The Board of Directors of TDC A/S hereby invites the Company's shareholders to attend its annual general meeting, which will be held on
Thursday, 8 March 2012 at 4 p.m. (CET) at the Bella Center, Center Boulevard 5, 2300 Copenhagen S
The Board of Directors has decided to hold the annual general meeting by physical attendance.
Before the general meeting, coffee and cake will be served from 3 p.m. (CET). No refreshments will be served after the general meeting.
Agenda:
1. The report of the Board of Directors on the Company's activities during the past year.
2. Presentation and adoption of the annual report.
3. Resolution to discharge the Board of Directors and the Executive Committee from liability.
4. Resolution on the distribution of profits as recorded in the annual report as adopted.
5. Election of members and alternate members to the Board of Directors.
6. Election of auditor.
7. Proposals from the Board of Directors or the shareholders:
a) Authorisation of the Board of Directors to acquire own shares
b) Adoption of the Board of Directors' remuneration for 2012.
8. Any other business.
Re item 5 on the agenda: The following members of the Board of Directors are nominated for re-election: Vagn Sørensen, Pierre Danon, Stine Bosse, Angus Porter, Lars Rasmussen, Søren Thorup Sørensen, Kurt Björklund, Lawrence Guffey, Henrik Kraft, Gustavo Schwed and Andrew Sillitoe.
Ola Nordquist is nominated for re-election as alternate for Kurt Björklund. Raphael de Botton is nominated for re-election as alternate for Lawrence Guffey. Jakob Kjellberg is nominated for re-election as alternate for Henrik Kraft. Bruno Mourgue d'Algue is nominated for re-election as alternate for Gustavo Schwed. Gabriele Cipparrone is nominated for re-election as alternate for Andrew Sillitoe.
Re item 6 on the agenda: It is proposed by the Board of Directors to re-elect PricewaterhouseCoopers as the Company's auditors.
Re item 7a on the agenda:
It is proposed by the Board of Directors that it be authorised by the general meeting, for the period until the next annual general meeting, to allow the Company to acquire its own shares of an amount of up to 10 % of the nominal share capital at any time in accordance with the rules of the Companies Act. The purchase price of the shares may not differ by more than 10 % from the price quoted for the shares on NASDAQ OMX Copenhagen A/S at the time of the acquisition.
Re item 7b on the agenda:
It is proposed by the Board of Directors that the general meeting adopt that the members of the Board of Directors may collectively receive a cash remuneration of maximum DKK 7,000,000 for their work in 2012, including work on board committees.
At the time of the general meeting, the Company's nominal share capital is DKK 825,000,000 divided into shares of a nominal value of DKK 1 or any multiple thereof. The Articles of Association provide as follows in relation to voting rights:
"Article 10(1). Any shareholder shall be entitled to attend the General Meeting if at least 3 days before the date of the General Meeting he has made a request for an admission card at the Company's website, www.tdc.dk, or in another way as stated in the notice. Such admission card, which specifies the number of votes held by the shareholder, shall be issued to the shareholders based on the share ownership registered in the Company's Register of Shareholders on the registration date, defined as being one week prior to the General Meeting, and based on notices regarding entry in the Register of Shareholders received by the Company no later than on the registration day, providing such entries have not yet been made in the Register of Shareholders.
Article 10(2). Shareholders who are registered in the Company's Register of Shareholders or who has given the Company notice of and documented an acquisition of shares have the right to vote on General Meetings. Only shareholders who are, or were, registered on the registration date are entitled to attend and exercise their voting rights at General Meetings. Each share amount of DKK 1 shall entitle the holder to one vote."
Thus, under Article 10(1) and 10(2) of the Articles of Association it is the number of shares and voting rights registered or filed for registration in the Company's register of shareholders at the date of registration (Thursday, 1 March 2012 at 11.59 p.m. (CET)) which determines the shareholders' right to attend and vote at the general meeting.
The proposals in item 7 a) and 7 b) may be passed by a simple majority of votes.
The following information will be available to the shareholders on the Company's website, investor.tdc.com, no later than Wednesday, 15 February 2012: (1) The notice convening the general meeting, (2) the total number of shares and voting rights in the Company at the date of the notice, (3) the agenda, (4) the 2011 annual report and (5) the proxy form and the vote by correspondence form.
Shareholders who prefer to receive the 2011 annual report by post should contact TDC, Investor Relations, by telephone +45 66 63 76 80 or by e-mail to investorrelations@tdc.dk.
