TDC A/S (incorporated as a public limited company in Denmark)

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Edwina Wells
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1 THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER. ISIN TDC A/S (incorporated as a public limited company in Denmark) (the "Issuer") NOTICE OF SEPARATE MEETINGS to all holders of its outstanding notes listed in the table below Aggregate nominal amount outstanding Rate of interest Interest Rate Step-Up following a Step-Up Event Maturity Date XS EUR 500,000, % per annum +1.25% per annum 2 March 2022 XS GBP 425,000, % per annum +1.25% per annum 23 February 2023 (each a "Series" and together the "Notes") NOTICE IS HEREBY GIVEN that separate meetings (each a "Meeting" and together the "Meetings") of the holders of each Series (the "Noteholders") convened by the Issuer will be held at the offices of Clifford Chance LLP at 10 Upper Bank Street, London, E14 5JJ on 6 June 2018 (the "Meetings Date") for the purpose of considering and, if thought fit, passing the applicable resolution set out below, which will be proposed as an Extraordinary Resolution at the relevant Meeting in accordance with the provisions of the conditions and the fiscal agency agreement dated 10 February 2011, as amended and/or supplemented at the time of issue of the relevant Series, and as further restated, modified and/or supplemented from time to time insofar as it relates to the relevant Series (the "Agency Agreement"), made between the Issuer and (among others) Deutsche Bank AG, London Branch as fiscal agent (the "Fiscal Agent"). The Meeting in respect of the 2022 Notes will commence at a.m. (London time) on the Meetings Date, with the Meeting in respect of the 2023 Notes being held at a.m. (London time) or after the completion of the Meeting in respect of the 2022 Notes (whichever is the later). Unless the context otherwise requires, capitalised terms used but not defined in this Notice shall have the meaning given in the Agency Agreement, the terms and conditions of the Notes of the relevant Series (in respect of each Series, the "Conditions") or the relevant Extraordinary Resolution, as applicable. The Issuer does not hold any principal amount of its outstanding Notes. BACKGROUND AND CONSENT SOLICITATIONS Following the announcement of its voluntary recommended conditional public cash takeover on 28 February 2018, on 4 May 2018, DK Telekommunikation ApS acquired shares representing more than 90 per cent. of the total share capital and all voting rights of the Issuer (the "Change of Control"). On 4 May 2018, DK Telecommunication ApS announced its intention to squeeze out the remaining 9 per cent. of the Issuer's share capital held by minority shareholders by early June Once the squeeze-out is settled, it will establish a permanent capital structure. Subject to market conditions, this is intended to be as follows: Existing unsecured notes of the Issuer (including the 2022 Notes and the 2023 Notes) or up to a 1.0 billion backstop facility at the level of the Issuer; - 1 -

2 3.9 billion Term Loan B with indicative maturity of 7 years ("TLB") at the level of the Issuer; 1.4 billion capital market issuances at the level of an intermediate holding company named DKT Finance ApS; Unfunded ancillary facilities (RCF and Capex) amounting to 600 million; and 2.7 billion of equity. As security for the Issuer's obligations under the TLB and the RCF and Capex Facilities, the Issuer will grant security over the shares in each of the material companies that it owns, its material bank accounts and material intra-group receivables. In addition, guarantees in respect of the Issuer's obligations will also be granted by some of the Issuer's group companies and certain holding companies thereof (together the "Guarantors") and by DK Telekommunikation ApS. As security for its obligations under the guarantees, each of the Guarantors will, inter alia, grant security over its material bank accounts and intra-group receivables and security will also be granted over the shares in each Guarantor. DK Telekommunikation ApS will grant security over its material bank accounts, material intra-group receivables and over its shares in the Issuer. In addition, pursuant to public announcements and/or confirmations in writing (the "Ratings Announcements") to the Issuer, the Notes relating to each Series have been downgraded (the "Ratings Downgrade") since 4 May 2018 as follows: Series Fitch Ratings Ltd ("Fitch") Moody's Investors Service