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

April 16, 2025

Euronext Amsterdam NL Communication Services Diversified Telecommunication Services shareholder_meeting 136 min

Earnings Call Speaker Segments

Gerard J. van de Aast

executive
#1

Ladies and gentlemen, I'd like to warmly welcome all of you to the Annual Shareholders Meeting of KPN from our headquarters in Rotterdam. We're delighted to be able to welcome you again this year, both physically and virtually. This means that our shareholders can fully participate in this meeting, both in person and virtually, including asking questions and of course, voting. As the Chair of the Supervisory Board, I will chair the meeting. I'd like to appoint Mr. Spanbroek, Secretary of the company, to my left and your right as Secretary of the meeting. And let me then also introduce some of the attendees. Behind the table here, we have the members of the Executive Board and of course, the Supervisory Board. Also present in the room are Mr. Verhagen, Mr. Mom and Ms. Laan of EY Accountants. Ms. Brinkman, on behalf of PwC, which is the auditor for the financial years 2025 through 2028. [ Ms. Bosman ], she is a junior notary in Amsterdam. She will draw up the reports, the minutes and on behalf of the Executive Board of the Central Works Council, we have Ms. [ Bakker-Horst ] and Mr. [ Krusen ]. And on behalf of the Foundation, Preferente Aandelen Preference Shares B KPN, Ms. [ Ares ]. Unfortunately, I have to inform you that Mr. [indiscernible], a member of the Supervisory Board, is unable to attend today's meeting because of other business commitments. The meeting was convened in a timely manner and of course, also in accordance with the required formalities by placing the convocation on the agenda on KPN's website on the 5th of March this year. I would also like to mention a few formal announcements, including, first of all, a remark about the voting process. The virtually participating shareholders can vote remotely in real time if they are logged into the voting platform using their own smartphone, computer or tablet. The shareholders present in this room can also vote on their own smartphone or tablet or on the tablet that they were given at the registration desk. And to vote, you have to be logged in also to the voting platform and you received instructions for this at the registration desk. If you have not been able to log into the voting platform, please do so right now because the registration will close in a few minutes. If you have any issues, just raise your hand, and we will, of course, help you. During the entire meeting, so including right now, you can enter your vote for all voting points -- voting items, if you're logged in, only at the end of the meeting, before any other business, will the vote for all voting items be closed. The voting results on all voting points will be announced after any other business point. In this way, we will least disrupt the meeting by any delays in the interconnection for those joining the meeting remotely. And of course, that shouldn't happen if you use KPN, but not everyone has KPN, do they? Then a remark about the language that we'll use during this meeting. It is Dutch. However, you may ask your questions both in Dutch and in English. For our foreign guests, this meeting will be translated in English. Questions can be asked in English, but answers will be given in Dutch and then, of course, translated simultaneously to English. Now as we announced on our website, the following options are included for asking questions. So for those of you in the room, if you wish to speak, during the meeting, please raise your hands so that I can give you the floor. And for the shareholders who participate through the e-voting system, it is also possible to ask questions during this meeting via the separate video connection. As soon as you are in the online environment via ABN AMRO, you can indicate via ask for the floor that you want to ask a question, and that will bring you to the virtual queue. You will then be connected to this venue via a KPN operator. I'd like to point out that there is a slight delay on the video link so that we will first deal with questions in the room, and then we will address the questions of remote participants. And to help the ones taking the minutes, I would like to request both the shareholders in this room and those who join virtually to mention your name and place of residents when you ask a question and also to formulate your question or comment as briefly and concretely as possible. And also a recording will be made for the purpose of the drafting of the minutes. I wish you an interesting and informative meeting. Now we're going to start with agenda item #2, which is the Board -- the report of the Board of Directors for the financial year 2024. And the next presentation will address the financial year 2024. And so I would like to first give the floor to Joost Farwerck and then to Chris Figee. And after that, you can ask your questions. So Joost, please take the floor.

Joost Farwerck

executive
#2

Thank you very much, Gerard. Welcome, everyone, and good to see all of you at our head office, of course, and also welcome to all the digital participants. 2024 was the first year of the connect and grow -- Connect, Activate and Grow strategy. We've achieved our goals, and we're also set to reach our goals for the mid- to long term. Let's take a look at the fundamentals of our strategy. Firstly, also in the period '24, '27, we'll keep investing in the best infrastructure in the Netherlands, right? We will invest more than EUR 4.5 billion among others in optic fiber. We have the ambition to provide 80% of all Dutch households. And of course, we also invest in the 5G networks and also cloud computing, et cetera. And we'd also like to further strengthen our client base, and that is not only driven by our very good networks but also by our very diverse offering of digital services and a very good client experience, customer experience. And thirdly, of course, we will continue to digitize so that we can streamline and simplify our organization. That's important because this is important for clients and customers to service themselves. And of course, the use of AI and data management will play an increasingly important role. Jointly, these strategic priorities will be our ambition to strengthen our position as #1 Internet provider to also continue to grow our profitability and, of course, to offer an attractive profit to our shareholders by continuously well functioning cash flow. I'm convinced that with our Connect, Activate and Grow strategy, we can make sure that this is good for our clients, our customers, our shareholders, our colleagues and for the Dutch society as a whole. In the field of sustainability, we will keep taking ambitious steps and we're very much confident that we will keep our leading position in the tele industry. We have a fully integrated ESG agenda, and we've set the bar yet again a bit higher for us. And we have identified 7 ambitious goals in the field of responsibility, inclusiveness and sustainability. We work for achieving a better Internet. That means not only a secured and superfast connection, but we also want to make sure that there is a trusted environment where everyone feels welcome and connected. Our ESG manifest offers us some tools to achieve this. We offer services that are reliable and secure and that also respect fundamental human rights in our complete chain -- supply chains, and we make it possible for everyone to be part of a connected society. We minimize our footprint and we maximize our imprint and we work actively to a more -- towards a more greener future, for example, through energy efficiency and circularity. And of course, safe. This is where we distinguish ourselves from other providers. We make things safer for our clients by offering a security solution that clients and customers can click themselves. And for our SME customers, this is freely available. Furthermore, in 2024, we have started an online campaign against online shaming. And this has had quite an impact on society. And as a result of that campaign, people spoke about this even in the parliament and also schools used this campaign to have the debate in the classroom. And it inspires us to keep dealing with social matters and issues and to ensure that better Internet is available for everyone. Now let me address the results of 2024. Yet again, '24 was a year of enormous challenges, inflation, geopolitical tensions. But still, we've had a good year, and our financial objectives were achieved. We see sustainable revenue growth from our services. And in the consumer market, it grew the entire year, the revenue, and that was because of mobile and broadband Internet services. The revenues from the commercial services also grew and grew in all divisions. Wholesale in the second half of the year was also growing again, mostly because of mobile. And we also saw an increase in the number of clients, both regular private consumers and also business customers, and that is, of course, important for the future. We have also invested quite a lot in our infrastructure and together with our Glaspoort joint venture, we have connected a record number of homes. And we will keep investing in our optic fiber network and the mobile network. For example, our mobile network in 2024 was growth -- was grown with licenses that we obtained through the 3.5 gigahertz auction. And our mobile network for the fourth time, by the way, in a row was voted best network of the Netherlands. It even had the best score worldwide. 2024 also was the year in which we terminated or completed the Youfone takeover strengthening, of course, our position. And together with the ABP pension fund, we launched a new joint venture around towers called Althio. After the approval of the ACM, this joint venture recently commenced, and this gives us more control about the masks and all the other infrastructure for our mobile network. Finally, the involvement of our employees and the commitment is still high because our employees are happy to work at KPN. Their satisfaction is high. So like I just said, we achieved our goals, more than 3% growth of our revenues, more than EUR 2.5 billion EBITDA, CapEx, we're at EUR 1.25 billion, a little higher than expected. And the free cash flow was also a little higher at EUR 900 million, so EUR 10 million more than the outlook. The DPS was EUR 0.17, and that will be addressed also later on. And in addition, we were also able to do a share buyback last year for EUR 200 million. Then let me dive into the performances of the different segments that we have in our company. We continuously lead the optic fiber market, and we connected 574,000 houses last year, including the Glaspoort joint venture that I mentioned before. Jointly with Glaspoort, we now cover 63% of Dutch households and we gradually work to our goal of 80% by the end of 2026. By that time, the investment level, which is currently at EUR 1.2 billion a year, will go down to a lower, more sustainable level. And our outroll process has been optimized, and we now focus on connecting households. So no more disconnecting buildings, but really actual households. And this leads also to growth of broadband customers. And the copper network is also deactivated in areas where optic fiber is already available. 3.5 million lines were actually deactivated last year and that's because superfast Internet through optic fiber in most places has become the norm. It's faster, more stable and also more sustainable and our clients that use it are more satisfied, more generous and they use more services. Now let's look at what happened in the consumer industry. So in the consumer market, we saw that the revenue in the services corrected for the Youfone acquisition grow with about 3%. We see a significant turnover growth for mobile and also a significant increase in clients and also the incomes or the revenue from broadband services because of our Optic Fiber strategy grew. And in the consumer market, we really focus on households. We call them households 3.0. And we offered a combination package, offering our customers a broader scale of the best content and digital services. And the idea is that we better serve existing customers and create loyalty. We're client-oriented company, and we find their satisfaction very, very important. And the NPS was plus 16%. And that means that we are really doing better than others in the market. And then now some relevant performance indicators in the Consumer business. Last year, yet again, a growth in broadband because of the great influx of new optic fiber clients. In total, it grew organically with 21,000, and we also saw the revenue per customer grow. And including the takeover of Youfone, we saw that in total 85,000 households were added. Also, in the mobile world, we did very well with a growth of 5%, and the trend did go down over the course of the year, but we'd expect that this will restore over the course of this year. And so we really also welcomed 150,000 new mobile customers. In addition, because of the Youfone take over 0.5 million new customers were added, of course, from them. Then let me move to the business market, the B2B. Our B2B in 2024 performed very well with year-on-year growth of 4.4%, again, corrected for the Youfone acquisition. And this was driven by basically growth in all elements. So the business Net Promoter Score was plus 4% in Q4. And also in this industry, therefore, we really are still the strong market leader. Then SME, again, the biggest part that caused the growth, commercial success in broadband, mobile, cloud and workspace. And KPN-One here is a successful platform with entrepreneurs can really simply procure services, and we keep improving and expanding this. And because of these propositions, we really expect in the future this year and next -- in the next couple of years that this will be continuous growth. The revenue trend in the large wholesale customers also grew and this is because of our KPN Smart combinations proposition that allows us to really continuously adapt to the needs of our clients like security service and extra safe Internet. Finally, then the tailored solutions part also showed significant growth. Then our wholesale segment, we have an open network policy, have had that for a year, meaning that other providers may use our network to offer their services. This is a better use of our network, and we earn back part of the investments through these other providers. So with a competitive broadband market and the migration from Youfone to KPN Retail turnover or revenue at wholesale first half 2024 is slightly under pressure. Second half growth was realized, which was because of the strong increase in our international sponsored roaming services, and we expect that this trend will continue. Then I would now like to give the floor to Chris to talk you through the financial performances and also the sustainability goals. Thank you.

