Transaction in Own Shares • Apr 30, 2014
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Download Source FileCompany Announcement No. 542
The Board of Directors of DSV has decided to exercise the authority to buy back
shares granted by the Annual General Meeting on 21 March 2013. The authority is
valid until 21 March 2018 and covers a maximum of 18 million shares, 6.1
million of which have been exercised before the launch of this share buyback
programme.
Purpose
The purpose of the share buyback is to meet the exercise of share options under
the Group's incentive programmes and adjust the capital structure. At the next
Annual General Meeting of DSV a resolution will be proposed that shares which
are not used for hedging of the incentive programmes be cancelled.
Time frame
The share buyback programme will run from 6 May 2014 to 29 July 2014, both days
inclusive. During this period DSV will buy own shares up to a maximum value of
DKK 400 million in accordance with the provisions of European Commission
Regulation (EC) No. 2273/2003 of 22 December 2003, the so-called Safe Harbour
method that protects the boards of directors and executive boards of listed
companies from violating insider trading legislation in connection with share
buybacks.
Buyback terms
-- DSV is required to retain a financial adviser who is to make its own
trading decisions independently of and without influence from DSV and
execute the buyback within the announced limits. DSV has retained Danske
Bank A/S as its financial adviser and lead manager for the share buyback.
-- Under the share buyback programme DSV may repurchase shares for a maximum
amount of DKK 400 million and no more than 4,000,000 shares, corresponding
to 2.26% of the current share capital of DSV A/S, may be purchased.
-- No shares may be bought back at a price exceeding the higher of (i) the
share price of the latest independent trade and (ii) the highest current
independent offer price at NASDAQ OMX Copenhagen at the time of trading.
-- The maximum number of DSV shares which may be purchased on each business
day may not exceed 25% of the average daily trading volume of DSV shares on
NASDAQ OMX Copenhagen over the last 20 trading days prior to the date of
purchase.
-- The reporting obligations under Danish law and the rules of NASDAQ OMX
Copenhagen must be fulfilled within the applicable time limits.
Any questions may be addressed to Flemming Ole Nielsen, Investor Relations
Director, tel. +45 43 20 33 92.
Yours sincerely,
DSV A/S
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