1 Offer Document Last day of acceptance Dated15 October November 2004, subject to extension Concerning the recommended firm public offer by J&tk. kpn o 00 Burum B.V., a private limited liability company, registered in The Hague, the Netherlands, an indirectly fully-owned subsidiary of Koninklijke KPN N.V., for all the outstanding shares of SNT SNT Group N.V., a public limited liability company registered in Zoetermeer, the Netherlands The information included in this Offer Document relates to the recommended firm public offer by the Offeror for all outstanding SNT Shares. The meaning of the terms in capitals in this Offer Document are stated under 'Definitions', with the exception ofthe F-pages and the Fairness Opinion provided bying Investment Banking in Section 12, using own definitions. SNT Shareholders are offered EUR persnt Share cum dividend, to be paid in cash. Accordingly, if the Offer is declared unconditional, no final dividend will be paid to thesnt Shareholders in respect of the financialyear TheOffer is subject to certain conditions and restrictions. See 'Restrictions', 'Important information', 'Invitation to SNT Shareholders' and 'Explanation and background ofthe Offer'. TheSNT Supervisory Board and the SNT Management Board support the Offer and fully recommend the SNT Shareholders to accept the Offer. The Acceptance Period will start on19 October 2004 and, unless extended, will end on 12 November 2004 at 15:00 hours CET. If theacceptance Period is extended, the Offeror will makean announcement to that effect, no later than 17 November 2004, with due observance ofthe provisions of article 90 paragraph 5 ofthe Decree. Assoon as possible but no later than on the fifth Trading Day after the Closing Date, the Offeror will announce whether or not the Offer has been declared unconditional (het bod al dan niet gestand is gedaan). Announcements will in any event be published in the Daily Official List of Euroaext Amsterdam (Officiële Prijscourant) and in (at least) one daily newspaper with nation-wide distribution in the Netherlands. See 'Invitation to SNT Shareholders' and 'Explanation and background of the Offer'. If the Offer becomes unconditional, payment of the Consideration to the SNT Shareholders who have tendered and delivered their SNT Shares under the Offer will take place on the Settlement Date.See 'Invitation to SNT Shareholders' and 'Explanation and background of the Offer'. Subject to the Offer being declared unconditional, a number ofsnt Shareholders have irrevocably agreed to tender the SNT Shares held by them under the terms of the Offer.The number of SNT Shares concerned represents approximately 1.22 per cent, assuming full conversion ofthe Special Share, of SNT's outstanding share capital asat the date of this Offer Document. Rabobank, which holds 2,300,163 SNT Shares, representing per cent, assuming full conversion of the Special Share, of SNT's outstanding share capital, has irrevocably committed to sell its SNT Shares to the Offeror against payment of the Consideration. The Offeror has agreed to accept transfer of the SNT Shares held by Rabobank within 2 business days after the date of this Offer Document. On Wednesday 3November 2004,at 14:00 hourscet, an EGM will be held at the offices of SNT in Zoetermeer, the Netherlands, at which the Offer will be discussed and explained in accordance with article 9q of the Decree.See 'Extraordinary general meeting SNT. A summary of this Offer Document in the Dutch language is included in this Offer Document in 'Nederlandse samenvatting'.
