As filed with the United States Securities and Exchange Commission on June 7, 2013
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
 
KONINKLIJKE KPN N.V.
(Exact name of issuer of deposited securities as specified in its charter)
 
N/A
(Translation of issuer’s name into English)
 
The Netherlands
(Jurisdiction of incorporation or organization of issuer)
 
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter )
 
60 Wall Street
New York, New York 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
 
KPN International Network Services, Inc.
20 Second Ave.
Burlington, MA 01803
Phone: (781) 505-7500
 (Address, including zip code, and telephone number, including area code, of agent for service)
 
Copies to:
 
Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
(212) 250-9100
 
It is proposed that this filing become effective under Rule 466:
o
immediately upon filing.
 
o
on (Date) at (Time)
 
If a separate registration statement has been filed to register the deposited shares, check the following box: o
 
CALCULATION OF REGISTRATION FEE
 
Title of Each Class of
Securities to be Registered
Amount to be
Registered
Proposed Maximum
Aggregate Price Per Unit*
Proposed Maximum
Aggregate Offering Price**
Amount of
Registration Fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one ordinary share of Koninklijke KPN N.V.
200,000,000
$0.05
$10,000,000
$1364
*
Each unit represents one American Depositary Share.
**
Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of receipts evidencing American Depositary Shares.
 
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 
 
 
 
 
 
This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
 
 
 
 
 
 
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
PROSPECTUS
 
The prospectus consists of the proposed form of American Depositary Receipt ( also referred to as an "ADR"), included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Registration Statement and incorporated herein by reference.
 
Item 1.
DESCRIPTION OF SECURITIES TO BE REGISTERED
 
CROSS REFERENCE SHEET
  
Item Number and Caption
 
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
       
(1)
Name and address of Depositary
 
Introductory paragraph and bottom of face of American Depositary Receipt
       
(2)
Title of American Depositary Receipts and identity of deposited securities
 
Face of American Depositary Receipt, top center
       
 
Terms of Deposit:
   
         
  (i)
Amount of deposited securities represented by one unit of American Depositary Shares
 
Face of American Depositary Receipt, upper right corner
         
  (ii)
Procedure for voting, if any, the deposited securities
 
Paragraph (12)
         
  (iii)
Collection and distribution of dividends
 
Paragraphs (4), (5), (7) and (10)
         
  (iv)
Transmission of notices, reports and proxy soliciting material
 
Paragraphs (3), (8) and (12)
         
  (v)
Sale or exercise of rights
 
Paragraphs (4), (5) and (10)
         
  (vi)
Deposit or sale of securities resulting from dividends, splits or plans of reorganization
 
Paragraphs (4), (5), (10) and (13)
         
  (vii)
Amendment, extension or termination of the Deposit Agreement
 
Paragraphs (16) and (17)
         
  (viii)
Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs
 
Paragraph (3)
         
  (ix)
Restrictions upon the right to deposit or withdraw the underlying securities
 
Paragraphs (1), (2), (4), and (5)
 
  (x)     
Limitation upon the liability of the Depositary
 
Paragraph (14)
         
(3) 
Fees and Charges
  Paragraph (7)
  
 
 
 
 
I te m 2.          AVAILABLE INFORMATION
   
       
Item Number and Caption
 
Location in Form of American Depositary  
Receipt Filed Herewith as Prospectus
       
(a)
Statement that Koninklijke KPN N.V. publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its Internet Web site (www.kpn.com/corporate/en/ir.htm) or through an electronic information delivery system generally available to the public in its primary trading market.
 
Paragraph (8)
 
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.
EXHIBITS
 
(a)
Form of Amended and Restated Deposit Agreement, dated as of      , 2013, by and among Koninklijke KPN N.V.., Deutsche Bank Trust Company Americas, as depositary (the “ Depositary ”), and all holders from time to time of ADRs issued thereunder (including the form of ADR to be issued thereunder, attached as Exhibit A thereto). – Filed herewith as Exhibit (a).
 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. – Not Applicable.
 
(c)
Every material contract relating to the deposited securities between the Depositary and the Company in effect at any time within the last three years. – Not Applicable.
 
(d)
Opinion of counsel to the Depositary as to the legality of the securities being registered. – Filed herewith as Exhibit (d).
 
(e) 
Certification under Rule 466. – Not Applicable.
 
(f)
Powers of Attorney for certain officers and directors and the authorized representative of the Company. – Set forth on the signature pages hereto.
 
 
 
 
 
Item 4.
UNDERTAKINGS
 
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities; and (2) made generally available to the holders of the underlying securities by the issuer.
 
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary under­takes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request.  The Depositary under­takes to notify each registered holder of an American Depositary Receipt 30 days before any change in the fee schedule.
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the Deposit Agreement, by and among Koninklijke KPN N.V., Deutsche Bank Trust Company Americas, as depositary, and all holders from time to time of ADSs evidenced by ADRs issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 7, 2013.
 
 
Legal entity created by the Deposit Agreement for the issuance of ADRs evidencing ADSs, each representing one ordinary share of Koninklijke KPN N.V.
 
Deutsche Bank Trust Company Americas, solely in its capacity as Depositary
 
     
       
 
By:
/s/  Laura Bonner  
    Name: Laura Bonner  
    Title:   Director  
       
       
 
By:
/s/ Christopher Konopelko  
    Name: Christopher Konopelko  
    Title:  Director  
            
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, Koninklijke KPN N.V. certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, on June 7, 2013.
 
 
Koninklijke KPN N.V.
 
       
 
By:
/s/  Eelco Blok  
  Name: 
Eelco Blok
 
  Title:
Chairman of the Board of Management and CEO
 
       
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eelco Blok and Eric Hageman and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with the power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all amendments, including post-effective amendments, and supplements to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons in the capacities and on the dates indicated:
 
Signatures
  Title  
Date
         
/s/ Eelco Blok
 
Chairman of the Board of Management
 
June 7, 2013
Eelco Blok
 
and Chief Executive Officer
   
         
/s/ Eric Hageman
 
Member of the Board of Management,
 
June 7, 2013
Eric Hageman
 
Chief Financial Officer
   
         
/s/ Joost Farwerck
 
Member of the Board of Management
 
June 7, 2013
Joost Farwerck
       
         
/s/ Thorsten Dirks
 
Member of the Board of Management
 
June 7, 2013
Thorsten Dirk
       
 
 
 
 
 
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
 
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Koninklijke KPN N.V. , has signed this Registration Statement in Burlington, Massachusetts, on June 7, 2013.
 
       
 
Authorized U.S. Representative
     
 
By:
 
/s/ Patrick Meijer                      
     
Name: Patrick Meijer
 
 
 
 
 
INDEX TO EXHIBITS
 
 
Exhibit Number
 
 
(a)  Form of Deposit Agreement
 
(d)  Opinion of counsel to the Depositary
 
 
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