NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DI- RECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, JA- PAN OR CANADA SHARE BUY-BACK OFFER TO THE SHAREHOLDERS IN TDC A/S FOR PURCHASE OF SHARES FOR AN AGGREGATE AMOUNT OF DKK 9,000,000,000 (CONDITIONAL UPON A SALE OF SHARES IN TDC A/S IN THE PUBLIC OFFERING FOR A MINI- MUM AMOUNT OF DKK 9,000,000,000) Please see "Important Notice" beginning on page 14 for restrictions applying to this Share Buy-back Offer. Share Buy-back Offer and Tender Period TDC A/S, (CVR. no. 14773908), Teglholmsgade 1, 2450 Copenhagen SV, Denmark ("TDC" or the "Company") hereby offers, subject to certain conditions, including the Selling Shareholders' (as defined below) sale of shares in TDC in the Public Offering (as defined below) with an aggregate gross selling price of not less than DKK 9,000,000,000 (see "Conditions" below), to acquire shares in the Company, with a nominal value of DKK 1 each (a "Share"), for an aggregate amount of DKK 9,000,000,000 (the "Share Buy-back Offer"). The Share Buy-back Offer is being made simultaneously with the Public Offering (as defined below) announced by NTC S.A. ("NTC") and NTC Holding G.P. & Cie S.C.A. ("NTC Holding" and together with NTC, the "Selling Shareholders") on the date hereof of 210,000,000 Shares as further described in "Background for the Share Buy-back Offer" below. NTC has, subject to certain conditions, offered to sell Shares and the Company has, subject to certain conditions, agreed to buy Shares from NTC in connection with the Share Buy-back Offer as further described in "Agreement with NTC" below. By way of this Share Buy-back Offer, the Company extends the offer to buy back shares to all the Company's shareholders (each a "Shareholder") on the same terms as agreed with NTC. The purchase price per Share in the Share Buy-back Offer will be equal to the announced offer price per Share (the "Offer Price", as defined in the offering memorandum dated the date hereof (the "Offering Memorandum")) in the Public Offering (the price payable in the Share Buy-back Offer hereinafter the "Tender Price"). The Offer Price and the Tender Price are expected to be between DKK 47 per Share (the "Minimum Tender Price") and DKK 56 per Share (the "Maximum Tender Price", and together with the Minimum Tender Price, the "Tender Price Range"). The Tender Price Range is the same as the price range applicable to the Public Offering. TDC may in its sole discretion amend the Tender Price Range. Any Shareholder who has accepted to tender Shares in the Share Buy-back Offer may in such event withdraw its acceptance through its own account holding bank for a period of 2 trading days following the date of the announce- - 1 -
ment of the amendment to the Tender Price Range. Notice of the withdrawal of an acceptance shall be submitted so that it may be in possession of Danske Bank A/S ("Danske Bank") no later than 4 p.m. (CET) on the second trading day following the date of the announcement of the amendment of the Tender Price Range. Any amendment of the Tender Price Range will be announced through NASDAQ OMX Copenhagen A/S ("NASDAQ OMX Copenhagen"). The total number of Shares comprised by the Share Buy-back Offer will be determined on the basis of the Tender Price, since the maximum total consideration payable by the Company for all Shares tendered under the Share Buy-back Offer is fixed at DKK 9,000,000,000. The number of Shares to be purchased in the Share Buy-back Offer will be a maximum of 191,489,361 Shares (at the Minimum Tender Price) and a minimum of 160,714,285 Shares (at the Maximum Tender Price), assuming the Tender Price Range is not amended. The Company currently holds 1,419,105 treasury Shares, corresponding to 0.14 per cent of the total share capital in the Company, and will, assuming the final Tender Price is within the Tender Price Range, hold between 162,133,390 and 192,908,466 treasury Shares after completion of the Share Buy-back Offer, corresponding to 16.3-19.4 per cent of the share capital in the Company. This Share Buy-back Offer is valid starting from 1 December 2010 at 9 a.m. (CET) and ending on 8 December 2010 at 4 p.m. (CET) unless terminated earlier or extended in the Company's sole discretion or recalled as provided for in this Share Buy-back Offer (the "Tender Period"). The Tender Period may be closed prior to 8 December 2010. Any extension, early termination or recall of the Share Buy-back Offer will be announced through NASDAQ OMX Copenhagen. Any Shareholder must specify the number of Shares which the Shareholder wishes to sell in the Share Buy-back Offer and the minimum consideration per Share (the "Bid Price") acceptable to the Shareholder by filing the acceptance form attached hereto with Danske Bank