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DFDS Interim / Quarterly Report 2015

Aug 20, 2015

3361_ir_2015-08-20_f65b0011-2647-445c-842b-00c28767d1b7.pdf

Interim / Quarterly Report

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DFDS RAISES 2015 OUTLOOK AGAIN

  • EBITDA outlook for 2015 raised to DKK 1.8-1.9bn from DKK 1.65-1.75bn
  • The Board of Directors proposes semi-annual dividends, to pay an interim dividend of extra DKK 9 per share in 2015 and to split each share into five (1:5)
  • Financial goal of a return on invested capital (ROIC) of 10% achieved
  • Revenue increased by 4% to DKK 3.4bn, organic growth increased to 6%
  • Operating profit (EBITDA) increased by 37% to DKK 551m
  • Profit from shipping activities exceeded expectations, logistics activities were in line with expectations

DFDS increased revenue in Q2 by 4% to DKK 3.4bn. EBITDA before special items increased by 37% to DKK 551m. For the last twelve months a return on invested capital (ROIC) before special itemsof 10.3% was achieved, up from 8.0% for the full-year 2014.

DFDS key figures Q2 Q2 LTM* LTM* FY
Before special items, DKKm
Revenue
2015 2014 ∆ % 2014-15 2013-14 ∆ % 2014
Revenue 3.432 3.306 4% 12.983 12.486 4% 12.779
EBITDA 551 403 37% 1.719 1.300 32% 1.433
EBIT 346 237 46% 909 612 49% 695
Profit before tax 319 231 38% 756 511 48% 571

*LTM: Last twelve months

All areas of shipping activities improved results in Q2, with particularly strong performance in the Passenger and Channel business units. Volume growth for both freight and passengers was strongest on routes calling the UK. Increasing unit revenues in some markets and more efficient operations also contributed to improving results. The logistics activities' performance was overall in line with expectations.

"Our shipping activities produced another strong quarter reaping benefits from customer focus, continuous improvement and higher than foreseen volume growth. We are very pleased to have achieved the Group's financial goal of a return on invested capital of at least 10%. In both our shipping and logistics activities we continue to work on multiple opportunities to further improve performance," says CEO Niels Smedegaard.

Following the Q2 result and expectations of continued growth, the outlook for EBITDA is raised to DKK 1.8-1.9bn before special items from DKK 1.65-1.75bn in May and DKK 1.55-1.65bn at the beginning of the year.

The Board of Directors proposes semi-annual dividend payments going forward and to pay an interim dividend of DKK 9 per share of DKK 100 already in September as an extra distribution this year. Moreover, to split each share of DKK 100 into five shares of DKK 20. As part of the share buyback programme 350,000 shares (before split) are proposed to be cancelled. The proposals and notice of an Extraordinary General Meeting are detailed in separate announcements today.

DFDS A/S Sundkrogsgade 11 DK-2100 Copenhagen Ø CVR 14 19 47 11

www.dfdsgroup.com

20 August 2015 Company announcement no. 62/2015 Page 1 of 24

Contact

Niels Smedegaard, CEO +45 33 42 34 00

Torben Carlsen, CFO +45 33 42 32 01

Søren Brøndholt Nielsen, IR +45 33 42 33 59

DFDS profile

DFDS provides shipping and transport services in Europe, generating annual revenues of EUR 1.7bn.

To over 8,000 freight customers, we deliver high performance and superior reliability through shipping and port terminal services, and transport and logistics solutions.

For six million passengers, we provide safe overnight and short sea ferry services.

Our 6,400 employees are located on ships and in offices across 20 countries. DFDS was founded in 1866, is headquartered in Copenhagen, and is listed on NASDAQ OMX Copenhagen.

Conference call is held today at 10.30 am. CET

Phone numbers to the call: +45 35 44 55 83 (DK) +44 (0) 203 194 0544 (UK) +1 855 269 2604 (US)

Disclaimer

The statements about the future in this announcement contain an element of risk and uncertainty, both in general and specific terms, and this means that actual developments may diverge considerably from the statements about the future.