Hans Figee

executive
#3

Thank you, Joost, and good afternoon, everybody. Like Joost said, in 2024, we have met our goals, and we are very confident that we will reach those goals again this year. So the financial results were solid and are on an excellent basis for the future. I'm just highlighting a few of them. Revenue, adjusted revenue 2024 grew by 3.4% compared to 2023 because of services in consumer and business markets. Second, the EBITDA adjusted increased by 3.6% despite wage indexation and inflation and then free cash flow, EUR 900 million despite having invested EUR 1.2 billion. So that's a growth of 1.6% and also resulting in the high EBITDA, obviously. Then we see an increase in revenue by 3%. Also, we discontinued some operations, but we acquired Youfone. If we look at the different segments, we see the following. So consumer market plus 3.1% compared to 2023, mainly driven in growth for mobile and broadband despite downsizing in our legacy business done, 4.4%. Growth in business, wholesale revenue then open network level with a turnover and revenue growth of broadband, but compensated by lower revenue in interconnectivity services and that adjusted EBITDA, so operational profit grew by 3.6% compared to 2023, 3.1%, if we correct for the takeover by Youfone. Revenue growth compensated for by higher cost. So the growth in direct cost was because of connection costs of other parties like Glaspoort and a different margin mix in the business market. So it's especially also wage indexation, partially countered by actions to save costs. Then if we look at 2025, we expect higher direct cost and equal indirect costs, but the impact of wage compensation will be compensated by lower energy costs and extra cost-saving initiatives. Our operational free cash flow, which is operational profit minus CapEx in plus 7% because of EBITDA growth. Our investments slightly increased in 2024 because of CapEx related acquisition, Kabeltex, a fiber company in Taxel Island. Free cash flow, EUR 900 million, again, EUR 1.6 million higher year-on-year and a net 16% of our turnover or revenue and that growth in free cash flow was mainly driven by higher EBITDA and countered by having to pay more taxes, but also we made changes in our working capital. But our cash position is very strong with almost EUR 800 million in cash and short-term investments. The ROCE then return on capital improved in 2024 by 0.4% to slightly over 14%, and that's a nice value creation for KPN. And when it comes to ROCE, we wish to improve it towards our ambition of 15% by investing in fiber and further cost saving and a sustainable margin growth. Then the sustainability performance. Joost has said it, it's in our DNA. And I would like to show you progress that we're making on the targets, CO2 reduction, circularity and diversity. As we have demonstrated, we worked very energy friendly, and we have been able to reduce our emissions and CO2 footprint. We will continue to do so. Since the beginning of 2025, we take solar energy from solar farm, Kabeljauwbeek in collaboration with Eneco utility company, and this contributes to our green goals. We want to be net zero by 2040. And this target was validated by the Science Based Targets initiative. We do everything in our power to also guarantee diversity. So we want a Board that reflects half females for the Supervisory Board and a third in the executive positions. We always strive for a higher percentage of female colleagues. So we are not only delivering on financials, but we also connect the Netherlands to a sustainable future in a sustainable way. When it comes to reporting, of course, this was the year of CSRD. So we have an annual report, including the sustainability report. A lot of work went into that and the number of pages has increased. Just as an example, the traditional report by the Management Board towards the new report meant an increase up to 160 -- sorry, 126 pages where it used to be 51 pages. So it is 2.5x as much text by adding CSRD. By the way we are fine with including CSRD because it really fits with the company's strategy. It doesn't matter how much work it takes and our reporting on CSRD is regardless of mandatory legislation, KPN will do its duty. The double materiality analysis is the foundation of the reporting. In 2023, we did this the first time in the CSRD method, and that laid the foundation for the report that you can find in the annual report. According to stakeholders, there was a detailed process to identify the most important subjects, so impact on financial materialities. And that's why we want to take a look at that, especially in the meeting today, there are 9 topics that qualify as substantive like circular economy, climate change and security. And obviously, we developed IROs and impact, risk and opportunity assessment and then we can attach KPIs to that. And part of these KPIs are already part of our goals and some of them are new and are being added. And obviously, goals are connected that we formulated. So a lot of work was done on the CSRD report. We love writing down these many, many words and verifying all of them. Our CSRD report will continue to develop, both on the content and propositions. And obviously, our accountant is going to be very happy to talk about that reports, which was integrated in our annual report. Thank you for listening. I would like to give the floor back to our Chair.

Gerard J. van de Aast

executive
#4

Thank you, Joost and Chris. Ladies and gentlemen, I would like to point out that these presentations are available on the KPN's website after the meeting. Do we have questions or comments on the presentations of the CEO and CFO? If yes, I would like to ask you to raise your hands, state your name clearly, and also your place of residence and also who you represent. I see a question right over there.

Paul Koster

attendee
#5

Thank you for your presentation. My compliments for the results. My name is Koster, the Stockholders Association, VEB. This is the first question we ask to all companies. We all know the tariffs that Trump has imposed. Is there a danger for KPN that Chinese goods will be dumped onto the market? What risks do you see? I would like to hear from you whether you stick to the financial goals that you've set out for this year or that you might be adjusting those goals? My second question is to the disruption risk of new technologies. The risk paragraph in the attachment zooms in on that. You focus strongly on fiber and with the ambition to end 2026, have connected 80% of household, but we also see other technologies, for example, satellite Internet through Starlink or Amazon Kuiper. And the annual report of 2023, I compared it to the 2024 one and especially the risk paragraph and I see something striking. In 2023, you say something different about disruptive technologies compared to this year. In the annual report, 2024, this risk is qualified as increasing. And in 2023, it was stable. What has happened in the meantime? What disruptive technologies do you see or consider a risk or danger? And then the funny thing is, at the same time, you say there will be less impact. In 2023, you say the impact is high, which makes sense if it's a disruptive technology. And now 2024, it's medium. So I'm again very curious as to what the background is to that, Chair. I see everybody's writing. So it means that I will also ask my next question, unless you stop me. You're not stopping me. So Althio, what you announced, acquisition, joint venture with ABP, you optimize the value of the passive mobile infrastructure. KPN holds 51% and consolidates the company full and will be tenant of the tower or lease through a lease contract. What advantages does KPN think it has through this new joint venture, Althio? We have seen Glaspoort, now Althio. Is there other infrastructure categories that qualify for similar partner structures. Then I have another question about the CapEx peak and the return on fiber. How robust is it when you have a drop in CapEx with all the pressure in the supply chain, et cetera? You have said that you connected 85,000 households, but I think there's many households out there that have the connection right in front of their door but haven't been connected yet. So what steps are you going to make to really convince people to switch, which 80% is nice, but we have so many more households that have the fiber of the cable right in front of them, but they're not connecting to it. What are you planning to do? And then the final question relates to VodafoneZiggo, they offer lower rates. And obviously, KPN wants to be fighting out there on the market. Vodafone has now announced a countermove, and my question is, does KPN expect that the strategic customer initiatives by Vodafone will increase competitive power of that company? And how will you counter that move? These conclude my questions. I have questions for the auditor. I'll come back to you.

Gerard J. van de Aast

executive
#6

Thank you for your question. My proposal is then that Joost answers the questions about tariffs. The questions about disruptive new technologies and also the question about Althio in the TowerCo and then the final question about what competitors do out there in the market and also the questions on goals of this year, because I think that question has already been answered, to be honest, in the presentation and the CapEx development for Chris. Joost. Go ahead.

Joost Farwerck

executive
#7

Yes. This is how we do it. Like in a roadshow, I'll just start talking and then Chris will add his comments to mine. Yes. Yes, the tariffs from the U.S.A., obviously, we are closely monitoring that. We don't have a direct trade relationship with the U.S. So if we look at interface with the U.S. and the procurement relation, then we are not importing many products from the U.S. So at this moment, we do not have direct impact. We do buy a significant amount of services from U.S. companies on European territory that is. And with the current measures, only products are affected by tariffs. So obviously, again, we closely monitor the situation. If we look at the total supply chain that we have to deal with, then obviously, we do see some tens of millions of products that we are buying from U.S. companies, but the impact is very limited for KPN. So we will not adjust our financial goals based on what's happening in the market. Right. Okay. We are now comforted U.S.-wise, but the risk is that Chinese products are becoming too expensive for U.S. citizens, and they will dump all their products in Europe. Well, that will not affect us either. We do sell on hardware to customers, but it's customers who buy that type of hardware. It's not our business model to earn anything, okay. So we offer Samsungs, iPhones and maybe headsets from other suppliers to our customers, but it's a reseller position. So for us, it's really about what to do when the operating model of KPN is affected. Our relationship with Asia, we see that Europe and the Netherlands have not had an impact of that yet. So, so far, so good. Okay. Continuing then with disruptive technologies. Obviously, we reassess this every year. You're never alone. We look at fixed wireless access, platform communication tools that pop up unexpectedly. And innovation is faster and faster and faster. So we felt that we needed to have a higher risk profile compared to 2023. But a country like the Netherlands, a super digitized country, each home will have 2 connections of cable of KPN or fiber, the best network mobile of the world, #2 is also in the Netherlands, a competitor of ours. Netherlands is a very digital, digital country and a high connectivity, high speed for an averagely low price. So before satellites or fixed wire access would be a threat or beat fiber, especially also with price offers, many things need to happen. We do see more and more technological developments, sure. But because we have such a strong position and because the Netherlands is so digital, we believe that the impact is just simply limited or medium. Althio, Chris will talk about it. It's a joint venture in which we will have more grip on towers and masks in the Netherlands that, of course, supports our infrastructure. It's a strategically smart decision to own these specific spots and also from a financial perspective as well. We are suffering from indexation and inflation corrections. So when it comes to staff, that's only normal, but when it is about renting square meters, then we don't want to incur these costs. So this prevents that they basically transfer the indexation on to us. And CapEx return rights of VodafoneZiggo, price pressure. Well, you know what, we have our own strategy. Obviously, we take a great interest in what the competition does out there, but the essence of our strategy is already something you know. We consider ourselves a market leader with a high-quality product offer, simply, our competitors can't supply. And we do not want to change competitors with better offers. We want to retain the loyal customers in our base with extra services like security and content. So with our strategy, we just have a different position in the market. We do not participate in all those games. I think the identity and strategy we have means we have chosen our own course. And this is why I'm convinced despite the market being very competitive, that we can maintain course, as simple as that. And now I would like to give the floor to the CFO.