through its own account holding bank prior to the expiry of the Tender Period. The Bid Price must be in increments of DKK 1 and must be within the Tender Price Range. Tenders of Shares outside the Tender Price Range will not be accepted. If a Shareholder does not specify a Bid Price for any tendered Shares, the Shareholder will be deemed to have specified a Bid Price equivalent to the Minimum Tender Price for such Shares. Shareholders who do not participate in the Share Buy-back Offer, or whose Shares are not accepted for purchase by the Company pursuant to the Share Buy-back Offer, will continue to hold their Shares after completion of the Share Buy-back Offer. This Share Buy-back Offer should be read in conjunction with TDC's company announcement no. 24/2010 of 12 November 2010, and the Company's Interim Financial Statement January - September 2010 (see TDC's company announcement no. 20/2010 of 3 November 2010). For a description of the Public Offering, including the principles and procedures for determining the Offer Price (and thereby the Tender Price), reference is being made to the Offering Memorandum and to TDC's company announcement no. 26/2010 of today. The Offering Memorandum contains further - 2 -
information about TDC and its subsidiaries. The Offering Memorandum does not form part of this Share Buy-back Offer. Background for the Share Buy-back Offer The Company is on an ongoing basis evaluating its balance sheet with a view towards optimising its capital structure and thereby shareholder value. On 28 October 2010 the Company announced the completion of the sale of Sunrise Communications AG ("Sunrise") for a total consideration of CHF 3.3 billion on a cash and debt free basis (see TDC's company announcement no. 18/2010 of 28 October 2010). The Company has used DKK 8.2 billion of the proceeds from the sale of Sunrise to repay certain outstanding debts, see TDC's company announcement no. 24/2010 of 12 November 2010. It is the Company's view that following the sale of Sunrise and the repayment of certain debts and having due regard to the Company's existing credit facilities and profits from operations, the Company is overcapitalized and thus that shareholder value may be increased by returning excess equity to the Shareholders. The Company will finance the Share Buy-back Offer through the Company's cash reserves generated from the sale of Sunrise. The Share Buy-back Offer is carried out under an authorisation to the Board of Directors of the Company adopted by the extraordinary general meeting on 22 November 2010 pursuant to which the Company may acquire up to 500,000,000 Shares for an aggregate amount of up to DKK 9,000,000,000 (see TDC's company announcement no. 19/2010 of 28 October 2010 and TDC's company announcement no. 25/2010 of 22 November 2010). Shares acquired in the Share Buy-back Offer may be used: (a) in connection with incentive and other remuneration programs for the Company's executive management and employees (for a maximum amount of DKK 190 million); (b) in connection with a contemplated one-time grant to TDC's employees of Shares representing a value for each employee of approximately DKK 12,000; (c) as consideration in acquisitions of other businesses (for a maximum amount of DKK 300 million); and (d) subject inter alia to the necessary approval of the general meeting, to complete a reduction in the share capital of the Company to be announced at a later date. The Share Buy-back Offer is announced and will be completed in conjunction with or immediately following the announcement, pricing and settlement of the Selling Shareholders' Public Offering. Reference is made to the Offering Memorandum dated this date. - 3 -
Determination of Tender Price The Selling Shareholders have on this day announced a public offering of 210,000,000 Shares in the Company to retail and institutional investors in Denmark as well as a private placement to institutional investors in various other jurisdictions (the "Public Offering"). The Offer Price in the Public Offering will be determined through a bookbuilding process conducted by J.P. Morgan Securities Ltd., Morgan Stanley & Co. International plc, and Skandinaviska Enskilda Banken, Danmark, branch of Skandinaviska Enskilda Banken AB (publ.), Sverige, as Joint Global Coordinators, Deutsche Bank AG, London Branch and UBS Limited as Joint Bookrunners, Credit Suisse Securities (Europe) Limited, Danske Bank A/S, Goldman Sachs International, HSBC Bank plc. and Nomura International plc., as Joint Lead Managers, and BNP PARIBAS and Carnegie Bank A/S, as Co-Lead Managers. Bookbuilding is a process in which the Joint Global Coordinators, prior to the final pricing of the Public Offering, establish the basis for determining the Offer Price by collecting