ROYAL KPN N.V. RESOLUTIONS
TAKEN BY THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
OF ROYAL KPN N.V.
HELD ON APRIL 17, 2024 IN ROTTERDAM
The Annual General Meeting of Shareholders of Royal KPN N.V., held on April 17, 2024 in Rotterdam, resolved:
- To adopt the financial statements for the financial year 2023 (agenda item 3).
- To accept the remuneration report in the fiscal year 2023 (agenda item 4).
- To adopt a dividend for the financial year 2023 of eurocent 15.0 per share, resulting in a final dividend of eurocent 9.8 per share (agenda item 6).
- To discharge the members of the Board of Management from all liability in relation to the exercise of their duties in the financial year 2023 (agenda item 7).
- To discharge the members of the Supervisory Board from all liability in relation to the exercise of their duties in the financial year 2023 (agenda item 8).
- To appoint PriceWaterhouseCoopers Accountants N.V. as external auditor for the fiscal years 2025 through 2028, in the light of external auditor rotation (agenda item 10).
- To adopt the Remuneration policy for the Board of Management (agenda item 11).
- To adopt the Remuneration policy for the Supervisory Board (agenda item 12).
-
To authorize the Board of Management, with the approval of the Supervisory Board, to acquire the company's own ordinary shares for a period of 18 months until
17 October, 2025. The number of shares to be acquired shall be limited by the maximum of 10% of issued capital per 17 April, 2024 (agenda item 15). - To reduce the issued capital through cancellation of own shares. The number of shares to be cancelled shall be limited by the maximum of 10% of issued capital per 17 April, 2024 (agenda item 16).
-
To designate the Board of Management, with the approval of the Supervisory Board, as the competent body to issue ordinary shares and to grant rights to subscribe for ordinary shares for a period of 18 months, starting 17 April, 2024 and ending 17 October, 2025.
The number of ordinary shares to be issued shall be limited to a maximum of 10% of the issued capital per 17 April, 2024 (agenda item 17). -
To designate the Board of Management, with the approval of the Supervisory Board, as the competent body to restrict and to exclude statutory pre-emptive rights of existing shareholders upon the issuance of ordinary shares or the granting of rights to subscribe for ordinary shares, for a period of 18 months, starting 17 April, 2024 and ending
17 October, 2025. This authority shall be limited to a maximum of 10% of the issued capital per 17 April, 2024 (agenda item 18).
VOTING RESULTS PER AGENDA ITEM
At the meeting, 35 shareholders with entitlement to vote were present, including 33 that attended in person and 2 virtual participant. These shareholders, together with the shareholders that gave their proxy to the civil-law notary in advance, were jointly entitled to exercise 2,857,595,347 votes, representing 73.17 % of the issued share capital.
Resolutions of the annual General Meeting of Shareholders (AGM) of Royal KPN N.V. (the "Company") held on Wednesday, April 17, 2024 per agenda item:
Agenda item 3. The proposal to adopt the financial statements for the financial year 2023 has been adopted.
OVERVIEW VOTES
Number of shares for which votes are cast at the meeting Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting Number of validly cast votes
Number of votes cast "for"
Percentage of votes "for"
2,857,591,627
73.17%
2,857,591,627
2,848,175,432
100.00
Number of votes cast "against" | 37,616 |
Percentage of votes "against" | 0.00 |
Number of votes cast "withheld" | 9,378,579 |
Agenda item 4. The remuneration report for the fiscal year 2023 received a positive advice
OVERVIEW VOTES
Number of shares for which votes are cast at the meeting Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting Number of validly cast votes
Number of votes cast "for"
Percentage of votes "for"
Number of votes cast "against"
2,857,591,627
73.17%
2,857,591,627
2,719,751,902
96.27
105,312,421
Percentage of votes "against" | 3.73 |
Number of votes cast "withheld" | 32,527,304 |
Agenda item 6. The proposal to adopt a dividend over the financial year 2023 has been adopted.
OVERVIEW VOTES
Number of shares for which votes are cast at the meeting Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting Number of validly cast votes
Number of votes cast "for"
Percentage of votes "for"
2,857,591,627
73.17%
2,857,591,627
2,852,530,966
99.82
Number of votes cast "against" | 5,051,538 |
Percentage of votes "against" | 0.18 |
Number of votes "withheld" | 9,123 |
Agenda item 7. The proposal to discharge the members of the Board of Management from liability has been adopted.