2 0- l. RESTRICTIONS The Offer is not being made, andsnt Shares will not be accepted for purchase from or on behalf of anysnt Shareholder, in any jurisdiction in which the makingor acceptance thereof would not bein compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of this Offer Document. Persons obtaining the Offer Document are required to take due note and observe all such restrictions and obtain any necessary authorisations, approvals or consents. NeitherKPN, the Offeror, nor SNT, nor any of their advisers accept any liability for any violation by any person of any such restriction. Any person (including, without limitation, custodians, nominees and trustees) who would or otherwise intend to forward this Offer Document or any related document to any jurisdiction outside the Netherlands should carefully read this Section i (Restrictions) before takingany action. Any SNT Shareholder who is in any doubt as to his position should consult an appropriate adviser without delay. Canada, Australia and Japan TheOffer is not being made, directly or indirectly, inor into,or by use of the mails of, or by any means or instrumentality (including, without limitation, telephone, facsimile, telex or electronic transmission) of interstate or foreign commerce of, or of any facility of a securities exchange of Canada, Australia orjapan, and the Offer cannot be accepted byany such use, means, instrumentality or facility or from within Canada, Australia or Japan. Accordingly, this Offer Document andany related documents are not being and must not be mailed or otherwise distributed or sent in or into Canada, Australia orjapan and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not distribute or send them into such jurisdictions. United Kingdom This Offer Document is directed only at persons who (i)are persons falling within article 49(2) (a) to (d) (high net worth companies, unincorporated associations, et cetera) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (as amended) (the "Order") or (ii) are investment professionals as in the meaning of article 19 of the Order or have professional experience in matters relating to investments or (iii) are outside the United Kingdom (allsuch persons together being referred to as "relevant persons"). This Offer Document must not be acted on or relied on by persons who are not relevant persons. The Offer may only beaccepted by, and any investment activity to which this communication relates is available only to and will be engaged in only with, relevant persons. United States of America TheOffer is not being made and will not be made, indirectly or directly, inor into the United States, or by use ofthe mails of, or byany means or instrumentality (including, without limitation, the post, facsimile transmission, telex, telephone and the internet) of interstate or foreign commerce of, or any facilities of a national securities exchange ofthe United States. Accordingly, copies of this Offer Document andany related press announcements, acceptance forms and other documents are not being, and must not be, mailed or otherwise distributed or sent in, into or from the United States. Persons receiving this Offer Document and/or such other documents (including, without limitation, custodians, nominees and trustees) must not distribute or send them in, into or from the United States,or use such mails or any such means, instrumentality or facility for any purpose directly or indirectly in connection with the Offer. Any purported acceptance ofthe Offer resulting, directly or indirectly, from a violation of these restrictions will be invalid.nosnt shares are being solicited from a resident of the United States and, if sent in response by a resident ofthe United States, will not be accepted.
3 2. IMPORTANT INFORMATION o ThisOffer Document contains important information that should be read carefully before any decision is made to tendersnt Shares in connection with the Offer. SNT Shareholders are advised to seek independent advice where necessary. In addition,snt Shareholders may wish to consult with their tax advisers regarding the tax consequences of participating in the Offer. The information included in Section i (Restrictions), Section 7 (Invitation tosnt Shareholders), Section 9 (Explanation and background ofthe Offer) excluding the statements regarding the number ofsnt Shares and the number of Options held by thesnt Management Board, the SNT Supervisory Board, StichtingSNT andsnt, Section11 (Information regarding KPN), Section 13 (Declarations pursuant to the Decree) in so faras referring to the statements made by the Offeror, has been provided by the Offeror.The information included in Section 6 (Extraordinary general meetingsnt), Section 8 (Recommendation to SNT Shareholders), Section 9 (Explanation and background