Up until one week before the general meeting, shareholders may submit written questions to the Company's management on matters affecting the assessment of the 2011 annual report, the Company's position in general or other matters to be resolved at the general meeting. The shareholders may also ask questions about the Company's relations to other TDC group companies. Shareholders wishing to exercise this right may send their questions by letter to the Company or by e-mail to investorrelations@tdc.dk. The questions may be answered in writing, for instance by making the answers available on the Company's website, investor.tdc.com. No answer is required to be provided if the shareholder who has asked the question is not represented at the general meeting.
At the general meeting, shareholders may also ask oral questions about these matters to the Company's management or oral questions about the 2011 annual report to the Company's auditor elected by the general meeting.
Shareholders, proxies and any accompanying adviser must have an admission card to attend the general meeting. Admission cards may be ordered on the Company's website, investor.tdc.com, or on the website of VP Investor Services A/S, uk.vp.dk/agm.
Admission cards must be ordered by Friday, 2 March 2012 at 11.59 p.m (CET).
When ordering an admission card, it will also be possible to order a parking permit at the Company's expense, providing free parking at the Bella Center in connection with the general meeting. The parking permit must be placed in the front windscreen of the car so that it is clearly visible.
At the general meeting, shareholders may vote by proxy by presenting an instrument of proxy, duly signed and dated. Proxies may be granted electronically on the Company's website, investor.tdc.com, or on the website of VP Investor Services A/S, uk.vp.dk/agm, by using Nem-ID or VP-ID and VP code. Electronic proxies must be granted by Friday, 2 March 2012 at 11.59 p.m. (CET). Alternatively, a proxy form may be downloaded from the Company's website, investor.tdc.com, and sent by letter to the Company or VP Investor Services A/S or by e-mail to investorrelations@tdc.dk or vpinvestor@vp.dk. If an admission card has been ordered in time, a proxy may be granted physically until and including Thursday, 8 March 2012. Proxies may be revoked by letter to the Company or VP Investor Services A/S or by e-mail to investorrelations@tdc.dk or vpinvestor@vp.dk.
Shareholders may also vote by post. It is possible to vote electronically on the Company's website, investor.tdc.com, and on the website of VP Investor Services A/S, uk.vp.dk/agm, by using Nem-ID or VP-ID and VP code. Alternatively, a voting form may be downloaded from the Company's website, investor.tdc.com, and sent by letter to the Company or VP Investor Services A/S or by e-mail to investorrelations@tdc.dk or vpinvestor@vp.dk. In order to stay valid, the postal vote must be received by the Company or VP Investor Services A/S no later than Wednesday, 7 March 2012 at 10.00 a.m. (CET). Postal votes that have already been cast cannot be withdrawn.
Letters should be sent to TDC A/S, Teglholmsgade 3, G-4, DK-0900 Copenhagen C, or to VP Investor Services A/S, Weidekampsgade 14, DK-2300 Copenhagen S.
The Company prefers communicating with its shareholders electronically (by e-mail) in the future and therefore asks all shareholders who have not yet provided their e-mail address for the purpose of receiving notices of general meetings, company announcements, documents and other information to do so on the Company's website, investor.tdc.com, or on VP Investor Services A/S' website, uk.vp.dk/agm, or by contacting VP Investor Services A/S, by telephone +45 43 58 88 91. Shareholders who do not provide information about their e-mail address should not expect to receive notices of general meetings, Company announcements, documents and other information by regular post in the future.
The Board of Directors
Background information on the proposed candidates to the Board of Directors
Vagn Sørensen, Chairman, age 52.
MSc in Economics and Business Administration, Aarhus School of Business, University of Aarhus, 1984.
Chairman of the Boards of Directors of FLSmidth & Co. A/S, FLSmidth A/S, KMD A/S, KMD Equity Holding A/S, KMD Holding A/S, British Midlnad Ltd., Select Service Partner Ltd. and one subsidiary thereof and Scandic Hotels AB.
Vice Chairman of the Board of Directors of DFDS A/S.
Member of the Boards of Directors of Air Canada, Braganza AS, Lufthansa Cargo AG, Royal Caribbean Cruises Ltd., C.P. Dyvig & Co. A/S, Det Rytmiske Musikhus’ Fond and Koncertvirksomhedens Fond.
Executive Manager of GFKJUS 611 ApS and VOS Invest ApS.
Senior Adviser to Morgan Stanley and EQT Partners.
Pierre Danon, Vice Chairman, age 56.
