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TDC A/S (66LT)

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Thursday 27 April, 2006

TDC A/S

Miscellaneous - Articles of Association






The Articles of Association of TDC A/S is a translation from Danish.
In case of any discrepancies between the Danish and the English
version of the Articles of Association the Danish version prevails.

                       Articles of Association
                                 of
                               TDC A/S



Name, Registered office and Objects of the Company


                                    1

 (1) The name of the company is TDC A/S ("the Company").

 (2) The Company also conducts business under the secondary name Tele
     Danmark Communications A/S (TDC A/S).


                                    2

 (1) The registered office of the Company is in the Municipality of
     Copenhagen.

                                    3

 (1) The objects of the Company are to conduct business within
     communications, services, directories, media, investment,
     financing, advisory services, trade and any other related
     business, whether in Denmark or abroad, if appropriate in the
     form of joint ventures with other Danish or foreign-based
     companies.


The Company's Capital and Shares


                                      4

 (1)    The nominal and fully paid-up share capital of the Company
        amounts to DKK 991,875,885.

 (2)    The share capital is divided into shares in the denomination
        of DKK 5 each or multiples thereof.

                                     4a

 (1)    Until 28 March, 2009, the Company's Board shall be authorized
        to increase the share capital by up to DKK 108,229,770. The
        new shares shall be negotiable instruments and registered in
        the name of the holder. No limitations of negotiability shall
        apply. The increase may be effected by cash payment or by
        payment in values other than cash. Subscription of shares may
        disregard the pre-emptive right of shareholders.


                                      5

 (1)    The shares shall be negotiable instruments.

 (2)    No limitations of the negotiability of the shares shall
        apply.

 (3)    The shares shall be registered in the name of the holder and
        shall be entered in the name of the holder in the Company's
        Register of Shareholders.

 (4)[1]

 (5)    The Company's shares are registered with the Danish
        Securities Centre and any rights attached to the shares shall
        be registered with the Danish Securities Centre according to
        the rules laid down to that effect. In case the Company's
        shares should cease being listed on the Copenhagen Stock
        Exchange, the board of directors can resolve that the
        Company's shares shall cease being registered with the Danish
        Securities Centre.




                                   5a[1]




                                    5b

 (1) The Board of Directors is authorized by the shareholders'
     meeting to resolve to distribute interim dividend, provided that
     the Company's and the group's financial position warrants such
     distribution.



                                    5c

 (1) The Board of Directors is authorized on one or more occasions to
     issue warrants entitling the holder to subscribe for shares in
     the Company at a nominal value of up to DKK 49,593,790. The
     authority shall be effective until and including 25 April 2011.

(2)  The shareholders of the Company shall have no pre-emption right
     in connection with the issue of warrants according to this
     authority, as the warrants shall be issued in favour of (i)
     managers in the Company or its subsidiaries, and (ii) the
     Chairman and Vice Chairman of the Company as determined by the
     Board of Directors. The Board of Directors shall determine the
     specific terms of the warrants issued according to the
     authority.

(3)  The Board of Directors is authorized, in the period until and
     including 25 April 2011, to increase the share capital of the
     Company on one or more occasions by up to DKK 49,593,790 in
     total. The capital increases shall be implemented by cash
     payment when the warrants are exercised. The shareholders of the
     Company shall have no pre-emption right to shares issued through
     the exercise of warrants. Shares, which are subscribed for
     through the exercise of warrants, shall be registered shares and
     shall be negotiable instruments and shall carry the same rights
     and be subject to the same provisions as those applying to the
     existing shares. The Board of Directors shall determine the
     specific terms of the capital increases implemented according to
     the authority.



General Meetings

                                    6

 (1) General Meetings shall be convened by the Board of Directors and
     shall be held in Greater Copenhagen. The meetings shall be
     convened by letter sent to any shareholder entered in the
     Company's Register of Shareholders who has so requested and by a
     notice inserted in one or more Danish or foreign daily
     newspapers as directed by the Board of Directors.

 (2) The Annual General Meeting shall be held every year not later
     than April 29 and shall be called by not less than 14 days' nor
     more than 28 days' notice.

