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TDC A/S (66LT)

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Tuesday 28 February, 2006

TDC A/S

EGM - Resolutions



Resolutions - TDC Extraordinary General Meeting


At the extraordinary general meeting of TDC A/S today, new members to
the board of directors were elected, cf. stock exchange announcement
no. 14/2006.

Further, the general meeting, with the acceptance of 90.9% of the
votes cast and of the capital represented at the meeting, adopted the
proposal from Nordic Telephone Company ApS ("NTC") to redeem other
shareholders' shares in TDC A/S against payment of DKK 382 per share
of DKK 5 less any dividends or other distributions to the
shareholders prior to the redemption.

The other proposed amendments by NTC to TDC A/S' articles of
association, cf. stock exchange announcement no. 11/2006 of 15
February 2006, were adopted also with the necessary majority in
accordance with the Danish Companies Act. Consequently, TDC A/S'
provision on power to bind the company was amended so that the
company is now bound by the joint signatures of the chairman of the
Board of Directors and a director or a manager, by the joint
signatures of two members of the Executive Committee, or by the joint
signatures of all directors. For other amendments to the articles of
association, please see NTC's proposed amendments as described in
stock exchange announcement no. 11/2006 of 15 February 2006.

NTC's other proposals on the agenda were also adopted, and the board
of directors was consequently authorised:

* to distribute interim dividends,

* to apply for a delisting of TDC A/S' shares on the Copenhagen Stock
  Exchange and to apply for a delisting of the Company's American
  Depositary Shares on the New York Stock Exchange,

* to deregister the TDC shares in the Danish Securities Centre, and

* to register, with a right of substitution, the resolutions passed
  and to make such alteration or amendment as the Danish Commerce and
  Companies Agency or any other authority may require or order to be
  effected as a condition for registration or approval.

At the general meeting minority shareholders, including ATP, informed
that they would approach the Danish Commerce and Companies Agency and
contest the lawfulness of the decision regarding the compulsory
redemption, and they also voted against the proposals of the agenda
to authorise the Board of Directors to delist the shares on the
Copenhagen Stock Exchange etc. and to deregister in the Danish
Securities Centre.


For further information please contact TDC Investor Relations at  +45
3343 7680.


TDC A/S
Noerregade 21
0900 Copenhagen C
DK-Denmark
www.tdc.com

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