TDC : Notice of annual general meeting in TDC

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

Friday, 16 March 2018 at 10 a.m. (CET) at Kromann Reumert, Sundkrogsgade 5, 2100 Copenhagen Ø.

The Board of Directors has decided to hold the annual general meeting by physical attendance.

Before the general meeting, coffee and breakfast will be served from 9 a.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.
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:

1. Amendment of the Company's Remuneration policy for TDC’s top management (Board of Directors and Executive Committee), including general guidelines for incentive pay to the Executive Committee, and amendment to Article 16a of the Articles of Association.
2. Adoption of the Board of Directors' remuneration for 2018.
3. Amendment of the Articles of Association regarding retirement age for members of the board of directors.
4. Other amendments of the Articles of Association.

8. Any other business.

Re item 4 on the agenda:

The Board of Directors proposes that the general meeting adopt a decision not to distribute any dividend. The background for the proposal is that the expected offer from the consortium of DKK 50.25 will be reduced by any dividend paid, why the Company since the announcement of the expected offer has received a number of enquiries from shareholders that do not wish to receive dividend but rather a higher sales price for their shares.

In the event that the expected offer does not proceed to completion, the Board of Directors is authorised by the general meeting to resolve to distribute interim dividend at DKK 1.05 according to section 183 of the Companies Act, provided that the Company’s and the group's financial position warrants such distribution.

Re item 5 on the agenda:

The following members of the Board of Directors are nominated for re-election: Pierre Danon, Lene Skole, Stine Bosse, Angus Porter, Pieter Knook, Benoit Scheen and Marianne Rørslev Bock.

Re item 6 on the agenda:

It is proposed by the Board of Directors to re-elect PricewaterhouseCoopers in accordance with the Audit Committee’s recommendation. The Audit Committee has not been influenced by a third party and no clause of a contract entered into with a third party has been imposed upon it, which restricts the general meeting’s choice of certain auditors or audit firms.

Re item 7a on the agenda:

Due to the revision of the Committee on Corporate Governance Recommendations and due to the expected implementation of the EU directive on shareholders’ rights in Danish legislation the Board of Directors proposes changes to the Remuneration policy for TDC’s top management (Board of Directors and Executive Committee), including the general guidelines for incentive pay to the Executive Committee.

If the proposed amendment of the remuneration policy, including the general guidelines for incentive pay to the Company’s Executive Committee, is adopted by the general meeting, the Board of Directors proposes to amend Article 16a of the Company’s Articles of Association as follows:

"At the General Meeting held on 16 March 2018, 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 proposed remuneration policy, including the general guidelines for incentive pay to the Company’s Executive Committee, can be seen with changes in Appendix 1. A description of and the rationale behind the proposed changes to the Company’s remuneration policy can be seen in Appendix 2.

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 2018, including work on board committees. The proposal is identical with the cash remuneration proposed to and adopted by the Annual General Meeting in 2017. The Board of Directors also propose, as in previous years, that the general meeting adopt that members of the Board of Directors can receive benefits, e.g. free phone.

Re item 7c on the agenda:
Due to the revision of the Committee on Corporate Governance Recommendations, including the removal of the recommendation regarding stipulation of a retirement age for members of the board of directors it is proposed by the Board of Directors that the requirement in Article 14(2), ultimate sentence, regarding that board members must resign from the Board of Directors no later than at the first Annual General Meeting which is held after their 70th birthday, is removed from the Articles of Association. 

The Board of Directors includes age in the assessment of the qualifications of a Board member, but the Board is of the opinion that age itself cannot constitute any ground for qualification or disqualification.

Re item 7d on the agenda:
Due to the update of the Company’s website the Board of Directors proposes the following amendments to the Articles of Association:

In Article 6, 8, 10, 16a and 22 the Company’s website is amended to www.tdcgroup.com.

The proposed amendments of the Articles of Association will be made available on the Company's website, www.agm.tdcgroup.com, no later than Thursday, 22 February 2018.

--oo0oo—

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 (Friday, 9 March 2018 at 11.59 p.m. (CET)) which determines the shareholders' right to attend and vote at the general meeting.

The proposals in item 4, 7 a) and 7 b) must be passed by a simple majority of votes. The proposals in item 7 c) and 7 d) 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, www.agm.tdcgroup.com, no later than Thursday, 22 February 2018: (1) The notice convening the general meeting including appendices, (2) the total number of shares and voting rights in the Company at the date of the notice, (3) the agenda, (4) the 2017 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 2017 annual report can access this via the Company’s website, www.agm.tdcgroup.com. Shareholders who prefer to receive the 2017 annual report by e-mail should contact TDC, Investor Relations, by telephone +45 6663 7680 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 2017 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 investorrelations@tdc.dk. The questions may be answered in writing, for instance by making the answers available on the Company's website, www.tdcgroup.com/en/investor-relations/annual-general-meeting. 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 2017 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 shareholder portal via the Company's website, www.agm.tdcgroup.com, or on the website of Computershare A/S, www.computershare.dk. Admission cards will be sent out electronically to the email address registered in the shareholder portal upon registration. The admission card must be presented at the general meeting either electronically on a smartphone/tablet or printed. Shareholders who have not registered an email address can download the admission card as a PDF and print it from the shareholder portal or pick-up the admission card at the general meeting by showing a valid ID.

