The Board of Directors of TDC A/S hereby invites the Company's shareholders to attend its annual general meeting, which will be held on
Thursday, 5 March 2015 at 4 p.m. (CET) at Bella Center, Center Boulevard 5, 2300 Copenhagen S.
The Board of Directors has decided to hold the annual general meeting by physical attendance.
Before the general meeting, coffee and cake will be served from 3 p.m. (CET). No refreshments will be served after the general meeting.
Agenda:
1. The report of the Board of Directors on the Company's activities during the past year.
2. Presentation and adoption of the annual report.
3. Resolution to discharge the Board of Directors and the Executive Committee from liability.
4. Resolution on the distribution of profits as recorded in the annual report as adopted.
5. Election of members and alternate members to the Board of Directors.
6. Election of auditor.
7. Proposals from the Board of Directors or the shareholders:
- Authorisation of the Board of Directors to acquire own shares.
- Adoption of the Board of Directors' remuneration for 2015.
- Amendment of the Articles of Association, hereunder change of the quorum at the Board of Directors.
8. Any other business.
Re item 5 on the agenda:
The following members of the Board of Directors are nominated for re-election: Vagn Sørensen, Pierre Danon, Stine Bosse, Angus Porter, Søren Thorup Sørensen, and Pieter Knook. The Board of Directors proposes that Benoit Scheen be elected as new member of the Board of Directors.
Re item 6 on the agenda:
It is proposed by the Board of Directors to re-elect Pricewaterhouse-Coopers as the Company's auditors.
Re item 7a on the agenda:
It is proposed by the Board of Directors that it be authorised by the general meeting, 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 Companies Act. The Company’s holding of its own shares cannot exceed 10 % of the nominal share capital. The purchase price of the shares may not differ by more than 10 % from the price quoted for the shares on NASDAQ OMX Copenhagen A/S at the time of the acquisition.
Re item 7b on the agenda:
It is proposed by the Board of Directors that the general meeting adopt that the members of the Board of Directors may receive the below cash remuneration for their work in 2015, including work on board committees. The Board of Directors also propose that the general meeting adopt that members of the Board of Directors can receive benefits, e.g. free phone.
| Type of fee | Cash compensation 2014 |
| Ordinary board member | DKK 400,000 |
| Vice Chairman | DKK 700,000 |
| Chairman | DKK 1,100,000 |
| Audit committee member | DKK 150,000 |
| Audit committee chairman | DKK 250,000 |
| Compensation committee member | DKK 100,000 |
| Compensation committee chairman | DKK 150,000 |
| Nomination committee member | DKK 25,000 |
| Nomination committee chairman | DKK 50,000 |
Re item 7c on the agenda:
It is due to the election of an additional member of the Board of Directors and the Board of Directors therefore consists of an equal number of members proposed by the Board of Directors to amend Article 15(2) of the Articles of Association so that the following wording is added:
“The Chairman of the Board of Directors casts the deciding vote in the event that there is a tied vote.”
The proposed amendment of the Articles of Association will be made available on the Company's website, investor.tdc.com/current-agm.cfm, no later than Wednesday, 11 February 2015.
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At the time of the general meeting, the Company's nominal share capital is DKK 812,000,000 divided into shares of a nominal value of DKK 1 or any multiple thereof.
Under Article 10(1) and 10(2) of the Articles of Association it is the number of shares and voting rights registered or filed for registration in the Company's register of shareholders at the date of registration (Thursday, 26 February 2015 at 11.59 p.m. (CET)) which determines the shareholders' right to attend and vote at the general meeting.
The proposals in item 7 a) and 7 b) may be passed by a simple majority of votes. The proposal in item 7c) must be passed by at least two-thirds of both the votes cast and of the share capital represented at the general meeting.
The following information will be available to the shareholders on the Company's website, investor.tdc.com/current-agm.cfm , no later than Wednesday, 11 February 2015: (1) The notice convening the general meeting, (2) the total number of shares and voting rights in the Company at the date of the notice, (3) the agenda, (4) the 2014 annual report (English version), (5) proposal of the amended Articles of Association and (6) the proxy form and the vote by correspondence form.
Shareholders who prefer to receive the 2014 annual report can access this via investor.tdc.dk/annuals.cfm. Shareholders who prefer to receive the 2014 annual report by e-mail should contact TDC, Investor Relations, by telephone +45 2374 5325 or by e-mail to investorrelations@tdc.dk.
Up until one week before the general meeting, shareholders may submit written questions to the Company's management on matters affecting the assessment of the 2014 annual report, the Company's position in general or other matters to be resolved at the general meeting. The shareholders may also ask questions about the Company's relations to other TDC group companies. Shareholders wishing to exercise this right may send their questions by letter to the Company or by e-mail to agm2015@tdc.dk. The questions may be answered in writing, for instance by making the answers available on the Company's website, investor.tdc.com/current-agm.cfm . No answer is required to be provided if the shareholder who has asked the question is not represented at the general meeting.
At the general meeting, shareholders may also ask oral questions about these matters to the Company's management or oral questions about the 2014 annual report to the Company's auditor elected by the general meeting.
Shareholders, proxies and any accompanying adviser must have an admission card to attend the general meeting. Admission cards may be ordered on the Company's website, investor.tdc.com/current-agm.cfm , or on the website of Computershare A/S, www.computershare.dk.
Admission cards must be ordered by Friday, 27 February 2015 at 11.59 p.m. (CET).
When ordering an admission card, it will also be possible to order a parking permit at the Company's expense, providing free parking at Bella Center in connection with the annual general meeting. The parking permit must be placed in the front windscreen of the car so that it is clearly visible.
