TDC : Notice of Extraordinary General Meeting in TDC

Upon a request from DK Telekommunikation ApS, which has announced on 9 April 2018 the final result of its offer for all shares in TDC A/S the Board of Directors of TDC A/S hereby invites the Company's shareholders to attend an extraordinary general meeting, which will be held on

Monday, 14 May 2018 at 12 p.m. (CEST) at Kromann Reumert, Lautrupsgade 15, 2100 Copenhagen Ø.

Agenda:

1. Election of members to the Board of Directors
2. Any other business

Re item 1 on the agenda
The Board of Directors has been informed that DK Telekommunikation ApS no later than at the general meeting will inform the general meeting of the candidates proposed to be elected to the Board of Directors, including information on such candidates' other board and/or managerial positions pursuant to Section 120(3) of the Danish Companies Act.

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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 (Monday, 7 May 2018 at 11.59 p.m. (CEST)) which determines the shareholders' right to attend and vote at the general meeting.

Shareholders who have chosen to accept the offer from DK Telekommunikation ApS will have their shares acquired no later than on 4 May 2018. Therefore, these shareholders will not be shareholders on the date of registration (7 May 2018) and will therefore not be entitled to attend the general meeting.

The proposal in item 1 must be passed by a simple majority of votes.

The following information will be available to the shareholders on the Company's website, www.tdcgroup.com/en/investor-relations/annual-general-meeting, no later than Friday, 20 April 2018: (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 and (4) the proxy form.

Up until one week before the general meeting, shareholders may submit written questions to the Company's management on matters to be resolved at the general meeting. Shareholders wishing to exercise this right may send their questions by letter to the Company or by e-mail to [email protected]. 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.

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.tdcgroup.com/en/investor-relations/annual-general-meeting, 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 Thursday, 10 May 2018 at 11.59 p.m. (CEST).

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.tdcgroup.com/en/investor-relations/annual-general-meeting, 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 Thursday, 10 May 2018 at 11.59 p.m. (CEST). Alternatively, a proxy form may be downloaded from the Company's website, www.tdcgroup.com/en/investor-relations/annual-general-meeting, and sent by letter to the Company or Computershare A/S or by e-mail to [email protected]. If an admission card has been ordered in time, a proxy may be granted physically until Monday, 14 May 2018 at 11.00 a.m. (CEST). Proxies may be revoked by letter to the Company or Computershare A/S, or by e-mail to [email protected].

It is not possible to provide the shareholders with a form for voting by post, because the identities of the board of director candidates is not yet known. If the identities of the board of director candidates are publicly disclosed before 14 May 2018, the Company will as quickly as possible provide a form for voting by post on the Company's website, www.tdcgroup.com/en/investor-relations/annual-general-meeting.

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

The Board of Directors

For inquiries regarding the above please contact TDC Investor Relations, on +45 6663 7680 or [email protected].

TDC A/S 

Teglholmsgade 1

0900 Copenhagen C

DK-Denmark

tdc.com

Attachment

• Release 41-2018 Notice of Extraordinary General Meeting in TDC