The Board of Directors of TDC A/S hereby invites the Company's shareholders to
attend the Annual General Meeting, which will be held on
Thursday 19 March 2009, at 4:00 pm (CET), at the Bella Center, Center Boulevard
5, DK-2300 Copenhagen S
Coffee and cake will be served from 3:00 pm (CET). There will be no
refreshments after the Annual General Meeting.
Agenda:
1. The Board of Directors' report on the activities of the Company during the
preceding year.
2. The presentation of the Annual Report together with a resolution for its
adoption.
3. A resolution to discharge the Board of Directors and the Executive Committee
from their obligations in respect of the Annual Report.
4. A resolution regarding appropriation of profit according to the Annual
Report as adopted.
5. Election of members of the Board of Directors and alternates.
6. Election of Auditor.
7. Proposals from the Board of Directors or shareholders:
a) The Board of Directors proposes that the Annual General Meeting authorise
the Board of Directors ¬- until the next Annual General Meeting - to allow the
Company to acquire its own shares at a nominal value of up to 10 per cent of
the share capital of the Company, see Section 48 of the Danish Companies Act
(aktieselskabsloven). 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. If the shares are not listed on NASDAQ OMX
Copenhagen A/S at the time of acquisition, the purchase price must not deviate
by more than 10 per cent from the market price of the shares at the time of
acquisition.
b) The Board of Directors proposes that the authorisation of the Board of
Directors to increase the share capital as provided by Article 4a of the
Articles of Association be extended until 18 March 2014.
c) The Board of Directors proposes that Article 5(4), second sentence, of the
Articles of Association be amended, so that “the Copenhagen Stock Exchange” is
changed to “NASDAQ OMX Copenhagen A/S”, which is the new name of the stock
exchange.
d) The Board of Directors proposes that Article 5(5) of the Articles of
Association be amended, so that the new address of the keeper of the Company's
Register of Shareholders appears.
e) The Board of Directors proposes that a new Article 22 on communication with
the Company's shareholders be inserted into the Articles of Association, and,
as a consequence, that Article 6(1), second sentence, of the Articles of
Association on notice of General Meetings be amended.
8. AOB.
Re item 5 of the agenda: The following members of the Board of Directors are
nominated for re-election: Vagn Sørensen, Pierre Danon, Kurt Björklund,
Lawrence Guffey, Oliver Haarmann and Gustavo Schwed. Furthermore, Andrew
Sillitoe is proposed elected as a member of the Board of Directors. Andrew
Sillitoe became a member of the Board of Directors on 14 October 2008 when
Richard Wilson for whom Andrew Sillitoe was elected as alternate retired from
the Board of Directors.
Ola Nordquist is nominated for re-election as alternate for Kurt Björklund. Jan
Nielsen is nominated for re-election as alternate for Lawrence Guffey. Henrik
Kraft is nominated for re-election as alternate for Oliver Haarmann. Torsten
Winkler is nominated for re-election as alternate for Gustavo Schwed. Gabriele
Cipparrone is nominated for election as alternate for Andrew Sillitoe.
Re item 6 of the agenda: The Board of Directors proposes that the Company's
auditor, PriceWaterhouseCoopers, be re-elected.
Re item 7b) of the agenda: Section 37 of the Danish Companies Act provides that
authorisation of the Board of Directors to increase the share capital may be
granted for one or more periods of a maximum of five years each. The Board of
Directors proposes that the existing authorisation of the Board of Directors to
increase the share capital by up to DKK 108,229,770 in Article 4a of the
Articles of Association, which expires on 28 March 2009, be extended until 18
March 2014. The authorisation is intended to provide flexibility for the Board
of Directors to maximise the earnings of the Company and is common practice in
major listed companies.
Re item 7d) of the agenda: The Board of Directors proposes that Article 5(5) of
the Articles of Association be amended, so that the following new address of
the keeper of the Company's Register of Shareholders, VP Investor Services A/S
(VP Services A/S), appears: Weidekampsgade 14, DK-2300 Copenhagen S.
Re item 7e) of the agenda: The Board of Directors proposes that a new Article
22 be inserted into the Articles of Association with the following wording:
“Communication with the Company's Shareholders
22
(1) All communications from the Company to the individual shareholders are sent
by e-mail, unless otherwise provided by the Danish Companies Act. The Company
may at any time in a specific case choose to communicate with the shareholders
by regular post instead. Notwithstanding that the Company generally
communicates by e-mail, the Company may for a period of time arrange with
specific shareholders to communicate by regular post with such shareholders.
The Company may make it a precondition for such arrangement that the
shareholders in question declare to the Company that they do not have their own
e-mail address.
(2) Notices convening Annual and Extraordinary General Meetings, the agenda,
the full text of any proposal to be submitted to the General Meeting, the
annual report, admission cards, proxy forms, subscription lists, stock exchange
releases and other general information from the Company to the shareholders may
thus be sent by the Company to the shareholders by e-mail. Except for admission
cards to General Meetings, the information and documents will also be available
at the Company's website, www.tdc.com.
(3) The Company shall request registered shareholders to provide an e-mail
address to which information etc. may be sent. It shall be the responsibility
of the shareholders to ensure that the Company has the correct e-mail address.
(4) The Company may decide that requests for admission cards to General
Meetings shall be made electronically at the Company's website, www.tdc.com.
(5) Information on system requirements and the procedures for electronic
communication will be available at the Company's website, www.tdc.com.”
As a consequence of the above proposal, the Board of Directors proposes that
the words “letter sent” in Article 6(1), second sentence, of the Articles of
Association on notice of General Meetings be replaced by the word “notice” as
follows:
“The meetings shall be convened by notice to any shareholder entered in the
Company's Register of Shareholders who has so requested and by notice inserted
in one or more Danish or foreign daily newspapers as directed by the Board of
Directors.”