At the general meeting, shareholders may vote by proxy by presenting an instrument of proxy, duly signed and dated. Proxies may be granted electronically on the Company's website, investor.tdc.com/current-agm.cfm , or on the website of Computershare A/S, www.computershare.dk, by using Nem-ID or Computershare username and password. Nem-ID will only be compatible if you have a Danish CPR number. Electronic proxies must be granted by Friday, 27 February 2015 at 11.59 p.m. (CET). Alternatively, a proxy form may be downloaded from the Company's website, investor.tdc.com/current-agm.cfm , and sent by letter to the Company or Computershare A/S or by e-mail to gf@computershare.dk. If an admission card has been ordered in time, a proxy may be granted physically until and including Thursday, 5 March 2015. Proxies may be revoked by letter to the Company or Computershare A/S, or by e-mail to gf@computershare.dk.
Shareholders may also vote by post. It is possible to vote electronically on the Company's website, investor.tdc.com/current-agm.cfm , and on the website of Computershare A/S, www.computershare.dk, by using Nem-ID or Computershare username and password. Nem-ID will only be compatible if you have a Danish CPR number. Alternatively, a voting form may be downloaded from the Company's website, investor.tdc.com/current-agm.cfm , and sent by letter to the Company or Computershare A/S or by e-mail to gf@computershare.dk. In order to stay valid, the postal vote must be received by the Company or Computershare A/S no later than Wednesday, 4 March 2015 at 10.00 a.m. (CET). Postal votes that have already been cast cannot be withdrawn.
Letters should be sent to TDC A/S, Teglholmsgade 1, G-455, DK-0900 Copenhagen C, or to Computershare A/S, Kongevejen 418, Øverød, 2840 Holte.
The Board of Directors
Background information on the proposed candidates to the Board of Directors
Vagn Sørensen, Chairman, age 55.
MSc in Economics and Business Administration, Aarhus School of Business, University of Aarhus, 1984.
Chairman of the Boards of Directors of FLSmidth & Co. A/S, FLSmidth A/S, Select Service Partner Ltd. and one subsidiary thereof and Scandic Hotels AB, Automic Software GmbH, TIA Technology A/S and Bureau Van Dijk Electronic Publishing BV.
Vice Chairman of the Board of Directors of DFDS A/S.
Member of the Boards of Directors of JP/Politikens Hus, Air Canada, Braganza AS, Lufthansa Cargo AG, Nordic Aviation Capital A/S, Royal Caribbean Cruises Ltd. and C.P. Dyvig & Co. A/S.
Executive Manager of GFKJUS 611 ApS and E-force A/S.
Senior Adviser to Morgan Stanley and EQT Partners.
Pierre Danon, Vice Chairman, age 58.
Degree in Civil Engineering, Ecole Nationale des Ponts et Chaussées, 1978. Law degree, Faculté de Droit Paris II Assas, 1978. MBA, HEC School of Management, Paris, 1980.
Chairman of the Boards of Directors of Voila.
Vice Chairman of AgroGeneration.
Non-executive Director at Ciel Investment Limited and Standard Life plc.
Stine Bosse, age 54.
Master of Law, University of Copenhagen 1987. Strategic Agility Programme, Harvard Business School, 2008.
Chairman of the Boards of Directors of The Royal Danish Theatre, The Danish Council for Corporate Responsibility , BØRNEfonden (the Childrens’ Fund) and Copenhagen Art Festival.
Vice Chairman of the Child Fund Alliance.
Member of the Boards of Directors of Aker ASA and Allianz Group.
UN member of the Millennium Development Goals Advocacy Group for the fight against global poverty, disease and hunger.
Angus Porter, age 57.
M.A. (natural science) and Ph.D., University of Cambridge, 1978 and 1981. Chartered Engineer.
Chief Executive Officer of the Professional Cricketers’ Association in England.
Senior Independent Director at Punch Taverns plc.
Co-Chairman of Direct Wines Limited .
Søren Thorup Sørensen, age 49.
MSc (Auditing), Copenhagen Business School, 1990. State Authorised Public Accountant (with deposited licence), 1992. Advanced Management Programme, Harvard Business School, 2009.
Chairman of the Boards of Directors of K & C Holding A/S and Boston Holding A/S.
Vice Chairman of the Boards of Directors of KIRKBI AG, INTERLEGO AG, Topdanmark A/S, Topdanmark Forsikring A/S and Danske Forsikring A/S.
Member of the Boards of Directors of Falck Holding A/S, LEGO A/S, LEGO Juris A/S, KIRKBI Invest A/S, Koldingvej 2, Billund A/S and Merlin Entertainments PLC. Chief Executive Officer of Kirkbi A/S and Kirkbi Invest A/S.
Pieter Knook, age 56.
M.A. in Electrical Sciences at Trinity Hall, Cambridge University, 1977-1980.
Chairman at Pulsant Limited.
Member of the advisory board of Bill & Melinda Gates Foundation.
Non-executive Director at CertiVox and wot.io.
Angel Investor at Cambridge Angels and venture Partner at Octopus Investments Ltd.
Visiting Professor of Innovation at University of Cambridge.
Benoit Scheen, age 48.
M.A. in Computer Sciences, 1990, and B.A. in Economical and Social Sciences, 1987, University of Namur, Belgium.
Venture Partner at Volta Ventures.
Of the seven candidates to the Board of Directors six candidates are independent and one candidate is non-independent. Pierre Danon is considered non-independent, because this candidate during 2013 and 2014 has received remuneration for services to the company in the capacity of consultant.
TDC A/S
Teglholmsgade 1
0900 Copenhagen C
DK-Denmark
tdc.com
