DFDS

AGM Information • Feb 21, 2025

Date: 21 February 2025

Notice convening the

Eering

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Eeting

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General Meeting

2025 Annual General Meeting

General M Shareholders of DFDS A/S are invited to the Annual General Meeting on Monday 24 March 2025 at 14:30 (CET) at DFDS House in Copenhagen. After the Annual general Meeting, DFDS will host an informal Shareholders' Meeting.

Read more at www.dfds.com

DFDS A/S ("DFDS" or the "Company") holds its annual general meeting on

Monday 24 March 2025 at 14:30 CET

at DFDS House, Marmorvej 18, DK-2100 Copenhagen.

AGENDA

• 1. The Board of Directors' report on the Company's activities during the past year The Board of Directors proposes that the shareholders note the report by the Board of Directors on DFDS' activities during the past year.
• 1. Presentation of the annual report for adoption and resolution regarding discharge to the Management and the Board of Directors

The Board of Directors proposes approval of the audited annual report for 2024 and that discharge of liability is granted to the Executive Management and the Board of Directors.

1. Appropriation of profit or covering loss in accordance with the approved annual report

The Board of Directors proposes that the result for the 2024 financial year is carried forward and that no dividend is paid.

1. Presentation of the remuneration report for advisory vote

The Board of Directors proposes that the remuneration report for 2024 is adopted by advisory vote.

The 2024 remuneration report is available on DFDS' website at www.dfds.com/en/about/investors/general-

meetings

1. Election of members to the Board of Directors

In accordance with Article 8 (1) of the Articles of Association, the members of the Board of Directors are elected by the general meeting for one-year periods. The Board of Directors proposes that the general meeting elect a total of six members to the Board of Directors.

The following current members are proposed for re-election: Claus V. Hemmingsen, Jill

Lauritzen Melby, Anders Götzsche, Dirk Reich and Minna Aila.

Additionally, the Board of Directors proposes election of Kristian V. Mørch as a new member of the Board of Directors. Klaus Nyborg does not seek re-election.

Shareholder René Juul has proposed himself as a new member of the Board of Directors.

The Board of Directors does not support René Juul's candidacy.

A description of the candidates' competencies and of their directorships and executive positions in other companies is attached as appendix 1.

6. Appointment of auditor

The Board of Directors proposes appointment of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab as auditor in respect of statutory financial and sustainability reporting, all in accordance with the recommendation of the Audit Committee.

The Audit Committee has not been influenced by any third party and has not been influenced by any agreement with third parties which restricts the election by the general meeting to only certain auditors or audit firms.

7. Proposals from the Board of Directors

7.A. Approval of remuneration policy

DFDS' remuneration policy was most recently approved by the shareholders at the annual general meeting in 2021. In accordance with the Danish Companies Act, the remuneration policy must be submitted for approval by the general meeting at least every 4 years.

The Board of Directors proposes that the general meeting approves an updated remuneration policy for the board of directors and members of executive management.

The updated policy includes the following substantive changes:

Board Fees:

• As board fees are proposed for approval at the annual general meeting, these are removed from the policy.

Shareholding Requirements:

• The CEO's shareholding requirement increases from 6 to 12 months of base salary. The policy now confirms that once the required shareholding level has been reached, Executive Board members must maintain it for the duration of their employment, unless the Board in exceptional circumstances allows a lower shareholding requirement.

Variable Pay:

• Caps applicable to the award of shortterm incentive award and long-term incentive grants rise from 80% to 100% of annual base salary.
• At least 20% of the target short-term incentive award is linked to ESG goals.
• Performance share units ("PSUs") are a permitted instrument for use in the longterm incentive, tied to strategic goals measured over a period of at least 36 months.
• If shares cannot be granted under the long-term incentive, by exception the grant can be made using phantom equity.
• If restricted share units ("RSUs") are used as a form of award in the long-term incentive, they will account for no more than 40% of the CEO's annual base salary and 30% of the annual base salary for other executive board members, as at the grant date.
• Unless there is a legacy contractual commitment in place, Executive Board members will forfeit any unvested and/ or unexercised long-term incentive for employment termination by reason of resignation.
• In the case of specified trigger events, the existing malus and clawback policy provisions are strengthened via the right to off-set other employment remuneration to recoup the amount(s) to be recovered.

Recruitment Remuneration:

• The policy now includes a section describing the treatment of recruitment remuneration in the case of an external

appointment to the executive board, where such remuneration is deemed necessary, clarifying the purpose of recruitment remuneration, forms of award, limits and key terms.

Reimbursement of Expenses

• Board members may claim reasonable expenses in connection with discharging their duties to shareholders for example, travel, subsistence, accommodation and training costs.

The proposed updated remuneration policy is enclosed as appendix 2 and is available at www.dfds.com/en/about/investors/generalmeetings

7.B. Reduction of share capital and related amendment to the Articles of Association

The Board of Directors proposes to reduce the Company's share capital by nominally DKK 35,080,960 from DKK 1,159,391,940 to DKK 1.124.310.980 by cancelling 1,754,048 treasury shares of nominally DKK 20 each.

