At TDC A/S' Extraordinary General Meeting held on 22 November 2010 the
following resolutions were passed:
• Jakob Kjellberg was elected as new alternate for board member Henrik Kraft.
• The Board of Directors was given an authorisation to acquire own shares up to
a total amount of DKK 9,000,000,000.
• The authorisation in the Company´s Articles of Association to issue warrants
was amended with respect to certain matters of a technical nature.
• The Articles of Association were amended in regard to the denomination of the
shares as a consequence of the Company's shares with effect from 10 May 2010
having changed denomination from a nominal value of DKK 5 to a nominal value of
DKK 1.
• The following amendments of Articles of Association in regard to the new
Danish Companies Act were adopted:
o Article 2 regarding the Company's registered office was repealed.
o The term "aktiebog" was changed to "ejerbog" in Article 5(3,5), Article 6(1)
and Article 10(1) in the Danish version of the Articles of Association.
o In Article 5(5), the address for VP Investor Services A/S was deleted.
Instead VP Investor Services A/S' CVR- no. was inserted. Furthermore the term
"aktiebogsfører" was changed to "ejerbogsfører" in the Danish version of the
Articles of Association.
o To Article 6(1), it was added that the notice of General Meetings shall be
made public on the Company's website.
o Article 6(2), was amended so the notice for convening a General Meeting was
changed to not earlier than 5 weeks and no less than 3 weeks prior to the
General Meeting.
o Article 6(3), was amended to specify that notice of an extraordinary General
Meeting shall be given within 2 weeks after the request is made.
o Article 6(4), was amended so the shareholders' holdings necessary to request
an extraordinary General Meeting, was changed to 5%, and it was specified that
the notice for such an extraordinary General Meeting must be given within 2
weeks after the request is made.
o Article 7 was replaced by the following:
"Any shareholder shall be entitled to propose resolutions for consideration and
adoption at the Annual General Meetings. The Board shall, no later than 8 weeks
before the Annual General Meeting publish the proposed date of the General
Meeting and the last date of submission of requests for inclusion of specific
resolutions on the agenda."
o The previous provisions in Article 8(1) was replaced with a new provision
stating that the Company on its website for a continuous period of 3 weeks
beginning no later than 3 weeks before the General Meeting shall make available
to the shareholders (i) the notice of the General Meting, (ii) overview of the
total number of shares and voting rights at the date of the notice (iii) the
documents to be presented at the General Meeting, (iv) the agenda and the
complete proposals and (v) proxy forms and forms for casting votes at the
General Meeting.
o A new paragraph was inserted as Article 8(2), stating when and how
shareholders via the Company's website shall be able to ask questions regarding
the documents to be presented at the General Meeting.
o Article 10(1), was amended so the deadline for requesting an admission card
was changed from 5 days to 3 days prior to the General Meeting, the place for
requesting admission cards to the General Meeting was changed from the
Company's main office to the Company's website and the date for determining the
holdings of each shareholder was changed to the registration date, that has
been legally defined as being one week prior to the General Meeting.
o In Article 10(2), it was specified that only shareholders who are registered
on the registration date are entitled to attend and exercise their voting
rights at General Meetings.
o Article 10(3), was amended so proxies to third parties to vote at a General
Meeting can be issued for a period exceeding 12 months. It was also stated that
shareholders and their proxy holders have the right to bring an adviser. In
addition, it was clarified that proxy holders only can exercise their voting
rights if they have obtained an admission card to attend the General Meeting at
the shareholder's behalf.
o A new Article 10(4) was inserted, stating that proxies issued to the Board of
Directors to vote at a General Meeting can not be issued for a period exceeding
12 months and can only be issued to a defined General Meeting with a known
agenda.
o A new Article 10(5) was inserted, stating that shareholders have the right to
vote by mail. A vote given by mail must reach the Company no later than 10 a.m.
on the weekday before the General Meeting.
o In Article 12, the reference to the Companies Act, Sections 78 and 79 was
changed to the Companies Act Sections 106 and 107.
o The term "aktieselskabsloven" was changed to "selskabsloven" in Article
14(1,3) and Article 22(1) in the Danish version of the Articles of Association.
o In Article 15(3), it was specified that the proceedings at board meetings
shall be recorded in a negotiation protocol.
TDC A/S
Teglholmsgade 1-3
0900 Copenhagen C
DK-Denmark
tdc.com
