Further details of the compulsory acquisition are set out below.

Transcription

1 Notice on Compulsory Acquisition to the Shareholders of TDC A/S (Company Registration No. (CVR) ) pursuant to Sections of the Danish Companies Act 1 Introduction Following the completion of the Offer (as defined below), DK Telekommunikation ApS ("DK Telekommunikation") now holds more than 90 per cent of the total share capital and all voting rights of TDC A/S ("TDC"). On that background, DK Telekommunikation has decided to exercise its right, under Sections of the Danish Companies Act, to complete a compulsory acquisition of the shares held by TDC's remaining minority shareholders. Consequently, all remaining minority shareholders are hereby formally requested to transfer their shares in TDC to DK Telekommunikation within a four-week period that expires on 5 June 2018 at (CET) (the "Compulsory Acquisition"). Further details of the compulsory acquisition are set out below. 2 Background DK Telekommunikation has as a result of its voluntary recommended conditional public cash takeover offer announced on 28 February 2018 (the "Offer") pursuant to the Danish Takeover Order (no of 31 October 2017) together with additional shares acquired on the same terms and conditions of the Offer, on 4 May 2018 acquired shares representing more than 90 per cent of the total share capital and all voting rights of TDC A/S, all at a price of DKK per share. Please refer to TDC's company announcement (no. 39/2018) on the final results of the Offer issued on 9 April 2018 for further information. Due to the fact that DK Telekommunikation as a consequence of settlement of the Offer now holds more than 90 per cent of the outstanding shares and voting rights in TDC, DK Telekommunikation is entitled to complete a compulsory acquisition of the shares held by the remaining minority shareholders in TDC, pursuant to Sections of the Danish Companies Act. Reference is also made to section 9.7 of the offer document dated 28 February 2018 (the "Offer Document") in which DK Telekommunikation has already stated its intentions in respect of a compulsory acquisition /# v1

2 3 Price The Compulsory Acquisition of the TDC shares will be made at a price of DKK for each share, with a nominal value of DKK 1.00, and payment will be made in cash. In the event TDC pays dividends (declared as final or otherwise binding on TDC) and/or otherwise makes distributions to its shareholders in general prior to completion of the Compulsory Acquisition, the price to be paid pursuant to the Compulsory Acquisition will be reduced by the amount of such dividend and/or distribution per share on a DKK-for-DKK basis. Payment will be made in cash. Any brokerage fees and/or other costs arising from the respective shareholders' sale of their shares shall be borne by the selling shareholders and such fees and costs shall be of no concern to DK Telekommunikation. The price offered in the Compulsory Acquisition, equals the price offer to all shareholders in TDC under the Offer and paid by DK Telekommunikation to the shareholders having accepted the Offer or having sold shares to DK Telekommunikation outside the Offer as announced on 9 April If a minority shareholder disagrees with the compulsory acquisition price, such shareholder may, pursuant to Section 70(2) of the Danish Companies Act, request that the compulsory acquisition price be determined by an expert who shall be appointed by the court at TDC's registered office. The expert will determine the Compulsory Acquisition price pursuant to the provisions of Section 67(3) of the Danish Companies Act. The decision of the expert can be brought before the court no later than three months after the receipt of the expert's decision. If the expert's valuation under Section 67(3) of the Danish Companies Act results in a higher compulsory acquisition price than offered by DK Telekommunikation, then this higher price also applies to the other shareholders whose shares were compulsorily acquired and who did not request a valuation. The costs relating to the expert valuation are paid by the shareholder(s) who requested the valuation. However, the court may order DK Telekommunikation to pay the costs in whole or in part, if the valuation leads to a higher compulsory acquisition price than offered by DK Telekommunikation under the Compulsory Acquisition. 4 Details regarding acceptance Any accepting shareholder shall request its own custodian bank to transfer the shares to DK Telekommunikation. Settlement of the transferred shares will be made in cash through the 2