The shares proposed for cancellation were repurchased by the Company under the share buyback programme completed on 29 November 2024 and pursuant to the authorizations granted by the general meeting to the Board of Directors on 22 March 2023. Under the programme, a total of 2.312.185 shares were purchased.

The purpose of the share capital reduction is to distribute funds to shareholders.

The aggregate purchase price for the shares proposed for cancellation was DKK 326,971,537. Accordingly, the proposed cancellation implies that DKK 291,890,577 has been distributed to shareholders in addition to the nominal reduction amount. The average purchase price has thus been DKK 186.4 per share (rounded).

Before the proposed capital reduction can be implemented, the Company will publish a notice in the Danish Business Authority's IT system encouraging its creditors to notify any claims they may have against the Company within four weeks. The proposed capital reduction will only be implemented after the lapse of this four-week period.

Adoption of the proposal implies that article 2.1 of the Articles of Association is amended to reflect the new share capital with effect from completion of the share capital reduction.

7.C. Approval of remuneration of the Board of Directors for 2025

The board remuneration for 2025 is submitted for approval by the general meeting in accordance with the Recommendations of the Danish Committee on Corporate Governance.

The proposed fees are unchanged compared to last year:

Proposed remuneration structure for 2025:
Base Fee	DKK	375,000	(unchanged)
Vice Chair	DKK	750,000	(unchanged)
Chair	DKK	1,125,000	(unchanged)
Audit Committee (supplementary fee)
Chair	DKK	250,000	(unchanged)
Members	DKK	125,000	(unchanged)
Nomination Committee (supplementary fee)
Members	DKK	50,000	(unchanged)
Remuneration Committee (supplementary fee)
Members	DKK	50,000	(unchanged)

Board members may in addition claim reasonable expenses in connection with discharging their duties to shareholders for example, travel, subsistence, accommodation and training costs.

7.D. Authorisation to the Board of Directors to acquire own shares

The Board of Directors proposes the general meeting authorises the Board of Directors during the period until 23 March 2029 to allow the Company to acquire up to 5,621,554 own shares corresponding to a nominal share value of DKK 112,431,080, provided that the Company's total number of own shares cannot at any time exceed 10% of the Company's share capital. The price cannot deviate by more than 10% from the listed acquisition price on Nasdaq Copenhagen at the time of acquisition.

MAJORITY REQUIREMENTS AND SHARE CAPITAL

Adoption of the proposal under agenda item 7.B (Reduction of share capital and related amendment to the Articles of Association) requires the favourable vote of at least two thirds of the votes cast as well as at least two-thirds of the share capital represented at the general meeting.

All other proposed resolutions on the agenda are adopted by a simple majority vote. The remuneration report is subject to an advisory vote.

The share capital of the Company is DKK 1,159,391,940 divided into 57,969,597 shares of nominally DKK 20 each. Each share of DKK 20 carries one vote.

REGISTRATION DATE, PARTICIPATION AND VOTING RIGHT

The registration date is Monday 17 March 2025.

Shareholders who possess shares in the Company on the registration date are entitled to participate in and vote at the general meeting. In addition, participation is conditional on the shareholder having registered in due time as described below.

REGISTRATION

Access to the general meeting is conditional on the shareholder registering for the general meeting no later than Thursday 20 March 2025 at 23:59 CET:

• By registering electronically at the website of Euronext Securities, www.euronext.com/cphagm or at the Company's website www.dfds.com/en/about/investors/generalmeetings ; or
• By sending an e-mail to CPHinvestor@euronext.com or by calling Euronext Securities on +45 4358 8866 (weekdays from 09:00 to 16:00 CET).

After registration you will receive a PDF admission card by email to the email address you provided when registering. The admission card may be printed or presented from a smartphone or tablet.

Should you forget to bring your admission card to the annual general meeting a new admission card may be printed against proof of identity. Voting forms will

be handed out at the admission control of the annual general meeting.

A shareholder or a proxy may participate in the annual general meeting together with an adviser, provided that notification of the adviser's participation has been provided in advance of the general meeting.

Please note that an admission card to the annual general meeting does not give access to the shareholders' meeting at 16.30 CET. Separate registration and a separate admission card is required to participate in the shareholders meeting – see below under "Shareholders' meeting".

PROXY OR POSTAL VOTE

If you are unable to attend the general meeting, you may:

• Issue a proxy to a named third party who will then be provided with an admission card at the admission control of the annual general meeting against proof of identity;
• Issue a proxy to the Board of Directors for voting in accordance with the recommendations of the Board of Directors;
• Issue a proxy to the Board of Directors for voting in accordance with your instructions; or
• Vote by postal vote.