España, S.A. ("Moody's") Standard & Poor's Ratings Services, a division of The McGraw- Hill Companies, Inc. ("S&P") From To From To From To 2022 Notes BBB- BB- Baa3 B1 BBB- B Notes BBB- BB- Baa3 B1 BBB- B+ Each of Fitch, Moody's and S&P has confirmed in each relevant Ratings Announcement that the Ratings Downgrade resulted, in whole or in part, from the occurrence of the Change of Control. As a result of the Change of Control and the Ratings Downgrade (together, a "Put Event"), the Issuer has given notice (the "Put Event Notice") to the holders of the Notes of each Series that a Put Event has occurred, pursuant to the Conditions with respect to the 2022 Notes and the 2023 Notes. As a result of a Put Event occurring with respect to each Series, each Noteholder has the option to require the Issuer to redeem or, at the Issuer's option, purchase (or procure the purchase of) its Notes on 30 June 2018 (the "Put Date") at their principal amount together with interest accrued to but excluding the date of redemption or purchase (the "Put Option"). As 30 June 2018 is not a Payment Business Day, pursuant to the Conditions of each Series, settlement of the redemption of the Notes in respect of which the Put Option has been exercised will take place on the next Payment Business Day (being 2 July 2018). Through the Consent Solicitations, the Issuer is inviting the Noteholders to consent to waive the Put Option rights contained in the Conditions of each relevant Series. The Issuer has invited holders of the Notes of each Series (each such invitation a "Consent Solicitation") to consent to the approval, by Extraordinary Resolution at the relevant Meeting, of the wavier of the Put Option rights contained in the Conditions relating to the relevant Series as described in paragraph 1 of the relevant Extraordinary Resolution as set out below, all as further described in the Consent Solicitation Memorandum (as defined in paragraph 2 of the Extraordinary Resolutions set out below). Noteholders may obtain, from the date of this Notice, a copy of the Consent Solicitation Memorandum from the Tabulation Agent, the contact details for which are set out below. Pursuant to each Consent Solicitation, each Noteholder from whom a valid Electronic Voting Instruction (as defined in the Consent Solicitation Memorandum) is received by the Tabulation Agent by the deadline specified in the Consent Solicitation Memorandum will, subject to the conditions set out in the Consent Solicitation Memorandum, be eligible to receive payment of an amount equal to 0.20 per cent. of the principal amount of the - 2 -

3 Notes that are the subject of such Electronic Voting Instruction (the "Early Participation Fee"), all as more fully described in the Consent Solicitation Memorandum. EXTRAORDINARY RESOLUTION IN RESPECT OF THE EUR 500,000, PER CENT. NOTES DUE 2 MARCH 2022 (ISIN: XS ) "THAT this Meeting of the holders (together, the "Noteholders") of the presently outstanding EUR 500,000, per cent. Notes due 2 March 2022 (the "Notes") of TDC A/S (the "Issuer"), issued with the benefit of a fiscal agency agreement dated 10 February 2011, as amended, restated, modified and/or supplemented from time to time insofar as it relates to the Notes (the "Agency Agreement") and made between the Issuer and (among others) Deutsche Bank AG, London Branch as fiscal agent: 1. acknowledges that the Change of Control Put Event has occurred and waives any and all rights that the Noteholders may have to require redemption of the Notes pursuant to the change of control put option set out in Condition 10(e) (Redemption and Purchase Redemption at the option of Noteholders (Change of Control)) of the Notes, together with all rights, claims, actions or entitlements relating thereto, in each case arising as a result of or relating to the Change of Control Put Event; 2. sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Issuer, whether or not such rights arise under the Conditions, the Agency Agreement, the deed of covenant or the global note relating to the Notes or otherwise, in each case involved in, resulting from or to be effected by the waiver set out in paragraph 1 of this Extraordinary Resolution; 3. acknowledges that, if the Consent Solicitation is terminated by the Issuer prior to the date of this Meeting in accordance with the terms of the Consent Solicitation Memorandum, even in the event that this Extraordinary Resolution is passed at this Meeting, the waiver set out in paragraph 1 of this Extraordinary Resolution shall not be effective, as such waiver is conditional on the Consent Solicitation not having been terminated; and 4. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below: "Change of Control Put Event" has the meaning given to such term in the Consent Solicitation Memorandum; "Consent Solicitation" means the invitation by the Issuer to all Noteholders to consent to this Extraordinary Resolution; and "Consent Solicitation Memorandum" means the consent solicitation memorandum dated 15 May 2018 prepared by the Issuer in relation to, among other things, the Consent Solicitation. EXTRAORDINARY RESOLUTION IN RESPECT OF THE GBP 550,000, PER CENT. NOTES DUE 23 February 2023 (ISIN: XS ) "THAT this Meeting of the holders (together, the "Noteholders") of the presently outstanding EUR 550,000, per cent. Notes due 23 February 2023 (the "Notes") of TDC A/S (the "Issuer"), issued with the benefit of a fiscal agency agreement dated 10 February 2011, as amended, restated, modified and/or supplemented from time to time (the "Agency Agreement") and made between the Issuer and (among others) Deutsche Bank AG, London Branch as fiscal agent: 1. acknowledges that the Change of Control Put Event has occurred and waives any and all rights that the Noteholders may have to require redemption of the Notes pursuant to the change of control put option set out in Condition 10(e) (Redemption and Purchase Redemption at the option of Noteholders (Change of Control)) of the Notes, together with all rights, claims, actions or entitlements relating thereto, in each case arising as a result of or relating to the Change of Control Put Event; 2. sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Issuer, whether or not such rights arise under the Conditions, the Agency Agreement, the deed of covenant or the global note relating to the Notes or otherwise, in each case involved in, resulting from or to be effected by the waiver set out in paragraph 1 of this Extraordinary Resolution; - 3 -

4 3. acknowledges that, if the Consent Solicitation is terminated by the Issuer prior to the date of this Meeting in accordance with the terms of the Consent Solicitation Memorandum, even in the event that this Extraordinary Resolution is passed at this Meeting, the waiver set out in paragraph 1 of this Extraordinary Resolution shall not be effective, as such waiver is conditional on the Consent Solicitation not having been terminated; and 4. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below: "Change of Control Put Event" has the meaning given to such term in the Consent Solicitation Memorandum; "Consent Solicitation" means the invitation by the Issuer to all Noteholders to consent to this Extraordinary Resolution; and "Consent Solicitation Memorandum" means the consent solicitation memorandum dated 15 May 2018 prepared by the Issuer in relation to, among other things, the Consent Solicitation. GENERAL Copies of the Agency Agreement (as amended, restated and/or supplemented as at the issue date of each Series of Notes) are available for inspection by Noteholders: (i) on and from the date of this Notice up to and including the date of the Meetings, at the specified offices of the Tabulation Agent during normal business hours on any week day (Saturdays, Sundays and public holidays excepted) up to and including the date of the Meetings; and (ii) at the Meetings, and at the offices of Clifford Chance LLP at 10 Upper Bank Street, London, E14 5JJ for 15 minutes before the Meetings. The attention of Noteholders is particularly drawn to the procedures for voting, quorum and other requirements for the passing of the Extraordinary Resolutions at the Meetings or any meeting held following any adjournment of any Meeting, which are set out in "Voting and Quorum" below. Having regard to such requirements, Noteholders are strongly urged either to attend the relevant Meeting or to take steps to be represented at the relevant Meeting (including by way of submitting Electronic Voting Instructions) as soon as possible. VOTING AND QUORUM Noteholders who have submitted and not revoked (in the limited circumstances in which revocation is permitted) a valid Electronic Voting Instruction in respect of the relevant Extraordinary Resolution by 4.00 p.m. (London Time) on 1 June 2018 (the "Expiration Deadline"), by which they will have given instructions for the appointment of one or more representatives of the Tabulation Agent by the Fiscal Agent as their proxy under a block voting instruction to vote in favour of or against (as specified