DFDS Group – Key figures

2015 2014 2015 2014 2014-2015 2014
DKK m Q2 Q2 H1 H1 LTM * Full year
Income statement
Revenue 3.432 3.306 6.358 6.153 12.983 12.779
Shipping Division 2.316 2.280 4.210 4.155 8.788 8.733
Logistics Division 1.283 1.169 2.458 2.295 4.788 4.625
Non-allocated items
Eliminations
79
-246
69
-213
156
-466
139
-436
301
-894
284
-863
Operating profit before depreciation (EBITDA) and special items 551 403 779 494 1.719 1.433
Shipping Division 517 373 706 441 1.574 1.309
Logistics Division 58 47 110 83 227 200
Non-allocated items -24 -17 -36 -30 -82 -76
Profit/loss on disposal of non-current assets, net 0 2 1 3 7 9
Operating profit (EBIT) before special items 346 237 373 159 909 695
Special items, net -11 -14 -13 -22 -61 -70
Operating profit (EBIT) 335 223 360 137 848 626
Financial items, net -26 -6 -67 -38 -154 -124
Profit before tax 308 217 292 100 694 502
Profit for the period 262 195 235 72 597 434
Profit for the period excluding non-controlling interest 262 195 235 72 598 435
Capital
Total assets
- - 12.544 12.581 - 12.249
DFDS A/S' share of equity - - 6.106 6.030 - 6.076
Equity - - 6.156 6.083 - 6.127
Net interest bearing debt - - 2.219 2.334 - 2.467
Invested capital, end of period - - 8.454 8.458 - 8.633
Invested capital, average 8.564 8.418 8.587 8.464 8.617 8.578
Average number of employees - - 6.471 6.146 6.526 6.363
Cash flows
Cash flows from operating activities, before financial items and after tax 618 466 816 639 1.575 1.398
Cash flows from investing activities -62 -263 -166 -466 -769 -1.069
- Acquisition of enterprises and activities 2 0 -7 19 -110 -85
- Other investments, net -64 -263 -160 -485 -659 -984
Free cash flow 556 203 649 173 806 330
Key operating and return ratios
Number of ships - - 53 57 - 53
Revenue growth, % 3,8 8,4 3,3 6,7 1,6 5,6
EBITDA-margin, % 16,1 12,2 12,3 8,0 13,2 11,2
Operating margin, % 10,1 7,2 5,9 2,6 7,0 5,4
Revenue, invested capital average, (times) - - - - 1,5 1,5
Return on invested capital before special items (ROIC) p.a., % - - - - 10,3 8,0
Return on invested capital after special items (ROIC) p.a., % - - - - 9,5 7,2
Return on equity p.a., % - - - - 9,9 7,1
Key capital and per share ratios
Equity ratio, %
- - 49,1 48,4 - 50,0
Net interest bearing debt/EBITDA, (times) - - - - 1,3 1,7
Earnings per share (EPS), DKK 21,7 15,5 19,5 5,7 49,1 34,9
Dividend per share, DKK - - - - - 18
Number of shares, end of period, '000 - - 12.650 13.300 - 12.650
Weighted average number of circulating shares, '000 - - 12.082 12.621 - 12.449
Share price, DKK - - 926 485,0 - 591
Market value - - 11.147 6.043 - 7.177

* Last twelve months

Definitions on page 24.

North European market overview

Despite concerns about Greece's situation, overall economic activity continued to pick up in Q2 helped by EU policy support and a lower oil price compared to 2014. The appreciation of the British pound continued to impact trade patterns between the UK and the Continent and Scandinavia. The UK economy continued to grow in the quarter.

Transport markets remained very competitive, although price pressure eased somewhat following a gradual improvement of shipping capacity utilisation in Northern Europe. Passenger volumes and pricing improved in most markets in Q2.

Important events in Q2

New share buyback programme launched

On 22 April 2015, DFDS launched a DKK 300m share buyback programme following the closing of the previous programme on 21 April 2015. The new programme will be executed in the period until 31 December 2015 at the latest.

On 19 August 2015, 46% of the programme was completed.

Fleet optimisation and sale of ship

Following an optimisation of the fleet allocation on the North Sea, DFDS sold the ro-ro freight ship Flandria Seaways on 27 March 2015, with delivery in April 2015. The profit on the sale of the ship was DKK 12m as recognised under special items in Q2 2015.