Hans Figee

executive
#8

One more thing about Althio. There is the wish of KPN to get better control of our tower portfolio. And at the same time, there was a party that was the owner of tenant and APG in tenant wanted out. They have other things to do. So this was just a great opportunity. And the rationale, as Joost said, is mostly just being able to manage your inflation risk. And also the rollout of 5G networks and masks, that's very important for our coverage, right? We gave the entity a commitment to procure more masks. And of course, you prefer to do that with the party that you have an interest in, right? So hence, the strategic importance of doing that with a party where you also have a great part of your masks from. And by the way, they're also rented out to other telecom providers. So with regards to the CapEx, we said that in 2027, our CapEx portfolio will go down, and that is because of the fiber rollout. We are now doing that at a very high pace, and the intensity will, of course, decrease. It will not go to 0. We will not stop because it's never fully done, but the number of households, of course, will go down once they have it, they have it. And then you have to dig deeper, literally dig deeper, and that means the actual connecting of houses and especially the intensity of going or passing homes will go down, but connecting households will go up. And we really have already reached 80%, but only less than 70% is actually connected, i.e., the optic fiber cable is reaching the household, not just a building. And so the digging towards buildings will not stop, but it will decrease in intensity, but the actual connections to the homes will increase. But that is something, of course, that we can manage. That's why we feel very comfortable to also commit to that CapEx indication. So we will achieve it.

Gerard J. van de Aast

executive
#9

I saw a question there. You first. You can go next, sir.

Robert Vreeken

attendee
#10

Good afternoon, ladies and gentlemen. My name is Robert Vreeken of We Connect You. I advise the top of the business industry and also accountancy because we have to speed things up because since last year, we are suddenly in a war economy and this is why it's important that water companies, KPN, the postal service, et cetera, take the lead and obtain extra money from the government to ensure continuity. And what is also very important is the following: make Europe great again. We are in a continent with 500 million inhabitants almost. And this continent has most welfare, most money, most well being. So we have the richest people in the world. We have the best companies, and it's important that we invest 5% of our revenue in sustainability and defense because it will be much cheaper in the end if we need to really start fighting. I'm just taking -- I'm just telling you this because we've been wrong in the past. In 2015, [ Margarita ] sold I don't know how many Leopard tanks. If we still have them, then the Russians would never have entered Ukraine. And we also have a climate, tsunami, look in Europe at Central Europe, look at Spain and everything that happens. It's very important that we start planting forest, and we know that KPN does a lot, but Van Lanschot has its own forest, the [indiscernible] has one and Jolande Sap will surely agree that it's very important that other companies also have forests in other countries. So it's great that we have someone who formally represented GroenLinks and that we have her as a member of the Supervisory Board. Then batteries. I spoke about this with Mr. Farwerck. It is very important that all companies especially with the Russian threat of cyber crime and all the tariff message that are being created that we can always continue. If there is no power, if we are hacked, whatever, we need to be able to continue. It's important in life be good and tell others about it. And then, of course, we see that the fact that people like KPN has only become more last year because it is a solid partner, it's a solid thing. And I'm glad that your results are good, but let's put them to good use. And the VB, by the way, is also in its journal very positive about KPN, let's be happy. Finally, for Mr. van de Aast. He is also the Chair of NS, the Dutch Railways. And what we suffer from is that there are far too few public service -- public transport bikes, perhaps this is something that you should or can increase by at least 50%. It's much more sustainable. Otherwise, I have to take an Uber to reach my destination instead of very environmentally sustainable bike. What's KPN going to do proactively? We have to all invest 5% in sustainability and in readiness. How are we going to also -- what are we going to do to plant forests?

Gerard J. van de Aast

executive
#11

Thank you for your questions. I have to disappoint you, however, I have not been a Chair of NS, the Dutch Railways for a while already. But the good thing is the current one is seated right behind me. Mr. Dijkhuizen, so if you want to a word with him after the meeting over drinks, you can do this. But you're asking 50% increase. It was 0, so sure, easy promise to be made. Then your remark about I think whatever the commercials with the cats, I mean, I know you have -- you wanted to -- you referred to it basically, but it was quite a good one. Anyway, now more seriously, your question about the war economy and continuity and what we do in the field of sustainability. Perhaps, Joost, you can pick up that question?

Joost Farwerck

executive
#12

Well, we invest quite a lot in the sustainability of our own environment and that of our clients. Let me mention a few things. We, of course, work on the security of the KPN domains. This has been an organization that has many security policies, but we also have services of our clients that we achieve security for not only because competitors don't offer this, but also because, this is something that is very easily done. It's free. You shift the thing on your computer and it's safer. This is what we can do to make things safer for households and for other clients. This is how we make the Netherlands more sustainable and more resilient. And of course, we work for the government, for the Ministry of Defence. Of course, they are a major partner. We invest a lot in that relationship, and we are a very important partner for the government. And so next year, we will continue to build and increase our infrastructure that we provide for them. Then climate and planting forests is not really my thing. My thing, honestly, I mean, I always think that if a company suddenly starts to build forests, then they have something to hide instead of -- this doesn't apply to IKEA, for example, that IKEA makes a lot of furniture made of wood, so it would make sense. Anyway, I don't think the planting forest is part of our deal. We did take some initiatives. Also, for example, our staff association. There was an initiative whereby we received a gift of a forest, but it's not a big part of our strategy because we have a CO2 policy that already brings us to a very strong reduction and then energy policy, whereby we become net zero, only use sustainable power, I think, is close to our DNA and it will still contribute. Then batteries, this was already addressed before. And indeed, this is important that we look at being able to use power as a backup and also because the grid is filling up in the Netherlands. There are many technical locations, whereby -- where we have a huge battery, not the one that you have at home, but the one that perhaps maybe barely fits on the stage here. They're huge and also emergency installations, power generators, et cetera, for when things go wrong. We have 50 of them continuously running because in many places in the Netherlands, already the power is unreliable. So this is important. We will continue to keep looking at that. And then the cat. His name is [ Louis ], I think for your information. His name is Louis and we've been able to contract the lovely cat for a couple of more years. So you'll see him.

Gerard J. van de Aast

executive
#13

And actually, if you're wondering, this cat really exists. You had a question, sir.

Unknown Attendee

attendee
#14

My name is [indiscernible], and I represent VBDO, the Investors for Sustainable Development. And we want engagement with Royal KPN NV in the field of the sustainability performances, and we want to continue that relationship. Thank you for that possibility. We have the following questions for you. Biodiversity. Biodiversity is an increasingly important topic for companies and KPN acknowledges this by including it in the ESG strategy. VBDO would like to complement KPN for its efforts in biodiversity, especially in its own business operations. Together with the biodiversity center in [indiscernible], there are ecological areas that have been defined around your infrastructure areas and sustainable measures have been taken and guidelines have been developed for nature-inclusive buildings. VBDO appreciates these efforts and wants to urge KPN to include biodiversity also in your sustainability policy. So the question is, how is the impact on biodiversity currently investigated? And is KPN willing to also include the results of that in next year's annual report. Then livable loans, living loans, both for KPN's employees as those in the supply chain as laid down in the supplier's code of conduct. That's a range, but you also use temps and other people. So it is still not clear to us how the company ensures that also those groups receive a livable wage. So question is, how does KPN guarantee that also temp people who are contracted through external agencies and are outsourced -- in-sourced, sorry, also receive this livable loan. Then CSRD, of course, the commitment of stakeholders is very important under CSRD because it promotes transparency, increases liability and it ensures that sustainability goals fit social expectations. And we would like to complement KPN with publishing an overview of the stakeholders in the stakeholder overview and/or report, including details about how you contact them. We would like to urge KPN to ensure that affected populations and also native peoples are included in the stakeholders' policy. Question, in which way are you currently including affected local populations and native people in your policies. And are you planning on expanding these policies?

Gerard J. van de Aast

executive
#15

Thank you. Joost?

Joost Farwerck

executive
#16

Biodiversity first. Yes. We have mentioned this already in our annual report. And we are, of course, focusing now on the rollout of optic fiber, and that means that we're working on the soil. So of course, we want to see what the impact is that we create in a positive or a negative sense. And I think that because we are focusing on urban areas that is limited the effect, but we do look at what the effect exactly is when we talk about our buildings, for example, but remember, we are a company that will only formally include something as a goal if we can report on it, if it's measurable and if our auditor can also assess it. So we will look at it and perhaps we will take the step to include hard and measurable objectives. And then we will also include it in our annual report. And perhaps not, we will take a look at that over the course of the year, and then you'll see. It doesn't mean that we don't think it's an important topic, and we do, of course, want to see whether or not we can impact that as an important player in the Netherlands. Then about CSRD, you had a question about local populations down the value chain native people. So I think I can say two things. Firstly, we are now looking at the entire value chain, of course, Scope 3 and Scope 2 includes the entire supply chain. So not only will we procure in the Netherlands, but where does it come from, from which partners and how do they deal with their people. So we do that ourselves, and we have that also audited. And we do that also in collective with other companies because we are a relatively small company, of course, globally speaking. And we report on it. So I think that we already do that to the best of our knowledge and that we also organize ourselves in the best way possible to make that happen. Livable loans, yes. Is that a question for you, perhaps?

Hans Figee

executive
#17

Living wages, of course. Yes, if we look at how we commit to the guiding principles, we definitely do and we also make agreements about it with all the parties to work with, be they in the chain or agencies, external agencies. And the same thing as Joost said, look, we monitor whether or not it is going well, whether it's correct. And if needed, we take measures to improve it. And we have a human rights statement and that is to monitor better how we perform. And because of that, we have defined some groups, our own employees and also people who work for us and our clients and also our temps. They also are all in line with the CLA.