The proposal under item 7a) of the agenda may be adopted by a simple majority
of votes. The proposals under items 7b) - 7e) of the agenda are subject to
being passed by not less than 2/3 of the votes cast as well as of the voting
share capital represented at the Annual General Meeting. The proposal under
item 7e) is furthermore subject to shareholders representing 25 per cent of the
Company's aggregate voting share capital not voting against the decision.
The Company's share capital amounts to DKK 991,875,885, divided into shares in
the denomination of DKK 5 each or multiples thereof. The Articles of
Association contain the following provisions on voting rights:
Article 10(1). Any shareholder shall be entitled to attend the General Meeting
if at least five days before the date of the General Meeting he has made a
request for an admission card at the Company's head office during ordinary
office hours or in another way as stated in the notice. Such admission card,
which specifies the number of votes held by the shareholder, shall be issued to
anyone recorded in the Register of Shareholders as a shareholder, or to a
shareholder who gives notice of and produces evidence to the Company of his
rights by presenting a transcript of statement of account which must not be
older than from the last year-end, from the Danish Securities Centre or a bank
(the bank with which the custody account is held) as evidence of his
shareholding, declaring at the same time that the shareholder has not disposed
of the shares during the period from the date of the transcript of the said
statement of account, and will not dispose of the said shares before the
General Meeting.
Article 10(2). Each share amount of DKK 5 shall entitle the holder to one vote.
The agenda of the Annual General Meeting, the full text of the proposals to be
submitted to the Annual General Meeting, and the Annual Report 2008 will be
available for the shareholders at www.tdc.com/investor and at the reception at
the Company's head office, Teglholmsgade 1, DK-2450 Copenhagen SV, from 24
February 2009. Shareholders who wish to receive the Annual Report 2008 are
requested to contact TDC, Investor Relations, by telephone + 45 66 63 76 80, or
at investorrelations@tdc.dk.
Shareholders must hold an admission card to attend the Annual General Meeting.
Admission cards can be ordered i) at the Company's website
www.tdc.com/investor; ii) by filling in the front page of the form which will
be sent to the shareholders and returning it to VP Investor Services A/S by
using the return envelope which will also be sent to the shareholders; or iii)
by personal attendance at the Company's head office at the above address during
ordinary office hours.
When ordering an admission card, it will be possible also to order a parking
permit paid for by the Company for parking at the Bella Center in connection
with the Annual General Meeting. The parking permit must be placed so that it
is visible through the windscreen of the car.
Shareholders may grant a proxy at the Company's website www.tdc.com/investor by
using Net-ID or VP-user access and VP-code. Shareholders may also grant a proxy
by filling in the back of the form and returning the form to VP Investor
Services A/S by using the return envelope. For the proxy to be valid, the back
of the form must be signed and dated.
Requests for admission cards and proxies must state the reference number used
by Værdipapircentralen A/S (appears from the form), or include other
documentation in accordance with Article 10 of the Articles of Association, and
must reach VP Investor Services A/S or the reception at the Company's head
office no later than Monday 16 March 2009, at 4:00 pm (CET). The same deadline
applies to requests for admission cards and granting of proxies at the
Company's website.
The Board of Directors
Background information regarding candidates nominated for election to the Board
of Directors:
Vagn Sørensen, Chairman, 49 years old.
MSc (Economics and Business Administration), Aarhus School of Business,
University of Aarhus, 1984.
Chairman of the Boards of BTX Group A/S, Select Service Partner Ltd. and
Scandic Hotels AB. Vice Chairman of the Board of DFDS A/S. Member of the Boards
of ST Global AG, Air Canada, Braganza AS, SIMI and FormueEvolution I+II.
Pierre Danon, Vice Chairman, 52 years old.
Degree in civil engineering, Ecole Nationale des Ponts et Chaussées, 1978.
Degree in law, Faculté de Droit Paris II Assas, 1978. MBA, HEC School of
Management, Paris, 1980.
Chief Executive Officer of Numericable-Completel. Senior Advisor at JP Morgan.
Kurt Björklund, 39 years old.
MSc (Economics), SSEBA, Helsinki, 1993. MBA, INSEAD, 1996.
Co-Managing Partner of Permira Advisers LLP.
Chairman of the Board of Nordic Telephone Company ApS.
Lawrence Guffey, 40 years old.
BA, Rice University, 1990.
Senior Managing Director of The Blackstone Group.
Member of the Boards of Nordic Telephone Company ApS, Deutsche Telekom AG,
Axtel SA de CV and Cineworld Group PLC.
Oliver Haarmann, 41 years old.
BA, Brown University, 1990. MBA, Harvard Business School, 1996.
Managing Director of Kohlberg Kravis Roberts & Co. Ltd.
Member of the Boards of Nordic Telephone Company ApS and A.T.U.
Auto-Teile-Unger Holding GmbH.
Gustavo Schwed, 47 years old.
BA, Swarthmore College, 1984. MBA, Stanford University, 1988.
Managing Director of Providence Equity.
Member of the Boards of Nordic Telephone Company ApS and The 4U Group Ltd.
Andrew Sillitoe, 36 years old.
MA, Oxford, 1993. MBA, INSEAD, 1997.
Partner of Apax Partners LLP.
Member of the Board of Nordic Telephone Company ApS.
For inquiries regarding the above, please contact TDC Investor Relations on
+45 6663 7680 or investorrelations@tdc.dk.
TDC A/S
Teglholmsgade 1
0900 Copenhagen C
DK-Denmark
tdc.com
