Notice of Annual General Meeting of TDC

15/2-2010

Notice of Annual General Meeting of TDC

The Board of Directors of TDC A/S hereby invites the Company's shareholders to attend the Annual General Meeting, which will be held on

Thursday 4 March 2010, at 4:00 pm (CET), at the Bella Center, Center Boulevard 5, DK-2300 Copenhagen S

Access to the Annual General Meeting will be through Entrance West.

Coffee and cake will be served from 3:00 pm (CET). There will be no refreshments after the Annual General Meeting.

Agenda:

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 Board of Directors and the Executive Committee from their obligations in respect of the Annual Report. 4. A resolution regarding appropriation of profit according to the Annual Report as adopted. 5. Proposals from the Board of Directors or shareholders: a) The Board of Directors proposes that Article 4(2), of the Articles of Association be amended, so that the nominal share value of DKK 5 with effect from 10 May 2010 is changed to a nominal share value of DKK 1. b) The Board of Directors proposes that Article 10(2), of the Articles of Association be amended, so that each share of a nominal share value of DKK 1 with effect from 10 May 2010 will have one vote. c) The Board of Directors proposes that Article 5(4) and Article 10(1) of the Articles of Association be amended, so that "Danish Securities Centre" is changed to "VP Securities A/S". d) The Board of Directors proposes that Article 14(1) of the Articles of Association be amended, so that the number of members of the Board of Directors is changed from "three to eight" to "three to ten". e) The Board of Directors proposes that Article 14(3) of the Articles of Association be amended, so that the number of alternates for the members of the Board of Directors is changed from "three to eight" to "three to ten". f) The Board of Directors proposes that Article 16(1) of the Articles of Association be amended, so that the number of members of the Executive Committee is changed from "two to seven" to "two to eight". 6. Election of members of the Board of Directors and alternates. 7. Election of Auditor. 8. AOB.

Re item 5(a) of the agenda: The Board of Directors proposes that the wording of Article 4(2) of the Articles of Association is changed to:

"The share capital is divided into shares in the denomination of DKK 5 each or multiples thereof. With effect as of 10 May 2010 the share capital is divided into shares in the denomination of DKK 1 each or multiples thereof."

Re item 5 (b) of the agenda: The Board of Directors proposes that the wording of Article 4(2) of the Articles of Association is changed to:

"Each share amount of DKK 5 shall entitle the holder to one vote. With effect as of 10 May 2010 each share amount of DKK 1 shall entitle the holder to one vote."

Re item 6 of the agenda: The following members of the Board of Directors are nominated for re-election: Vagn Sørensen, Pierre Danon, Kurt Björklund, Lawrence Guffey, Oliver Haarmann, Gustavo Schwed and Andrew Sillitoe. Furthermore, Søren Thorup Sørensen and Lars Rasmussen are proposed elected as members of the Board of Directors.

Ola Nordquist is nominated for re-election as alternate for Kurt Björklund. Jan Nielsen is nominated for re-election as alternate for Lawrence Guffey. Henrik Kraft is nominated for re-election as alternate for Oliver Haarmann. Gabriele Cipparrone is nominated for re-election as alternate for Andrew Sillitoe. Bruno Mourgue d'Algue is nominated for election as alternate for Gustavo Schwed.

Re item 7 of the agenda: The Board of Directors proposes that the Company's auditor, PriceWaterhouseCoopers, be re-elected.

The proposals under item 5a) - 5e) of the agenda are subject to being passed by not less than 2/3 of the votes cast as well as of the voting share capital represented at the Annual General Meeting.

The Company's share capital amounts to DKK 991,875,885, divided into shares in the denomination of DKK 5 each or multiples thereof. The Articles of Association contain the following provisions on voting rights:

Article 10(1). Any shareholder shall be entitled to attend the General Meeting if at least five days before the date of the General Meeting he has made a request for an admission card at the Company's head office during ordinary office hours or in another way as stated in the notice. 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.

Article 10(2). Each share amount of DKK 5 shall entitle the holder to one vote.