Gerard J. van de Aast

executive
#18

Thank you. Any other questions? Yes, in the back of the room, I see a person raising their hand.

Unknown Attendee

attendee
#19

Good afternoon. My name is Alexander [indiscernible] and I'm a private investor. I have a question about two things related to the credit ratings and the outlook of rating agencies, a small point and more expansive thing. On Page 25 of the annual report, I saw that Moody's has terminated the rating for KPN at the request of KPN. So my first question is, why did KPN request this from Moody's? And my second question, which is a little longer, and it is related to the outlook of rating agencies. You said just like last year -- or you came just like last year with a very positive story and what it was down to is that KPN itself, says that the results in the last couple of years have improved and that you look very positively towards the future. We see an upward trend and you have procurement programs, you also do share buybacks, the dividend goes up. And this all looks very positive. On the other hand, though, I wonder whether you should not pay a little more attention to a plan to also reduce your debt. Because I have the impression that this is a little bit forgotten. And from the annual report, I can conclude that the long-term debts are hardly going down and the short-term debts are even increasing. And of course, I appreciate the growth of dividend, and I'm happy that you buy back shares. But perhaps it might be an idea to also start using the money to reduce your debt because this might be something that the rating agencies don't like. Perhaps they are less happy with the credit rating and also the healthy situation if there are no debts and -- if there are debts, sorry. And given the positivity of KPN, I wonder whether it's not time to make sure that the outlook or the current ratings are brought upwards because if you're really doing as well as you say you are, then wouldn't it be logical that at a certain moment, the rating goes up? Or do they perhaps look at things with a more critical view because of the debt. And by the way, the credit rating agencies don't seem to appreciate KPN more. Is KPN perhaps to follow itself? Do they have a reason to be less positive? S&P and Fitch, the two remaining agencies that are now still active with respect to KPN have indicated already for a while that the outlook of KPN is stable. So that's not positive, it means stable. Furthermore, these two have a long-term rating of BBB already for a long time. They have remained the same for years. Moody's, by the way, also gave A3 rating. And the level of the ratings is basically described as lower medium grade, again, lower. Wouldn't it be desirable to have a higher rating to aim for that at least, and to at least be in the upper medium. One would think the higher the better, right? Because an upgrade never harms anyone because it also has a positive -- gives a positive image. And on the capital market, the positive rating is more positive, I think, than a negative one or a moderate one. Then these are my questions. Can you explain why the rating agencies have not upgraded or are not upgrading the outlook or the rating? And how do you view you yourself thinking that you're doing perfectly well, but the rating agencies are seeing this differently. And apparently, I don't think it's enough to improve the rating for a better outlook. And two, are you ready to give debt reduction a higher priority?

Gerard J. van de Aast

executive
#20

Well, lots and lots of questions that are exactly to the taste of our CFO. He, no doubt, can talk you through all of that.

Hans Figee

executive
#21

Well, how much time do you have rating agencies? We have a rating that we feel comfortable with BBB rates. And the debt ratio is a balancing act. You don't want too much. You don't want too little. You wouldn't have an efficient balance. Otherwise, it will cost you return on investment or you are instable and vulnerable. So we actively steer towards a net debt ratio of about 2.5 or a ceiling of 2.5 anyway. That's for us the perfect balance between not too much, not too little, enough flexibility to be able to mitigate setbacks and have an efficient balance. The rating agencies know this, and they are also very comfortable with our rating. We have a comfortable investment rate, and we wouldn't want to change that. And this is why we don't want a very low debt because, again, that would cost you a return on investment. And if you talk to the rating agencies, within the rating band we're in, KPN is one of the stronger players out there. And before they reward you with a rating upgrade, you have to go a long way. The worst thing that can happen is you get an upgrade and the year after you get a downgrade. You don't want that. These rating agencies are very conservative. And we basically have decided that we say we are okay with these ratings. So defensive and stable, not inefficient. If you look at the debt of KPN and the interest rate levels, that is consistent with a better rating. So in practice, the money we have as a debt set off against the interest rate we pay actually would mean that we should have a higher rating. But nevertheless, we will stay where we are. Obviously, we looked at reducing the debt, but return on investment at this level is quite low. So my estimation is if you were to use your equity to pay off debt that you have 3.5% return on investment. So for that same return, I'd rather invest in fiber networks. This has a better return on investments. So could we reduce the debt? We could, but the return on investment is simply not enough looking at our operations and interest rate levels. Then Moody's. We agreed with Moody's to stop that rating. We had S&P, Fitch and Moody's and two is sufficient and it would save costs as well. The annual fees that you pay to these agencies plus costs is an amount with six zeroes or more. And that's basically a waste of money if you have two agencies already. By the way, Moody's had switched to a more positive outlook. So we didn't cut the lowest rating because they were switching to a more positive outlook, but we didn't wait for that confirmation because we can save up to EUR 1 million in costs. So long story short. Managing your balance is art, wisdom and science. We want a balance that is not too inefficient, but not too sharp either, 2.5x debt ratio is comfortable for us, lowering that would not be a wise return on investment. We are fine with that, and the rating agencies are fine with that, making us very stable. And in practice, we actually act as if we have a higher rating.

Gerard J. van de Aast

executive
#22

So thank you, Chris, for this elaborate answer. Is there anybody else? Yes, I see right there, a question.

Unknown Attendee

attendee
#23

Ryan, private investor, just responding to a comment on Mr. Vreeken that [ Rota ] allegedly sold 1,000 tanks. They were only 100 in 2015. We never had 1,000 tanks. We always had less. And we have 3 divisions and a division consists of 225 tanks, so you can do the math. And now I will ask my question. I do have a question on the substance. I listened to your presentation and the fiber network goal is to have 80% of households or homes connected to fiber, the other 20% who do not qualify for such a connection, what should I think of? Because I don't like fiber, so I might actually move to an area where it can't reach me.

Joost Farwerck

executive
#24

Right. So we started out at a very low percentage, and you have to set goals. So we expect the 80% pretty soon, and we won't stop. It just means that we slow down our pace and keep on connecting. If you looked at Deutsche Telecom, our ambition is quite significant, 80% coverage. Again, we won't stop. We will also move into rural areas. We have a copper network because we don't serve 80% of the Netherlands, we do serve 100% of the Netherlands. And in the other areas, it's simple. Customers will be serviced through copper. We have an excellent mobile network. We have a unique copper network. So we can combine the two networks in households. And they can also use our mobile. So if you combine everything, you can have strong connections for each of the homes. So there's many technologies enabling us to connect the whole country and the 80% is not because we're ignoring 20%, but quite a significant goal for the short term and 2026. That's it.

Unknown Attendee

attendee
#25

A follow-up question then. But 20%, what areas are they?

Joost Farwerck

executive
#26

Well, obviously, different types of areas, it's 5% super rural, so a long distance to a connection or areas where we -- where there are other fiber networks present or areas where our planning hasn't reached that area yet, not in 2 years anyway. We once thought that we could do 350,000 homes in 1 year. We now do double. Next year, we'll be at 80%. Again, we won't stop when we reach 80%, we will slow down, and we have many other technologies because at this moment, the 20% is being serviced.

Unknown Attendee

attendee
#27

Okay. I'm looking for those specific areas, but apparently, you can't answer that.

Joost Farwerck

executive
#28

Yes. Well, again, it's -- I said, it's many different postal codes. I don't know these postal codes by heart. But I know that you live in the Hague. Yes, 2531, so remember that one. Well, I will look into that for you personally, but in the Hague, we will be finished pretty soon. So I'm going to deliver it to you personally. Any further questions? If not, thank you.

Unknown Attendee

attendee
#29

Mr. Farwerck, please, a short question, if you will.

Joost Farwerck

executive
#30

Yes, of course.

Unknown Attendee

attendee
#31

I am very happy that we have an expert in the field of tanks. Okay, so it was 750 and now it's 0. Nevertheless, Mr. Noteboom, you can do the math that in that same way, you can double things when you can reduce things. I'm very happy with the introduction of Herman Dijkhuizen because he is with World Wildlife Fund, and he is able, Well, you were at Worldwide Life Fund. And you can explain to them how important it is to plant trees and what KPN can do with it. So I think I have a great ambassador when it comes to Ms. Sap And Mr. Djkhuizen. So I'm very curious as to what comes out of it next year, it will all be right.

Gerard J. van de Aast

executive
#32

Any further questions? No further questions. Then thank you, Chris and Joost for your presentation. It means that it's Item 3. It is the adoption of the annual accounts. It was audited and confirmed with an unqualified opinion by Ernst & Young. The country-by-country report was also audited and an issue -- an unqualified opinion was issued to sustainability. Information is provided with an assurance report. During the year Ernst & Young discusses its reports with the Executive Board, the Audit Committee and with the Supervisory Board. And obviously, these reports are a subject of the conversation between the Supervisory Board and the Executive Board. Next to that, the Chair of the Audit Committee and the Chair of the Supervisory Board, Mr. Djkhuizen and me separately have meetings with the auditor about the activities and findings of the auditor. The relationship with the auditor can be characterized as open, critical, professional and constructive. Based on several meetings and the contents of the Board reports of Ernst & Young, we, as a Supervisory Board, concluded that relevant subjects and considerations have been carefully and transparently discussed between management and auditor and are very reflected in the figures of KPN. I would like now to give the floor to the accountant, Mr. Verhagen, who is here to talk us through the auditing activities that Ernst & Young did for KPN to be able to answer all questions from shareholders, EY has been exempted from its duty to remain confidential. And again, -- and there is an obligation to recover, meaning that if there are announcements that are incorrect when it comes to the annual statements, sustainability report or the unqualified opinion Ernst & Young will correct itself before the minutes become final. So after this formality, I would now to give the floor -- like to give the floor to Mr. Verhagen from Ernst & Young. There is someone who wants to make a point.