 (3) Extraordinary General Meetings, which are held by resolution of
     the Board of Directors, one of the Auditors or by the Annual
     General Meeting, shall be called by not less than 8 days' nor
     more than 28 days' notice.


 (4) Whenever, for the consideration of a specified subject,
     shareholders holding at least one-tenth of the share capital
     shall so request in writing, an Extraordinary General Meeting
     shall be convened within fourteen days of receipt of the
     pertinent request and in other respects in accordance with
     Sub-articles (1) and (3) above.



                                    7

 (1) Any shareholder shall be entitled to propose resolutions for
     consideration and adoption at the Company's General Meetings. In
     order to be submitted at the Annual General Meeting any
     resolutions to be proposed shall be in writing and shall be
     submitted to the Board of Directors no later than seven weeks
     before the Annual General Meeting.


                                    8

 (1) At least eight days before any General Meeting, the agenda and
     the complete wording of the resolutions to be proposed at the
     General Meeting and, in the case of the Annual General Meetings,
     moreover copies of the audited Annual Report shall be available
     for the inspection of shareholders at the Company's offices and,
     at the same time, be submitted to any shareholder entered in the
     Register of Shareholders who has so requested.

                                    9

 (1) The audited Annual Report shall be submitted at the Annual
     General Meeting.

 (2) The agenda for the Annual General Meeting shall include the
     following business:

     1.  The Board of Directors' report on the activities of the
     Company during the preceding year.
     2.  The presentation of the Annual Report together with a
     resolution for its adoption.
     3.  A resolution to discharge the Executive Committee and the
     Board of Directors from their obligations in respect of the
     financial statements.
     4.  A resolution regarding appropriation of profit or the
     covering of any loss, as the case may be, according to the
     Annual Report as adopted.
     5.  Election of members of the Board of Directors and
     alternates, if any.
     6.  Election of Auditor.
     7.  Any proposals from shareholders or the Board of Directors.


                                    10

 (1) Any shareholder shall be entitled to attend the General Meeting
     provided that he has obtained an admission card from the
     Company's head office during ordinary office hours at least five
     days before the date of the General Meeting. Such admission
     card, which specifies the number of votes held by the
     shareholder, shall be issued to anyone recorded in the Register
     of Shareholders as a shareholder, or to a shareholder who gives
     notice of and produces evidence to the Company of his rights by
     presenting a transcript of statement of account which must not
     be older than from the last year-end, from the Danish Securities
     Centre or a bank (the bank with which the custody account is
     held) as evidence of his shareholding, declaring at the same
     time that the shareholder has not disposed of the shares during
     the period from the date of the transcript of the said statement
     of account, and will not dispose of the said shares before the
     General Meeting.

 (2) Each share amount of DKK 5 shall entitle the holder to one vote.

 (3) A shareholder shall be entitled to issue an instrument of proxy
     to another person for use at a General Meeting. The instrument
     of proxy may not be issued for a period of more than 12 months,
     and the proxy holder shall produce a written and dated
     instrument of proxy.
                                    11

 (1) General Meetings shall be presided over by a chairman elected by
     the Board of Directors. The Chairman thus elected shall decide
     all matters relating to proceedings and the voting.


                                    12

 (1) All business transacted at a General Meeting shall be subject to
     adoption by a simple majority of votes; see, however, sections
     78 and 79 of the Danish Companies Act.

                                    13

 (1) Brief minutes of the proceedings at the General Meeting shall be
     recorded in a minute book authorized for such purpose by the
     Board of Directors. The said minute book shall be signed by the
     Chairman of the Meeting and any members of the Board of
     Directors present.



The Board of Directors and the Executive Committee


                                    14

 (1) The Board of Directors of the Company shall consist of three to
     eight members. In addition, there shall be the number of members
     who may be elected in accordance with the rules of the Danish
     Companies Act concerning employee representation.  The Board of
     Directors shall elect a Chairman and a Vice Chairman.

 (2) The Board of Directors shall be elected by the shareholders at
     the Annual General Meeting for a term of 12 months. Thus, their
     term of office shall expire at the end of the Annual General
     Meeting held 12 months after their election. Retiring members
     shall be eligible for re-election.

