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The Articles of Association  of TDC A/S is a translation from Danish. In case of any discrepancies between  the Danish and the English version of the Articles of Association the Danish  version prevails. 

**Articles of Association    of   TDC A/S**

**Name, Registered  office and Objects of the Company**

| (1) | The name      of the company is TDC A/S (“the Company”).                                               |
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| (2) | The Company      also conducts business under the secondary name Tele Danmark Communications      A/S (TDC A/S). |

**2**

| (1) | The registered      office of the Company is in the Municipality of Copenhagen. |
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**3**

| (1) | The objects      of the Company are to conduct business within communications, services,      directories, 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. |
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**The Company’s  Capital and Shares**

**4**

| (1) | The nominal      and fully paid-up share capital of the Company amounts to DKK 1,082,297,700.              |
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| (2) | The share      capital is divided into shares in the denomination of DKK 5 each or multiples      thereof. |

**4a**

| (1) | Until      28 March, 2009, the Company’s Board shall be authorized to increase      the share capital by up to DKK 108,229,770. The new shares shall be negotiable      instruments and registered in the name of the holder. The limitations of      negotiability under Article 5 of the Articles of Association shall apply.      The increase may be effected by cash payment or by payment in values other      than cash. Subscription of shares may disregard the preemptive right of      shareholders. |
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**5**

| (1) | The shares      shall be negotiable instruments.                                                                                                                                                     |
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| (2) | The shares      shall be subject to the limitations of negotiability that follow from this      Sub-article.                                                                                         |
| (3) | No shareholder      shall be entitled to own and/or control shares corresponding to more than      9.5 percent of the authorized share capital of TDC A/S; see, however, Articles      5(9) to (11). |
| (4) | A shareholder      shall be deemed to “control” a share where the share in question      is owned by:                                                                                      |

|   | ·   | a corporation      which is affiliated or associated with the shareholder;                                                              |
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|   | ·   | a corporation      or a person holding the share as the shareholder’s nominee;                                                     |
|   | ·   | a corporation      or a person holding the share as the nominee of a corporation affiliated      or associated with the shareholder; or |
|   | ·   | a corporation      or a person having a community of interest with the shareholder.                                                     |

| (5) | In addition,      a shareholder shall be deemed to control a share if the shareholder is empowered      to exercise the voting right attaching to the share in question, whether      as attorney-in-fact, as pledgee or pursuant to a special agreement. In the      event that several shareholders have surrendered the voting right to the      same non-shareholder, the shareholders in question shall be regarded as      having a community of interest. The rules of this Sub-article 5 shall not      include cases where the voting right according to an instrument of proxy      in conformity with the provisions of Article 10(3) has been surrendered      to TDC’s Board of Directors, Executive Committee, or any member thereof.                                                                                                                                                                                                                                                                                                                                                       |
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| (6) | In the      event that any shareholder owns and/or controls shares corresponding to      more than 9.5 percent of the authorized share capital of TDC A/S, such shareholder      shall - within four weeks of having been so requested in writing by the      Board of Directors - sell and/or relinquish control of the shares in excess      of the said 9.5 per cent; see, however, Articles 5(9) to (11). In the event      that the shareholder fails to comply with this requirement before the expiry      of the above period, TDC A/S shall, within the following eight weeks, be      entitled to acquire, and the shareholder shall be obligated to sell, the      shares at half the price quoted on the Copenhagen Stock Exchange on the      day TDC A/S acquires the shares. In the event that several shareholders      own/control such shares in common in contravention of the provision on ownership      limitation, TDC A/S shall be entitled to choose which shareholders shall      be obligated to sell and/or relinquish control of the shares exceeding the      said 9.5 per cent. |
| (7) | In the      event that a shareholder owns and/or controls shares in contravention of      the provision on ownership limitation, the shares in excess of the pertinent      limit shall not confer upon the owner any right to exert influence, such      as voting rights, nor shall the shares in excess of the said limit be regarded      as being represented at any General Meeting. In the event that several shareholders      own/control shares in common in                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

