The Board of Directors of TDC A/S hereby invites the Company's shareholders to
attend the Annual General Meeting, which will be held on
Thursday March 15, 2007, at 4:00 pm (CET), in Radisson SAS Falconer Hotel &
Conference Center, Falconer Salen (the Falconer Hall), Falkoner Allé 9, DK-2000
Frederiksberg.
Agenda:
1. The Board of Directors' report on the activities of the Company during the
preceding year.
2. The presentation of the Annual Report together with a resolution for its
adoption.
3. A resolution to discharge the Board of Directors and the Executive Committee
from their obligations in respect of the Annual Report.
4. A resolution regarding allocation of profit according to the Annual Report
as adopted.
5. Election of members of the Board of Directors and alternates.
6. Election of Auditor.
7. Proposals from the Board of Directors or shareholders:
a) The Board of Directors proposes that the Annual General Meeting authorizes
the Board of Directors ¬- until the next Annual General Meeting - to allow the
Company to acquire own shares at a nominal value of up to 10 percent of the
share capital of the Company, cf. Section 48 of the Danish Companies Act. The
purchase price of the shares in question must not deviate by more than 10
percent from the price quoted on the Copenhagen Stock Exchange at the time of
acquisition. In the event the shares are not listed on the Copenhagen Stock
Exchange at the time of acquisition, the purchase price must not deviate by
more than 10 percent from the market value of the shares at the time of
acquisition.
b) The Board of Directors proposes that a Sub-article 6 is inserted in Article
5 of the Articles of Association stating the name and the address of the keeper
of the Company's Register of Shareholders.
c) The Board of Directors proposes that Article 10(1), first Sentence, of the
Articles of Association is changed in order to specify that the notice to the
General Meeting may state that admission cards can also be obtained from e.g.
the keeper of the Company's Register of Shareholders or by electronic
application.
d) The Board of Directors proposes that Article 13(1) of the Articles of
Association is changed so that in future, minutes of the General Meetings are
only signed by the Chairman of the Meeting.
e) The Board of Directors proposes that Article 16(1) of the Articles of
Association is changed so that in future, the Executive Committee shall consist
of two to seven members.
8. AOB.
Re item 5 on the agenda: The following members of the Board of Directors are
nominated for re-election: Kurt Björklund, Vagn Sørensen, Lawrence Guffey,
Oliver Haarmann, Gustavo Schwed and Richard Wilson. Furthermore, Henning
Dyremose is proposed elected as member of the Board of Directors.
Ola Nordquist is proposed re-elected as alternate for Kurt Björklund. Jan
Nielsen is proposed re-elected as alternate for Lawrence Guffey. Nicholas
Gheysens is proposed re-elected as alternate for Oliver Haarmann. Torsten
Winkler is proposed re-elected as alternate for Gustavo Schwed. Andrew Sillitoe
is proposed re-elected as alternate for Richard Wilson.
Re item 6 on the agenda: The Board of Directors proposes re-election of the
Company's Auditor, PriceWaterhouseCoopers.
Re item 7 b): It is proposed that a Sub-article 6 with the following wording is
inserted in Article 5 of the Articles of Association: “The Company's Register
of Shareholders shall be kept by VP Investor Services A/S (VP Services A/S),
Helgeshøj Allé 61, P.O. Box 20, DK-2630 Taastrup, which has been elected as
keeper of the Company's Register of Shareholders on the Company's behalf.”
Re item 7 c): It is proposed that Article 10(1), first Sentence, of the
Articles of Association is replaced by the following wording: “Any shareholder
shall be entitled to attend the General Meeting if at least five days before
the date of the General Meeting he has made a request for an admission card at
the Company's head office during ordinary office hours or in another way as
stated in the notice.”
Re item 7 d): It is proposed that Article 13(1) of the Articles of Association
is changed as follows: “Brief minutes of the proceedings at the General Meeting
shall be recorded in a minute book authorized for such purpose by the Board of
Directors. The said minute book shall be signed by the Chairman of the
Meeting.”
Re item 7 e): It is proposed that Article 16(1), first Sentence, of the
Articles of Association is changed as follows: “The Board of Directors shall
appoint an Executive Committee of two to seven members to manage the day-to-day
affairs of the Company.”