expressions of interest in the Shares from potential institutional and other investors. The Offer Price is expected to be announced through NASDAQ OMX Copenhagen on 9 December 2010. The total consideration payable in the Share Buy-back Offer is an aggregate amount of DKK 9,000,000,000, inter alia subject to the Selling Shareholders' sale of Shares in the Public Offering with an aggregate gross selling price of not less than DKK 9,000,000,000 (see "Conditions" below). The Tender Price will be a price equivalent to the Offer Price determined in the Public Offering; provided, however, that the Tender Price cannot, according to the authorisation granted by the Company's general meeting on 22 November 2010 be less than DKK 1 per Share or more than DKK 100 per Share (please see "Conditions" below). The Tender Price is expected to be announced on 9 December 2010. The Share Buy-back Offer will be settled on or around the same day as settlement of the Public Offering, subject to the conditions for the Share Buy-back Offer being fulfilled or waived. Agreement with NTC The Company and NTC have entered into an agreement according to which NTC has undertaken to sell Shares at the Tender Price in the Share Buy-back Offer for a total amount equal to the Share Buy-back Offer or such lower amount which would, after allocation and proration, equal NTC's proportionate part of the total amount of the Share Buy-back Offer. The Company has subject to completion of this Share Buy-back Offer undertaken to acquire Shares from NTC at the Tender Price for a minimum aggregate amount equal to 88.02 per cent of the total Share Buy-back Offer amount, which is equal to NTC's proportionate ownership interest of 87.9 per cent in the Company at the date of the agreement adjusted for the Company's treasury Shares. If the aggregate value (based on the Tender Price) of Shares offered in the Share Buy-back Offer by the Shareholders at a price equal to or below the Tender Price exceeds the maximum amount of the Share Buy-back Offer, the Company's acquisition of Shares will be subject to the allocation procedure among the Shareholders described in "Allocation and proration" below. - 4 -
Allocation and proration The Share Buy-back Offer will be carried out according to the following procedure: 1) Subject to certain restrictions, each registered Shareholder will receive one acceptance form on which the Shareholder shall state the Bid Price and the number of Shares which the Shareholder wishes to sell to the Company (if any) pursuant to the Share Buy-back Offer. 2) The Company will allocate the number of Shares which will be included in the Share Buyback Offer in respect of acceptances stating a Bid Price equal to or lower than the Tender Price as follows: a. Acceptances for sale of Shares will receive a pro rata allocation based on the total number of Shares tendered at a Bid Price equal to or lower than the Tender Price in relation to the maximum number of Shares to be acquired in the Share Buyback Offer. b. The number of Shares so allocated will be rounded down to the nearest whole number. A Shareholder should tender all its Shares if the Shareholder wishes to ensure that it receives an allocation in the Share Buy-back Offer corresponding to such Shareholder's ownership in TDC. If a Shareholder does not specify a Bid Price for any tendered Shares, the Shareholder will be deemed to have specified a Bid Price equivalent to the Minimum Tender Price for such Shares. Conditions The Share Buy-back Offer is subject to the following conditions being fulfilled or waived by the Company in its sole discretion at or prior to the Company's acceptance of Shares tendered pursuant to the Share Buy-back Offer and that such conditions remain fulfilled (unless waived) at settlement and completion of the Share Buy-back Offer: 1) Pricing of the Public Offering being announced through NASDAQ OMX Copenhagen no later than on 9 December 2010 and completion of such Public Offering being unconditional in all material respects; 2) The Public Offering being announced through NASDAQ OMX Copenhagen to comprise a sale by the Selling Shareholders of Shares (excluding Shares sold under the overallotment option in the Public Offering) with an aggregate gross selling price of not less than DKK 9,000,000,000; 3) The Tender Price being not less than DKK 1 per Share and not more than DKK 100 per Share; 4) The legal requirements for the completion of the Share Buy-back Offer as set out in the Danish Companies Act being fulfilled and there being no legal obstructions, including pending or threatening lawsuits, to the completion of the Share Buy-back Offer; 5) The Company receiving a fairness opinion from a reputable financial advisor stating that based on the procedures applied in the Public Offering, and subject to the assumptions, qualifications and other matters considered by the financial advisor, the Offer Price, and thus the Tender Price, in the opinion of the financial advisor at the time of the pricing is - 5 -