Unknown Attendee

attendee
#33

I am a lawyer by profession, and it strikes me that Mr. Verhagen, who is no doubt a very professional auditor, he did not sign the unqualified opinion. The annual report was signed by Mr. Baum. And this means that Mr. Baum is the responsible auditor. Just to give you an example, he will now give the presentation, which will be the same as Mr. [indiscernible] doing it instead of Mr. Farwerck. So it's strange to me that somebody else is now doing the presentation, whereas the person responsible for this is not here. And I've been visiting shareholder meetings for 15 years now, and this is the first time I see this. Well, this probably is a formality.

Gerard J. van de Aast

executive
#34

Yes. Mr. Baum indeed officially signed the unqualified opinion. He's right here in the audience. He probably will have an opinion if what is being said is incorrect. Mr. Verhagen has also been involved in the auditing activities for years at KPN. I know him because of that. So should there be anything of which you believe it's not correct, please let us know. And I have written down your comment and let's continue with the presentation of Mr. Verhagen.

Jules Verhagen

attendee
#35

Thank you, Chair, and thank you for the opportunity to present our auditing activities. Maybe just one comment. DSM and Baum in the past also had this type of presentation. Okay. My name is Jules Verhagen and I'm the lead audit partner for KPN. In this presentation, I will zoom in on our approach, execution, implementation and main outcomes of our Audit 2024 of the financial statement and the country-by-country reporting, fiscal reporting and our limited assurance assignment on the sustainability report from CSRD. Let's start with scope and focus first. We have audited the company and consolidated financial statements, 2024 of Koninklijke or Royal KPN N.V. and have examined whether the annual report meets legal requirements. And in addition, the company has given us the following orders. We have assessed the sustainability information, CSRD and included the results in a separate assurance report, and we have checked the country-by-country reporting. We have carried out our work with an experienced, knowledgeable and diverse team composed of individuals with relevant industry knowledge and specialists in the field of CSRD, valuation, financial instruments, taxation, IT, cybersecurity, data privacy and fraud. We used a materiality just like last year of EUR 45 million, being 2% of EBITDA after leases. Our audit is designed to enable us to detect material misstatements and to provide a high degree of assurance that the financial statements presented true and fair view. We discuss all errors found in excess of EUR 2.25 million with the Executive Board and the Supervisory Board. In our audit, we have specific attention for fraud and noncompliance with laws and regulations. We have involved forensic accountants in our audits as experts in this field, and we've established that KPN is continuously reviewing how its fraud risk management processes and governance can be further strengthened. And that Supervisory Board is periodically adequately informed by the Board of management about the risks of fraud and noncompliance. And in our audit approach, we have taken into account the risks of material misstatements. And also, we looked at analysis. So we looked with internal audit and risk management that all risks are in -- are addressed in the internal audit. We also specifically looked at the big complex contract in the business market and also management adjustments. Also, we looked at the correspondence with regulators and also with management. And in summary, we concluded that this theme is taken very seriously within both Boards. KPN is very alert on fraud signals and provide adequate follow-up insight into culture and behavior and soft controls are important factors in the assessment of the internal control environment. The tone at the top and our world is auditing. We are not behavioral scientists, but this is that we know that KPN is dealing with it. Culture, behavior and engagement are measured periodically. The theme is discussed in leadership meetings and culture and behavior are seen as -- by management as an important tool to realize the purpose and strategy of the organization. Brings me to the key findings. We have provided an unqualified opinion on the financial statements, and there are no audit differences that need to be corrected. I can also inform you that there was no difference of opinion with the Board of Management regarding the estimates and that we generally qualify the estimates made by KPN as balanced. We have tested the management report and the report of the Supervisory Board for legal requirements. We have established that there are no material inaccuracies and that this information is consistent with the financial statements. We have also established that the report complies with the Dutch Corporate Governance Code. Then with regard to remuneration, we have established that the required information has been included in accordance with SRD II. In preparing the financial statement, the Board has reviewed and documented the going concern assumption for the 12 months following the date of the financial statements. We have assessed this analysis and identified no material uncertainties that sustainability information. As you know, the CSRD Implementation Act has not been implemented in Dutch law yet. KPN, nevertheless, has chosen to voluntarily apply the CSRD in its 2024 annual reporting. With limited assurance, we have found nothing that the sustainability statement has not been drafted in all material aspects in conformancy with the ESRS standards and is compliant with the double materiality analysis. We have checked CO2 emissions of KPN's own operations, Scope 1 and 2, and we audit that and we have issued a statement with a reasonable degree of certainty. We have assessed all other sustainability information, including the included EU taxonomy information with limited certainty and we have found nothing material that the sustainability information has not been prepared in accordance with the European sustainability reporting standards. And then country-by-country reporting complies with the GRI Standard 207. Brings me to the key audit matters, the most important part of the audit. They are similar to last year. I will discuss it briefly. Obviously, first of all, the valuation of Glaspoort joint venture, KPN will participate in a joint venture called Glaspoort, together with APG pension fund from 2021. And during our audit, the focus was on the valuation of Glaspoort, including the assessment of a possible impairment. In this context, we assessed, among other things, KPN's estimate of future cash flows and the underlying assumptions. These include the WACC used and the growth rate used. And we agree with valuation reporting and explanatory notes. This also applies to the valuation of goodwill. That brings me to reliability of IT systems, including security, cyber crime and data privacy. KPN's administration is highly automated, as you know. And that is why we assess the general IT controls, including who has access to the information system and the way in which KPN controls changes in access and in programs. We have identified shortcomings in some systems. Additional audits have been carried out in this regard so that we have sufficient certainty in the context of our annual accounts audit. KPN is also taking measures to remedy the deficiencies by the way, immediately. Cybersecurity and data privacy are not a specific object of our audit. We perform our work to understand risks that may have a material impact on the financial statements. We take note of KPN's cyber risk management process, KPN's monitoring of cyber measures and the cyber incident management process. We also take note of and discuss the results of the studies that KPN conducts regarding the security of the systems and data privacy. We have not tested cybersecurity control measures independently. And our conclusion is that KPN has set up its cyber and data privacy risk and incident management in a good way. With regard to these risks, we have no indications based on our activities that material cyber or data privacy incidents have occurred that have not been reported or recognized. Then this brings me to ESG and sustainability. As already mentioned before, KPN has chosen to voluntarily prepare a sustainability report in 2024 in line with the CSRD. And KPN, we saw, has paid a lot of attention to the very careful implementation of the CSRD in the past year. It's a topic that's high on the agenda, both with the Executive Board and the Supervisory Board. And as part of the implementation, KPN has further set up its ESG governance structure, the operational processes, systems and controls. KPN has also updated the double materiality assessment in 2024 in accordance with, of course, the requirements of CSRD and also the structure of the annual report that was amended also with a separate sustainability statement in accordance with the standards. And also the disclosures on nonfinancial information have been further expanded, also in line with the results of the double materiality assessment. So in accordance with the prescribed structure of impact, since this is all very new, we have to realize that this is a journey. And sometimes it can be very complex and lead also to inherent uncertainties, right? And in the report, we've included a separate paragraph, which we, by the way, do with all of the listed companies. But this does not preclude or move away from our discussion. We just want to have a certain focus paragraph. So the first one is the process of the double materiality assessment. And our limited assurance procedures were aimed at assessing whether all mandatory DMA process steps were executed in accordance with the ESRS standards. And we have specifically focused on the alignment of material impacts, risks and opportunities according to the ESRS standards, but also to the disclosure requirements and the data points. We've also looked at the presentation to assess whether there was a balanced presentation done of the material impacts risk and opportunities. Then the second aspect is the most significant estimation of uncertainties related to the determination of the emissions in KPN's value chain, so Scope 3, and of course, the reuse and recycle rates. And that's what our limited assurance procedures focused on: a, the evaluating the appropriateness and consistent application of the criteria applied, assessing the reasonableness and also of the assumption made in the external source and also the related disclosures. We have, by the way, not implemented processes to validate these assumptions and external sources. Then finally, a remark about climate risks. The Executive Board when preparing the annual report has to verify whether the consequences of climate-related risks and liabilities were properly accounted for and also explained. Management did conduct this analysis and determined that climate-related risks do not have a material impact on the valuation of assets and liabilities. We have reviewed this analysis as well, and we can agree with that conclusion. Then what about the communication and interaction. So the collaboration with KPN. We have regular meetings, of course, with management, both Executive Board and Supervisory Board. And also from our perspective, the relationship with KPN is critical, independent, but very good in all areas. The various departments strive for a high level of quality. They act professionally and they are all knowledgeable. We publish a quarterly Board report to the Board of -- the Management Board and the Supervisory Board. And the topics we frequently reported on in 2024 are in addition to the key audit matters, tax and legal matters, acquisitions, the control framework and our view on key estimates and valuations. And we've established that the Executive Board, management and Supervisory Board take our findings as well as the findings of the internal audit risk management and compliance seriously, and they also take adequate follow-up measures. Now let me reach my conclusion. So 2024 was the last year for us because next year, PwC will be your new auditor. And in the past year, both have paid a lot of attention to careful transition and a transfer of knowledge together with KPN, of course. And in the coming years, there will be new topics that require attention, such as the risk management statement and also the simplification of CSRD and these developments have the full attention of the company and, of course, PwC as well as the next auditor. Finally, on behalf of EY, I would like to thank the KPN organization very much for the good and very professional and constructive cooperation over the past 10 years. Thank you very much for your attention and also the trust that you've placed in us. Mr. Chair, I will give the floor back to you.

Gerard J. van de Aast

executive
#36

Thank you, Mr. Verhagen. Any questions for the auditor, questions about his presentation. I see a question over there.

Unknown Attendee

attendee
#37

Thank you. I have a question to you as well about Glaspoort. What were the assumptions of the WACC and the -- why is it 6% instead of 6.5%, because when you change that, you really change the value? These kinds of changes lead to questions. And apparently, there was a bit of a discussion about it with the auditor. So I'd like to hear from the auditor how comfortable he is with the WACC of 6%. And why does he agree with it? And then another key audit matter were data -- cybercrime, data privacy, et cetera. In 2022, this was already a key audit matter, and they said that improvements needed to be made. "In 2023, this was not a topic, but in 2024, apparently, it was yet again identified as there being shortcomings in the IT change management and the access." Many words and apologies for the speed. How is it possible that -- because we're talking about a new IT system. And my question was, I saw you grinning but it's before when I asked you about why did another auditor sign, and I mean another person present instead of the one signing.