Adoption of the proposals under items 7 b) to 7 e) of the agenda is subject to
not less than 2/3 of the votes cast as well as the voting share capital
represented at the Annual General Meeting voting in favour of the proposals.
The agenda of the Annual General Meeting, the complete wording of the
resolutions to be passed at the Annual General Meeting, and the audited Annual
Report 2006 will be available for the shareholders on www.tdc.com/investor and
in the reception at the Company's head office at Nørregade 21, DK-1165
Copenhagen K from February 26, 2007. Shareholders who wish to receive the
audited Annual Report 2006 are requested to contact TDC, Investor Relations, +
45 66 63 76 80.
Shareholders must hold an admission card to attend the Annual General Meeting.
Admission cards can be ordered from VP Services A/S by filling in the front
page of the form which will be sent to the shareholders and returning it by
using the return envelope which will also be sent to the shareholders or by fax
+45 43 58 88 67. Furthermore, admission cards can be obtained by personal
attendance at the Company's head office at the above mentioned address during
ordinary office hours.
Shareholders may grant a proxy to the Board of Directors by filling in the back
of the form. For the proxy to be valid the back of the form must be signed and
dated. The proxy may be returned to VP Services A/S by using the return
envelope or by fax +45 43 58 88 67.
Requests for admission cards and proxies must state the reference number used
by the Danish VP Securities Services A/S (appears on the form) or other
documentation in accordance with Article 10 of the Articles of Association and
must reach VP Services A/S or the reception at the Company's head office no
later than Monday March 12, 2007, at 4:00 pm (CET).
The Board of Directors
Background information regarding candidates nominated for election to the Board
of Directors:
Kurt Björklund, Chairman, 37 years old.
MSc (Economics), 1993, SSEBA, Helsinki. MBA, 1996, INSEAD.
Partner in Permira Advisers KB.
Chairman of the Board of Nordic Telephone Company ApS.
Vagn Sørensen, Vice Chairman, 47 years old.
MSc (Economics and Business Administration), Aarhus School of Business, Denmark.
Chairman of the Boards of deSter N.V., Belgium, BTX Group A/S, Codan A/S, Codan
Forsikring A/S, Select Service Partner Ltd, U.K., and Trygg-Hansa Försäkring
AB. Vice Chairman of the Board of DFDS A/S. Member of the Boards of ST Global
AG, Austria, Air Canada and Braganza AS.
Lawrence Guffey, 38 years old.
BA, 1990, Rice University.
Senior managing partner in The Blackstone Group.
Member of the Boards of Nordic Telephone Company ApS, Deutsche Telekom AG,
Axtel SA de CV and Cine UK Ltd.
Oliver Haarmann, 39 years old.
BA, 1990, Brown University. MBA, 1996, Harvard Business School.
Managing Director in Kohlberg Kravis Roberts & Co. Ltd.
Member of the Boards of Nordic Telephone Company ApS and A.T.U.
Auto-Teile-Unger Holding GmbH.
Gustavo Schwed, 45 years old.
BA, 1984, Swarthmore College. MBA, 1988, Stanford University.
Managing director in Providence Equity.
Member of the Board of Nordic Telephone Company ApS.
Richard Wilson, 41 years old.
BA, 1988, University of Cambridge. MBA, 1994, INSEAD.
Partner in Apax Partners Worldwide LLP.
Member of the Board of Nordic Telephone Company ApS.
Henning Dyremose, 61 years old.
MSc (Chemical Engineering), 1969. Graduate Diploma in Business Administration
(Organization), 1972.
Chairman of the Confedertion of Danish Industries. Chairman of the Trade
Council of Denmark. Vice Chairman of the Boards of Brødrene A.O. Johansen A/S
and A.O. Invest A/S. Member of the Boards of Carlsberg A/S, Carlsberg Breweries
A/S, Fonden Baltic Development Forum and Industriens Arbejdsgiverforening in
Copenhagen.
For further information please contact TDC Investor Relations on +45 6663 7680.
TDC A/S
Noerregade 21
0900 Copenhagen C
DK-Denmark
tdc.com