Ferry capacity reduced on Dover-Calais

On 29 June 2015, MyFerryLink, a part of the Eurotunnel Group, stopped its operation of three ferries between Dover and Calais following a decision by Eurotunnel earlier in Q2 to exit ferry operations and divest MyFerryLink. This has reduced the number of ferries operated between Dover and Calais from ten ferries to seven ferries, two of which are operated by DFDS.

Important events after Q2

Charter of two Channel ferries

On 22 June 2015, DFDS agreed with Eurotunnel to enter into longterm bareboat charter agreements for the ferries Rodin and Berlioz. In addition, a put option agreement was entered into that provides Eurotunnel with the right to require DFDS to purchase the ferries. The put option expires by mid-2017.

According to the agreement, delivery of the ferries was to have taken place on 2 July 2015. The ferries have, however, yet to be delivered as they are illegally occupied by former employees of SCOP-SeaFrance. Charter payments will commence upon delivery.

Until the ferries are delivered and fit for operation, DFDS will continue to deploy the current two ferries operating on Dover-Calais. In July, a number of industrial actions by former employees of SCOP-SeaFrance blocked the port of Calais and disrupted ferry services between Dover and Calais. To accommodate customer demand, one of DFDS' ferries operating on Dover-Calais was therefore transferred for several weeks to DFDS' second route out of Dover that calls at Dunkirk.

Subject to certain conditions, DFDS has offered to employ 202 of SCOP-SeaFrance's employees to operate a third ferry on Dover-Calais.

Financial performance

Revenue

DKK m Q2 2015 Q2 2014 Change, % Change
Shipping Division 2.316 2.280 1,6 35
Logistics Division 1.283 1.169 9,7 114
Non-allocated items 79 69 13,7 9
Eliminations -246 -213 -15,8 -34
DFDS Group 3.432 3.306 3,8 126

Revenue

The Group's revenue in Q2 was DKK 3,432m, an increase of 3.8% compared to 2014. Revenue increased by 6.2% adjusted for route closures and acquisitions in 2014.

The Shipping Division's revenue increased by 7.5% adjusted for route closures in 2014. The growth was driven by higher volumes of both freight and passengers and increased unit revenues, particularly for passengers.

The Logistics Division's revenue increased by 4.8% adjusted for acquisitions in 2014. Just over half of the increase was due to the start of a new automotive logistics contract in Gothenburg in March. The remaining revenue change was due to increased volumes in a number of areas, operational changes and offsetting lower fuel surcharges to customers.

Operating profit before depreciation (EBITDA) and special items

The Group's EBITDA increased by 37% to DKK 551m in Q2 following higher earnings in both divisions. EBITDA for the last twelve months was DKK

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1,719m, an increase of 20% compared to full-year 2014.

DKK m Q2 2015 Q2 2014 Change, % Change
Shipping Division 517 373 38.7 144
Logistics Division 58 47 25.4 12
Non-allocated items -24 -17 -44.1 -7
DFDS Group 551 403 36.9 149
EBITDA-margin, % 16.1 12.2 31.9 3.9

The Shipping Division's EBITDA in Q2 increased by DKK 144m or 39% to DKK 517m. EBITDA was increased in all five business units with the largest contributions from Passenger and Channel. The profit growth was driven by a mix of higher volumes and unit revenues and more efficient operations.

The Logistics Division's EBITDA in Q2 increased by 25% to DKK 58m. EBITDA increased by 3% excluding acquisitions. The majority of activities performed ahead of last year and expectations but were offset by areas impacted by challenging market conditions in the Baltic region, Northern Ireland and some rail traffics.

Associates, depreciation and operating profit (EBIT) before special items

The share of profit of associates and joint ventures decreased by DKK 29m as 2014 included a one-off income of DKK 26m from the termination of a customer contract in an associated port terminal company. Depreciation increased by DKK 9m to DKK 201m primarily on account of the acquisition of a logistics company 1 July 2014.

The Group's EBIT before special items for Q2 was DKK 346m, an increase of DKK 109m compared to 2014.

Associates and joint ventures, profits on disposals and depreciation

DKK m Q2 2015 Q2 2014 Change, % Change
EBITDA before special
items 551 403 36.9 149
Associates and joint
ventures -5 24 n.a. -29
Profit on disposals 0 2 n.a. -2
Depreciation -201 -192 -4.6 -9
EBIT before special items 346 237 46.0 109

Special items

In Q2, special items amounted to a net cost of DKK 11m, including a cost for increasing the estimated future earn-out payments related to a route acquired in 2011, costs related to project One Finance and a gain from the sale of a freight ship.

