COPENHAGEN, Denmark, March 29, 2001 (PRIMEZONE) -- The Board of Directors of Tele Danmark A/S (NYSE:TLD) hereby invites Tele Danmark's shareholders to attend the Annual General Meeting, which will be held on Thursday 26 April, 2001, at 4:00 p.m. at the Tivoli Concert Hall, Vesterbrogade 3, 1620 Copenhagen V, the main entrance.
The agenda will be as follows:
1. Election of the Chairman of the meeting.
2. The Board of Directors' report on the activities of the Company
during the preceding year.
3. Presentation of the financial statements together with a
resolution for their adoption.
4. Resolution to discharge the Executive Committee and the Board of
Directors from their obligations in respect of the financial
statements.
5. Resolution regarding appropriation of profit according to the
financial statements as adopted.
6. Election of members of the Board of Directors, including the
Chairman and the Vice-Chairman, and if desired election of
alternates for the members of the Board of Directors, cf. Article
14 of the Articles of Association.
7. Election of two Auditors.
8. The Board proposes that Tele Danmark changes its name to "TDC
A/S". As a consequence hereof, the name will be amended in
Article 1(1), Article 5(3, 5, 6 and 9-11), and Article 14(2) of
The Articles of Association. Furthermore, it is proposed that
Article 1(2) of the Articles of Association is amended as
follows: "The Company also conducts business under the secondary
name Tele Danmark Communications A/S (TDC A/S)".
9. The Board proposes that "business within services, directories
and media" also is stated in the objects clause of Article 3(1)
of the Articles of Association, just as business within
telecommunications is amended to "business within
communications". The wording of Article 3(1) of the Articles of
Association is hereinafter as follows: "The objects of the
Company are to conduct business within communications, services,
directories and 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".
10. The Board proposes that the Annual General Meeting authorizes the
Board of Directors - until the next Annual General Meeting - to
allow the company to acquire own shares at a nominal value of up
to 10 percent of the share capital of the Company, cf. Section 48
of the Danish Companies Act. The purchase prices of the shares in
question must not deviate by more than 10 percent from the price
quoted on the Copenhagen Stock Exchange at the time of the
acquisition.
11. AOB.
Regarding item 6 of the Agenda: The Board of Directors proposes election of Knud Heinesen (Chairman), Lloyd Kelly (Vice-Chairman), Larry Boyle, Niels Heering, William B. McCullough, Rick L. Moore, Drew Roy, and Erik Sprunk-Jansen as new Board members. As alternates for the six Board members to be elected by the Annual General Meeting and at the election of whom no shareholders shall be obliged to abstain from voting, Mr. Rich McCormick (1st alternate) and Mr. Kevin Fix (2nd alternate) are proposed.
Regarding item 7 of the Agenda: The Board of Directors proposes re-election of the Company's auditors, PricewaterhouseCoopers and Ernst & Young Statsautoriseret Revisionsaktieselskab.
Regarding items 8 and 9 of the Agenda: Adoption of the resolutions requires that the resolutions are passed by not less than two thirds of the votes cast as well as of the voting stock represented at the General Meeting.
The Agenda for the Annual General Meeting, the Company's annual Financial Statements and the Consolidated Financial Statements with Auditors' Report, as well as, the Annual Report 2000, will be available for inspection by the shareholders at the offices of the Company at Norregade 21, 0900 Copenhagen C, and the above material will be sent to the shareholders registered by name in the Register of Shareholders.
Any shareholder is entitled to attend the Annual General Meeting provided that the shareholder has obtained an admission card. Admission cards can be obtained on the presentation of the reference number used by the Danish Securities Center (Vaerdipapircentralen) or other documentation in accordance with Article 10 of the Articles of Association to Danske Bank on tel. +45 33 44 51 40 or fax +45 33 44 53 76, no later than Monday April 23, 2001.
Board of Directors
TDC, formerly known as Tele Danmark, is a Danish-based European communication solutions provider organized as six main business units; TDC Tele Danmark, TDC Mobile International A/S, TDC Internet A/S, TDC Cable TV A/S, TDC Directories A/S, and TDC Switzerland AG. TDC is the principal provider of communications services in Denmark and holds significant interests in a range of communications companies across Northern and Continental Europe. TDC was privatized in 1994. Today SBC Communications owns 41.6% of the shares and the remainder are held by individual and institutional shareowners all over the world.
TLD Listings Shares: Copenhagen Stock Exchange. Reuters TLD.CO. Bloomberg TLD.DC. Nominal value DKK 5. ISIN DK00-1020242-3. SEDOL 4889874.
ADSs: New York Stock Exchange One ADS represents half of one ordinary share Reuters TLD.N. Bloomberg TLD US. SEC 1-12998. Half of one ordinary share. CUSIP 879242105. SEDOL 2883094.