 (3) The general meeting can elect three to eight alternates; one
     alternate for each Board member elected by the general meeting.
     In addition there shall be the number of alternates who may be
     elected in accordance with the rules of the Danish Companies Act
     concerning employee representation. The alternates replace the
     board members in case of absence. Subarticle two applies by
     analogy for the alternates.

                                    15

 (1) The Board of Directors and the Executive Committee shall give
     general supervision and direction to the affairs of the Company.

 (2) All members of the Board of Directors shall have equal voting
     rights, and all resolutions shall be passed by an absolute
     majority of the total number of Board members.  The Board of
     Directors shall form a quorum when the majority of its members
     are present. The Chairman of the Board of Directors shall
     preside over the board meetings in accordance with the rules of
     procedure laid down by the Board of Directors governing the
     discharge of its duties. In the absence of the Chairman the Vice
     Chairman shall act as Chairman.

 (3) The proceedings at board meetings shall be recorded in a minute
     book. Such minutes shall be signed by all Directors present.


                                    16

 (1) The Board of Directors shall appoint an Executive Committee of
     two to four members to manage the day-to-day affairs of the
     Company. The Executive Committee shall ensure that the Company's
     books are kept in compliance with the pertinent rules laid down
     by legislation and that asset management is subject to the
     appropriate control. The terms of service for the Executive
     Committee shall be determined by the Board of Directors.

 (2) The Executive Committee shall be in charge of the day-to-day
     management of the Company and, in doing so shall comply with the
     guidelines and directions issued by the Board of Directors. All
     matters of material importance to the Company, including the
     determination of operating and capital budgets, dividend policy,
     material transactions regarding the acquisition or sale of
     assets, the principles regarding the acquisition or sale of the
     Company assets in the ordinary area of business and the
     Company's incurring of debt obligations, shall be submitted by
     the Executive Committee to the Board of Directors for approval,
     unless Board approval can not be obtained without considerable
     inconveniences to the Company's business.


                                    17

 (1) The Board of Directors shall ensure that the Company's
     activities are managed appropriately and that the functions of
     bookkeeping and asset management are subject to the appropriate
     control, with due consideration being paid to the Company's
     business situation.

                                    18

 (1) The Company shall be bound by the joint signatures of the
     Chairman of the board and a director or a manager, by the joint
     signatures of any two members of the Executive Committee or by
     the joint signatures of the entire Board of Directors.

 (2) Without limiting the scope of the Company's signatory rule, cf.
     article 18(1), no director acting solely in its capacity as
     such, shall have the right, power or authority to act as an
     agent of the Company, to bind the Company or to execute any
     documents to be signed by the Company unless expressly
     authorized in writing by the Board of Directors or a committee
     thereof.


Financial Statements; Audit

                                    19

 (1) The Company's fiscal year shall run from 1 January to 31
     December. The initial accounting reference period shall end on
     31 December 1991.
                                    20

 (1) The Annual Report shall be prepared in accordance with the
     legislation in force from time to time concerning the
     presentation of accounts by companies.


                                    21

 (1) The Company's financial statements shall be audited by an
     Auditor elected each year at the Annual General Meeting.

 (2) The Board of Directors may appoint one or more internal
     auditors.




                                ____


Adopted at the Extraordinary General Meeting held on 18 March 1994,
at the Annual General Meeting held on 7 April 1994, by Board
Resolutions dated 29 August 1995 and 18 March 1997, at the
Extraordinary General Meeting held on 19 January 1998 and by Board
Resolutions dated 24 April and 19 June 1998, at the Annual General
Meeting held on 23 April 1999, at the Extraordinary General Meeting
held on 21 May 1999, at the Annual General Meeting held on 13 April
2000, at the Annual General Meeting held on 26 April 2001, at the
Annual General Meeting held on 9 April 2003, at the Annual General
Meeting held on 29 March 2004, at the Extraordinary General Meeting
held on 27 September 2004, at the Annual General Meeting on 17 March
2005, at the Company's Extraordinary General Meeting held on 28
February 2006 and at the Annual General Meeting held on 26 April
2006.