ofthe Offer) relative to the statements regarding the number of SNT Shares and number of Options held by the SNT Management Board, the SNT Supervisory Board, StichtingSNT and SNT, Section 10 (Information regarding SNT), Section 13 (Declarations pursuant to the Decree) in so far as referring to the statements made bysnt, and Section 18 (Financial Statements) has been provided bysnt. TheFaimess Opinion included in Section 12 has been provided bying Investment Banking. PricewaterhouseCoopers Accountants N.V. has provided the review report on the information asset out on pages F2 through F6 ofthe Offer Document, and has provided the auditor's report on page F32. TheOfferor andsnt have jointly provided the information included on the other pages ofthe Offer Document. TheOfferor andsnt are exclusively responsible for the accuracy and completeness of the information provided in this Offer Document, each with respect to such information as it has provided, and together with respect to the information they have provided jointly. Each of the Offeror andsnt confirms, with respect to such information it has provided in this Offer Document, that to the best of its knowledge and belief as of the date hereof the information contained in this Offer Document is true and accurate in all material respects and there are no other facts the omission of which would make any statement in this Offer Document misleading in any material aspect. Please beaware that certain financial and statistical information in this Offer Document may be rounded up or down and should therefore not be regarded as definitive. The information included in this Offer Document reflects the situation asat the date of this Offer Document.The delivery of this Offer Document shall not under any circumstances create any implication that the information contained herein is correct asofany time subsequent to its date or that there has been no change in the information set out in it or in the affairs ofsnt and/or its subsidiaries since the date of this Offer Document.The foregoing does not affect the obligation of both the Offeror and SNT to make a public announcement pursuant to the Decree and/or the Listing and Issuing Rules of Euronext Amsterdam (Fondsenreglement), if applicable. No person other than SNT and the Offeror and without prejudice to the auditor's report issued by PricewaterhouseCoopers and the Fairness Opinion issued bying Investment Banking included in this Offer Document, is authorised to give any information or to make any representation in connection with the Offer not contained in this Offer Document and any information or representation not contained herein must not be relied upon as having been provided byor on behalf of the Offeror or SNT. This Offer Document and the Offer are, and any tender, purchase or delivery ofsnt Shares will be, governed by and construed in accordance with the laws of the Netherlands. The District Court of Amsterdam (rechtbank Amsterdam) and its appellate courts are to have jurisdiction to settle any disputes which might arise out of or in connection with this Offer Document, the Offer and/or any tender, purchase or delivery of SNT Shares. Accordingly, any legal action or proceedings arising out of or in connection with this Offer Document, the Offer and/or any tender, purchase or delivery ofsnt Shares may be brought exclusively in such courts.
4 & This Offer Documentis issuedin theenglishlanguage. Asynopsisin thedutch language is includedin thisoffer Document. In case of differencesof interpretation between the English and thedutch language, theenglishlanguage wil prevail. This Offer Documentincludes forward-lookingstatements that involverisks and uncertainty. Althougheach of KPNand SNT believes the expectationsreflectedin such forward-lookingstatementsare based on reasonable assumptions,no assurance can be given thatsuch projections willbe fulfilled, and no representationsaremade as to the accuracy and completenessof such statements. Any such forward-looking statementmust beconsideredalong withthe fact that actual events or resultsmay vary materially from suchpredictionsdue to, amongother things, political, economicor legal changesin the marketsand environmentsin whichkpn and/or SNT conduct their respective businesses, and general businessdevelopmentsor risks inherent to thebusinesses of KPN and SNT. ABNAMRO is acting as financialadviserexclusively to KPN and the Offerorand tono one else in connection with the Offerand wilnotbe responsible to anyone other thankpn and the Offerorforproviding theprotectionsafforded to the clients of ABNAMRO or for providing advice in relation to the Offer.
