holders of 3,052,666,000 shares are present at the meeting or represented and that is 78.5% rounded off of the voting capital. All of these votes have been sent by proxy to the notary by means of the e-voting system. In few of the low number of people present, we will not use voting devices today, but we will vote orally, and the exact results will be stated on the website. Do you have any questions about this procedure? If not, we will now ask you to cast your votes, the proposal to appoint Mr. Rob Shuter as a member of the Supervisory Board of KPN. Briefly before the meeting, the notary has listed the voting instructions that she has received. These are 2,936,434,130 votes in favor of the proposal, 267,640 abstaining votes and 115,965,133 votes against the proposal. So I now establish that the proposal has been adopted the exact voting result, as stated, will be available on our website.

So thank you, Jasper. I now establish that Mr. Shuter has been appointed as a member of the Supervisory Board. Congratulations, Rob. Welcome. Let's move on to the final item on the agenda, which is closing this Extraordinary General Shareholders Meeting. I thank you for your attendance in the foyer, when you leave the room, take up -- take the stairs on the right. You will have an opportunity to consult each other. I close the meeting of the extraordinary General Shareholders Meeting. [Portions of this transcript that are marked [Interpreted] were spoken by an interpreter present on the live call.]