You can submit your vote or issue a proxy electronically via the Company's website www.dfds.com/en/about/investors/generalmeetings or at www.euronext.com/cph-agm

Alternatively, the proxy and postal vote form may be downloaded from

www.dfds.com/en/about/investors/generalmeetings, printed and sent by email to CPHinvestor@euronext.com or by ordinary mail to Euronext Securities, Nicolai Eigtveds Gade 8, DK-1402 Copenhagen, Denmark. Please consider the delivery time if the postal and proxy form is sent by ordinary mail.

The proxy must be received by Euronext Securities no later than Thursday 20 March 2025 at 23:59 CET.

The postal vote must be received by Euronext Securities no later than Friday 21 March 2025 at 12:00 CET.

ADDITIONAL INFORMATION

The following information is available on the Company's website at www.dfds.com/en/about/investors/generalmeetings :

• Notice convening the annual general meeting including agenda and complete proposals.
• The aggregate number of shares and voting rights as of the date of the notice convening the annual general meeting.
• Documents that will be submitted to the annual general meeting, including
  • The 2024 annual report
  • The 2024 remuneration report
  • Appendix 1: 2025 List of Candidates
  • Appendix 2: 2025 Remuneration Policy
• Registration form.
• Proxy and postal vote form.
• Information on handling of personal information in connection with the annual general meeting.

Prior to the annual general meeting, shareholders may in writing ask questions to the Company regarding the agenda and/or the documents prepared for the annual general meeting.

In the interest of proceedings and to the extent possible, the Board of Directors encourages shareholders to submit questions in writing ahead of the general meeting. This can be done by written enquiry to DFDS via email to shareholder@dfds.com or via post to DFDS A/S, Marmorvej 18, DK-2100 Copenhagen, for the attention of Investor Relations.

PRACTICAL INFORMATION

The doors of DFDS House will open for the general meeting at 14:00 CET.

Refreshments will be served after the general meeting.

It will be possible to watch but not interact with the annual general meeting online. The link to this webcast will be available at the Company's website www.dfds.com/en/about/investors/generalmeetings

SHAREHOLDERS' MEETING

On Monday 24 March 2025 at 16.30 CET, after the annual general meeting, DFDS will host an informal shareholders' meeting conducted in Danish for its shareholders that also takes place at DFDS House, Marmorvej 18, DK-2100 Copenhagen Ø, Denmark.

Refreshments will be served from approximately 15.30 CET.

A separate admission card for the shareholders' meeting is necessary for participating. Admission cards are issued electronically and may be obtained no later than Thursday 20 March 2025 at 23:59 CET:

• By registering electronically on Euronext Securities' website www.euronext.com/cphagm or at DFDS' website www.dfds.com/en/about/investors/generalmeetings; or
• By sending an email to CPHinvestor@euronext.com or by calling Euronext Securities on +45 4358 8866 (weekdays 09:00 CET to 16:00 CET).

Copenhagen, Friday 21 February 2025

The Board of Directors

APPENDICES:

• Appendix 1: 2025 List of Candidates for the Board of Directors
• Appendix 2: 2025 Remuneration Policy

Date: 21 February 2025

Read more at www.dfds.com

Candidates for the Board of Directors

Appendix 1 to the notice convening the 2025 annual general meeting of DFDS A/S

Company reg. (CVR) no. 14194711

Candidates proposed by the Board of Directors

Claus V. Hemmingsen (1962) Jill Lauritzen Melby (1958) Chair Board Member

Chair of the Nomination and Remuneration Committees

Position: Managing Director of CVH Consulting ApS Joined the Board: 18 April 2001 Joined the Board: 29 March 2012 Re-elected: 2002-2024 Re-elected: 2013-2024 Period of office ends: 24 March 2025 Period of office ends: 24 March 2025

Chair: Rambøll Gruppen A/S, HusCompagniet A/S and Innargi Holding A/S (and one wholly-owned subsidiary).

Board member: A.P. Møller Holding A/S, A.P. Møller og Hustru Chastine Mc-Kinney Møllers Fond til almene Formaal, Den A.P. Møllerske Støttefond, Fonden Mærsk Mc-Kinney Møller Center for Zero Carbon Shipping, Global Maritime Forum Fonden and Noble Corporation Plc.

The Board of Directors is of the opinion that Claus V. Hemmingsen possesses the following special competences: International, commercial, and operational management experience and expertise in shipping, offshore, and oil & gas activities, including HSSE & Sustainability, M&A, capital markets, and non-executive directorships.

Claus V. Hemmingsen has been a member of the Board of Directors for more than 12 years and cannot therefore be considered independent according to the Recommendations on Corporate Governance.

Member of the Audit Committee

Jill Lauritzen Melby has no managerial or executive positions in other companies.

The Board of Directors is of the opinion that Jill Lauritzen Melby possesses the following special competences: Expertise in financial control.

Due to family relations to the Company's principal shareholder, Lauritzen Fonden, Jill Lauritzen Melby cannot be considered independent according to the Danish Recommendations on Corporate Governance.