5 3. DEFINITIONS <D 'ABN AMRO' 'Acceptance Period' 'Admitted Institutions' 'AFM' 'Articles of Association' 'ASST^s' 'CET 'Closing Date' 'Commencement Date' 'Consideration' 'Decree' 'Dutch Civil Code' 'EGM' 'EUR' 'Euronext Amsterdam' 'Fairness Opinion' 'Honouring Date' ABN AMROBank N.V., a Dutch public limited liability company (naamloze vennootschap), with its statutory seat in Amsterdam, the Netherlands The period during which SNT Shareholders may tender their SNT Shares to the Offeror under the Offer, which period starts on19 October 2004 and ends on the Closing Date The institutions admitted to Euronext Amsterdam The Netherlands Authority for the Financial Markets (stichting AutoriteitFinanciële Markten) The articles of association of SNT TheDutchAct on the Supervision of the Securities Trade1995 (Wet toezicht effectenverkeer 1995), as amended from time to time Central European Time The time and date on which the Acceptance Period ends, being 15:00 hours CET, on12 November 2004, unless extended in accordance with article 90 paragraph 5 ofthe Decree, in which case the ClosingDate will be such later time and date The first date of theacceptance Period, being19 October 2004 The cash amount of EUR cum dividend offered by the Offeror for eachsnt Share tendered and delivered (geleverd) under the terms and conditions of the Offer The Dutch Decreeon the Supervision of the Securities Trade 1995 (Besluit toezicht effectenverkeer 1995), as amended from time to time The Dutch CivilCode (Burgerlijk Wetboek),asamended from time to time The extraordinary general meeting of SNT Shareholders, to be held on 3 November 2004, at 14:00 hourscet, at the offices of SNT in Zoetermeer, the Netherlands, at which the Offer will be discussed and explained in accordance with article 9q of the Decree Euro, the legalcurrency ofthe European Monetary Union Euronext Amsterdam N.V. or the Official Segment of the Stock Market (Officiële Markt) of Euronext Amsterdam N.V., located in Amsterdam, the Netherlands, as the context requires The opinion asgiven bying Investment Banking to thesnt Management Board andsnt Supervisory Board regarding the fairness ofthe Consideration, from a financial point of view, to the SNT Shareholders The date on which the Offer is being declared unconditional by the Offeror, expected to beon17 November 2004
6 G> 'ING Investment Banking' 'KPN' 'Merger Code' 'Offer' 'Offer Conditions' 'Offer Document' 'Offeror' 'Options' 'Rabobank' 'Settlement Date' 'SNT 1 'SNT Management Board' 'SNT Shares' 'SNT Shareholder' 'SNT Supervisory Board' 'Special Share' The organisation and trade name used bying Bank N.V. and certain of its subsidiaries for the conduct of international corporate and investment banking business. ING Bank N.V. is a Dutch public limited liability company (naamloze vennootschap), with its statutory seat in Amsterdam, the Netherlands Koninklijke KPN N.V., a Dutch public limited liability company (naamloze vennootschap) with its statutory seat inthehague, the Netherlands, and/or oneor more of its subsidiaries, as the case maybe The 2000 Merger Code of the Netherlands Socialand Economic Council (SER-besluit Fusiegedragsregels 2000) Therecommended firm public offer (aanbevolen vast openbaar bod) made by the Offeror for all outstanding SNT Shares, as described in Section 7 The conditions to the Offer asset out in Section 7 This offer document describing the Offer, dated 15 October 2004 Burum B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) with its statutory seat in The Hague, the Netherlands, an indirect fullyowned subsidiary ofkpn Any rights to subscribe for the issue or delivery of SNT Shares, as referred to in Section 9 Rabo Securities N.V., a Dutch public limited liability company (naamloze vennootschap) with its statutory seat in Amsterdam, the Netherlands, and/or oneor more of its group companies,as the case maybe The date of payment of the Consideration to thesnt Shareholders who have tendered and delivered theirsnt Shares to the Offeror under the terms of the Offer, being as soon as possible but in any event no later than the fifth Trading Day after the HonouringDate SNT Group N.V., a Dutch public limited liability company (naamloze vennootschap) with its statutory seat in Zoetermeer, the Netherlands, and/or oneor more of its group companies,as the case maybe The management board (raad van bestuur) of SNT The ordinary shares and the ordinary C shares in the share capital of SNT with a nominal value of EUR 0.02 each The holder ofsnt Share(s) The board of supervisory directors (raad van commissarissen) of SNT The one special share (bijzonder aandeel) in the share capital of SNT with a nominal value of EUR 0.02, held by KPN Telecommerce B.V., a fully-owned subsidiary of KPN, which may