fair from a financial point of view to TDC. The Company has appointed FIH Partners A/S as its financial advisor to issue the fairness opinion; and 6) The Company's board of directors with due consideration to its duties towards the Company and the Shareholders under Danish law making the decision to exercise the authorisation granted by the Company's general meeting on 22 November 2010 to buy back Shares. In the event that one or more of the conditions are not met or waived by the Company, the Company may (but is not obliged to) recall or reduce the Share Buy-back Offer. A reduction of the Share Buy-back Offer will comply with the principles for allocation described in "Allocation and proration" above and acceptances for tenders of Shares under the Share Buy-back Offer will therefore remain binding on the relevant Shareholders. If the Share Buy-back Offer is recalled, the Share Buy-back Offer will irrevocably lapse and any acceptance or agreement on the basis thereof will be null and void. The Company cannot be made liable for any loss of any Shareholder or any third party in the event of a recall or reduction of the Share Buy-back Offer. A recall or reduction of the Share Buy-back Offer will be announced through NASDAQ OMX Copenhagen. Information for Shareholders holding restricted employee Shares The transferability of Shares held by current or former employees of the Company (or its subsidiaries) may under applicable tax regulation be subject to restrictions that prevent the sale of such Shares in the Share Buy-back Offer. Expected timetable of principal events This Share Buy-back Offer is valid starting from 1 December 2010 at 9 a.m. (CET) and ending on 8 December 2010 at 4 p.m. (CET) unless terminated earlier, extended or recalled in the Company's sole discretion as provided for in this Share Buy-back Offer. The Tender Period may be closed prior to 8 December 2010. The acceptance form shall be filed with the Shareholder's accountant holding bank so that it may be in possession of Danske Bank prior to the expiry of the Tender Period. Settlement is expected to occur during 13-15 December 2010 (the "Settlement Date"). There can be no assurances as to when settlement of the Share Buy-back Offer will take place vis-à-vis any given Shareholder. In the event of an early termination or extension of the Tender Period the Settlement Date will be moved forward or postponed correspondingly. Any early termination or extension of the Tender Period will be announced through NASDAQ OMX Copenhagen. The Company expects to announce the Tender Price, the number of Shares acquired in the Share Buy-back Offer and the result of the allocation on 9 December 2010. In the event of an early termination or extension of the Tender Period, such announcement will be moved forward or postponed correspondingly. Information on the number of the Shares acquired by the Company from each of the relevant Shareholders and payment of the purchase price will be handled by the Shareholders' own account holding bank. - 6 -
Expected time table 25 November 2010 Announcement of the Share Buy-back Offer 1 December 2010 Start of the Tender Period 8 December 2010 Expiry of the Tender Period 9 December 2010 Announcement of the Tender Price and result of the Share Buy-back Offer 13-15 December 2010 Settlement of the Share Buy-back Offer Certain Agreements, Acknowledgments, Representations, Warranties and Undertakings By filing a valid acceptance form with Danske Bank through the accepting Shareholder s own account holding bank, the Shareholder shall be deemed to agree to, acknowledge, represent, warrant and undertake to the Company the following on each of the last day of the Tender Period and the Settlement Date (and if the Shareholder is unable to give these agreements, acknowledgements, representations, warranties and undertakings, such Shareholder should contact Danske Bank immediately and may not be able to participate in the Share Buy-back Offer): (a) it has received, reviewed and accepted the terms, conditions and other considerations of the Share Buy-back Offer, and the offer and distribution restrictions, all as described in this Share Buy-back Offer; (b) it is not a person to whom it is unlawful to make an invitation pursuant to the Share Buy-back Offer under applicable securities laws; and (c) in connection with the Share Buy-back Offer, there has been no use of the mails of, or any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, e-mail and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, Australia, Canada, Japan