Today, TDC A/S’ General Meeting passed the following resolutions:
· The Company’s Annual Report 2010 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 recorded. No dividends are distributed for the financial year 2010.
· The proposal to amend the first sentence of Article 14(1) of the Company’s Articles of Association to enable the Board of Directors to consist of three to eleven members was adopted.
· The following members of the Board of Directors were re-elected: Vagn Sørensen, Pierre Danon, Kurt Björklund, Lawrence Guffey, Henrik Kraft, Gustavo Schwed, Andrew Sillitoe, Søren Thorup Sørensen and Lars Rasmussen. Angus Porter and Stine Bosse were elected as new members of the Board of Directors.
The following alternates were re-elected: Ola Nordquist for Kurt Björklund. Jakob Kjellberg for Henrik Kraft. Bruno Mourgue d'Algue for Gustavo Schwed. Gabriele Cipparrone for Andrew Sillitoe. Raphael de Botton was elected as alternate for Lawrence Guffey.
In addition to the members elected by the General Meeting, the Board of Directors also consists of four 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 for the period until the next Annual General Meeting to allow the Company to acquire its own shares in accordance with the rules of the Danish Companies Act provided that the Company’s holding of own shares cannot exceed 10 per cent of the nominal share capital at any time. 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.
· The Company’s remuneration policy for the Board of Directors and the Executive Committee, including general guidelines for incentive pay to the Executive Committee, was approved and the proposal to amend Article 16a of the Company’s Articles of Association on general guidelines for incentive pay to the Executive Committee was adopted.
· The Board of Director’s remuneration for 2011 was adopted.
· The proposal to reduce the Company's share capital by a nominal amount of DKK 166,875,885 from nominally DKK 991,875,885 to nominally DKK 825,000,000 was adopted. The capital reduction is effected by cancellation of 166,875,885 shares of the 176,468,549 own shares acquired by the Company in connection with a share buy-back in mid-December 2010. As a consequence of the capital reduction, the proposal to amend Article 4(1) of the Company’s Articles of Association on the share capital amount was adopted.
· The proposal to include a 70 years’ age limit for members of the Board of Directors in Article 14(2) of the Company’s Articles of Association was adopted.
· The following proposals to amend the Company’s Articles of Association as a result of the partial commencement of the new Companies Act were adopted:
- "(TDC A/S)" was deleted from the secondary names in Article 1(2)
- "audited" in front of “Annual Report” was deleted in Article 8(1) 3) and Article 9(1)
- "by correspondence" was added after "votes" in Article 8(1) 5)
- "present" was amended to "represented" in Article 15(2)
· The proposal to amend "interim dividend" to "interim dividend according to section 183 of the Companies Act" in Article 5a of the Company’s Articles of Association was adopted.
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, Gustavo Schwed, Henrik Kraft and Lars Rasmussen.
Furthermore, the Audit Committee of the Board of Directors consists of Søren Thorup Søren (Chairman), Lawrence Guffey, Vagn Sørensen and Andrew Sillitoe.
TDC A/S
Teglholmsgade 3
0900 Copenhagen C
DK-Denmark
tdc.com