Degree in Civil Engineering, Ecole Nationale des Ponts et Chaussées, 1978. Law degree, Faculté de Droit Paris II Assas, 1978. MBA, HEC School of Management, Paris, 1980.
Chairman of the Boards of Directors of Numericable & Completel, and Voila.
Non-executive Director at Ciel Investment Limited and Standard Life plc..
Senior Adviser to JP Morgan.
Stine Bosse, age 51
Master of Law, University of Copenhagen 1987. Strategic Agility Programme, Harvard Business School, 2008.
Chairman of the Boards of Directors of Flügger A/S, The Royal Danish Theatre, BØRNEfonden (the Childrens’ Fund), Copenhagen Art Festival and Concito.
Member of the Boards of Directors of Nordea Bank A/S, Amlin plc, Aker ASA and lcopal A/S.
Member of INSEAD Danish Council. Danish member of the ChildFund Alliance. UN member of the Millennium Development Goals Advocacy Group for the fight against global poverty, disease and hunger.
Angus Porter, age 54.
M.A. (natural science) and Ph.D., University of Cambridge, 1978 and 1981. Chartered Engineer.
Chief Executive Officer of the Professional Cricketers’ Association in England.
Non-executive Director at Direct Wines Limited.
Lars Rasmussen, age 52.
Bsc, Aalborg University, 1986. EMBA, Scandinavian International Management Institute (SIMI), 1995.
President and Chief Executive Officer of Coloplast A/S with management assignments in six of its wholly-owned subsidiaries.
Member of the Boards of Directors of Højgaard Holding A/S and MT Højgaard A/S.
Member of the Central Board of Directors of the Confederation of Danish Industry.
Søren Thorup Sørensen, age 46.
MSc (Auditing), Copenhagen Business School, 1990. State Authorised Public Accountant (with deposited licence), 1992. Advanced Management Programme, Harvard Business School, 2009.
Chairman of the Boards of Directors of K & C Holding A/S, Toginfo A/S, EP af 27. april 2006 A/S, KIPAL 2007 ApS and Kirkbi Anlæg A/S.
Member of the Boards of Directors of Falck Holding A/S, Falck A/S, Falck Danmark A/S, Topdanmark A/S, Topdanmark Forsikring A/S, LEGO A/S, Koldingvej 2, Billund A/S, Kirkbi Real Estate Investment A/S, Kirkbi AG, Interlego AG, LEGO Juris A/S and Kirkbi Invest A/S.
Chief Executive Officer of Kirkbi A/S and Kirkbi Invest A/S.
Kurt Björklund, age 42.
MSc in Economics, SSEBA, Helsinki, 1993. MBA, INSEAD, 1996.
Co-Managing Partner in Permira.
Member of the Board of Directors of Permira Holdings Limited and member of the Executive Group and Investment Committee.
Lawrence Guffey, age 43.
BA, Rice University, 1990.
Senior Managing Director in Blackstone’s Corporate Private Equity Group.
Member of the Boards of Directors of Axtel SA de CV, Deutsche Telekom AG, Paris Review, the Literary Foundation and the Humanities Advisory Board at Rice University.
Henrik Kraft, age 38.
M.Eng., Oxford University, 1996.
Partner of KKR.
Manager of NTC Parent S.à.r.l. and NTC Holding G.P. S.à.r.l.
Director of Ambea Holding AB, Ambea AB and Carema Holding AB.
Chairman of the Supervisory Board of Versatel AG. Member of the Audit Committee of Versatel AG. Chaiman of the Human Resources and Nomination Committee of Versatel AG.
Gustavo Schwed, age 49.
BA, Swarthmore College, 1984. MBA, Stanford University, 1988.
Managing Director of Providence Equity.
Member of the Boards of Directors of Decision Resources Group and Grupo TorreSur.
Member of the Board of Managers at Swarthmore College.
Andrew Sillitoe, age 39.
MA, Oxford, 1993. MBA, INSEAD, 1997.
Partner of Apax Partners LLP and member of the Executive Committee and Investment Committee.
Member of the Board of Directors of Apax Europe VI No. 2 Nominees Ltd., Apax Europe VI Nominees Ltd., Apax Europe VII Nominees Ltd., Apax PP Nominees Ltd., Apax WW No 2 Nominees Ltd., Apax WW Nominees Ltd. and Apax US VII Nominees Ltd.
TDC A/S
Teglholmsgade 3
0900 Copenhagen C
DK-Denmark
tdc.com