Financial items

The total net cost of financing decreased by DKK 8m adjusted for an income of DKK 28m from the waiver of a loan by a minority shareholder in a subsidiary in 2014. A lower net interest cost and a positive variance from currency adjustments decreased the adjusted net finance cost.

Finance, net

DKK m Q2 2015 Q2 2014 Change, % Change
Interest, net -21 -25 13.6 3
Foreign exchange
gains/losses, net -2 -7 76.6 5
Other items -3 -3 -38.9 -1
Waiver of loan - 28 n.a. -28
Total finance, net -26 -6 n.a. -20

Profit before tax

The profit before tax for Q2 was DKK 308m, an improvement of DKK 91m. Excluding special items, the improvement was DKK 89m.

Earnings per share (EPS) for the quarter increased by 40% to DKK 21.7 from DKK 15.5 in Q2 2014.

Cash flow and investments

The free cash flow (FCFF) of the quarter was DKK 556m after investments of DKK 62m. The free cash flow (FCFF) of the last twelve months was DKK 806m after investments of DKK 769m.

The cash flow from financing activities in Q2 was negative by DKK 144m, including distribution of DKK 81m to shareholders through share buybacks.

The net cash flow for Q2 was positive by DKK 384m and at the end of Q2 cash and securities

Capital structure

At the end of Q2, net-interest-bearing debt (NIBD) was DKK 2,219m, a decrease from DKK 2,467m at year-end 2014. Financial leverage, as measured by the ratio of NIBD to EBITDA before special items for the last twelve months, was a multiple of 1.3 compared to 1.7 at year-end 2014.

The equity ratio was 49% at the end of Q2.

Equity

Equity amounted to DKK 6,156m at the end of H1 2015, including minority interests of DKK 50m. This was an increase of DKK 29m compared to year-end 2014 as the total comprehensive income for H1 of DKK 368m, including the profit for the period and adjustments, was almost balanced by transactions with owners of DKK -338m, including a total cash distribution to shareholders of DKK 389m in H1.

Invested capital and ROIC

Invested capital amounted to DKK 8,454m at the end of Q2. For the last twelve months, the return on invested capital, ROIC, was 10.3% before special items compared to 8.0% for 2014. Including special items, ROIC was 9.5% compared to 7.2% for 2014.

Outlook 2015 raised again

After continued strong earnings growth in the second quarter and expectations of continued growth, the outlook for EBITDA before special items is raised to DKK 1,800-1,900m from DKK 1,650- 1,750m in May and DKK 1,550-1,650m at the beginning of the year. The upgrade is driven by the Shipping Division.

The outlook for revenue growth is unchanged at 3% while the increase in depreciation is lowered from 10% to 8%. Special items is changed to a cost of DKK -20m following increased estimated future earn-out payments related to a route acquired in 2011.

A number of risks pertain to the outlook. The most important among these are possible major changes in the demand for ferry shipping and transport and logistics services. Such demand is to a large extent linked to the level of economic activity in primarily Europe, but also adjacent regions, and competitor actions. The outlook can also be impacted by changes in other factors, particularly the oil price and exchange rates. Consequently, the realised financial results may differ significantly from expectations. A review of operational and financial risks pertaining to DFDS are available from the annual report for 2014.

DKK m Outlook 2015
NEW
Outlook 2015
PREVIOUS
Revenue +3% +3%
EBITDA before spe
cial items
Per division:
1,800-1,900 1,650-1,750
Shipping Divison
Logistics Division
Non-allocated items
1,675-1,750
225-250
-100
1,525-1,600
225-250
-100
Depreciation,
change
+8% +10%
Special items -20 0
Investments -650 -650

Shipping Division

The Shipping Division operates the DFDS route network in five business units: North Sea, Baltic Sea, Channel, Passenger and France & Mediterranean.