7 <D be converted into SNT Shares subject to certain conditions being met,as further described in Section10 'Stichting SNT 'Trading Day' 'WMZ 1996' The trust foundation (stichting) Stichting Medewerkersparticipatie SNT, with its statutory seat in Zoetermeer, the Netherlands A dayon which Euronext Amsterdam is open for trading The DutchAct on Disclosure of Major Holdings in Listed Companies 1996 (Wet melding zeggenschap in ter beurze genoteerde vennootschappen 1996), as amended from time to time
8 4. TABLEOFCONTENTS 1. RESTRICTIONS 2 2. IMPORTANT INFORMATION 3 3. DEFINITIONS 5 4. TABLE OF CONTENTS 8 5. SUMMARY 9 6. EXTRAORDINARY GENERAL MEETING SNT INVITATION TO SNT SHAREHOLDERS RECOMMENDATION TO THE SNT SHAREHOLDERS EXPLANATION AND BACKGROUND OF THE OFFER INFORMATION REGARDING SNT INFORMATION REGARDING KPN FAIRNESS OPINION DECLARATIONS PURSUANT TOTHEDECREE OTHER INFORMATION PRESSRELEASES NEDERLANDSE SAMENVATTING ADVISERS CONSOLIDATED FINANCIAL STATEMENTS Fi-F32
9 5. SUMMARY o This chapter contains a summary ofthe main characteristics ofthe Offer. It is expressly pointed out that this summary is not exhaustive and does not contain all information which is of importance to the reader hereof. Reading this summary should in no way be considered a substitute for reading this Offer Document in its entirety. Introduction On10 September 2004,KPN andsnt jointly announced KPN's intention to make a recommended cash offer of EUR cum dividend per share for the outstanding SNT Shares, subject to the fulfilment of certain terms and conditions. In a further press release dated 8 October 2004,KPN andsnt jointly announced that they had reached a definitive agreement with respect to the Offer and that the preparations of the Offer were well under way.certain terms of the merger agreement between KPN and SNT are reflected in this Offer Document. Since the public announcement of 8 October 2004, the Offeror has completed a confirmatory due diligence review, from which no facts or circumstances have emerged which require a separate public announcement to bemade. Since the announcement of 8October 2004, all conditions precedent to commencement of the Offer have been satisfied. KPN has nominated the Offeror to make the Offer. KPN andsnt have agreed that KPN may be held jointly and severally liable for all obligations which the Offeror may incur in respect of the making of the Offer. The aforesaid agreement as to the joint and several liability of KPN, can also be called upon by asnt Shareholder who tenders his SNT Shares under the Offer, as this agreement qualifies as an irrevocable third-party clause (within the meaning of article 6:253 ofthe Dutch Civil Code). Transaction rationale KPN offers telecommunications services to both consumers and business customers. KPN's core activities comprise fixed telephony and data services in the Netherlands, mobile telecommunications services in Germany, the Netherlands and Belgium and data services in Western Europe. At the end of December 2003,KPN serviced 7.7 million fixed-line subscribers and1.5 million Internet customers in the Netherlands and 14.7 million mobile customers in the Netherlands, Germany and Belgium. Telecommunications customers are increasingly seekingaccess to communication channels and information sources, at any place and at any time. Businesses increasingly manage the total cost of ownership across all their service requirements including mobile voice, fixed voice and data. This dynamic market presents significant opportunities through growth in broadband services (such as ADSL)in the consumer market and new services and applications in both the fixed and mobile telephony markets. In this environment, KPN views service bundling, joint marketing and customer satisfaction as fundamental drivers of value in its business. KPN identifies the optimisation of each point of contact with customers as integral to this vision. During 2003,KPN introduced a number of initiatives with the aim of increasing the quality of service to customers. Continuing from these initiatives, KPN intends to restructure its Customer Relationship Management ("CRM") activities. A restructuring has the potential to improve service to KPN customers, maximise the potential to create value through optimisation of a key contact point with customers while reducing costs. TheOffer, if declared unconditional, would bringsnt under the full control ofkpn and would therefore facilitate the restructuring. KPN believes that it can improve its execution standards in particular for KPN's high value contact services. The restructuring, the partial integration as referred to below, and the intended de-listing of SNT (reference is made to 'De-listing of SNT and squeeze-out of minority SNT Shareholders' below) would result in significant reduction of costs across SNT. The acquisition will also enable the closer integration of keysnt activities, such as the Multiconnect business (0800/0900 numbers) with KPN's Call Center Solution and Call Factory.