The agenda of the Annual General Meeting, the full text of the proposals to be submitted to the Annual General Meeting, and the Annual Report 2009 will be available for the shareholders at www.tdc.com/investor and at the reception at the Company's head office, Teglholmsgade 1-3, DK-2450 Copenhagen SV, from 22 February 2009. Shareholders who wish to receive the Annual Report 2009 are requested to contact TDC, Investor Relations, by telephone + 45 66 63 76 80, or at investorrelations@tdc.dk.

Shareholders must hold an admission card to attend the Annual General Meeting. Admission cards can be ordered i) at the Company's website www.tdc.com/investor, or; ii) by personal attendance at the Company's head office at the above address during ordinary office hours.

Shareholders may grant a proxy at the Company's website www.tdc.com/investor by using Net-ID or VP-user access and VP-code.

Requests for admission cards and granting of proxies must be done at the Company's website www.tdc.com/investor or at the reception at the Company's head office no later than Monday 1 March 2009, at 4:00 pm (CET).

When ordering an admission card, it will be possible also to order a parking permit paid for by the Company for parking at the Bella Center in connection with the Annual General Meeting. The parking permit must be placed so that it is visible through the windscreen of the car.

The Board of Directors

Background information regarding candidates nominated for election to the Board of Directors:

Vagn Sørensen, Chairman, 50 years old. MSc (Economics and Business Administration), Aarhus School of Business, University of Aarhus, 1984. Chairman of the Boards of KMD A/S, Select Service Partner Ltd., and Scandic Hotels AB. Vice Chairman of the Board of DFDS A/S. Member of the Boards of FLSmidth A/S, FLSmidth & Co. A/S, Air Canada, Braganza AS, SIMI and Cimber Sterling Group A/S.

Pierre Danon, Vice Chairman, 53 years old. Degree in civil engineering, Ecole Nationale des Ponts et Chaussées, 1978. Degree in law, Faculté de Droit Paris II Assas, 1978. MBA, HEC School of Management, Paris, 1980. Chief Executive Officer of Numericable-Completel.

Kurt Björklund, 40 years old. MSc (Economics), SSEBA, Helsinki, 1993. MBA, INSEAD, 1996. Co-Managing Partner of Permira Advisers LLP. Chairman of the Board of Nordic Telephone Company Holding ApS.

Lawrence Guffey, 41 years old. BA, Rice University, 1990. Senior Managing Director of The Blackstone Group. Member of the Boards of Nordic Telephone Company Holding ApS, Deutsche Telekom AG and Axtel SA de CV.

Oliver Haarmann, 42 years old. BA, Brown University, 1990. MBA, Harvard Business School, 1996. Managing Director of Kohlberg Kravis Roberts & Co. Ltd. Member of the Boards of Nordic Telephone Company Holding ApS and Bharti Infratel Ltd.

Gustavo Schwed, 48 years old. BA, Swarthmore College, 1984. MBA, Stanford University, 1988. Managing Director of Providence Equity. Member of the Boards of Nordic Telephone Company Holding ApS and Mobileserv Ltd.

Andrew Sillitoe, 37 years old. MA, Oxford, 1993. MBA, INSEAD, 1997. Partner of Apax Partners LLP. Member of the Executive Committee of Apax Partners LLP. Member of the Board of Nordic Telephone Company Holding ApS.

Søren Thorup Sørensen, 44 years old. MSc (Aud.), Copenhagen Business School, 1990. State Authorized Public Accountant, 1992. Advanced Management Programme, Harvard Business School, 2009. CEO of Kirkbi A/S as of 1 March 2010.

Søren Thorup Sørensen is nominated as an independente member of the board as he neither has been nor is empoyed by or consultant to TDC and as he has no essential strategic interest in the company.

Lars Rasmussen, 50 years old. BSc, Aalborg University, 1986. EMBA, Scandinavian International Management Institute (SIMI), 1995. CEO of Coloplast A/S Member of the board of Højgaard Holding A/S and MT Højgaard A/S. Member of the central board for DI Member of DI's committee on labour market policy.

Lars Rasmussen is nominated as an independente member of the board as he neither has been nor is empoyed by or consultant to TDC and as he has no essential strategic interest in the company.

TDC A/S
Teglholmsgade 1-3
0900 Copenhagen C
tdc.com

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