2015 2015 2014 2014 2014-2015 2014
DKK m Q1 Q2 H1 H1 Q1 Q2 Q3 Q4 LTM Full year
Revenue 1.894 2.316 4.210 4.155 1.875 2.280 2.539 2.039 8.788 8.733
EBITDA before special items 189 517 706 441 68 373 584 284 1.574 1.309
Share of profit/loss of associates and joint ventures -3 -5 -8 31 7 24 -1 -4 -13 26
Depreciation and impairment -168 -172 -339 -323 -153 -170 -172 -170 -681 -665
EBIT before special items 18 341 359 149 -78 227 411 110 880 670
EBIT margin before special items, % 1,0 14,7 8,5 3,6 -4,2 10,0 16,2 5,4 10,0 7,7
Special items, net 0 -9 -9 -5 0 -5 0 -36 -45 -41
EBIT 18 332 350 144 -78 222 411 74 835 629
Invested capital, average 7.971 7.951 7.942 7.952 7.943 7.926 8.069 8.047 7.993 7.990
ROIC before special items p.a., % - - - - - - - - 10,8 8,4
Lane metres, '000 7.252 7.526 14.778 14.930 7.351 7.579 7.736 7.613 30.127 30.279
Passengers, '000 975 1.552 2.527 2.542 926 1.616 2.198 1.245 5.970 5.985

Q2 market, activity and result trends

North Sea: Freight volumes in Q2 were 10.1% above 2014 adjusted for route closures. Volumes in the Sweden-UK/Continent corridor increased slightly as automotive volumes picked up offsetting an increase in competitor capacity in the corridor between Sweden and the Continent. High volume growth continued on the routes between Denmark/Netherlands and the UK. Volume growth was boosted by the transfer of volumes from the closed Esbjerg-Harwich route to Esbjerg-Immingham.

EBIT increased by 20% to DKK 125m adjusted for a one-off income in 2014 from the termination of a customer contract in an associated port terminal company and route closures in 2014. Higher volumes were the main earnings driver for both routes and port terminals.

Baltic Sea: Freight volumes in Q2 were 2.4% above 2014 adjusted for the closure of a route in 2014. Volumes between Sweden and Lithuania/Estonia were up by 8.5% supported by an expansion of capacity. Volumes between Denmark/Germany and Lithuania/Russia were lower than last year due in part to a reduction of capacity, including a change to a one-ship operation on the Russian route, and lower Russian volumes in general. The number of passengers, excluding drivers, was just below last year.

EBIT was increased by 36% to DKK 71m adjusted for the closure of a route in 2014. The increase was due to higher freight earnings driven by volume growth and somewhat firmer unit revenues.

Channel: Freight volumes in Q2 decreased by 4.2% while passenger volumes decreased by 3.9%. Volumes were reduced by lower capacity on Dover-Calais following a one-ship operation in April and

May of Q2 compared to a two-ship operation in 2014. Dover-Dunkirk's capacity utilisation increased in the quarter as volumes were transferred from Dover-Calais while capacity was reduced on this route. Unit revenues improved for both freight and passengers, including a positive impact from currency appreciation for primarily the passenger revenue.

EBIT improved by DKK 25m to DKK 12m driven by higher volumes, firmer unit revenues and cost savings from the one-ship operation.

France & Mediterranean: Freight volumes in Q2 were 44.4% above 2014 adjusted for route closures. Passenger volumes were up by 33.0%, likewise adjusted for route closures. Newhaven-Dieppe benefited from capacity reductions in the region and deployment of a second ship on the route.

EBIT increased by DKK 16m to DKK 7m driven by higher activity and more efficient operations.

Passenger: The number of passengers in Q2 increased by 5.9% adjusted for the closure of Esbjerg-Harwich in 2014. Both routes contributed equally to the growth. Unit revenues per passenger were improved above expectations on both routes, including a positive impact from currency appreciation on Amsterdam-Newcastle.

EBIT increased by DKK 42m to DKK 103m adjusted for the closure of a route in 2014. In addition to strong sales performance on both routes, a number of cost savings were achieved. The result also includes a one-off income of DKK 4m from a pension adjustment in Norway.