Candidates proposed by the Board of Directors

Anders Götzsche (1967) Dirk Reich (1963) Board Member Board Member

Position: Executive Vice President and CFO, VELUX A/S

Joined the Board: 19 March 2018 Joined the Board: 1 July 2019

Re-elected: 2019-2024 Re-elected: 2020-2024 Period of office ends: 24 March 2025 Period of office ends: 24 March 2025

The Board of Directors is of the opinion that Anders Götzsche possesses the following special competences: International management and board experience, expertise in finance and accounting as well as M&A.

Chair of the Audit Committee Member of the Audit Committee

Chair: Rosborg Møbler A/S Chair: Log-hub AG, R+R Holding AG, R+R International Aviation AG.

Board member: Die Schweizerische Post AG.

The Board of Directors is of the opinion that Dirk Reich possesses the following special competences: International management and board experience, as well as expertise in international logistics activities.

Candidates proposed by the Board of Directors

Member of the Nomination and Remuneration Committees

Position: Executive Vice President, Corporate Affairs & Brand, Konecranes

Re-elected: 2023-2024

Period of office ends: 24 March 2025

Minna Aila has no additional managerial or executive positions in other companies.

The Board of Directors is of the opinion that Minna Aila possesses the following special competences: International management, as well as expertise in sustainability, public affairs, branding, and communication.

Minna Aila (1966) Kristian V. Mørch (1967) Board Member New Candidate

Position: CEO in J. Lauritzen A/S

Joined the Board: 23 March 2022 Board member: BW Epic Kosan Maritime Pte. Ltd., Gertsen & Olufsen A/S (G&O Maritime Group A/S)

The Board of Directors is of the opinion that Kristian V. Mørch possesses the following special competences: International management, expertise in the shipping and maritime sector, investment management, M&A, capital markets, restructuring and joint ventures.

As Kristian V. Mørch is part of the executive management of J. Lauritzen A/S, which is fully owned by Lauritzen Fonden, he is not considered independent under the Danish Recommendations on Corporate Governance.

Candidates proposed by shareholders

René Juul (1974)

New Candidate

Position: External Associate Professor, Copenhagen Business School (CBS), within the field of managerial economics. External Associate Professor, University of Southern Denmark (SDU), within the field of finance.

Profile: Economist (finance), investor, philosopher and author.

René Juul has no additional managerial or executive positions in other companies.

René Juul has informed that he possesses the following special competences: Capital structure, resource allocation, dividend policy, portfolio management, incentive schemes.

Date: 21 February 2025

Read more at www.dfds.com

Remuneration Policy 2025

Appendix 2 to the notice convening the 2025 annual general meeting of DFDS A/S

Company reg. (CVR) no. 14194711

DFDS Remuneration Policy 2025

Table of contents 1. Introduction

1.	Introduction	2
2.	Policy updates	3
3.	General policy principles	4
4.	Remuneration of the Board of Directors	4
5.	Remuneration of Executive Board	5
6.	Malus, clawback and offsetting of remuneration	7
7.	Impact of change of control or other significant
	corporate events on incentive plans	8

8.	Recruitment remuneration
9.	Termination of employment
10.	Relationship to employees' remuneration	9
11.	Governance and conflicts of interest	10
12.	Policy deviation	10
13.	Adoption, Review, Amendments and Publication	10

This Remuneration Policy ("Policy") has been prepared in accordance with §139 and §139a of the Danish Companies Act (in Danish: Selskabsloven) and the Recommendations on Corporate Governance (in Danish: Anbefalinger for god Selskabsledelse) issued by the Danish Committee of Corporate Governance (in Danish: Komitéen for god Selskabsledelse).

The Policy sets out the remuneration principles and frameworks for members of the Board of Directors ("Board") and the Executive Board of DFDS A/S ("DFDS"). The "Executive Board" means the employees who are registered as executives of DFDS with the Danish Business Authority (in Danish: Erhvervsstyrelsen).

2. Policy updates

In reviewing the previous remuneration policy, Variable Pay

feedback given by shareholders and other relevant stakeholders was considered. The review process gave the opportunity to align the structure and nature of the contents with best practice standards. The only material Policy amendments that have been made are as follows:

Board Fees

As the fees to be paid to the Board are proposed for approval at the annual general meeting, the base fee multiples applicable to the various board duties are removed from the Policy.

Shareholding Requirements

To further align the interests of the Executive Board members with DFDS's shareholders, the Chief Executive Officer's shareholding requirement increases from 6 to 12 months of base salary. The Policy now confirms that once the required shareholding level has been reached, Executive Board members must maintain it for the duration of their employment, unless the Board in exceptional circumstances allows a lower shareholding requirement.