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|   | contravention      of the provision on ownership limitation, the Board of Directors shall be      entitled to choose which shareholders shall have their rights of influence      curtailed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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| (8)    | In the      event that a bank (the "depository bank") issues depositary receipts representing      shares with the consent of the Company, such depositary receipts shall be      subject to the above-mentioned provision regarding ownership limitation      as if the depositary receipts were shares. In the event that the depository      bank is registered with the Danish Securities Centre as the owner of the      shares for which depositary receipts are issued, the shareholding of the      depository bank shall not be subject to the above-mentioned ownership limitation.      It shall be a precondition that the depository bank is entitled to exercise      only the rights attaching to the shares registered in the name of the depository      bank according to instructions from owners of the depositary receipts. Such      instructions shall be specified and shall not grant any decision-making      powers to the depository bank. |
| (9)    | A shareholder      may, however, with the consent of the Board of Directors, own and/or control      shares corresponding to more than 9.5 per cent of the nominal share capital      of TDC A/S where such shareholder is any other Danish or foreign telecommunications      company and where the shares are acquired in order to establish or expand      cooperation regarding telecommunications activities between the companies      or affiliated companies. Such consent may be granted in connection with      TDC A/S issuing or selling shares as payment for contributions from the      telecommunications company with which cooperation is established. Any such      consent shall be conditional upon the relevant shareholder having expressly      given the Board of Directors an undertaking to abstain from voting at the      election of two members of the Board of Directors, as provided for in Article      14(2).                       |
| (10)   | Irrespective      of the above-mentioned ownership limitation, TDC A/S can acquire its own      shares in accordance with the rules of the Danish Companies Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (11)   | The Board      of Directors may, moreover, enter into the appropriate agreement with a      financial institution, a stockbroker or an insurance company according to      which any such body may acquire or otherwise control shares corresponding      to more than 9.5 per cent of the authorized share capital of TDC A/S provided      that the shares in excess of the said 9.5 per cent are acquired in accordance      with a guarantee for the offering of or subscription for shares by the party      concerned. The Board of Directors shall enter into an agreement with the      guarantor on the terms and conditions for the possession and sale of the      shares.                                                                                                                                                                                                                                                                                  |
| (12)   | The shares      shall be registered in the name of the holder and shall be entered in the      name of the holder in the Company’s Register of Shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (13)   | The Company’s      shares are registered with the Danish Securities Centre and any rights attached      to the shares shall be registered with the Danish Securities Centre according      to the rules laid down to that effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

**General Meetings**

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**6**

| (1) | General      Meetings shall be convened by the Board of Directors and shall be held in      Greater Copenhagen. The meetings shall be convened by letter sent to any      shareholder entered in the Company's Register of Shareholders who has so      requested and by a notice inserted in the Danish Official Gazette and in      one or more Danish or foreign daily newspapers as directed by the Board      of Directors. |
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| (2) | The Annual      General Meeting shall be held every year not later than April 29 and shall      be called by not less than 14 days' nor more than 28 days' notice.                                                                                                                                                                                                                                                               |
| (3) | Extraordinary      General Meetings, which are held by resolution of the Board of Directors,      one of the Auditors or by the Annual General Meeting, shall be called by      not less than 8 days' nor more than 28 days' notice.                                                                                                                                                                                             |
| (4) | Whenever,      for the consideration of a specified subject, shareholders holding at least      one-tenth of the share capital shall so request in writing, an Extraordinary      General Meeting shall be convened within fourteen days of receipt of the      pertinent request and in other respects in accordance with Sub-articles      (1) and (3) above.                                                                  |

**7**

| (1) | Any shareholder      shall be entitled to propose resolutions for consideration and adoption      at the Company's General Meetings. In order to be submitted at the Annual      General Meeting any resolutions to be proposed shall be in writing and shall      be submitted to the Board of Directors no later than seven weeks before      the Annual General Meeting. |
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**8**

| (1) | At least      eight days before any General Meeting, the agenda and the complete wording      of the resolutions to be proposed at the General Meeting and, in the case      of the Annual General Meetings, moreover copies of the audited Annual Report      shall be available for the inspection of shareholders at the Company’s      offices and, at the same time, be submitted to any shareholder entered in      the Register of Shareholders who has so requested. |
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**9**

| (1) | The audited      Annual Report shall be submitted at the Annual General Meeting.     |
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| (2) | The agenda      for the Annual General Meeting shall include the following business: |

|   | 1.   | Election      of the Chairman of the Meeting.                                                                                                         |
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|   | 2.   | The Board      of Directors' report on the activities of the Company during the preceding      year.                                                  |
|   | 3.   | The presentation      of the Annual Report together with a resolution for its adoption.                                                               |
|   | 4.   | A resolution      to discharge the Executive Committee and the Board of Directors from their      obligations in respect of the financial statements. |