Shareholders carrying voting rights can obtain voting cards at the general meeting by presenting their admission card.

Admission cards must be ordered at the latest by Monday, 12 March 2018 at 11.59 p.m. (CET).

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, www.agm.tdcgroup.com, or on the website of Computershare A/S, www.computershare.dk, by using Nem-ID or username and password. Nem-ID will only be compatible if the shareholder has a Danish CPR number. Electronic proxies must be granted by Monday, 12 March 2018 at 11.59 p.m. (CET). Alternatively, a proxy form may be downloaded from the Company's website, www.agm.tdcgroup.com, 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 Friday, 16 March 2018 at 4.00 p.m. (CET). 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 mail. It is possible to vote electronically on the Company's website, www.agm.tdcgroup.com, 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 the shareholder has a Danish CPR number. Alternatively, a voting form may be downloaded from the Company's website, www.agm.tdcgroup.com, 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 Thursday, 15 March 2018 at 10.00 a.m. (CET). Postal votes that have already been cast cannot be withdrawn.

Letters should be sent to Computershare A/S, Lottenborgvej 26D, 2800 Kgs. Lyngby.

Kromann Reumert has a limited number of parking spaces available in the basement. Shareholders who have the option of taking public transport are therefore encouraged hereto. Alternatively, refer to the parking spaces at Konditaget Lüders on Helsinkigade 30, 2100 Copenhagen Ø, a few minutes’ walk from Kromann Reumert.

The Board of Directors

Background information on the proposed candidates to the Board of Directors

Pierre Danon, Chairman, born 1956.
Chairman of the Compensation Committee and the Nomination Committee.
Education: 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.
Management duties: Chairman of the Board of Directors of Solocal Group. Executive Chairman of the Boards of Directors of Voila and AM Baltics. Vice Chairman of the Board of Directors of AgroGeneration. Non-executive Director of Ciel Investment Limited.

Lene Skole, Vice Chairman, born 1959.
Member of the Compensation Committee and the Nomination Committee.
Education: Graduate Diploma in Business Administration (Financing), Copenhagen Business School, 1986.
Management duties: Chief Executive Officer of Lundbeckfonden and member of management of Lundbeckfonden’s two wholly-owned subsidiaries. Vice Chairman of the Board of Directors and member of the Audit and Risk Committee in Ørsted A/S. Vice Chairman of the Board of Directors and member of the Remuneration Committee and the Scientific Committee in H. Lundbeck A/S. Vice Chairman of the Board of Directors and member the Audit Committee and Nomination Committee in Alk-Abelló A/S. Vice Chairman of the Board of Directors and member of the Compensation Committee in Falck A/S. Member of the Boards of Directors of Tryg A/S and Tryg Forsikring A/S and member of the Audit Committee and Risk Committee in Tryg A/S.

Stine Bosse, born 1960.
Member of the Audit Committee.
Education: Master of Law, University of Copenhagen 1987. Strategic Agility Programme, Harvard Business School, 2008.
Management duties: Chairman of the Boards of Directors of TELE Greenland, BankNordik Group, Nunaoil A/S, The Danish European Movement and BØRNEfonden (the Childrens’ Fund). Member of the Board of Directors of Allianz Group. Adjunct Professor at Copenhagen Business School.

Angus Porter, born 1957.
Member of the Compensation Committee and the Nomination Committee.
Education: M.A. (Natural Science) and Ph.D., University of Cambridge, 1978 and 1981.
Management duties: Chairman of the McColl’s Retail Group Plc. Co-Chairman of Direct Wines Limited.

Marianne Rørslev Bock, born 1963.
Chairman of the Audit Committee.
Education: MSc in Business Administration and Auditing at Copenhagen Business School, 1991. State Authorised Public Accountant, 1997.
Management duties: Chief Financial Officer in Brødrene Hartmann A/S and member of the Boards of Directors of six subsidiaries hereof. Member of the Board of Directors and Chairman of the Accounting Committee of the Danish Financial Supervisory Authority. Member of the Board of Directors and member of the Compensation and Nomination Committee of Kemp & Lauritzen A/S. Member of the Board of Directors of Axel Muusfeldts Fond.

Pieter Knook, born 1958.
Member of the Compensation Committee and the Nomination Committee.
Education: M.A. in Electrical Sciences at Trinity Hall, Cambridge University, 1980.
Management duties: Chairman of the Board of Directors of Matillion Limited. Chairman of the Board of Directors of Bullitt Group. Vice Chairman of the Board of Directors of Pulsant Limited. Member of the Board of Directors of Bio-Key International Inc. and Coromatic AB. Trustee of Lunar Missions Ltd. Angel Investor at Cambridge Angels.

Benoit Scheen, born 1966.
Member of the Audit Committee.
Education: M.A. in Computer Sciences, 1990, and B.A. in Economic and Social Sciences, 1987, University of Namur, Belgium.
Management duties: Venture Partner at Volta Ventures. President EMEA of Brightstar Corporation.

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 he during the past five years has delivered services to TDC in the capacity of consultant. 

For inquiries regarding the above please contact TDC Investor Relations, on +45 6663 7680 or investorrelations@tdc.dk.

This notification was made by Dennis Callesen, Investor Relations Manager at TDC A/S.

TDC A/S

Teglholmsgade 1

0900 Copenhagen C

DK-Denmark

tdc.com

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