COPENHAGE, Denmark, March 27, 2002 (PRIMEZONE) -- The Board of Directors of TDC A/S (NYSE:TLD) hereby invites TDC's shareholders to attend the Annual General Meeting to be held on: Wednesday, April 24, 2002 at 4:00 p.m. in Tivoli Gardens' Concert Hall, Vesterbrogade 3, DK-1630 Copenhagen V, main entrance.
The agenda will be as follows:
1. Election of Chairman.
2. The Board of Directors' report on the activities of the Company
during the preceding year.
3. Presentation of the Financial Statements (the Annual Report) for
adoption.
4. Resolution to discharge the Executive Committee and the Board of
Directors from their obligations in respect of the
Financial Statements.
5. Resolution regarding appropriation of profit according to the
Annual Report as adopted.
6. Election of members of the Board of Directors, including the
Chairman and the Vice-Chairman and, if desired, election of
alternates for the members of the Board of Directors, cf. Article
14 of the Articles of Association.
7. Election of two auditors.
8. The Board proposes that the Annual General Meeting authorizes the
Board of Directors - until the next Annual General Meeting - to
allow the Company to acquire own shares at a nominal value of up
to 10 percent of the share capital of the Company, cf. Section 48
of the Danish Companies Act. The purchase-price of the shares in
question must not deviate by more than 10 percent from the price
quoted on the Copenhagen Stock Exchange at the time of
acquisition.
9. The shareholder TeleFinans A/S has submitted the following four
proposals:
a) In case of future agreements on share options for Management
with terms of up to ten years, the Board of Directors shall
incorporate a suitable annual increase in the redemption price
compared with the market price at the time of allotment to
ensure a given minimum yield for the shareholders at least
corresponding to the ten-year interest rate, before the share
options start to create value for Management.
b) The Board of Directors shall base future allotments of share
options for Management on condition that a value-creating
yield for the shareholders is obtained in the previous year,
in that the yield on the shareholders' equity plus accumulated
goodwill amortization and interest-bearing debt have exceeded
the weighted average cost of capital (WACC).
c) The Board of Directors is encouraged to defer further
international investments until it has been rendered probable
that the investment of approximately DKK 34.6bn (from November
2000 to the beginning of 2003) for the last 86 percent of TDC
Switzerland's approx. 2.2m loss-making customers will be
capable of creating value for the shareholders.
d) The Board of Directors is encouraged to reassess the present
valuation of TDC Switzerland, as the present high average
valuation of approx. DKK 18,000 per mobile, Internet and
landline customer in TDC Switzerland, together with the
present share price, must mean that TDC's remaining 11.3m
customers are, on average, valued at the considerably lower
value of DKK 6,000 per customer by the stock market.
10. AOB.
Regarding item 6 of the agenda: The Board of Directors proposes re-election of the Board of Directors consisting of: Knud Heinesen (Chairman), Lloyd Kelley (Vice-Chairman), Larry Boyle, Niels Heering, William B. McCullough, Rick L. Moore, Drew Roy and Erik Sprunk-Jansen. As alternates for the six Board members to be elected by the Annual General Meeting and at the election of whom no shareholders are obliged to abstain from voting, Mr. Rich McCormick (1st alternate) and Mr. Kevin Fix (2nd alternate) are proposed for re-election.
Regarding item 7 of the agenda: The Board of Directors proposes re-election of the Company's auditors, PricewaterhouseCoopers and Ernst & Young Statsautoriseret Revisionsaktieselskab.
The agenda for the Annual General Meeting and the Annual Report 2001 will be available for inspection by the shareholders at the offices of the Company, Norregade 21, DK-0900 Copenhagen C.
Any shareholder is entitled to attend the Annual General Meeting provided that the shareholder has obtained an admission card. Admission cards can be obtained on presentation of the reference number used by the Danish Securities Center (Vaerdipapircentralen), or other documentation in accordance with Article 10 of the Articles of Association, to Danske Bank on tel. +45 43 39 28 85 or fax +45 43 39 46 69, no later than Friday, April 19, 2002.
TDC, formerly Tele Danmark, is a Danish-based European full-service provider of communications solutions. It is organized in seven main business lines; TDC Tele Danmark, TDC Mobile International, TDC Internet, TDC Switzerland, TDC Cable TV, TDC Services and TDC Directories. TDC is the leading provider of communications services in Denmark, the second-largest communications provider in Switzerland and holds significant interests in a range of communications companies across Northern and Continental Europe. TDC was privatized in 1994. Today, SBC Communications owns a 41.6% stake in TDC and the remaining shares are held by individual and institutional shareowners all over the world.
TDC Listings Shares: Copenhagen Stock Exchange. Reuters TDC.CO. Bloomberg TDC DC. Nominal value DKK 5. ISIN DK00-10253335. SEDOL 5698790. ADSs: New York Stock Exchange. One ADS represents half of one common share. Reuters TLD.N. Bloomberg TLD US. SEC 1-12998. Half of one common share. CUSIP 87236N102. SEDOL 2883094.