10 & The existing program of restructuring within SNT will be continued. TheSNT business is internationally orientated, well established and has strong market positions in each core market, particularly after the recent restructurings in Scandinavia and France. Offer Conditions Notwithstanding any other provisions of the Offer, the obligation of the Offeror to declare the Offer unconditional and to accept the tendered and delivered SNT Shares, shall be conditional upon customary Offer Conditions being satisfied, including, but not limited to, the condition that such number ofsnt Shares having been tendered that these, together with the SNT Shares directly or indirectly held bykpn for its own account at the Closing Date, represent at least 95% (ninety-five per cent.) of the SNT Shares assuming full conversion of the Special Share,soas to enable KPN to mandatorily squeeze-out the remaining holders ofsnt Shares in accordance with article 2:92a ofthe Dutch Civil Code. Extraordinary general meeting of SNT TheEGM will be held on 3November 2004 at 14:00 hours CET, at the offices of SNT in Zoetermeer, the Netherlands. The agenda for the EGM will include an explanation and discussion of the Offer in accordance with article 9q of the Decree. TheEGM will beconvened in the usual way and in accordance with the Articles of Association. Announcements Announcements will in any event be published in the Daily Official List of Euronext Amsterdam (Officiële Prijscourant) and in (at least) one daily newspaper with nation-wide distribution in the Netherlands. Expected date and time event 18 October 2004 Announcement regarding the convocation of theegm 18 October 2004 Publication of the advertisement announcing the availability ofthe Offer Document and the commencement of theacceptance Period 19 October 2004 Commencement Date 14:00 hours CET, 3 November 2004 EGM 15:00 hours CET, 12November 2004 ClosingDate Nolater than five Trading Days after the Closing Date Nolater than five Trading Days after the Honouring Date Honouring Date Settlement Date
11 6. EXTRAORDINARY GENERALMEETINGSNT O TheEGM will be held on 3November 2004 at 14:00 hours CET, at the offices of SNT in Zoetermeer, the Netherlands. The agenda for the EGM will include an explanation and discussion of the Offer in accordance with article 9q ofthe Decree. TheEGM will be convened in the usual way and in accordance with the Articles of Association.
12 7. INVITATIONTO SNT SHAREHOLDERS TTreSNT Shareholders are advised to review this Offer Document (including all documents) incorporated byreference herein) and in particular Section i (Restrictions) and Section 2 (Important information) thoroughly and completely and to seek independent advice where appropriate in order to reach a balanced judgement with regard to the Offer and the Offer Document. With due reference to all statements, terms, conditions and restrictions included in this Offer Document, SNT Shareholders are hereby invited to tender their SNT Shares to the Offeror under the terms of the Offer for acceptance in the manner and subject to the terms and conditions set out below. Consideration persnt Share For each SNT Share tendered under the terms and conditions of the Offer, the Offeror offers a consideration persnt Share of EUR 13.50cum dividend to be paid in cash. Accordingly, if the Offer is declared unconditional, no final dividend will be paid to the SNT Shareholders in respect of the financial year Acceptance bysnt Shareholders SNT Shareholders are invited to tender their SNT Shares for acceptance, through (their bank or stockbroker through) the Admitted Institutions toabn AMRO, which has been appointed asexchange agent in relation to the Offer. Unless the initial Acceptance Period is extended in accordance with article 90 paragraph 5 of the Decree,SNT Shares must have been tendered by no later than 15:00 hours CETon12November Admitted Institutions may only tender SNT Shares for acceptance toabn AMRO in writing via a duly completed and signed application form.by tendering, the Admitted Institutions declare that they have the SNT Shares in their administration, that each SNT Shareholder who accepts the Offer irrevocably represents and warrants that he or she complies with the restrictions set out in Section 1 (Restrictions) and that they bind themselves to deliver these SNT Shares to the Offeror by no later than 10:00 hours CETon the Settlement Date. Unless stated otherwise in the Decree, a tender of SNT Shares will bedeemed irrevocable. Offer Conditions Notwithstanding any other provisions of the Offer, the obligation of the Offeror to declare the Offer unconditional and to accept the tendered and delivered SNT Shares, shallbe conditional upon the following Offer Conditions being satisfied, subject to the right of the Offeror to waive any or all ofthe Offer Conditions (a) up to and including (h), with the exception of Offer Condition (e) which cannot be waived: (a) such number ofsnt Shares having been tendered that these, together with thesnt Shares directly or indirectly held bykpn for its own account at the Closing Date, represent at least 95% (ninety-five per cent.) of the SNT Shares assuming full conversion of the Special Share, soas to enable KPN to mandatorily squeeze out the remaining holders of SNT Shares