DFDS is committed to fostering a strong performance culture, maintaining good governance and driving its sustainability agenda, accordingly a range of policy changes have been made which address

one or more of these ambitions:

• ɿ the caps applicable to the award of short-term incentive award and longterm incentive grants rise from 80% to 100% of annual base salary
• ɿ at least 20% of the target short-term incentive award is linked to ESG goals
• ɿ Performance Share Units ("PSUs") are a permitted instrument for use in the longterm incentive, tied to strategic goals measured over a period of at least 36 months
• ɿ if shares cannot be granted under the long-term incentive, by exception the grant can be made using phantom equity
• ɿ if restricted share units ("RSUs") are used as a form of award in the long-term

incentive, they will account for no more than 40% of the CEO's annual base salary and 30% of the annual base salary for other Executive Board members, as at the grant date

• ɿ unless there is a legacy contractual commitment in place, Executive Board members will forfeit any unvested and/ or unexercised long-term incentive for employment termination by reason of resignation
• ɿ in the case of specified trigger events, the existing malus and clawback policy provisions are strengthened via the right to off-set other employment remuneration to recoup the amount(s) to be recovered.

Recruitment Remuneration

The Policy now includes a section describing the treatment of recruitment remuneration in the case of an external appointment to the Executive Board, where such remuneration is deemed necessary, clarifying the purpose of recruitment remuneration, forms of award, limits and key terms.

3. General policy principles

DFDS is a shipping and logistics group providing vital infrastructure services in and around Europe. Its operating environment is increasingly complex and dynamic, requiring the appointment of high calibre individuals to the Board and Executive Board. This Policy is therefore designed to attract, engage and retain those individuals in the long-term interests of DFDS and its shareholders.

The remuneration frameworks, as described in this Policy, are intended to underpin the effective setting and execution of strategy. They reference the prevailing good corporate and remuneration governance standards applicable to DFDS. In setting the frameworks, consideration was given to the context of the remuneration of DFDS's employees and in the context of the wider stakeholder environment.

4. Remuneration of the Board of Directors

4.1 Fee structure

All members of the Board are paid a fixed annual fee (a "Base Fee"). A multiplier of the Base Fee is awarded to Board members reflecting the different duties and time commitment associated with their appointments, i.e. serving as Board Chair, Vice Chair and chairing or attending a Board committee.

No retirement benefits, incentive-based remuneration, transaction or retention bonuses apply to Board members, unless they are employee representatives where they may be in receipt of such arrangements.

All fees are paid in the form of cash. A required shareholding guideline does not apply to Board members.

4.2 Additional remuneration

Board members may receive additional remuneration to recognise ad hoc additional duties, or if exceptional circumstances determine that their time commitment materially exceeds the normal expectation.

Additional remuneration is in the form of a fixed cash payment, the value of which is determined on a case-by-case basis with reference to the Base Fee. If applied, any additional remuneration is disclosed in the Remuneration Report and is subject to shareholder approval.

4.3 Expenses, insurances and other items

Board members may claim reasonable expenses in connection with discharging their duties to shareholders for example, travel, subsistence, accommodation and training costs. DFDS may offer discounts to Board members on its products and/or services at a level consistent with its employees and in accordance with company policy.

DFDS may agree to pay mandatory employer social security contributions on board fees in countries where these are required.

Directors' and Officers' Liability Insurance ("D&O") is provided, in addition to coverage under other standard DFDS business insurances in accordance with its normal policies.

4.4 Reviewing and amending fees

Fee levels are set having reference to the board fees paid at stock-listed companies of a similar size, financial scale, complexity, geographic reach and operating location. The composition and level of fees are reviewed annually; increases are not automatically applied. The Board will exercise judgement before recommending any fee increase to DFDS's shareholders. The Base Fee, applicable multiples of it and any additional remuneration that is proposed to be paid, are tabled for shareholder approval each year at the company's Annual General Meeting.

5. Remuneration of Executive Board

5.1 Overview

Executive Board members receive base salary, employment benefits and incentives (short-term and long-term). The intention is to create a balanced total compensation package which:

• ɿ is appropriately market competitive in its composition and value
• ɿ is reflective of the Executive Board member's role and expertise
• ɿ links changes in value to company and individual performance
• ɿ has an appropriate focus on the shortterm execution of strategy in combination with long-term sustainable value creation
• ɿ aligns the interests of the Executive Board member with those of DFDS's shareholders

The various remuneration elements are typically reviewed once a year, or at other intervals as appropriate. A range of inputs is considered in the review process to ensure that decisions taken by the Board, on the

recommendation of the Committee, are balanced and fair. The inputs would usually include:

• ɿ the Executive Board member's duties, profile and performance
• ɿ key performance indicators, including DFDS's financial performance and shareholder returns
• ɿ benchmark data obtained from a reference peer group of companies
• ɿ levels of compensation being awarded elsewhere in the company
• ɿ market conditions, shareholder optics and other contextual factors that may be relevant.

5.2 Base salary

Base salary is the guaranteed annual cash amount that is paid to each Executive Board member. It recognises their respective duties and takes into account the value that the individual brings to DFDS. Base salary is a fixed remuneration element, meaning that the value of it does not fluctuate based on performance.