Chairman of the Meeting


______________________
Mogens Skipper-Pedersen
Atttorney-at-Law


[1] Note: On the Extraordinary General Meeting on 28 February 2006
Articles 5(4) and 5a were adopted with the wording stated below.
However, on 8 March 2006 the Danish Commerce and Companies Agency
rejected registration of the Articles. Legal action has been
initiated to clarify the legality of the Articles.


                                    5

 (4) The shareholders are required to participate in a compulsory
     redemption of their shares, cf. article 5a.

                                    5a

 (1) Nordic Telephone Company ApS, which holds more than 88.2% of the
     shares in the Company, may upon written redemption notice
     thereof to the Board of Directors and any other of the Company's
     shareholders, and upon concurrent announcement hereof in
     accordance with the requirements for convening general meetings
     in the Company, demand that the Company's other shareholders
     have their shares redeemed by Nordic Telephone Company ApS.
     Nordic Telephone Company ApS may decide that the redemption
     shall not comprise the Company's treasury shares.

 (2) The consideration for the redeemed shares to be paid by Nordic
     Telephone Company ApS is DKK 382 in cash per share of DKK 5. If
     the Company pays dividends or makes other distributions to its
     shareholders prior to the redemption, the consideration will be
     reduced by the amount per share of such dividend or other
     distribution (DKK for DKK). Brokerage and any other charges
     shall be payable by the redeemed shareholder. The consideration
     is identical to the consideration offered and paid by Nordic
     Telephone Company ApS on 1 February 2006 in connection with a
     public tender offer to the shareholders dated 2 December 2005
     made in accordance with the provisions in the Danish Securities
     Trading Act. Any Shareholder(s) objecting to the redemption
     price may, prior to expiry of the redemption notice, require
     that the value of the shares be determined by experts appointed
     by the court of the jurisdiction of the Company's registered
     office (Copenhagen) in line with the provision in section 19(2)
     of the Danish Companies Act or in accordance with the provision
     in section 81a of the Danish Companies Act. The valuation of the
     experts may be brought before the courts by each party.
     Proceedings in such matters must have been instituted not later
     than three months after the valuation of the experts is
     received. A redemption price fixed by experts or by the courts
     also applies to such other shareholders comprised by the
     redemption who did not wish the valuation to be made. All costs
     incidental to the determination of the price shall be borne by
     the shareholder, unless for special reasons the courts find that
     the minority shareholders in question must recover the
     shareholder's costs in full or in part.

 (3) The redemption notice must state a period of not less than 8
     days and not more than 4 weeks within which the shareholders are
     encouraged to transfer their shares on the terms of this article
     5a. Following expiry of said period, irrespective of whether any
     objections or demands for an expert valuation have been made,
     Nordic Telephone Company ApS shall be entitled to have the
     shares transferred to it and to be registered as the holder of
     such shares in the Company's Register of Shareholders against
     payment of the consideration mentioned in article 5a(2), to the
     shareholders' custodian banks registered with the Danish
     Securities Centre. In the event that the expert valuation or
     order of the courts were to provide a redemption price which
     exceeds the consideration mentioned in article 5a(2), the
     redeemed shareholders will be compensated for any difference
     when such decision is finally made.

 (4) If there should be shareholders to whom Nordic Telephone Company
     ApS cannot pay the consideration, such shares may be transferred
     to Nordic Telephone Company ApS, and Nordic Telephone Company
     ApS may be registered as the holder thereof in the Company's
     Register of Shareholders against deposit of the said
     compensation pursuant to the Danish Act on Right of Debtors to
     be discharged by way of Deposit.

 (5) The Company's Board of Directors shall, on the basis of the
     contents of the Register of Shareholders and through the
     custodian banks of the respective shareholders, inform the
     shareholders of the redemption process that has been initiated
     and of any deposits made, cf. article 5a(4). Nordic Telephone
     Company ApS shall exercise its right of redemption pursuant to
     this provision as soon as possible after the adoption and before
     1 December 2006.




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