QuickLinks -- Click here to rapidly navigate through this documentShare Purchase Agreement • November 4th, 2004 • SBC Communications Inc • Telephone communications (no radiotelephone) • New York
Ameritech Luxembourg S.à r.l., a limited liability company organized under the laws of the Grand Duchy of Luxembourg (the "Seller"), proposes, subject to the terms and conditions stated herein, to sell ordinary shares, par value DKK 5 per ordinary share (the "Shares"), of TDC A/S, a company organized under the laws of the Kingdom of Denmark (the "Company"), to Citigroup Global Markets Limited, Goldman Sachs International and ABN AMRO Bank N.V. and NM Rothschild & Sons Limited (each trading as ABN AMRO Rothschild) (the "Managers"). Subject to Section 2 of this Agreement, an aggregate of 20,563,656 Shares (the "Securities") are to be resold by the Managers outside the United States in reliance on Regulation S ("Regulation S") under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and in the United States in reliance on Rule 144A ("Rule 144A") under the Securities Act to investors reasonably believed to be "qualified institutional buyers" (as such term is defined in Rul