5.3 Benefits and pension

Executive Board members receive a range of employment-related benefits, intended to support them in undertaking their duties. Benefits can include, but are not limited to, a company car or cash allowance in lieu of it, insurances, mobile phone / other devices, domestic broadband access and subscriptions. They may also be covered by employee discount schemes, where these apply. The benefits provided to Executive Board members would typically follow the company's policies and practices in the location where the individual resides. The value of these employment benefits would usually not exceed 5% of the annual base salary.

If required, relocation allowances and related benefits may be provided (for example, housing allowance, school fee allowance, taxation advice), based on the circumstances of the Executive Board member's appointment.

Executive Board members receive a company pension contribution, which can be paid into a DFDS pension scheme or alternatively a retirement arrangement of their choosing. For Executive Board members who are contracted in Denmark, the company pension contribution is 10% of the

annual base salary. The type of pension scheme on offer from DFDS, contribution levels and other terms would normally be consistent with those applicable to other senior level employees in the location where the Executive Board member is contracted.

5.4 Short-term incentive ("STI")

The STI is an integral part of DFDS's variable pay programme. It promotes focus on the annual goals required for the execution of the long-term strategy, which contributes to the organisation's continued health and performance.

The STI can provide a cash payment of up to 100% of the Executive Board member's annual base salary. There is no automatic right for an Executive Board member to receive an award under the STI; all payments made under the plan are discretionary.

Performance is measured against a set of financial and non-financial metrics, including KPIs that are bespoke to the Executive Board member. The metrics and their targets are selected to reflect the specific business goals for the financial year, and therefore they can change depending on DFDS's priorities.

At least 60% of the target bonus award is aligned to financial performance. This can include measures of revenue, profitability, cash flow, margin or other financial indicators. At least 20% of the target bonus award is aligned to environmental, social and governance ("ESG") goals and the balance will cover other key performance indicators consistent with DFDS's operating plan. Non-financial measurement could include, for example, targets linked to transformation, customer engagement, infrastructure, employment culture (such as diversity, equity and inclusion) and operational excellence.

Following the end of the financial year, the Remuneration Committee ("Committee") will recommend to the Board the level of payouts to be made under the STI, if any, applicable to the Executive Board members. In doing so, it will take into account the extent that the STI's pre-set targets have been achieved across all areas of measurement. Formulaic calculations will be presented, in addition to the presentation of DFDS's audited results and other relevant data to ensure that the Board arrives at a balanced, fair and fact-based decision.

If an Executive Board member joins DFDS or is promoted to the Executive Board during the bonus performance period, any bonus award that might be due would be calculated on a pro-rata basis according to the period of service in the role. The Committee has the discretion to pro-rate awards for time and performance if an Executive Board member leaves DFDS during the performance period depending on the reason for leaving.

5.5 Long-term incentive (LTI)

DFDS's variable pay programme is a discretionary incentive intended to align the Executive Board members' remuneration to the sustained performance of DFDS (as reflected in the company's share price development) in shareholders' interests. Under normal circumstances, LTI grants occur annually and cover a vesting period of approximately 36 months.

Grants under the LTI are up to 100% of the Executive Board members' annual base salary, as at the grant date; however, the normal maximum grant will be 50% of the annual base salary if only PSUs are used. Grant levels are determined by the Board on an annual basis prior to the date of grant. In determining the grant levels, the Board reviews the Committee's

recommendations, taking into account market best practices, the effect of the award on the individual's total compensation, the instrument(s) used and whether vesting is connected to the application of performance conditions.

The Board believes that the long-term alignment of interests between DFDS' shareholders and the Executive Board is served through the stock market's collective valuation of the DFDS share. Previous LTI grants have therefore comprised an equal weight, by value on grant, of premium-priced share options and RSUs. This version of the Remuneration Policy gives the Board the right to grant a range of instruments: share options, RSUs, and PSUs.

If PSUs are granted in an LTI cycle, vesting will be subject to the satisfaction of preagreed targets connected to multi-year financial and non-financial performance. The metrics would be selected consistent with DFDS's strategic priorities and cover, for example, measures of profitability, shareholder returns, capital efficiency or ESG. Financial performance would account for at least 60% of the granted value of the PSUs. The maximum number of PSUs that can vest, if the performance conditions are met in full, is up

to 2.0x the number granted to the Executive Board member. Vesting of PSUs would occur in one amount (i.e. cliff vesting), ordinarily after a 36-month vesting period.

Since LTI cycles granted under this Policy can take the form of different equity instruments, if RSUs are used, they will account for no more than 40% of the CEO's annual base salary and 30% of the annual base salary for other Executive Board members, as at the grant date. If the granting of equity cannot be undertaken, by exception, the Board may determine that Executive Board members are granted a cash-based unit which is linked to DFDS's share price (i.e. a phantom share or phantom share option).