Gerard J. van de Aast

executive
#38

So with respect to the final point, let me come back to you at the end of the question round because you had basically a formal remark to make because it relates to the presentation and the questions. So at the end, I'd like to come back to that. Then with respect to the questions. First, the weighted cost of capital, the average cost of capital, why has it changed?

Hans Figee

executive
#39

Maybe first -- so it means weighted average cost of capital, we say WACC, and it's very difficult to calculate. Actually, people have been given PhDs for this, but this was the instigation of EY because they pointed the equity risk premium being a bit conservative. So they're saying you're too prudent in your determining of the weighted cost of capital. So that's why we changed it. However, it doesn't change the conclusion, right? Goodwill in the room, you have increases, but the valuation of Glaspoort on our balance sheet has enough room. And so there is enough, so that's why we were able to change it. So EY pointed out, so we were a little too conservative in that calculation. We discussed it at length and then we decided to use the method suggested by EY. So it is about how you include that risk surcharge. But it doesn't change the conclusion at all.

Gerard J. van de Aast

executive
#40

Okay. Thank you, Chris. Now I'm looking at you because this was apparently what you proposed.

Jules Verhagen

attendee
#41

Yes, the WACC as calculated is well within the range as determined independently by our experts. And the most important reason that it is a bit lower than last year is also because of the interest fees.

Gerard J. van de Aast

executive
#42

Okay. Your next question related to the IT systems. Perhaps first, a brief explanation about the issue, what we did, and then let's move to the auditor.

Hans Figee

executive
#43

In the annual control, we saw that the reporting of log-ins, the documentation of log-ins of developers working in the system were not always -- was not always correct, right? And EY told us correctly that the access to the systems need to be fully documented even if they're just developers. You have to document it so that you can always backtrack and know who had access to the systems and why. So that's why we took action and that was -- that loop was closed, and that was through a workaround, but of course, we also came up with a long-term thing to have professional access control because we couldn't demonstrate always who exactly accessed the systems when and where. And so it was a very correct point, and that was a good remark. So we got to work with it.

Jules Verhagen

attendee
#44

Yes, I have very little to add. This is indeed exactly the way it went, and we review this every year again.

Gerard J. van de Aast

executive
#45

So all right. Thank you. Anyone else have a question?

Unknown Attendee

attendee
#46

The latter was a little bit too difficult, because in '22, it was also a thing and in 2024, again. So there is a 24-hour IT system or something because, I mean, in '24, there was a new IT system or what is it? Why -- what happened in '22 and what measures were taken then?

Jules Verhagen

attendee
#47

In 2022, we didn't have any remark related to the process, the AM process. But they were -- the outcomes of our test works were such that we could immediately provide support. In 2023, we observed a number of emissions, and that is what the company took adequate action for. So that answer things.

Unknown Attendee

attendee
#48

Sorry, but in 2022, it was a key audit matter. And you said, "We identified situations where controls needed improvement." So it was a key audit matter. So my question is how should we view this then?

Jules Verhagen

attendee
#49

In 2022, it was a key audit matter, yes, but there were different situations than in 2023. So that's it. In 2022, we talked about the implementation of new systems where all points of attention that related to that were addressed in a very adequate manner by the company. And in 2023, there were other things that we observed.

Unknown Attendee

attendee
#50

So the one -- the system of '24 is new.

Jules Verhagen

attendee
#51

No. In 2023, over the course of 2022, sorry, last year, in the annual accounts that relate to 2023, so during the course of that year, new system was implemented. So partly, there was an old system and partly a new system in 2024, everything was functioning under the new system.

Gerard J. van de Aast

executive
#52

All right. Anyone else with any questions about the auditor presentation? If there are none, then let me get back to the formal matter. So the reason that Mr. Verhagen is giving this presentation is that he was the lead partner of the audit team. So it was -- he was selected. And Mr. Mom is the signing partner. So again, formal question to Mr. Mom, can you agree with what your colleague presented today, both with respect to the presentation and the answers to the questions? His answer is yes. So that deals with that formal point. Thank you, and thank you, Jules. Then that means that there are no further questions, and that means that we can continue to vote. But before we do that, I would like to thank Ernst & Young. 2024 was the last year over which they were the auditor. After 10 years, they are now stepping down. And as from next year, PwC will take over and Ms. Brinkman from PwC is also here. In the last 10 years, Ernst & Young with a large group of professionals and with different responsible partners, reviewed not only the books of KPN but also kept us sharp and also gave us advice with respect to risk management and improvements therein as well as the reporting and we, as Supervisory Board members and also the Executive Board, and I think I can also speak on behalf of the shareholders are very, very grateful for that. So Jules and [ Angie ], and all your colleagues who spent so many days and sometimes even nights to check our work, thank you so much for your efforts and especially for your very critical and very constructive attitude. Thank you so much. Then we can now move on to the first voting item on the agenda. The Secretary will inform you about the number of shareholders present and the number of votes present, and he will also explain how you can vote. Jasper.

Jasper Spanbroek

executive
#53

Thank you, Gerard. So at the meeting, we have 25 shareholders or representatives present. Three shareholders are participating virtually. So in total, the holders of 2,925,122,493 shares are present or represented at the meeting, which is a little more than 75% of the issued voting capital -- voting capital issued, sorry. Of these, more than 2 million -- and apologies, it went so fast for the interpreter that we were not able to, but surely, you will see them in the report. Anyway, those were received via power of attorney to the notary. These are all proxies with voting instructions that have already been entered into the voting system. Then how do you vote? Well, the ones participating virtually can vote once they're logged in through their smartphone, tablet or computer, and the shareholders present in this room can vote via their smartphone or tablet. You should have already all been logged in with the details that you received upon registration. If that should not be the case yet, then please raise your hand because we have people who can help you. I don't see anyone, so that means that you're all doing well, good. You will see that you can vote in favor, against or abstain from voting. And once you voted, the screen will show you what you've chosen. You can now cast your vote or you can do that later until the -- any other business. As long as that has not started, you can not only vote, but also amend your vote if you should want to. So like we said before, the results will only be announced at the end of the meeting after any other business. Does anyone have a question? If not then I can give the floor back to the Chair.

Gerard J. van de Aast

executive
#54

Thank you, Jasper. I would now like to invite you to vote on this agenda item. So it concerns the adoption of the annual accounts for the fiscal year 2024. And as the Secretary already explained, you can vote during the entire meeting on this point and other points. Let's continue to agenda item #4, the remuneration report for the fiscal year 2024. We'd like to inform you now about the implementation of that policy for members of the Executive Board and of the Supervisory Board in the past fiscal year. You can cast an advisory vote on this and I will come back to that later. First, I'd like to give the floor to Mr. Noteboom. As the Chairman of the Remuneration Committee, he will inform you about the implementation of the remuneration policy for the Executive Board and the Supervisory Board in 2024.

Ben Noteboom

executive
#55

Right. Remuneration, what a lovely word. The report has been drawn up in line with the requirements arising from the applicable laws and regulations. And by way of introduction, I would like to briefly explain the principle of the current remuneration policy of the Board of Management, which was approved in 2024. The remuneration policy for KPN's Board of Management is based on principles in line with market and society, composition of the remuneration package for the Executive Board consists of a base salary, a short-term and a long-term variable remuneration and additional fringe benefits. The short-term variable remuneration is based on cash with an on-target level of 90% of the base salary for the CEO and 60% for the other members of the Board of Management. The remuneration depends on the achievement of different financial and nonfinancial objectives. So more specifically, 3 financial objectives and 2 nonfinancial objectives with a weighting of 70% and 30%, respectively. The maximum performance of the short-term incentive plan, STI is 150% of the on-target level. On the long-term variable remuneration is based on performance-related stocks with an on-target level of 135% of the base salary for the CEO and 90% of the base salary of the other members of the Executive Board. This remuneration also depends on the achievement of various financial and nonfinancial objectives. Again, with a respective weighting of 70% and 30%. The maximum performance of the LTI, the long-term incentive plan is 200% of the on-target level. If we then look back at 2024, I'd first like to explain the outcomes of the variable remuneration schemes over the past period. You can see the results on the screen. There we go. The outcome of the short-term variable remuneration plan over the calendar year 2024, the total is 73% of the on-target level compared to the financial objectives as established at the beginning of the year, the free cash flow, EBITDA and service revenue performance just above the on-target level. As regards the nonfinancial targets, both the NPS performance, that's the measure for customer satisfaction plus the broadband-based performance, the measure of the number of active commercial broadband connection has fallen below the minimum level. These results then lead to the outcome of 73% of the on-target level. In line with the existing remuneration policy, a maximum of 50% of the short-term variable remuneration after deduction of statutory levies will be paid out in the form of shares if the directors do not yet comply with the shareholder directive. This directive is based on 250% of the base salary for CEO and for other members of the Board, 150% of base salary. The long-term variable remuneration plan concerns the outcome based on the LTI plan 2022 for which the financial and non-financial objectives have been measured over the years '22, '23 and '24. The performance of the long-term variable remuneration came in at 105.6% of the on-target level. This outcome is a result of the performance of the financial targets in the areas of relative total shareholder return, TSR, free cash flow and the nonfinancial targets in the areas of sustainability and gender diversity. The relative TSR performance is measured against the stocks Europe 600 Telecommunications Index, the so-called peer group that currently consists of 18 companies, KPN has finished in third place of the reference group and thus performs between on-target level and the maximum level. The free cash flow performance measured as an aggregated target over these same 3 years has come in between the minimum and the on-target level. As regards, the nonfinancial targets, the sustainability objective based on a reduction in Scope 3 emissions across the -- our entire chain came at the sub-top. And gender diversity objective came in at the minimum level and for the senior management population below the minimum level. These outcomes in the end add up to the percentage of 105.6%. The screen shows the number of shares that will be acquired in mid-April 2025 on the basis of the LTI plan 2022. The acquired shares may not be sold for a period of 3 years. This is the so-called lock-up period. As every year, the Remuneration Committee also considered whether there were reasons to adjust the outcome of the variable remuneration, we have seen no reason for this. However, the base salaries of the members of the Executive Board have been increased by 3% as of June 1, 2024, and for the CFO by 7.2%. In accordance with the remuneration policy, the development of collective labor agreement salaries within KPN and the salary development at companies that are part of the peer group were examined. Base salaries were not increased in 2023, and the current increases are clearly lower than the increase in salaries of our employees. The slightly higher increase for the CFO is prompted by a better alignment with the benchmark, his responsibilities and his experience. The remuneration report 2024 also provides insight into the company's pay ratio. This ratio is based on the ratio between the highest earning officer, in this case, CEO, and the average remuneration of the other employees. The pay ratio is calculated on the basis of IFRS assumptions and is 29% for 2024. For a more detailed explanation of the calculation method, I would like to refer to the relevant pages in the remuneration report. For the STI and LTI 2025 plans, we are continuing the financial and nonfinancial targets that we had also set in the STI 2024 and LTI 2024 plans. For the short-term variable remuneration, so STI 2025, in addition to the nonfinancial targets, we look at the Net Promoter Score and the number of broadband connections. For the long-term variable remuneration, in addition to the standard financial targets, we are again looking at a reduction in Scope 3 emissions across the entire chain and gender diversity within our organization's senior management population. We believe that these objectives are best aligned with the purpose, strategy and ambitions of the company at the moment and that we stimulate management and employees in the right way to achieve the objectives for the long-term value creation. Back to you, Gerard.