in the relevant Electronic Voting Instruction) the relevant Extraordinary Resolution at the relevant Meeting (or any adjourned such Meeting) need take no further action to be represented at the relevant Meeting (or any such adjourned such Meeting). Noteholders are advised to read the Consent Solicitation Memorandum for details of the process when submitting Electronic Voting Instructions. Noteholders who have not submitted or have submitted and subsequently revoked (in the limited circumstances in which such revocation is permitted) an Electronic Voting Instruction in respect of the relevant Extraordinary Resolution (and therefore do not qualify for an Early Participation Fee) should take note of the provisions set out below detailing how such Noteholders can attend or take steps to be represented at the relevant Meeting (references to which, for the purpose of such provisions, include, unless the context otherwise requires, any adjourned such Meeting). 1. Subject as set out below, the provisions governing the convening and holding of each Meeting are set out in schedule 1 to the Agency Agreement, copies of which are available from the date of this Notice to the conclusion of the Meetings (or any adjourned Meetings) as referred to above. For the purposes of the Meetings, a "Noteholder" means a Direct Participant. 2. All of the Notes of each Series are represented by a global note held by a common safekeeper of each Series for Euroclear and/or Clearstream, Luxembourg. For the purposes of this Notice, a "Direct Participant" means each person who is for the time being shown in the records of Euroclear and/or Clearstream, Luxembourg as the holder of a particular principal amount of the Notes

5 A Direct Participant or beneficial owner of Notes wishing to attend the relevant Meeting in person must produce at the relevant Meeting a valid voting certificate issued by a Paying Agent relating to the Notes in respect of which it wishes to vote. A Direct Participant or beneficial owner of the Notes not wishing to attend and vote at the relevant Meeting in person may either deliver its valid voting certificate(s) to the person whom it wishes to attend on its behalf or the Direct Participant may (or the beneficial owner of the Notes may arrange for the relevant Direct Participant on its behalf to) or give a voting instruction (by giving voting and blocking instructions to Euroclear or Clearstream, Luxembourg (a "Euroclear/Clearstream Instruction") in accordance with the procedures of Euroclear or Clearstream, Luxembourg, as applicable) requiring a Paying Agent to include the votes attributable to its Notes in a block voting instruction issued by the Paying Agent for the relevant Meeting or any adjourned such Meeting, in which case the Paying Agent shall appoint the Tabulation Agent as proxy to attend and vote at such Meeting in accordance with such Direct Participant or beneficial owner's instructions. A Direct Participant must request the relevant clearing system to block the relevant Notes in its account and to hold the same to the order or under the control of the relevant Paying Agent not later than 48 hours before the time appointed for holding the relevant Meeting in order to obtain voting certificates or give voting instructions in respect of such Meeting. In the case of Euroclear/Clearstream Instructions, such blocking instructions are part of the electronic instructions that must be given. Notes so blocked will not be released until the earlier of: (a) the conclusion of the relevant Meeting (or, if applicable, any adjourned such Meeting); and (b) (i) (ii) in respect of voting certificate(s), the surrender to the relevant Paying Agent of such voting certificate(s) and notification by the relevant Paying Agent to the relevant clearing system of such surrender or the compliance in such any other manner with the rules of the relevant clearing system relating to such surrender; or in respect of block voting instructions, not less than 48 hours before the time for which the relevant Meeting (or, if applicable, any adjourned such Meeting) is convened, the notification in writing of any revocation of a Direct Participant's previous instructions to the relevant Paying Agent and the same then being notified to the Fiscal Agent at least 24 hours before the time appointed for holding the relevant Meeting and such Notes ceasing in accordance with the procedures of the relevant clearing system and with the agreement of the relevant Paying Agent to be held to its order or