The number of RSUs and/or PSUs in an Executive Board member's LTI grant is determined with reference to his / her award level, calculated as an annual base salary percentage, divided by the grant price. The grant price is set as the volume weighted average price of a DFDS A/S share as quoted on NASDAQ Copenhagen during a period of five (5) trading days immediately following the publication of DFDS's annual financial results, or on such other date or over such other timeframe as may reasonably be determined by the Board.

The number of share options granted is calculated based on the percentage of the individual Executive Board member's annual base salary divided by the share option value derived from the Black Scholes valuation model where the grant price, as described above, is one of the input factors.

Any share options granted can only be exercised after the vesting period has elapsed. The share option exercise price is set as the grant price plus a premium, which is determined prior to the grant date. Vested share options must be exercised no later than 24 months after the vesting date otherwise they will expire. The company can put in place an automatic exercise clause to safeguard against the vested share options' expiry, e.g. in a blackout period due to M&A, if the Executive Board member is prevented from exercise.

For each LTI cycle, if the total market value of the instruments to vest is calculated to be higher than five times the Executive Board member's annual base salary as at the grant date (which, for share options, the value is determined to be the gain between the exercise price and the prevailing market price), the Board reserves the right to lapse sufficient of the granted instruments on or immediately prior to the vesting date to

meet the valuation limit. This measure is in place primarily to safeguard against windfall gains.

In the case of employment termination, the treatment of awards granted under the LTI depends on the reason for leaving DFDS:

• ɿ If the Executive Board member is a 'good leaver' (e.g. termination is initiated by DFDS without the Executive Board member having breached the service agreement or for reasons of death, disability, incapacity or retirement with the approval of the Board), he / she will be entitled to retain all LTI awards on the same terms and conditions under which they were granted. However, the Board has the right to pro-rate unvested LTI awards to the employment termination date within the relevant cycle period.
• ɿ If the Executive Board member is not a 'good leaver' (e.g. resignation not caused by a material breach by DFDS, termination is initiated by DFDS due the Executive Board member having breached the service agreement), he/she will forfeit any unvested and/or unexercised LTI awards as of the date of release of the executive's work obligations.

ɿ Torben Carlsen has a legacy entitlement applicable to LTI awards if he resigns. In this event, he will be entitled to retain already vested LTI awards and a pro rata allocation of LTI awards for the period from commencement of the vesting period and until the expiry of the employment relationship.

Executive Board members who are under notice are excluded from receiving LTI grants unless to do so would breach local employment law or a contractual commitment.

5.6 Required shareholding guideline

To align management's interests with the company's shareholders, Executive Board members are required to accumulate a shareholding in DFDS and maintain it for the duration of their employment. The shareholding levels are:

Chief Executive Officer: 12 months of base salary

Other Executive Board Members: 6 months of base salary

Executive Board members have five years in which to acquire the holding level from their appointment date in role, unless the Board grants an extension. Until the holding level has been reached, no vested shares acquired via the LTI can be sold other than to meet any tax and other associated obligations, including statutory deductions, or other legally mandated transactions. In exceptional circumstances, the Board may permit the selling of shares for reasons connected to the personal circumstances of the individual.

If a material change in the company's share price occurs, meaning that that the holding level is no longer met, the Board will grant a reasonable timeframe for additional shares to be acquired.

The Executive Board members' shareholding levels are monitored annually, and the Committee is advised accordingly.

6. Malus, clawback and offsetting of remuneration

For short-term and long-term incentive awards provided as of 1 January 2021 or later, the Board can reduce the size of the awards before they are paid or vest (Malus) and up to 24 months after they have been paid or vested (Clawback). This is in the case of a triggering event that has resulted in a material financial or reputational loss for DFDS.

Under such provision, if an award is subsequently proven to be based on data or accounts that were materially and manifestly misstated or due to material misconduct, a mis-calculation or other error, DFDS has the right to reclaim/clawback remuneration that was awarded based partly or wholly on such information. The right to reclaim/ clawback remuneration also applies in cases where bad faith or other matters on the part of an Executive Board member resulted in an excessive variable remuneration payment. In addition to the clawing back of remuneration, the Board also has the right to make proportionate adjustments by offsetting other remuneration including salary, bonuses yet to be paid and unvested LTI grants.

The recoupment or offsetting of remuneration that is paid and/or vested is subject to the application of any applicable legislation and contractual terms that are in place.

7. Impact of change of control or other significant corporate events on incentive plans

In the event of a change in control or other significant corporate events, the Board is at its sole discretion to amend the general terms and conditions of the incentive plans not limited to complying with local requirements or changes in statutory law. Such discretion may include but is not limited to

the size and timing of awards, vesting conditions, vesting schedules, exercise dates and treatment of the unvested awards. Implementation of any such amendments will be documented and disclosed in the Remuneration Report for the respective financial year.

