Today, TDC A/S’ General Meeting passed the following resolutions:
- The Company’s Annual Report 2012 was approved.
- The Board of Directors and the Executive Committee were discharged from their liability in respect of the Annual Report.
- The Board of Directors’ proposal on the distribution of profits was approved.
- The following members of the Board of Directors were re-elected: Vagn Sørensen, Pierre Danon, Stine Bosse, Angus Porter, Lars Rasmussen, and Søren Thorup Sørensen.
Pieter Knook was elected as new member of the Board of Directors.
In addition to the members elected by the General Meeting, the Board of Directors also consists of six members elected by the employees: Steen M. Jacobsen, Jan Bardino, Christian A. Christensen, John Schwartzbach, Hanne Trebbien and Gert Winkelmann.
- PricewaterhouseCoopers was re-elected as auditor.
- The Board of Directors was authorised 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.
- The Board of Directors’ proposal to amend the Company's remuneration policy for the Board of Directors and the Executive Committee, including general guidelines for incentive pay to the Executive Committee, and the proposal to amend Article 16a of the Company's Articles of Association were adopted:
"At the General Meeting held on 7 March 2013, the Company considered and amended the remuneration policy for the Company's Board of Directors and Executive Committee, including the general guidelines for incentive pay to the Executive Committee. The guidelines are available on the Company's website, www.tdc.com."
- The Board of Director’s proposal for its remuneration for 2013 was adopted.
- The proposal to reduce the Company's share capital by a nominal amount of DKK 13,000,000 from nominally DKK 825,000,000 to nominally DKK 812,000,000 was adopted. The capital reduction is effected by cancellation of 13,000,000 shares of the 17,748,937 own shares acquired by the Company in connection with a share buy-back in 2012. The average buy-back price was DKK 42.26, and the amount of the capital reduction of DKK 549,380,000 has been distributed to the shareholders. As a consequence of the capital reduction the proposal to amend Article 4(1) of the Company's Articles of Association was adopted:
"The Company's share capital is DKK 812,000,000, which has been fully paid up."
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.
The Compensation Committee and Nomination Committee of the Board of Directors consist of Vagn Sørensen (Chairman), Pierre Danon, Angus Porter and Lars Rasmussen.
Furthermore, the Audit Committee of the Board of Directors consists of Søren Thorup Sørensen (Chairman), Vagn Sørensen, and Stine Bosse.
TDC A/S
Teglholmsgade 3
0900 Copenhagen C
DK-Denmark
tdc.com