in accordance with article 2:92a of the Dutch Civil Code; (b) on or prior to the Closing Date,no public announcement having been made, indicating for the first time that a third party has announced that it is preparing, has prepared or made a public offer for any of the SNT Shares or any securities issued or to be issued bysnt against a consideration higher than the Consideration and there not being a firm indication (beyond reasonable doubt) that a third party has obtained fromsnt and/or any of its fully-owned subsidiaries or SNT DeutschlandAG the right to acquire, or has agreed with SNT and/or any of its fully-owned subsidiaries orsnt Deutschland AG to acquire or take up shares to be issued bysnt and/or any of its fully-owned subsidiaries or SNT DeutschlandAG or a substantial part of the assets of SNT and/or any of its fully-owned subsidiaries or SNT Deutschland AG; (c) onor prior to the ClosingDate there has been no event, fact or circumstance with respect to the SNT Shares,SNT, its group companies and their businesses which, on the date of this Offer Document, was unknown to KPN and/or the Offeror, or could not have been derived by the Offeror from certain information disclosed to KPN, and which
13 does not result from compliance bysnt or KPN with the terms and conditions of the merger agreement between KPN andsnt or from the joint press release of KPN and SNT of10 September 2004, 8October 2004 or subsequent announcements in respect of the Offer and which has not directly or indirectly beencaused bykpn and/or the Offeror, and which is of such material nature that it can, in all reasonableness and fairness, not be expected from the Offeror to declare the Offer unconditional, whereby material shall be determined with reference to an amount, individually or in the aggregate, in excess of EUR 5,000,000; (d) onor prior to the Closing Date neither SNT, the SNT Management Board nor thesnt Supervisory Board having breached their respective obligations pursuant to the merger agreement entered into bysnt and KPN, and none of the individual members ofthe SNT Management Board or the SNT Supervisory Board having done so, to the extent that such breach hasor could reasonably beexpected to have material adverse consequences for SNT,KPN or the Offer and would beof such nature that it cannot be required, in all reasonableness and fairness, from the Offeror to declare the Offer unconditional; (e) on or prior to the Closing Date, no notification having been received from the AFM stating that the Offer has been made in violation of Chapter IIA of theasst1995, in which case, pursuant to article 32a ofthe Decree, the securities institutions (effecteninstellingen, as defined in theasst 1995) would not be allowed to give their co-operation to the execution and settlement of the Offer; (f) onor prior to the ClosingDate: (i) with the exception of the competition approvals provided for in (ii) below, all material approvals, licences, exemptions and permissions of domestic and international authorities required in connection with the Offer and its intended change of control having been obtained; (ii) all mandatory, pre-completion and competition approvals of domestic and international authorities reasonably required in connection with the Offer and its intended change of control having been obtained; (iii) in relation to the matters referred to in (i)and (ii) above, all waiting periods pursuant to applicable legislation having expired during which domestic or international authorities may oppose the Offer or its intended change of controlor can take or announce steps, which could impede the Offer and its intended change of control or could in any other way result in material adverse consequences for SNT or the Offeror in connection with the Offer; and (iv) in relation to the matters referred to in (i) and (ii) above, neither domestic nor international authorities having taken or announced steps which could impede the Offer or its intended change of control or which could in any other way result in materialadverse consequences forsnt or the Offeror in connection with the Offer; (g) between 10 September 2004, being the date of KPN's and SNTs initial announcement regarding the Offer, and the Closing Date,SNT not having committed itself in anyway to the payment ofany dividend or another distribution, whether or not in the form of shares, andsnt not having paid out any dividend or any other distribution, whether or not in the form of shares; and (h) the SNT Management Board and the SNT Supervisory Board nor any of their individual members having changed their positions as regards their recommendation of the Offer. Acceptance Period The Acceptance Period starts on19 October 2004 and ends at 15:00 hours CET on the Closing Date. Extension If not alloffer Conditions described above have been satisfied or waived prior to the Closing Date,KPN may extend theacceptance Period.If the initialacceptance Period is extended (as a result of which the obligation to announce whether or not the Offer will be declared unconditional, will be postponed) an announcement to that effect will be madeno later than on the third TradingDay after the end of the initial Acceptance Period, with due observance of the provisions of article 90 paragraph 5 of the Decree.