8. Recruitment remuneration

When recruiting new Executive Board members from outside the company, the Board may agree to grant a one-off award in cash or equity or include the executive in the LTI at a higher award level than may ordinarily be granted (up to the limits of this Policy). Any use of exceptional recruitment remuneration would be made on a case-by-case basis, taking into consideration losses that may be incurred by the individual on joining DFDS or other such material factors as the Board determines are relevant. Such arrangements, if used, would be subject to pre-determined conditions:

• ɿ in the case of shares: a lock-up period prohibiting their sale, other than to cover statutory deductions
• ɿ applying to all forms of award: forfeiture if a specified length of service is not met or a satisfactory level of personal performance is not observed.

There is no automatic right to recruitment remuneration. The use of recruitment remuneration and the rationale for it will be included in the relevant Remuneration Report.

The Executive Board member can resign from DFDS by giving six months' notice, and DFDS may terminate the contract by giving the executive twelve months' notice. In the event of termination by DFDS, a severance payment may be paid, in addition to the notice period, equal to twelve months of the remuneration package (comprising base salary, employer pension contribution and target-level STI), capped at 24 months of base salary.

In the event of change of control in DFDS, the Chief Executive Officer may elect to trigger termination by DFDS, which is a legacy contractual right; the Chief Financial Officer does not have this contractual right. The Board envisages that only in exceptional circumstances would change of control benefits be provided in the future to newly appointed Executive Board members, e.g. prolongation of notice period or the right to

termination as if terminated by the company. Full disclosure of such terms would be included in the Remuneration Report, as is the case for current Executive Board members.

Executive Board members have a non-competition clause in the service contract which restricts the individual from participating (directly or indirectly) in any business competing wholly or partly with DFDS within twelve months following the date of release from duty, unless otherwise approved by the Board.

9. Termination of employment 10. Relationship to employees' remuneration

The duties, responsibilities, risks and oversight associated with Executive Board membership differs considerably from those of other DFDS employees. However, the remuneration reviews and decisions for the Executive Board follow the same remuneration principles as applied for the wider employee group:

• ɿ Total target remuneration is based on the role, individual experience, skills, and sustained performance level.
• ɿ The remuneration level and relative weight of the remuneration components reflect market practice for the roles and the fit to business needs and priorities.
• ɿ The short-term incentive components are based on the annual business performance metrics, divided between financial, strategic, and sustainability related targets. These components also apply to senior business leaders to emphasize the organizational accountability and drive collaboration.
• ɿ The long-term incentive components are designed according to the same principles for the Executive Board and for senior business leaders to emphasize the wider accountability of the sustained value creation for DFDS.
• ɿ Benefits are tailored to the requirements to the position and the local market where the individuals are employed.
• ɿ Remuneration is reviewed annually.

11. Governance and conflicts of interest

Remuneration decisions that fall under this Policy are considered by the Committee before being approved by the Board.

When the Committee is discharging its responsibility to shareholders under this Policy, measures are in place to handle conflicts of interest. No member of the

Executive Board will be present during a committee meeting when his or her own terms are being discussed or where the discussion may otherwise trigger a conflict of interest. External, impartial third parties are used when appropriate.

The Committee's members, terms of reference and activities are disclosed in DFDS's Annual Report. A description of how the Policy has been applied is documented in the Remuneration Report, which is published annually and is subject to an advisory vote at the annual general meeting. Copies of the Annual Report and the Remuneration Report can be obtained at www.dfds.com.

13. Adoption, Review, Amendments and Publication The Board has full oversight of this Policy.

This Policy was approved by the Board on 6 February 2025. It was adopted at the annual general meeting of DFDS held on [24 March 2025]. It applies from its date of adoption and is valid for a period not exceeding four (4) years. The Policy shall apply to any fixed or variable remuneration awarded from the time of the adoption.

The Committee will review the Policy on an annual basis to ensure that it remains current and fit for purpose. Any future changes to the Policy will be presented for shareholder approval except those that are minor and therefore do not materially affect the Policy or are mandatory changes in compliance with legislation or regulation.

A copy of this Policy is available at www.dfds.com.

12. Policy deviation

In exceptional circumstances, the Board may temporarily deviate from Section 5 of this Policy to serve and safeguard the long-term interests of DFDS. Deviations may take a variety of forms including, for example, additional extraordinary compensation / benefits or changes to contractual terms and conditions.

Specifically, regarding the STI and LTI, the Board may exercise its judgement in the case of extraordinary circumstances and/or unforeseen events which are assessed to have

a significant impact on the incentive plans, for example, related to DFDS's financial performance, operating ability, employee safety or environmental risks. In such circumstances, the Board may take such steps as it deems reasonable and in shareholders' interests. This could apply to targets used, how such targets are defined or evaluated, or the application of other relevant performance conditions or metric(s). This could, for example, be in connection with the mitigation of windfall gains or losses.

Policy deviation will only occur linked to verifiable and objective criteria endorsed by the Committee and approved by the Board. Any such Policy deviation, including the rationale for it, will be described in DFDS's Remuneration Report for the respective financial year.