How will the Tender Offer affect the payment of dividends by TDC?
Following the annual general meeting of TDC, which was held on 17 March2005, the annual dividend for 2004 was distributed to TDC’s shareholders. If TDC declares and pays dividends or makes other distributions to its shareholders prior to settlement of the Tender Offer, the Offer Price to be paid pursuant to the Tender Offer will be reduced by the amount per TDC Share of such dividend or other distribution (DKK for DKK), and a corresponding reduction of the Offer Price for the TDC ADSs will be made. Following the completion of the Tender Offer, the Bidder intends to convene an extraordinary general meeting of TDC’s shareholders (“EGM”), for purposes of, among other things, authorizing the Board of Directors to declare extraordinary dividends according to applicable Danish laws and rules. For more information, see Section3, “Background to and reasons for the Tender Offer and prospects for TDC– Intentions of the Bidder with regard to TDC– Delisting, Compulsory Acquisition, De-registration