or the United States, and either (a) (i) it is the beneficial owner of the Shares being tendered in the Share Buy-back Offer and (ii) it is located and resident outside Australia, Canada, Japan and the United States and is participating in the Share Buy-back Offer from outside Australia, Canada, Japan and the United States or (b) (i) it is acting on behalf of the beneficial owner of the Shares being tendered in the Share Buy-back Offer on a non discretionary basis and has been duly authorized to so act and (ii) such beneficial owner has confirmed to it that it is located and resident outside Australia, Canada, Japan and the United States and is participating in the Share Buy-back Offer from outside Australia, Canada, Japan and the United States. - 7 -
Terms and conditions for the Share Buy-back Offer Buyer TDC A/S Teglholmsgade 1 DK-2450 Copenhagen SV Denmark CVR. no.: 14773908 Number of shares The Share Buy-back Offer comprises shares in TDC A/S with a nominal value of DKK 1 each (each a "Share") (ISIN: DK0060228559) for an aggregate amount of DKK 9,000,000,000, inter alia subject to the Selling Shareholders' sale of Shares in the Public Offering with an aggregate gross selling price of not less than DKK 9,000,000,000 (see "Conditions"). The number of Shares comprised by the Share Buy-back Offer will be determined on the basis of the Tender Price. The number of Shares to be purchased in the Share Buyback Offer will be a maximum of 191,489,361 Shares (at the Minimum Tender Price) and a minimum of 160,714,285 Shares (at the Maximum Tender Price). Tender Price The purchase price per Share in the Share Buy-back Offer will be equal to the finally announced offer price per Share (the "Offer Price", as defined in the offering memorandum dated the date hereof (the "Offering Memorandum")), in the Public Offering (the price payable in the Share Buyback Offer hereinafter the "Tender Price"). The Offer Price and the Tender Price are expected to be between DKK 47 (the "Minimum Tender Price") and DKK 56 per Share (the "Maximum Tender Price", and together with the Minimum Tender Price the "Tender Price Range"). TDC may in its sole discretion amend the Tender Price Range. Any Shareholder who has accepted to tender Shares in the Share Buy-back Offer may in such event withdraw its acceptance through its own account holding bank for a period of 2 trading days following the date of the announcement of the Tender Price Range. Notice of the withdrawal of an acceptance shall be submitted so that it may be in possession of Dansk Bank A/S ("Danske Bank") no later than 4 p.m. (CET) on the second trading - 8 -
day following the date of the announcement of the amendment of the Tender Price Range. Any amendment of the Tender Price Range will be announced through NASDAQ OMX Copenhagen A/S ("NASDAQ OMX Copenhagen"). The Share Buy-back Offer will be priced at the same price as the Offer Price, and is therefore subject to the pricing of the Public Offering. The Share Buy-back Offer will be completed on or around the same day as the Public Offering. The Tender Price is expected to be announced on 9 December 2010. Bid Price A Shareholder wishing to tender Shares must specify a minimum consideration per Share (the "Bid Price") the Shareholder would be willing to receive in exchange for each Share. The Bid Price must be in increments of DKK 1 and must be within the Tender Price Range. Tenders of Shares outside the Tender Price Range will not be accepted. If a Shareholder does not specify a Bid Price for any tendered Shares, the Shareholder will be deemed to have specified a Bid Price equivalent to the Minimum Tender Price for such Shares. Tender Period This Share Buy-back Offer is valid starting from 1 December 2010 at 9 a.m. (CET) and ending on 8 December 2010 at 4 p.m. (CET) unless terminated earlier, extended or recalled in the Company's sole discretion as provided for in this Share Buy-back Offer (the "Tender Period"). The Tender Period may be closed prior to 8 December 2010. In the event of an early termination or extension of the Tender Period, settlement of the Share Buy-back Offer will be moved forward or postponed correspondingly. Any early termination or extension of the Tender Period will be announced through NASDAQ OMX Copenhagen. Method of acceptance Shareholders who wish to sell Shares in the Share Buyback Offer shall indicate the minimum price and the num- - 9 -