OVERVIEW VOTES
Number of shares for which votes are cast at the meeting Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting Number of validly cast votes
Number of votes cast "for"
Percentage of votes "for"
2,857,591,627
73.17%
2,857,591,627
2,782,251,152
97.90
Number of votes cast "against" | 59,695,522 |
Percentage of votes "against" | 2.10 |
Number of votes "withheld" | 15,644,953 |
Agenda item 8. The proposal to discharge the members of the Supervisory Board from liability has been adopted.
OVERVIEW VOTES
Number of shares for which votes are cast at the meeting Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting Number of validly cast votes
Number of votes cast "for"
Percentage of votes "for"
2,857,591,627
73.17%
2,857,591,627
2,787,939,934
97.90
Number of votes cast "against" | 59,725,903 |
Percentage of votes "against" | 2.10 |
Number of votes "withheld" | 9,925,790 |
Agenda item 10. The proposal to appoint the external auditor for the financial years 2025 through 2028 has been adopted.
OVERVIEW VOTES
Number of shares for which votes are cast at the meeting Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting Number of validly cast votes
Number of votes cast "for"
Percentage of votes "for"
2,857,591,627
73.17%
2,857,591,627
2,848,967,013
99.70
Number of votes cast "against" | 8,611,830 |
Percentage of votes "against" | 0.30 |
Number of votes "withheld" | 12,784 |
Agenda item 11. The proposal to adopt the Remuneration policy for the Board of Management has been adopted.
OVERVIEW VOTES
Number of shares for which votes are cast at the meeting Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting Number of validly cast votes
Number of votes cast "for"
Percentage of votes "for"
2,857,591,527
73.17%
2,857,591,527
2,725,263,687
96.63
Number of votes cast "against" | 95,178,154 |
Percentage of votes "against" | 3.37 |
Number of votes "withheld" | 37,149,686 |
Agenda item 12. The proposal to adopt the Remuneration policy for the Supervisory Board has been adopted.
OVERVIEW VOTES
Number of shares for which votes are cast at the meeting Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting Number of validly cast votes
Number of votes cast "for"
Percentage of votes "for"
2,857,591,627
73.17%
2,857,591,627
2,806,901,108
98.28
Number of votes cast "against" | 49,004,324 |
Percentage of votes "against" | 1.72 |
Number of votes "withheld" | 1,686,195 |
Agenda item 15. The proposal to authorize the Board of Management to resolve that the Company may acquire its own shares has been adopted.
OVERVIEW VOTES
Number of shares for which votes are cast at the meeting Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting Number of validly cast votes
Number of votes cast "for"
Percentage of votes "for"
2,857,591,627
73.17%
2,857,591,627
2,830,665,546
99.12
Number of votes cast "against" | 25,233,962 |
Percentage of votes "against" | 0.88 |
Number of votes "withheld" | 1,692,119 |
Agenda item 16. The proposal to reduce the capital through cancellation of own shares has been adopted.
OVERVIEW VOTES
Number of shares for which votes are cast at the meeting Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting Number of validly cast votes
Number of votes cast "for"
Percentage of votes "for"
2,857,591,627
73.17%
2,857,591,627
2,844,918,588
99.56
Number of votes cast "against" | 12,655,513 |
Percentage of votes "against" | 0.44 |
Number of votes "withheld" | 17,526 |
Agenda item 17. The proposal to designate the Board of Management as the competent body to issue ordinary shares has been adopted.
OVERVIEW VOTES
Number of shares for which votes are cast at the meeting Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting Number of validly cast votes
Number of votes cast "for"
Percentage of votes "for"
2,857,591,622
73.17%
2,857,591,622
2,805,466,643
98.18
Number of votes cast "against" | 52,096,356 |
Percentage of votes "against" | 1.82 |
Number of votes "withheld" | 28,623 |
Agenda item 18. The proposal to designate the Board of Management as the competent body to restrict or exclude pre-emptive rights upon issuing ordinary shares has been adopted.
OVERVIEW VOTES
Number of shares for which votes have been cast Percentage of issued capital that was represented by the number of shares for which votes are cast at the meeting Number of validly cast votes
Number of votes cast "for"
Percentage of votes "for"
2,857,591,622
73.17%
2,857,591,622
2,786,107,497
97.50
Number of votes cast "against" | 71,448,814 |
Percentage of votes "against" | 2.50 |
Number of votes "withheld" | 35,311 |
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Koninklijke KPN NV published this content on 18 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 April 2024 20:31:11 UTC.
