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KPN shareholders clear German unit sale to Telefonica

* KPN foundation abstains from vote

* America Movil backs sale, board members not present

* No update on negotiations with America Movil

By Robert-Jan Bartunek and Sara Webb

THE HAGUE, Oct 2 (Reuters) - Shareholders in Dutch telecoms group KPN have approved the 8.55 billion euro ($11.6 billion) sale of its German unit E-Plus to Spanish rival Telefonica, paving the way for KPN to step up investment and resume dividend payments.

Combining the German units of KPN and Telefonica will create the country's largest mobile operator by customers, giving Telefonica more clout to compete with Vodafone and T-Mobile.

The deal brings together two long-standing rivals in Latin America. Carlos Slim's America Movil, the biggest shareholder in KPN, approved the transaction once Telefonica sweetened its offer in August, making it virtually certain that the sale would be approved.

The Mexican billionaire's group has made a 7.2 billion euro bid for KPN as it looks beyond its South American home base in search of new opportunities in Europe.

KPN Chief Executive Eelco Blok told reporters he expected to see more consolidation in the industry in Europe given the need for funds for spectrum auctions and investment in new high-speed data networks. He said the E-Plus sale was a "very, very important deal".

The Dutch group will be left with businesses in the Netherlands and Belgium. It said it would use the proceeds of the E-Plus sale to invest in its network and resume paying a dividend in 2014 after skipping shareholder remuneration in 2013.

KPN, which will hold a 20.5 percent stake in the combination of E-Plus and Telefonica Deutschland, said it expected regulators to clear the deal by mid-2014.

KPN's shares closed 0.55 percent lower on Wednesday at 2.351 euros per share, below the 2.40 that America Movil is bidding for the group.

The Dutch group has not welcomed America Movil's advances, and an independent foundation tasked with protecting the interests of investors and other stakeholders has moved to block the America Movil bid by acquiring nearly 50 percent of the voting rights.

Talks between the two parties were hampered by the unexpected departure of KPN's finance chief Eric Hageman, just one year after taking the job.

The foundation said previously that, apart from making sure that the new owners made clear arrangements with employees, America Movil should also make a fair offer for KPN.

Analysts have said that America Movil's offer of 2.40 euros per share was not very generous, especially as KPN enjoyed a 925-million-euro tax break because of the sale, which equates to 0.22 euro per share.

Every 0.05 euro increase in the bid price would cost America Movil about 150 million euros more.

The foundation abstained from voting at Wednesday's extraordinary general meeting to approve the E-Plus deal.

KPN executives, questioned repeatedly during the meeting about the status of the negotiations with America Movil, refused to comment.

"We are in talks with America Movil to get to a merger protocol and how that will end is unclear," supervisory board Chairman Jos Streppel told shareholders.

"We have fiduciary duties towards our shareholders and other stakeholders according to Dutch law and hope that we can find a balance to give a positive recommendation."

America Movil owned about 30 percent of the Dutch company before the foundation stepped in and has two representatives on KPN's board.

However, neither of America Movil's board members were present at the meeting on Wednesday because of a potential conflict of interest, given that the two companies are still in talks about the Mexican group's bid for KPN, Streppel said.