3 shareholder's own custodian bank expectedly no later than on 8 June Settlement will not take place during the four-week period that expires on 5 June 2018 at (CET). All shares transferred to DK Telekommunikation in accordance with this notice must be free and clear from any charge, liens, encumbrances and other third party rights. Accepting shareholders must note that the transfer of shares in TDC must be notified to the shareholder s own custodian bank in due time to allow the custodian bank to process and communicate the transfer to Nordea Danmark, filial af Nordea Bank AB (publ), Sverige, which must have received such notice of transfer prior to the expiry of the four weeks' period on 5 June 2018 at (CET). 5 What happens to shareholders who do not tender their shares? As for the minority shareholders of TDC, who have not transferred their shares to DK Telekommunikation prior to the expiry of the four weeks' notice period that expires on 5 June 2018 at (CET), DK Telekommunikation will deposit the consideration under the Compulsory Acquisition in an escrow account in accordance with the Danish Escrow Account Act and thereby be registered as the holder of such shares in TDC's share register on expiry of the period in accordance with Section 72(1) of the Danish Companies Act. Following expiry of the four weeks' period, DK Telekommunikation will publish a new statement in the Danish Business Authority's IT system informing that the shareholders whose shares have been compulsorily acquired may demand an expert opinion within a three months' deadline from the time of publication of such new statement pursuant to Section 72(3) of the Danish Companies Act. This right will be forfeited at the expiry of the three-month period. Copenhagen, 7 May 2018 Kind regards DK Telekommunikation ApS 3

4 Statement of the Board of Directors of TDC A/S on the Terms of the Compulsory Acquisition The board of directors of TDC A/S ("TDC") has received and reviewed the compulsory acquisition notice from DK Telekommunikation ApS ("DK Telekommunikation") setting forth the terms of the compulsory acquisition (the "Compulsory Acquisition"). On that basis, the board of directors hereby gives the following statement pursuant to Section 70(2) of the Danish Companies Act: The board of directors of TDC notes that the Compulsory Acquisition is made on financial terms equal to those offered by DK Telekommunikation to the shareholders of TDC in its offer to acquire all shares of TDC, as set out in the offer document of 28 February The board of directors notes that DK Telekommunikation has received acceptances representing more than 90 per cent of the outstanding share capital and voting rights of TDC, excluding treasury shares under the offer. The board of directors refers to its statement on the offer published on 2 March Copenhagen, 7 May The board of directors of TDC A/S 4

5 Acceptance of the sale of shares in TDC A/S (Company Registration No. (CVR) ) (To be submitted to the shareholder's custodian bank for endorsement and processing) Acceptance must take place through the shareholder's custodian bank in due time to allow the custodian bank to process and communicate the acceptance to Nordea Danmark, filial af Nordea Bank AB (publ), Sverige who must have received such acceptance no later than 5 June 2018 at 23:59 CET. The undersigned represents that the shares sold in connection with the Compulsory Acquisition (as defined below) are free from any and all charges, liens, encumbrances and other third party rights. Subject to the terms set out in the compulsory acquisition notice made by DK Telekommunikation ApS on 7 May 2018 regarding the compulsory acquisition of shares from the remaining shareholders in TDC A/S pursuant to Sections of the Danish Companies Act (the "Compulsory Acquisition"), I/we the undersigned hereby accept the Compulsory Acquisition for payment of DKK in cash for each TDC A/S share of a nominal value of DKK 1.00 and place an order for sale of the following numbers of DKK 1.00 nominal value in TDC A/S (ISIN DK ): No. of TDC A/S shares I/we permit the effectuation of the sale by transfer of the TDC A/S shares from my/our custodian account with: Custodian bank: VP-account: The proceeds from the TDC A/S shares sold must be transferred to: Bank: Registration No./Account No. Information about the tendering shareholder and signature: Name: Address: City and postcode: Telephone: Registration No./Personal Identification No.: Date and signature: The undersigned custodian bank agrees to transfer the above TDC A/S shares to Nordea Danmark, filial af Nordea Bank AB (publ), Sverige, if DK Telekommunikation A/S determines in its reasonable discretion that this acceptance form is in accordance with the Compulsory Acquisition and that the conditions to the Compulsory Acquisition (as set out in the notice relating to the Compulsory Acquisition) have been satisfied or (subject to applicable laws, rules and regulations) waived by DK Telekommunikation A/S: Registration No.: Company stamp and signature: CD-identification Information to the custodian bank: Upon the endorsement of this acceptance form, the shareholder's custodian bank shall no later than by 5 June 2018 at 23:59 (CET) have submitted the acceptance of the Compulsory Acquisition to Nordea Danmark, filial af Nordea Bank AB (publ), Sverige, Grønjordsvej 10, DK-2300 Copenhagen S, Denmark, Phone: corpact.dk@nordea.com. 5