TDC : TDC A/S’ Annual General Meeting 2017 Tod

Today, TDC A/S’ General Meeting passed the following resolutions:

·          The Company’s Annual Report 2016 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 approved.

·          The following members of the Board of Directors were re-elected: Pierre Danon, Stine Bosse, Pieter Knook, Angus Porter,

           Benoit Scheen and Marianne Rørslev Bock. Lene Skole was elected as a new member of the Board of Directors.

In addition to the members elected by the General Meeting, the Board of Directors also consists of four members elected by the employees: Zanne Stensballe, John Schwartzbach, Mogens Jensen and Gert Winkelmann.

·          PricewaterhouseCoopers was re-elected as auditor.

·          The Board of Directors was authorised for the period until 18 March 2019 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.

·          The Board of Directors’ proposal to amend Remuneration policy for TDC’s top management (Board of Directors and

            Executive Committee), including the general guidelines for incentive pay to the Executive Committee, and the

            proposal to amend Article 16a of the Company's Articles of Association were adopted:

"At the General Meeting held on 9 March 2017, the Company considered and amended Remuneration policy for TDC’s top management (Board of Directors and Executive Committee), including the general guidelines for incentive pay to the Executive Committee. The guidelines are available on the Company's website, www.tdcgroup.com."

·          The Board of Director’s proposal for its remuneration for 2017 was adopted.

·          The proposal by shareholder Jens Stensgaard Hansen was not adopted.

Subsequently, the Board of Directors has constituted itself with Pierre Danon as Chairman and Lene Skole as Vice Chairman of the Board of Directors.

The Compensation Committee and Nomination Committee of the Board of Directors consist of Pierre Danon (Chairman), Lene Skole, Pieter Knook and Angus Porter.

Furthermore, the Audit Committee of the Board of Directors consists of Marianne Rørslev Bock (Chairman), Stine Bosse and Benoit Scheen.

         TDC A/S          Teglholmsgade 1          0900 Copenhagen C          DK-Denmark          tdc.com