Gerard J. van de Aast

executive
#56

Thank you, Ben, for explaining this and talking us through the remuneration policy and implementation. Any questions about this particular item? I note that there are no questions. Online, maybe? No. Then I would now like to invite you to cast a so-called advisory vote on the 2024 remuneration report. This means that you can simply vote as you are used to. With for, you indicate that you agree with our remuneration report; with against, you indicate that you do not agree with it. Your vote has no consequences for the remuneration awarded for 2024, but we will take it into account in the implementation of our policy for the future. You can cast your vote now or later during the meeting until the time of the -- any other business item. Fine. We then now move to Item 5, the explanatory notes to the financial and dividend policy, and I would like to give the floor to Chris Figee for an explanation.

Hans Figee

executive
#57

Thank you, Gerard. I would like to explain our dividend policy. I already gave a lecture on credit rating. So I'll be very brief. We are very much committed to our investment rating profile. Our outstanding debt increased by EUR 280 million compared to last year as consequences of [ EUR 1 billion ] issuance of bonds, partially compensated by other plans in buyback and issuing. At the end of 2024, we had a liquidity of EUR 8.8 billion, and EUR 1 billion in nonused facilities. The expected repayments are according to schedule on the financial markets. Our net debt ratio, EBITDA increased to 2.4%, which is below the ceiling of 2.5%, then we have an average of 6.3 years in term, and our interest rate coverage is 10x and very, very robust, a robust balance and a very solid financial position. KPN has a healthy access to the capital market as well. Then an attractive dividend -- again, a healthy risk profile is important to us and our stakeholders and our decisions are always well considered. So robustness and stability always comes first, and all stakeholders are looking at what we offer here. And this means that we now have a regular dividend for EUR 0.17 on each share for 2024. So our interim dividend of 6.8%. Obviously, if you do your math, it means that you still have EUR 0.102 per share to be had after approval of this meeting, and it will be paid out on the 28th April. So for 2025, we intend to pay out a regular dividend of EUR 0.182, which is an increase by 7%. And over the period to 2027, again, the dividend will grow by another 7%, because we successfully execute our strategy and our financial position that is healthy. We can offer a healthy dividend every year and add to that structural payouts to shareholders. For example, in 2024, we had a EUR 200 million buyback program and the buyback program for this year will amount to EUR 250 million. It means that we will have EUR 950 million in payouts to our shareholders. That's slightly higher than the planned free cash flow and it is also a little bit of compensation for what we paid out less in 2024. But for the 2 years, jointly, we have paid out equally for both years -- slightly more in 2025 compared to 2024. So from 2024 to 2027, we expect to pay out a full EUR 1 billion in share buyback programs. And that concludes everything I have to say about that. And I would like to give the floor back to the Chair.

Gerard J. van de Aast

executive
#58

Thank you, Chris, for explaining this. Are there questions about this particular subject? No, I don't see any online questions. I conclude that there are no further questions. Then this item has been addressed, concluding that the general meeting has been informed about the financial and dividend policies of KPN. Moving to Item 6, which is a proposal to determine the dividend for the financial year. Mr. Figee has just explained the financial and dividend policy and has also reflected on the previously expressed intention to pay a dividend of EUR 0.17 per ordinary share for the financial year 2024, as also described in the more detailed explanatory notes. In line with the previously expressed intention, the Board of Management with the approval of the Supervisory Board proposes to the Annual General Meeting to declare a total dividend of EUR 0.17 per ordinary share for the year of 2024. If you agree to this proposal, the final dividend for the year 2024 amounting to EUR 0.102 per ordinary share, subject to Article 33 of KPN's Articles of Association will be made payable on April 28, 2025, as previously mentioned by Mr. Figee. Any questions? I note that there are no questions. Then I would like to invite you to vote on this item of the agenda. The vote concerns the proposal to adopt the dividend for the 2024 financial year at EUR 0.17 per share. As mentioned, you can cast your vote now or later during the meeting until the time of the any other business item. Now we move to items 7 and 8. Item 7 concerns the proposal to grant discharge to the members of the Executive Board, and Item 8 concerns the proposal to grant discharge to the members of the Supervisory Board. Every year, we ask you, after having adopted the financial statements, to discharge the Board of Directors or management and Supervisory Board. The discharge concerns the policy as it appears from the annual accounts or that has been disclosed to you in some other way. We have already discussed this in -- under agenda Item 2, which was the report of the Management Board for the financial year 2024. When voting on discharge, a distinction is made between the Executive Board and the Supervisory Board because you can vote on all agenda items throughout the meeting. I combine the discussion of these 2 agenda items. The discharge of the Management Board concerns all current directors and the discharge of Supervisory Board concerns all current members of the Board as well as Mr. Plater, who stepped down in 2024. Then we will now move to questions on this agenda item. Does anyone have anything to add -- a question about these proposals? If not, online, maybe, thank you. I then conclude that there are no further questions, and I would like to invite you again to cast your vote. It concerns the proposal to discharge the Executive Board, and that is Item 7, and the discharge of the Supervisory Board, which is Item 8. And again, the vote remains open until the time of the any other business item. Moving on to Item 9, the proposal to amend the Articles of Association. The Board of Management, with the approval of Supervisory Board proposes to the AGM that KPN's Articles of Association be amended. The most important change relates to the inclusion of a procedure for the absence and inability to act of one or more members of the Supervisory Board, whereby this propose that the Supervisory Board can appoint a temporary replacement. If all members of the Supervisory Board are absent or unable to attend, this right would rest with the Board of Management. The existing provisions regarding the absence and inability to act of members of the Board of Management will be harmonized with the new regulations for the Supervisory Board. Other proposed changes relate to correct references to amended legislation, for example, remuneration policy for the Supervisory Board or affects the naming of Euronext Amsterdam. You now have the opportunity to speak or ask questions. Anybody? Questions? No? If not, online, maybe. Then you also may cast your vote on this item, it concerns both the proposal to change Articles of Association. And again, you can vote until the start of the any other business item. Then, Item 10, opportunity to make recommendations for the appointment of a member of the Supervisory Board. At the close of this Shareholder Meeting, the first term of office of myself, the second term of appointment of Mr. Overbeek, and the third term of appointment of Ms. Sap will end. The Supervisory Board intends to fill two of the vacancies created by the expiry of these terms of appointment by nominating candidates for appointment by this General Meeting of Shareholders. The composition of the Supervisory Board will, therefore, be reduced to 8 members. The vacancies that have arisen must be filled in accordance with the profile of the Supervisory Board. In particular, the Supervisory Board strives for a diverse composition in terms of age, gender, experience and expertise. And in addition, candidates will need to have knowledge of/or experience in the management of large companies, national and/or international business, finance and/or business to society relations. And in addition, the candidates must have an affinity with the telecommunications and IT industry. Supervisory Board is convinced that it is also of great importance for the company to guarantee continuity within the Supervisory Board. And in that context, Ms. Sap and I have indicated that we are available for reappointment. On behalf of the Board of Management and the Supervisory Board, I would now like to start, first of all, by thanking Mr. Overbeek for his important contribution to KPN. Mr. Overbeek has been a member of the Supervisory Board since 2017 and Mr. Overbeek has been a member and Chairman of the Strategy and Organization Committee. And in recent years, he has been a member of the ESG Committee. Mr. Overbeek was of great value to the Supervisory Board and the Board of Management because of his extensive managerial experience and knowledge of the international business community, especially in the IT industry. We will miss him very much, and we would like to thank him very much for his important contribution to the company and dedication to KPN, its employees and its shareholders. Thank you. In accordance with the Articles of Association, I would now like to give the meeting the opportunity to make use of the right to make a recommendation for the appointment of a member of the Supervisory Board. Is there anyone who wishes to propose a candidate?

Unknown Shareholder

shareholder
#59

I do not have a recommendation, but I do have a question.

Gerard J. van de Aast

executive
#60

I will get back to that in a moment. Let's deal with this first, and then I'll get back to you, sir.

Unknown Shareholder

shareholder
#61

Okay.

Gerard J. van de Aast

executive
#62

Recommendations. Any recommendations? No. Good. Then prior to the meeting, we have not received any recommendations for nomination. So we can now state that the general assembly has not made any recommendation for a candidate. Then that means we can now proceed with the proposed reappointment. And before I do that, let me get back to you.

Unknown Shareholder

shareholder
#63

Yes. I have a question about the reappointment of Ms. Sap. You have already been here 2 times 4 years and then 2 years in the third term. And now yet another term of 2 years, which is quite exceptional, I think, according to the Corporate Governance Committee. This has to be explained. I know that you have a lot of experience with ESG, which is great because it's a very relevant topic in these times. But you will only stay on for 2 years. And for the next dozens of years, this is something that KPN will have to work with. So Mr. Chair, what was your reason to not invest in the long term and to have someone that can keep basically being here with a large number of years because we have CSRD, CSRDDD and why have you not invested in the longer term?

Gerard J. van de Aast

executive
#64

Thank you for your question. You're right that indeed it is a bit of a specific reappointment, as you said yourself, but we're also dealing with a specific candidate. And Ms. Sap has been a member already for years of the Supervisory Board, and she was that also upon the recommendation of the Works Council, which by the way, is not the case now. But for us, as the Supervisory Board, it was very important to really be able to keep our specific knowledge and skills, especially with everything that relates to ESG to be able to make use of it for a few more years. And yes, you're right, this will not be forever. And if -- by the way, if she's reappointed, this will be her final term. So 2 more years. But then that also gives us 2 years to look for a fine successor, right? So we are very happy with the fact that Ms. Sap is willing to keep working for this company and given her background and her experience in the company. And I mean, she's -- it's very simple. She is a very good Supervisory Board member. We can -- that's it.