under its control. Noteholders should note that voting instructions (unless validly revoked) given and voting certificates obtained or block voting instructions issued in respect of a Meeting shall remain valid for any adjourned such Meeting. The terms "24 hours" and "48 hours" as used herein shall have the meanings given to them in the Agency Agreement. Notwithstanding the above, Noteholders will be able to submit separate electronic instructions in accordance with the terms of the Put Event Notice to exercise the Put Option with respect to their Notes. In the event that the relevant Extraordinary Resolution(s) are not passed, the Notes in respect of which the Put Option has been exercised will remain blocked until they are redeemed pursuant to the relevant Conditions. 3. The quorum required at any Meeting is one or more persons present holding Notes or voting certificates or being proxies or representatives and holding or representing not less than one more than half of the aggregate principal amount of the outstanding Notes of the relevant Series. If a quorum is not present within 15 minutes after the time appointed for the relevant Meeting, such Meeting will be adjourned for a period being not less than 14 days and not more than 42 days and at a place appointed by the Chairman and the relevant Extraordinary Resolution will be considered at such adjourned Meeting (notice of which will be given to the Noteholders in accordance with the relevant Conditions and the Agency Agreement). The quorum at any such adjourned Meeting will be one or more persons present holding Notes or voting certificates or being proxies or representatives and holding or representing in aggregate any principal amount of the outstanding Notes of the relevant Series. The holding of any adjourned Meeting will be subject to the Issuer giving at least 10 days' notice (exclusive of the day on which the notice is given and of the day on which the Meeting is to be resumed) in accordance with the relevant Conditions and the Agency Agreement that such adjourned Meeting is to be held

6 4. Every question submitted to a Meeting shall be decided in the first instance by a show of hands. Unless a poll is (before or at the time that the result is declared) demanded by the Chairman, the Issuer or any Noteholder present or proxy or representative holding not less than one fiftieth of the principal amount of the relevant Series for the time being outstanding, a declaration by the Chairman that a resolution has been passed or carried by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the relevant Extraordinary Resolution. At each Meeting: (i) on a show of hands every person who is present in person and produces a voting certificate or is a proxy or representative shall have one vote; and (ii) on a poll every person who is so present shall have one vote in respect of each EUR/GBP 1 (as applicable) in principal amount of the outstanding Notes of the relevant Series so represented by the voting certificate or in respect of which that person is a proxy or representative. 5. To be passed at the relevant Meeting, an Extraordinary Resolution requires a majority in favour consisting of not less than three-quarters of the votes cast. If passed, an Extraordinary Resolution will be binding on all Noteholders of the relevant Series, whether or not present at the relevant Meeting and whether or not voting. This Notice is given by TDC A/S. Noteholders should contact the following for further information: The Solicitation Agent Nordea Bank AB (publ) c/o Nordea Danmark filial af Nordea Bank AB (publ), Sverige Grønjordsvej 10 DK-2300 Copenhagen S Denmark Telephone: Attention: Nordea Liability Management NordeaLiabilityManagement@nordea.com In this Notice, references to "Solicitation Agent" shall be construed to include a reference to any of the branch offices of Nordea Bank AB (publ) and/or any successor entity pursuant to a merger or reorganisation wherein the surviving entity assumes the obligations of Nordea Bank AB (publ). The Solicitation Agent is not acting through a U.S. broker-dealer affiliate and, accordingly, will not discuss the Consent Solicitations or the contents of this Notice with any Noteholder who is unable to confirm it is not located or resident in the United States. Tabulation Agent Lucid Issuer Services Limited Tankerton Works 12 Argyle Walk London WC1H 8HA United Kingdom Telephone: Attention: David Shilson tdc@lucid-is.com Dated: 15 May

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