ber of Shares they wish to offer to sell at the price so indicated by filling out the acceptance form attached hereto and file it with Danske Bank through their own account holding bank. The acceptance form shall be filed with the Shareholder's accountant holding bank in due time so that it may be in possession of Danske Bank prior to the expiry of the Tender Period, expected on 8 December 2010 at 4 p.m. (CET). If a Shareholder does not specify a Bid Price for any tendered Shares, the Shareholder will be deemed to have specified a Bid Price equivalent to the Minimum Tender Price for such Shares. The acceptance of the Share Buy-back Offer will be binding upon the Shareholder. Shareholders registered with the Company will receive a copy of the Share Buy-back Offer with an acceptance form by mail. A decision to participate in the Share Buy-back Offer should be based on the Share Buy-back Offer document only. Allocation and proration The Company will allocate the number of Shares which will be included in the Share Buy-back Offer in respect of acceptances stating a Bid Price equal to or lower than the Tender Price as follows: a. Acceptances for sale of Shares will receive a pro rata allocation based on the total number of Shares tendered at a Bid Price equal to or lower than the Tender Price in relation to the maximum number of Shares to be acquired in the Share Buy-back Offer. b. The number of Shares so allocated will be rounded down to the nearest whole number. A Shareholder should tender all its shares if the Shareholder wishes to ensure that it receives an allocation in the Share Buy-back Offer corresponding to the Shareholder's ownership in TDC. - 10 -
Settlement Settlement is expected to occur during 13-15 December 2010 (the "Settlement Date"). There can be no assurances as to when settlement of the Share Buy-back Offer will take place vis-à-vis any given Shareholder. In the event of an early termination or extension of the Tender Period, the Settlement Date will be moved forward or postponed correspondingly. The Shareholders are liable for any settlement fees or other costs associated with the sale of Shares in the Share Buy-back Offer. Conditions The Share Buy-back Offer is subject to the following conditions being fulfilled or waived by the Company in its sole discretion at or prior to the Company's acceptance of Shares tendered pursuant to the Share Buy-back Offer and that such conditions remain fulfilled (unless waived) at settlement and completion of the Share Buy-back Offer: 1) Pricing of the Public Offering being announced through NASDAQ OMX Copenhagen no later than on 9 December 2010 and completion of such Public Offering being unconditional in all material respects; 2) The Public Offering being announced through NASDAQ OMX Copenhagen to comprise a sale by the Selling Shareholders of Shares (excluding Shares sold under the overallotment option in the Public Offering) with an aggregate gross selling price of not less than DKK 9,000,000,000; 3) The Tender Price being not less than DKK 1 per Share and not more than DKK 100 per Share; 4) The legal requirements for the completion of the Share Buy-back Offer as set out in the Danish Companies Act being fulfilled and there being no legal obstructions, including pending or threatening lawsuits, to the completion of the Share Buyback Offer; 5) The Company receiving a fairness opinion from a reputable financial advisor stating that based on the procedures applied in the Public Offering, and subject to the assumptions, qualifications and other matters considered by the financial advisor, - 11 -
the Offer Price, and thus the Tender Price, in the opinion of the financial advisor at the time of the pricing is fair from a financial point of view to TDC. The Company has appointed FIH Partners A/S as its financial advisor to issue the fairness opinion; and 6) The Company's board of directors with due consideration to its duties towards the Company and the Shareholders under Danish law making the decision to exercise the authorisation granted by the Company's general meeting on 22 November 2010 to buy-back Shares. In the event that one or more of the conditions are not met or waived by the Company, the Company may (but is not obliged to) recall or reduce the Share Buy-back Offer. A reduction of the Share Buy-back Offer will comply with the principles for allocation described in "Allocation and proration" above and acceptances for tenders of Shares under the Share Buy-back Offer will therefore remain binding on the relevant Shareholders. If the Share Buyback Offer is recalled, the Share Buy-back Offer will irrevocably lapse and any acceptance or agreement on the basis thereof will be null and void. The Company cannot be made liable for any loss of any Shareholder or any third party in the event of a recall or reduction of the Share Buy-back Offer. A recall or reduction of the Share Buyback Offer will be announced through NASDAQ OMX Copenhagen. Tax The tax consequence from a Shareholder's acceptance of the Share Buy-back Offer depends on the respective Shareholder's individual circumstances. Neither the Company nor Danske Bank is liable for any tax consequence resulting from a Shareholder's acceptance of the Share Buy-back Offer. The Shareholders are encouraged to seek independent tax advice with respect to the tax consequence applicable to them resulting from their possible acceptance of the Share Buy-back Offer. The transferability of Shares held by current or former employees of the Company (or its subsidiaries) may under applicable tax regulation be subject to restrictions that - 12 -