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SHIPPING DIVISION
2015 2015 2014 2014 2014-2015 2014
DKK m Q1 Q2 H1 H1 Q1 Q2 Q3 Q4 LTM Full year
North Sea
Revenue
832 883 1,715 1,728 854 874 840 823 3,378 3,391
EBIT before special items 87 125 212 210 83 127 72 110 394 392
Invested capital 4,333 4,554 4,415 4,058 3,980 4,215 4,274 4,358 4,347 4,161
ROIC before special items p.a., % - - - - - - - - 8.9 9.4
Lane metres freight, '000 2,708 2,802 5,510 5,358 2,651 2,707 2,674 2,625 10,809 10,657
Baltic Sea
Revenue 289 329 618 648 306 342 343 292 1,253 1,283
EBIT before special items 14 71 85 62 16 46 64 30 179 156
Invested capital 1,290 1,170 1,218 1,236 1,224 1,192 1,053 1,193 1,180 1,191
ROIC before special items p.a., % - - - - - - - - 14.8 13.1
Lane metres freight, '000 852 895 1,747 1,711 832 879 851 841 3,439 3,403
Passengers, '000 69 90 159 151 65 86 109 77 345 337
Channel
Revenue 317 416 733 692 296 395 534 355 1,622 1,580
EBIT before special items -15 12 -3 -79 -66 -13 80 -41 36 -40
Invested capital 1,241 1,222 1,223 1,271 1,245 1,233 1,365 1,207 1,254 1,277
ROIC before special items p.a., % - - - - - - - - 2.8 -3.1
Lane metres freight, '000 3,302 3,371 6,673 6,918 3,397 3,521 3,786 3,682 14,141 14,386
Passengers, '000 628 992 1,620 1,613 581 1,032 1,473 788 3,880 3,874
France & Mediterranean
Revenue 101 118 219 247 110 137 158 114 491 519
EBIT before special items -7 7 0 -37 -28 -9 19 -17 2 -35
Invested capital 31 -11 -21 -59 -64 -54 -59 -83 -35 -71
ROIC before special items p.a., % - - - - - - - - n.a. n.a.
Lane metres freight, '000 254 305 559 641 339 302 263 285 1,107 1,189
Passengers, '000 36 93 129 163 49 114 168 72 369 403
Passenger
Revenue 277 490 767 747 257 490 618 368 1,753 1,733
EBIT before special items -73 103 29 -37 -104 67 172 15 216 150
Invested capital 697 664 706 814 821 815 807 758 748 801
ROIC before special items p.a., % - - - - - - - - 28.3 18.7
Lane metres freight, '000 136 154 290 302 132 170 162 179 631 643
Passengers, '000 242 377 619 615 231 384 449 307 1,375 1,371
Non-allocated items
Revenue 122 127 249 185 90 95 97 122 468 404
EBIT before special items 13 23 36 30 21 9 4 13 53 47

The invested capital in the quarter is shown as per the end of the period. For the full year and LTM, the invested capital is shown as an average.

Logistics Division

The Logistics Division operates DFDS' logistics activities, which are divided into three business units: Nordic, Continent and UK & Ireland.

2015 2015 2014 2014 2014-2015 2014
DKK m Q1 Q2 H1 H1 Q1 Q2 Q3 Q4 LTM Full year
Revenue 1.175 1.283 2.458 2.295 1.126 1.169 1.171 1.159 4.788 4.625
EBITDA before special items 52 58 110 83 36 47 59 58 227 200
Share of profit/loss of associates and joint ventures 0 0 0 0 0 0 0 -1 -1 -1
Profit/loss on disposal of non-current assets, net 0 0 1 3 1 2 0 6 7 9
Depreciation and impairment -24 -24 -48 -36 -17 -19 -24 -25 -97 -85
EBIT before special items 28 35 63 50 20 30 35 38 136 123
EBIT margin before special items, % 2,4 2,7 2,6 2,2 1,8 2,6 3,0 3,3 2,8 2,7
Special items, net 0 0 0 2 2 0 0 0 0 2
EBIT 28 35 63 52 21 31 35 38 136 125
Invested capital, average 1.099 1.090 1.092 885 894 903 996 1.109 1.054 975
ROIC before special items p.a., % - - - - - - - - 11,9 9,5
Tons, '000 105,5 101,3 206,8 217,4 116,7 100,7 99,2 122,0 428,0 438,6
Units, '000 107,2 112,6 219,8 208,7 103,4 105,3 101,5 102,6 423,9 412,8

Q2 market, activity and result trends

Nordic: The number of transported units decreased in Q2 by 4.2% compared to 2014. Volumes were lowered by a slowdown of trailer activity between Denmark and the UK while activity levels out of Norway and Sweden were more stable, except for lower rail volumes. Volumes were also reduced by the termination of an automotive logistics contract servicing a manufacturing plant in Russia which has been temporarily closed. In addition, the streamlining of trailer operations between Sweden and the UK continued to improve capacity utilisation of trailers and hence lowered the number of transported units.

