TDC A/S' Annual General Meeting 2009


Today, TDC A/S' General Meeting passed the following resolutions:

• Approval of the Company's Annual Report 2008.

• Discharge of the Board of Directors and the Executive Committee from their
obligations in respect of the Annual Report. 

• Approval of the Board of Directors' proposal regarding allocation of profit.
A dividend of DKK 9 will be paid per share of a nominal value of DKK 5. 

• The following members of the Board of Directors were re-elected: Vagn
Sørensen, Pierre Danon, Kurt Björklund, Lawrence Guffey, Oliver Haarmann and
Gustavo Schwed. Furthermore, Andrew Sillitoe was elected as a member of the
Board of Directors. 

The following alternates were re-elected: Ola Nordquist for Kurt Björklund, Jan
Nielsen for Lawrence Guffey, Henrik Kraft for Oliver Haarmann and Torsten
Winkler for Gustavo Schwed. Gabriele Cipparrone was elected as alternate for
Andrew Sillitoe. 

In addition to the members elected by the General Meeting, the Board of
Directors also consists of 4 members elected by the employees. These are Jan
Bardino, Leif Hartmann, Steen M. Jacobsen and Bo Magnussen. 

• PricewaterhouseCoopers was re-elected as auditor.

• The Board of Directors was authorised - until the next Annual General Meeting
- to allow the Company to acquire its own shares at a nominal value of up to 10
per cent of the share capital of the Company, see Section 48 of the Danish
Companies Act (aktieselskabsloven). The purchase price for the shares in
question must not deviate by more than 10 per cent from the price quoted on
NASDAQ OMX Copenhagen A/S at the time of acquisition. If the shares are not
listed on NASDAQ OMX Copenhagen A/S at the time of acquisition, the purchase
price must not deviate by more than 10 per cent from the market price of the
shares at the time of acquisition. 

• The following amendments to the Company's Articles of Association were
adopted: 

- The authorisation of the Board of Directors to increase the share capital as
provided by Article 4a of the Articles of Association was extended until March
18, 2014. 

- In Article 5(4), second sentence, of the Articles of Association “the
Copenhagen Stock Exchange” was changed to “NASDAQ OMX Copenhagen A/S”. 

- A new address of the keeper of the Company's Register of Shareholders was
inserted into Article 5(5) of the Articles of Association. 

- A new Article 22 on communication with the Company's shareholders was
inserted into the Articles of Association. The new provision in the Articles of
Association enables the Company to communicate with the shareholders by e-mail.
As a consequence of the above, Article 6(1), second sentence, of the Articles
of Association was changed so that the provision does no longer prescribe that
notice to General Meetings shall be sent by letter. 


At a board meeting held in immediate continuation of the General Meeting, the
Board of Directors constituted itself with Vagn Sørensen as Chairman and Pierre
Danon as Vice Chairman of the Board of Directors. 


For inquiries regarding the above please contact TDC Investor Relations on +45
6663 7680 or investorrelations@tdc.dk. 


TDC A/S
Teglholmsgade 1
0900 Copenhagen C
DK-Denmark
tdc.com

Attachments

release 08-2009 tdc as annual general meeting 2009.pdf