COPENHAGEN, Denmark, Feb. 28, 2006 (PRIMEZONE) -- At the extraordinary general meeting of TDC A/S today, new members to the board of directors were elected, cf. stock exchange announcement no. 14/2006.
Further, the general meeting, with the acceptance of 90.9% of the votes cast and of the capital represented at the meeting, adopted the proposal from Nordic Telephone Company ApS ("NTC") to redeem other shareholders' shares in TDC A/S against payment of DKK 382 per share of DKK 5 less any dividends or other distributions to the shareholders prior to the redemption.
The other proposed amendments by NTC to TDC A/S' articles of association, cf. stock exchange announcement no. 11/2006 of 15 February 2006, were adopted also with the necessary majority in accordance with the Danish Companies Act. Consequently, TDC A/S' provision on power to bind the company was amended so that the company is now bound by the joint signatures of the chairman of the Board of Directors and a director or a manager, by the joint signatures of two members of the Executive Committee, or by the joint signatures of all directors. For other amendments to the articles of association, please see NTC's proposed amendments as described in stock exchange announcement no. 11/2006 of 15 February 2006.
NTC's other proposals on the agenda were also adopted, and the board of directors was consequently authorised:
-- to distribute interim dividends,
-- to apply for a delisting of TDC A/S' shares on the Copenhagen Stock Exchange and to apply for a delisting of the Company's American Depositary Shares on the New York Stock Exchange,
-- to deregister the TDC shares in the Danish Securities Centre, and
-- to register, with a right of substitution, the resolutions passed and to make such alteration or amendment as the Danish Commerce and Companies Agency or any other authority may require or order to be effected as a condition for registration or approval.
At the general meeting minority shareholders, including ATP, informed that they would approach the Danish Commerce and Companies Agency and contest the lawfulness of the decision regarding the compulsory redemption, and they also voted against the proposals of the agenda to authorise the Board of Directors to delist the shares on the Copenhagen Stock Exchange etc. and to deregister in the Danish Securities Centre.
For further information please contact TDC Investor Relations at +45 3343 7680.