TLD Teesland

    Statement of treasury shares and outstanding share options


As mentioned  in the  Board  of Directors'  statement on  the  public
tender offer from  Nordic Telephone Company  ApS, cf. stock  exchange
announcement  no.  25/2005  of  December  2,  2005,  in  case  of   a
change-of-control of TDC  A/S holders of  share options issued  under
TDC A/S' management  share option programme  and participants in  the
share option programme established  in TDC A/S' foreign  subsidiaries
will be  entitled  to  exercise  existing  share  options  comprising
approx. 4.4 million  shares of each  DKK 5  in TDC A/S.  TDC A/S  has
granted a  possibility to  exercise 3,346,576  options prior  to  the
expiry of  the offer  period, however  subject to  completion of  the
public tender offer. 99.0  percent of options  under this offer  have
been exercised.

As also mentioned in the Board  of Directors' statement, TDC A/S  has
made an  offer to  purchase  certain existing  share options  to  the
holders of  share  options issued  under  TDC A/S'  management  share
option programme subject  to completion of  the public tender  offer.
This offer covered 490,868 options,  of which 99.6 percent have  been
acquired by TDC A/S.

On the basis of  the above, TDC A/S'  holding of treasury shares  and
the number of outstanding share options amount as of today's date  to
the  following  as  the  information  contained  herein  updates  the
information announced in  the company's  stock exchange  announcement
no. 3/2006 of January 11, 2006:

Treasury shares: 3,598,765 shares of DKK 5 each

of which 3,313,765 shares of each  DKK 5 are - subject to  completion
of the public tender offer -  transferred to the participants of  TDC
A/S' management share  option programme  as fulfillment  of TDC  A/S'
obligations under  the programme.  Hereafter, TDC  A/S holds  285,000
shares as  treasury shares,  of which  up to  222,212 shares  may  be
acquired by participants in the share option programme established in
TDC A/S' foreign  subsidiaries. However, these  participants will  be
offered a cash settlement  of the share options  and TDC A/S  expects
the offer for cash settlement be accepted.

Outstanding share options: 4,243,419 pcs. comprising 4,243,419 shares
of each DKK 5

of which 3,313,765 pcs. options - subject to completion of the public
tender offer  -  have  been conditionally  exercised  by  the  option
holders. Furthermore and subject to  completion of the public  tender
offer, 491,532 pcs. of the outstanding options have been acquired  by
TDC A/S against cash consideration.  As stated above TDC A/S  expects
to settle in cash 222,212 pcs. options issued to the participants  in
the  share  option   programme  established  in   TDC  A/S'   foreign
subsidiaries. Hereinafter, in  total 215,910  pcs. outstanding  share
options issued  under  TDC  A/S' management  share  option  programme
remain.

Referring to the conditions for Nordic Telephone Company ApS'  public
tender offer and  as stated  in the stock  exchange announcement  no.
3/2006 of January 11, 2006, TDC A/S has decided that TDC A/S does not
intend to  dispose of  the treasury  shares, which  are not  used  to
fulfill already issued share options.


For further information please contact TDC Investor Relations at  +45
3343 7680.


TDC A/S
Noerregade 21
0900 Copenhagen C
DK-Denmark
www.tdc.com

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Copyright � Hugin ASA 2006. All rights reserved.

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