Unknown Shareholder

shareholder
#65

Thank you for the explanation. I also have a question for Ms. Sap herself. This is quite a heavy Supervisory Board, especially with everything that's happening with ESG. And you also have an important position at Triodos and whoever reads the papers knows that quite a lot of things are going on there that is also part of the foundation. Soon, Triodos will be a listed company. So you'll have your work cut out for you. And you also have other work. How do you combine all these things?

Jolande Sap

executive
#66

Well, what helps me a great deal is that I do this as my main position. I don't have another full-time job in addition to this. And it keeps me off the streets. But it also really gives me the opportunity to create the right balance in my life.

Gerard J. van de Aast

executive
#67

Thank you, Jolande. Any other questions? No. Good. Then let's continue with the first proposed reappointment. And for that, I'd like to give the floor to Mr. Noteboom, who is the Vice Chair of the Supervisory Board, because obviously, this is going to be about me.

Ben Noteboom

executive
#68

Thank you. Yes. So I will indeed explain this proposal, and I will also like to refer you to the other information you were able to find in the agenda. Mr. Van de Aast meets all requirements and particularly with regard to his extensive managerial experience gained in various industries in the Netherlands and abroad and also his connection with the Dutch business community and the Dutch society. His broad international management and entrepreneurial experience is of great value to KPN as also evidenced by his contribution during his first term of appointment. As a Chair, he has also successfully contributed to team development within both the Supervisory Board and the Executive Board. Mr. Van de Aast is considered independent within the meaning of the Dutch Corporate Governance Code and the Supervisory Board is therefore pleased to nominate Mr. Van de Aast for reappointment as a member of the Supervisory Board for a period of 4 years, ending at the close of the Annual Meeting of Shareholders to be held in 2029. The Executive Board and the Central Works Council support this nomination. Does anyone feel the need to make a remark or ask a question about this proposed reappointment? Then you may now cast your votes on this item. The vote concerns the proposal to reappoint Mr. Van de Aast as a member of the Supervisory Board. You can vote on this until, like we said before, the any other business item. And now I'll give back the floor to Gerard.

Gerard J. van de Aast

executive
#69

Thank you, Ben. Good, and we can now continue on with agenda Item 12, which is the proposal to reappoint Ms. Sap as a member of the Supervisory Board. Let me briefly also explain this proposal, and of course, I can refer you to the other information in the agenda. Ms. Sap also meets all requirements of the profile, in particular in relation to her extensive knowledge of and experience in the public sector, insights into business and society relations, and her knowledge and expertise in the field of sustainability. Ms. Sap has been a member of the Supervisory Board since 2015. And during the most recent team, she led and shaped the ESG Committee of the Supervisory Board. Her knowledge and commitment to making the business community more sustainable have always been very valuable to KPN. Ms. Sap is also very much appreciated for her contribution to the Audit and Remuneration Committee and also for her relationship with KPN's employees. Ms. Sap is considered independent within the meaning of the Dutch Corporate Governance Code. And as we already mentioned, the Supervisory Board is of the opinion that precisely because of the volatility of the political landscape surrounding ESG at the moment, it is very much desirable to reappoint Ms. Sap one last time for a term of 2 years. The Executive Board and the Central Works Council also support this nomination. So I would like to propose that Ms. Sap be appointed as a member of the Supervisory Board for a period of 2 years in accordance with the nomination as included in the agenda. Does anyone have a question about this item? If not -- not online either, good. Then I can state that there are no questions, and that means that you can now cast your vote, i.e., the proposed reappointment of Ms. Sap as a member of the Supervisory Board. And you can also cast your votes on this item until we start with any other business. Now let's move on to agenda Item 13, which is information about the future composition of the Supervisory Board. I would like to inform you that the Supervisory Board does not have the intention to fill the vacancy that will arise as a result of the stepping down of Mr. Overbeek. At present, we believe that the Board has the right balance of composition with respect to expertise, diversity and knowledge. And therefore, the number of members will be reduced to 8, it was 9, but now we go back to 8. In addition, one vacancy will arise at the close of the Annual Meeting of next year, given the fact that Ms. Koelemeijer will have reached the end of her current term by then. Does anyone have any questions about this item? No questions. Jasper, not online, either? Good. Then that means that no questions have come in, and this brings us to agenda Items 14, 15, 16 and 17. 14 is the proposal to authorize the Executive Board to acquire KPN's own shares. Item 15 concerns the proposal for capital reduction by canceling own shares. 16 is the proposal to designate the Executive Board as the authorized body to issue ordinary shares. And #17 is the proposal to designate the Executive Board as the competent body to limit or exclude the statutory preemptive rights when issuing ordinary shares. So these four agenda items are very closely related. That's why we can explain them in one go. You can however vote on them separately. The proposals give the Executive Board under the supervision of the Supervisory Board, some flexibility with regard to the issuance and also the buyback of shares. These schemes are on the agenda every single year, and they're fully in line with what is customary in the Dutch market. Therefore, we ask you, just like every year, to, one, authorized Executive Board to buy back a maximum of 10% of its own shares; two, to cancel own shares that were already bought back, thereby reducing the subscribed capital; three, grant the Executive Board the power to issue up to 10% ordinary shares; and four, to give the Executive Board the power to exclude or limit statutory pre-emptive right in the event of such an issuance. Now for the very exact modalities of these agenda items, I'd like to refer you to the explanatory notes to the agenda. Finally, I'd like to point out that these decisions are valid, for just like always, a period of 18 months from today. And if adopted, they will then, of course, replace your decisions of last year. Does anyone have a question about this -- well, these agenda items? No questions. Not online either. That means that we can state that no questions have been received. And again, you may cast your votes on each of these agenda items individually. And I'd like to ask you to do that now because voting will close after this. So 14 concerns the authorization of the Executive Board to acquire shares in accordance with the specifications as you can read in the agenda, #15 concerns the reduction of the capital issued by withdrawing own capitals -- sorry own shares. The votes on the proposal agenda Item 16 is the proposal to designate the Executive Board as the competent body to issue ordinary shares. #17 is the proposal to designate the Executive Board as the authorized body to limit or exclude the statutory preemptive rights when issuing those ordinary shares. So please cast your votes on all these items and I will give the floor to the Secretary to wind up the voting.

Jasper Spanbroek

executive
#70

Yes. As the Chair said, these are the final items you can vote on, so we will close the voting on all of them within a few seconds. If you've not cast your vote on any of the previous items, then please do so right now. [Voting]

Jasper Spanbroek

executive
#71

It seems that everyone has cast their votes. So that means we can now close the voting session for all votes and after the -- any other business, we will show all the results on the screen.

Gerard J. van de Aast

executive
#72

Thank you, Jasper. Good. That means we can now move on to Item #18, any other business. Who would like to take the floor? I have someone up front here.

Unknown Attendee

attendee
#73

[ Rendine ], private investor. I have a request for next year's meeting. Try to use a little bit less of a toddler capacity. We are basically chased to go to the room without even being able to finish our coffee. It didn't go very nicely today. So we would like to not have that repeated.

Gerard J. van de Aast

executive
#74

Well, if you have such an experience, then I would really like to offer you my sincere apologies. Obviously, that is not our intention. Undoubtedly, you know that it is something that happens that annual meetings of multinationals or big companies are disturbed by all kinds of activists. That is why we have to take precautionary measures to prevent that, i.e., make sure that everything goes well. But my apologies if this was unpleasant to you. We also do this for your own good and your own safety so that we can have an orderly decent meeting. But again, my apologies if that was your feeling. Thank you. Any other questions or remarks that people would like to make? No one. This means that since we have no more questions, we can move on to the voting results. And for that, I'd like to give the floor to the Secretary.

Jasper Spanbroek

executive
#75

Yes. Thank you. I would like to go over the results with you, and we can have them on the screen. So let's go over them. Agenda Item 3, the adoption of the annual accounts. 0.04% only against, so adopted. Agenda Item 4, the remuneration report. Almost 97% in favor, 3% against. So adopted. The dividend proposal also adopted, 99.53% in favor, almost 0.5% against. And then we see that discharge was granted indeed to the members of the Executive Board with 97.6%, 2.4% against, so adopted. And also the next one, to discharge members of the Supervisory Board, also adopted with the exact same percentages, 97.6%, 2.4%. And then the proposal to amend the Articles of Association with 99.8%, 0.2% against, also adopted. Then agenda Item 11. Firstly, the reappointment of Mr. Van de Aast, 85% in favor and 14.6% against. The reappointment of Ms. Sap, 97.2% in favor, 2.8% against, also adopted. And then the power of attorney or the authorization to acquire shares: 99.14% in favor, 0.86% against. Then the capital reduction by buying back own shares: 99.45%, withdrawing own shares also adopted. And #16, appoint the Executive Board as the competent body, et cetera, et cetera, 98.2%, also adopted. These were in favor and 1.8% against. And then to appoint this very same body as the competent body to limit or exclude the statutory preemptive right, et cetera, et cetera, also adopted with 97.7% and 2.3% against, and the abstentions can be seen on the right. Mr. Chair?

Joost Farwerck

executive
#76

Thank you, Jasper. Good. That means then that all items have been voted on, and they were all adopted. And this means that we can also congratulate Gerard and Jolande with their reappointment. We're very happy that you will continue being a part of our team. Finally, I would like to thank all of you for your presence and your contributions, not only the ones in the room but also those joining virtually. I hope that we will see you for a drink and a bite, which is up the stairs over there. And the next meeting will take place mid-April next year. And the final date, of course, will be announced on the KPN website as soon as it is known, and I hereby close this Annual General Meeting of Shareholders. Thank you. [Statements in English on this transcript were spoken by an interpreter present on the live call.]

This call discussed

For developers and AI pipelines

Programmatic access to Koninklijke KPN N.V. earnings transcripts and 32,000+ others is available through the EarningsCalls.dev REST API. Plans from $24.99/month — full transcripts, speaker segments, full-text search, and the recently-added /api/v1/transcripts/recent polling endpoint for ETL pipelines.