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|   | 5.   | A resolution      regarding appropriation of profit or the covering of any loss, as the case      may be, according to the Annual Report as adopted.                                                      |
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|   | 6.   | Election      of members of the Board of Directors, including theChairman and the Vice-Chairman      and if desired election of alternates for the member of the Board of Directors,      cf. Article 14. |
|   | 7.   | Election      of two Auditors.                                                                                                                                                                            |
|   | 8.   | Any proposals      from shareholders or the Board of Directors.                                                                                                                                           |

**10**

| (1) | Any shareholder      shall be entitled to attend the General Meeting provided that he has obtained      an admission card from the Company’s head office during ordinary office      hours at least five days before the date of the General Meeting. Such admission      card, which specifies the number of votes held by the shareholder, shall      be issued to anyone recorded in the Register of Shareholders as a shareholder,      or to a shareholder who gives notice of and produces evidence to the Company      of his rights by presenting a transcript of statement of account which must      not be older than from the last year-end, from the Danish Securities Centre      or a bank (the bank with which the custody account is held) as evidence      of his shareholding, declaring at the same time that the shareholder has      not disposed of the shares during the period from the date of the transcript      of the said statement of account, and will not dispose of the said shares      before the General Meeting. |
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| (2) | Each      share amount of DKK 5 shall entitle the holder to one vote.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (3) | Subject      to the limitations stated above in Article 5, a shareholder shall be entitled      to issue an instrument of proxy to another person for use at a General Meeting.      The instrument of proxy may not be issued for a period of more than 12 months,      and the proxy holder shall produce a written and dated instrument of proxy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

**11**

| (1) | General      Meetings shall be presided over by a chairman elected by the shareholders.      The Chairman thus elected shall decide all matters relating to proceedings      and the voting. |
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**12**

| (1) | All business      transacted at a General Meeting shall be subject to adoption by a simple      majority of votes; see, however, sections 78 and 79 of the Danish Companies      Act. |
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**13**

| (1) | Brief      minutes of the proceedings at the General Meeting shall be recorded in a      minute book authorized for such purpose by the Board of Directors. The said      minute book shall be signed by the Chairman of the Meeting and any members      of the Board of Directors present. |
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**The Board of  Directors and the Executive Committee**

**14** 

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| (1) | The Board      of Directors of the Company shall consist of eight members. In addition,      there shall be the number of members who may be elected in accordance with      the rules of the Danish Companies Act concerning employee representation.      The Chairman and the Vice-Chairman of the Board of Directors shall be elected      by the shareholders at the Annual General Meeting in accordance with Article      9 (2) 6 hereof.                                                                                                                                                                                |
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| (2) | If -      with the approval of the Board of Directors pursuant to Article 5(9) - any      shareholder holds or controls, as defined in Article 5, more than 9.5 per      cent of the voting shares in TDC A/S, then such shareholder shall abstain      from voting at the election of two of the members to be elected by the shareholders      at the General Meeting and at the election of their alternates.                                                                                                                                                                                                                |
| (3) | The Board      of Directors and the alternates for the Board of Directors shall be elected      by the shareholders at the Annual General Meeting for a term of 12 months.      Thus, their term of office shall expire at the end of the Annual General      Meeting held 12 months after their election. Retiring members and alternates      shall be eligible for re-election.                                                                                                                                                                                                                                              |
| (4) | The shareholders      at the General Meeting may elect alternates for the members elected by the      shareholders at the General Meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (5) | One alternate      may be elected for those members of the Board of Directors that might be      elected in accordance with Article 14(2). In the absence of one of these      two members, the alternate shall join the Board.                                                                                                                                                                                                                                                                                                                                                                                                 |
| (6) | Where      members of the Board of Directors have been elected in accordance with Article      14(2), the shareholders at the General Meeting may elect two alternates,      referred to as the first alternate and the second alternate, who shall join      the Board in the absence of the Chairman or the Vice-Chairman or of one      of the four members of the Board of Directors elected by all the shareholders      at the General Meeting.                                                                                                                                                                           |
| (7) | Where      an alternate joins the Board in the absence of the Chairman or the Vice-Chairman,      the alternate shall join the Board as an ordinary member of the Board of      Directors exclusively, as it is for the Vice-Chairman to exercise the powers      of the Chairman in the absence of the Chairman whereas the powers of the      Vice-Chairman cease in his absence. In the absence of the Chairman as well      as the Vice-Chairman a new election of the Chairman and the Vice-Chairman      shall take place following a notice from the Board of Directors convening      an extraordinary general meeting. |
| (8) | Where      no members have been elected in accordance with Article 14(2), only two      alternates may be elected for the Board of Directors for all the members      of the Board of Directors. This election shall follow the same rules as      those mentioned under Sub-article 6 above.                                                                                                                                                                                                                                                                                                                                   |
| (9) | The election      of the first alternate and the second alternate shall take place by the      method of proportional representation in such a manner that the alternate      who receives the highest number of votes shall be the first alternate, and      the alternate who receives the second highest number of votes shall be the      second alternate. In the event of tie votes, the question who shall be the      first alternate and who shall be the second alternate shall be decided by      drawing lots, arranged by the Chairman.                                                                            |