prevents the sale of such Shares in the Share Buy-back Offer. Applicable law and jurisdiction The Share Buy-back Offer is subject to Danish law, exclusive of Danish international private law. Any dispute that may arise as a result of the Share Buy-back Offer shall be brought before the ordinary Danish courts. Financial advisor to the Company Availability of the share buy-back document FIH Partners A/S Requests for copies of this Share Buy-back document may be sent to: Danske Bank A/S Corporate Actions Holmens Kanal 2-12 1092 Copenhagen K Phone: (+45) 70 23 08 34 Fax: (+45) 43 55 12 23 E-mail: prospekter@danskebank.dk In addition, copies of the Share Buy-back document may be downloaded from TDC s website, www.tdc.com, by persons who satisfy applicable restrictions. - 13 -
SHARE BUY-BACK OFFER TO THE SHAREHOLDERS IN TDC A/S (CVR. no.: 14773908) FOR PURCHASE OF SHARES FOR AN AGGREGATE AMOUNT OF DKK 9,000,000,000 (CONDITIONAL UPON A SALE OF SHARES IN TDC A/S IN THE PUBLIC OFFERING FOR A MINI- MUM AMOUNT OF DKK 9,000,000,000) RESTRICTIONS APPLYING TO THIS SHARE BUY-BACK OFFER NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DI- RECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, JA- PAN OR CANADA IMPORTANT NOTICE IMPORTANT: The following applies to the Share Buy-back Offer and you are, therefore, required to read this carefully before reading or making any other use of the Share Buy-back Offer. You shall be deemed (in addition to giving the representations below) to agree to be bound by all of the following terms and conditions, including any modifications to them from time to time, each time you receive any information from TDC A/S and/or Danske Bank as a result of such acceptance. Nothing in this document constitutes the solicitation of a tender or an offer to purchase securities in Australia, Canada, Japan or the United States or in any other jurisdiction where it is unlawful to do so. The Shares (as defined below) which are the subject of this Share Buy-back Offer have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States, or the securities laws of Australia, Canada, Japan or any other jurisdiction. This document and any related documents are not being and must not under any circumstances be distributed to beneficial owners of Shares who are located in Australia, Canada, Japan or the United States or to U.S. persons (within the meaning of Regulation S under the Securities Act) and persons receiving this document must not distribute it or any related documents to such persons. Any such forwarding or distribution or any reproduction of this document in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of U.S. federal securities laws or the applicable laws of other jurisdictions. Confirmation of your representation: By accepting this Share Buy-back Offer, you shall be deemed (in addition to the above) to have represented to TDC A/S and Danske Bank that: - 14 -
(a) you are not a U.S. person (within the meaning of Regulation S under the Securities Act) or a resident of, or a person located in, Australia, Canada, Japan or the United States; (b) you are a holder or a beneficial owner of shares with a nominal value of DKK 1 in TDC A/S (each a "Share"); and (c) you are a person to whom it is lawful under applicable laws to send the Share Buy-back Offer or for the Company to make an invitation to tender Shares for purchase for cash. You are otherwise reminded that the Share Buy-back Offer has been delivered to you on the basis that you are a person into whose possession the Share Buy-back Offer to may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located or resident and you may not, nor are you authorised to, deliver the Share Buy-back Offer to any other person. Any materials relating to the Share Buy-back Offer do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction requires that the Share Buy-back Offer be made by a licensed broker or dealer and Danske Bank or any of its affiliates is such a licensed broker or dealer in that jurisdiction, the Share Buy-back Offer shall be deemed to be made by Danske Bank or such affiliate, as the case may be, on behalf of the Company in such jurisdiction. The Share Buy-back Offer may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply. The