The Board of Directors of TDC A/S hereby invites the Company's shareholders to attend an extraordinary general meeting, which will be held on
Wednesday, 27 June 2012 at 4 p.m. (CET) at TDC, entrance through Teglholmsgade 1, DK-2450 Copenhagen.
The Board of Directors has decided to hold the extraordinary general meeting by physical attendance.
Access to the extraordinary general meeting will be through the YouSee main reception.
Agenda:
1. Election of new board member John Hahn as a replacement for board member Gustavo Schwed.
2. Election of new alternate Haide Hong as a replacement for alternate Bruno Mourgue d'Algue.
3. Any other business.
Re item 1 on the agenda:
The Board of Directors proposes that John Hahn be elected as a replacement for board member Gustavo Schwed.
Re item 2 on the agenda:
The Board of Directors proposes that Haide Hong be elected as a replacement for alternate Bruno Mourgue d'Algue.
At the time of the extraordinary 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 Articles 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 (Wednesday, 20 June 2012 at 11.59 p.m. (CET)) which determines the shareholders' right to attend and vote at the general meeting.
The proposals in item 1) and 2) 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 Monday, 4 June 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 containing the complete proposals and (4) the proxy form and the vote by correspondence form.
Up until one week before the general meeting, shareholders may submit written questions to the Company's management on the matters to be resolved at the general meeting. 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 the matters to the Company's management.
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, 22 June 2012 at 11.59 p.m. (CET).
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, 22 June 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 Wednesday, 27 June 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 Tuesday, 26 June 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-455, DK-0900 Copenhagen C, or to VP Investor Services A/S, Weidekampsgade 14, DK-2300 Copenhagen S.
The Board of Directors
Background information on the proposed candidates as board member and alternate
John Hahn, age 53.
BBA, University of Notre Dame, 1980. MBA, University of California, Los Angeles, 1989.
Managing Director in Providence Equity.
Board member in Digital Platform İletişim Hizmetleri (Digiturk), Grupo
Corporativo ONO and UFO Moviez India.
John Hahn is nominated as board member by NTC Holding GP & Cie S.C.A., which has 39,24% of the total voting rights in TDC A/S. John Hahn is therefore nominated as a non-independent board member in TDC A/S.
Haide Hong, age 27.
BA, University of Cambridge, 2005. MA, University of Cambridge, 2009.
Senior Associated in Providence Equity.