**15**

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| (1) | The Board      of Directors and the Executive Committee shall give general supervision      and direction to the affairs of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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| (2) | All members      of the Board of Directors shall have equal voting rights, and all resolutions      shall be passed by a simple majority of votes. However, in the event of      a tie, the Chairman, or in his absence, the Vice-Chairman, shall have the      casting vote. The Board of Directors shall form a quorum when the majority      of its members are present. The Chairman of the Board of Directors shall      preside over the board meetings in accordance with the rules of procedure      laid down by the Board of Directors governing the discharge of its duties.      In the absence of the Chairman or in his inability to attend, the Vice-Chairman      shall take his seat. |
| (3) | The proceedings      at board meetings shall be recorded in a minute book. Such minutes shall      be signed by all Directors present.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

**16**

  

| (1) | The Board      of Directors shall appoint an Executive Committee of three to eight members      to manage the day-to-day affairs of the Company. The Executive Committee      shall ensure that the Company's books are kept in compliance with the pertinent      rules laid down by legislation and that asset management is subject to the      appropriate control. The terms of service for the Executive Committee shall      be determined by the Board of Directors.                                                                                                                                                                                                                                                                                                                                  |
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| (2) | The Executive      Committee shall be in charge of the day-to-day management of the Company      and, in doing so shall comply with the guidelines and directions issued      by the Board of Directors. All matters of material importance to the Company,      including the determination of operating and capital budgets, dividend policy,      material transactions regarding the acquisition or sale of assets, the principles      regarding the acquisition or sale of the Company assets in the ordinary      area of business and the Company’s incurring of debt obligations, shall      be submitted by the Executive Committee to the Board of Directors for approval,      unless Board approval can not be obtained without considerable inconveniences      to the Company's business. |

**17**

| (1) | The Board      of Directors shall ensure that the Company's activities are managed appropriately      and that the functions of bookkeeping and asset management are subject to      the appropriate control, with due consideration being paid to the Company's      business situation. |
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**18**

| (1) | The Company      shall be bound in legal transactions by the joint signatures of any three      members of the Board of Directors, one of whom must be the Chairman or the      Vice-Chairman of the Board of Directors or by the joint signatures of any      two members of the Executive Committee |
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| (2) | The Board      of Directors may grant powers of procuration.                                                                                                                                                                                                                                          |

**Financial Statements;  Auditors**

**19**

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| (1) | The Company’s      fiscal year shall run from 1 January to 31 December. The initial accounting      reference period shall end on 31 December 1991. |
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**20**

| (1) | The Annual      Report shall be prepared in accordance with the legislation in force from      time to time concerning the presentation of accounts by companies. |
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**21**

| (1) | The Company’s      financial statements shall be audited by two Auditors elected at the Annual      General Meeting for a term of 12 months. At least one of the Auditors shall      be a Danish state-authorized public accountant. The auditors elected at      the Annual General Meeting shall be elected each year at the Annual General      Meeting. |
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| (2) | The Board      of Directors may appoint one or more internal auditors.                                                                                                                                                                                                                                                                                           |

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Adopted at the Extraordinary  General Meeting held on 18 March 1994, at the Annual General Meeting held on  7 April 1994, by Board Resolutions dated 29 August 1995 and 18 March 1997, at  the Extraordinary General Meeting held on 19 January 1998 and by Board Resolutions  dated 24 April and 19 June 1998, at the Annual General Meeting held on 23 April  1999, at the Extraordinary General Meeting held on 21 May 1999, at the Annual  General Meeting held on 13 April 2000, at the Annual General Meeting held on  26 April 2001, at the Annual General Meeting held on 9 April 2003, and at the  Annual General Meeting held on 29 March 2004. 

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