distribution of the Share Buy-back Offer in certain other jurisdictions is restricted by law. Persons into whose possession the Share Buy-back Offer comes are required by the Company and Danske Bank to inform themselves about, and to observe, any such restrictions. You may, also as resident in Denmark, be excluded from tendering your shares in the Share Buyback Offer due to restrictions on the transfer of your Shares outside the control of the Company. Caution regarding forward looking statements Matters discussed in this document or in any document referred to herein may constitute forward-looking statements. You should not place undue reliance on the forward-looking financial information with respect to the financial years 2010 and 2011 that is included in this document, or in any document referred to herein, as such information could differ materially from the actual results for the period. None of TDC A/S and Danske Bank makes any recommendation as to whether holders of shares in TDC A/S should tender shares in this Share Buy-back Offer. No person has been authorised in connection with the Share Buy-back Offer to give any information or to make any representation other than those contained in this Share Buy-back Offer and any such information or representation must not be relied upon as having been authorised by TDC A/S or Danske Bank. Neither the delivery of this Share Buy-back Offer nor any purchase of shares in TDC A/S shall, under any cir- - 15 -
cumstances, create any implication that there has been no change in the affairs of TDC A/S since the date of this Share Buy-back Offer or that the information contained herein has remained accurate and complete. - 16 -
Acceptance form Acceptance of Share Buy-back Offer regarding shares in TDC A/S (CVR. no.: 14773908) This acceptance form shall be filed with the Shareholder's account holding bank in due time so that it may be in possession of Danske Bank prior to the expiry of the Tender Period, expected on 8 December 2010 at 4 p.m. (CET). In accordance with the Share Buy-back Offer of 25 November 2010 regarding shares in TDC A/S the undersigned hereby irrevocably accepts to sell on the terms described in the Share Buy-back Offer shares (each of nominally DKK 1) in TDC A/S (ISIN: DK0060228559) at a price of not less than (check one box only) _ DKK per Share _ the Tender Price as defined in the Share Buy-back Offer A decision to participate in the Share Buy-back Offer should be based on the Share Buy-back Offer document only. A Shareholder should tender all its shares if the Shareholder wishes to ensure that it receives an allocation in the Share Buy-back Offer corresponding to such Shareholder's ownership in TDC A/S. If the price for any tendered Shares is not stated, the Shareholder will be deemed to have accepted the Minimum Tender Price for such Shares. Each such Shareholder will be deemed to have specified a Bid Price equivalent to the Minimum Tender Price for such Shares in accordance with the terms of the Share Buy-back Offer. I hereby confirm that the Shares sold in accordance herewith are not restricted and free from all third party rights. I hereby consent to the transfer of the Shares being effected through my VP account. Bank: VP-account: Sales proceeds will to be transferred to the bank account associated with the relevant VP-account. The Shareholder is liable for any settlement fees or other costs associated with the sale of Shares in the Share Buy-back Offer. By my signature I (the undersigned) hereby declare that (i) I am not a U.S. person or a resident of, or a person located in, Australia, Canada, Japan or the United States; (ii) I do not act on behalf of or for the benefit of such a person; (iii) there has been no use of Australian, Canadian, Japanese or U.S. jurisdictional means or instrumentalities in con- - 17 -
nection with the Share Buy-back Offer; (iv) I am a person to whom it is lawful under applicable laws to send the Share Buy-back Offer to; (v) I agree to be bound by all the terms and conditions of the Share Buy-back Offer; and (vi) I have agreed to certain representations, acknowledgements and warranties as set forth in the Share Buy-back Offer. Information on the Seller: Name: Address: Phone: CPR-no./SE-no.: Date: Date and signature: The undersigned account holding bank accepts to transfer the above shares in TDC A/S: Bank: Date and signature: The account holding bank shall forward the acceptance form to: Danske Bank A/S Corporate Actions Holmens Kanal 2-12 1092 Copenhagen K Phone: (+45) 70 23 08 34 Fax: (+45) 43 55 12 23 E-mail: prospekter@danskebank.dk The acceptance form shall be in possession of Danske Bank prior to the expiry of the Tender Period, expected on 8 December 2010 at 4 p.m. (CET) - 18 -