EBIT decreased by 31% to DKK 9m as costs were incurred in connection with the start-up of an automotive logistics contract in Gothenburg. In addition, the earnings of the rail and Baltic activities were reduced following challenging market conditions.

Continent: The number of transported units in Q2 increased by 5.5% compared to 2014. The addition of a new location in the Czech Republic accounted for 1 ppt of the growth. Continued growth in activity between Benelux and the UK increased volumes as did the development of new activities in Germany.

EBIT doubled to DKK 10m due to the increased level of activity and higher margins as traffic balances were improved.

UK & Ireland: The number of transported units in Q2 increased by 0.5% compared to 2014 adjusted for the acquisition of Quayside 1 July 2014. Volume growth was reduced by lower temperature

controlled volumes out of Scotland due to a shutdown of a major customer's production in parts of Q2. Improved utilisation of the vehicle distribution fleet since the acquisition of STEF also resulted in a decrease in the number of transported units. The contract logistics activities out of Peterborough continued to grow in the quarter.

EBIT decreased by 15% to DKK 12m adjusted for the acquisition of Quayside with effect from 1 July 2014. Including Quayside, EBIT increased by 26% to DKK 17m. The adjusted result was mainly negatively impacted by a lower result for the activities in Northern Ireland due to a deterioration of traffic balances.

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LOGISTICS DIVISION

2015 2015 2014 2014 2014-2015 2014
DKK m Q1 Q2 H1 H1 Q1 Q2 Q3 Q4 LTM Full year
Nordic
Revenue 392 430 822 787 386 401 376 380 1.578 1.543
EBIT before special items 10 9 19 23 11 12 8 11 38 42
Invested capital 315 356 341 339 355 328 381 351 346 350
ROIC before special items p.a., % - - - - - - - - 10,5 9,0
Units, '000 27,1 27,4 54,5 55,8 27,2 28,6 27,6 27,2 109,3 110,6
Tons, '000 105,5 101,3 206,8 217,4 116,7 100,7 99,2 122,0 428,0 438,6
Continent
Revenue 455 485 940 924 459 465 446 423 1.809 1.792
EBIT before special items 8 10 17 9 4 5 6 7 29 22
Invested capital 338 297 327 319 331 316 317 346 323 324
ROIC before special items p.a., % - - - - - - - - 8,8 5,0
Units, '000 50,5 53,9 104,4 101,7 50,6 51,1 49,1 47,8 201,3 198,5
UK & Ireland
Revenue 350 414 764 624 305 320 389 388 1.541 1.402
EBIT before special items 10 17 27 18 4 14 21 20 69 60
Invested capital 449 425 424 224 247 215 423 398 382 298
ROIC before special items p.a., % - - - - - - - - 16,0 15,0
Units, '000 * 29,6 31,3 60,9 51,6 25,7 25,9 25,0 27,0 112,9 103,6
Non-allocated items
Revenue 16 73 89 32 16 16 15 12 116 59
EBIT before special items 0 0 0 0 0 0 0 0 0 0

* Excluding Quayside volumes in 2014.

The invested capital in the quarter is shown as per the end of the period. For the full year and LTM, the invested capital is shown as an average.

Management statement

The Board of Directors and the Executive Board have reviewed and approved the interim report of DFDS A/S report for the period 1 January – 30 June 2015.

The interim report, which has not been audited or reviewed by the Company's auditor, has been prepared in accordance with IAS 34, "Interim Financial Reporting", as adopted by the EU, and additional Danish interim reporting requirements for listed companies.

In our opinion, the interim report gives a true and fair view of the DFDS Group's assets, liabilities and financial position at 30 June 2015 and of the results of the DFDS Group's operations and cash flow for the period 1 January – 30 June 2015.

Further, in our opinion, the Management review p. 1-9 gives a true and fair review of the development in the Group's operations and financial matters, the result of the DFDS Group for the period and the financial position as a whole, and describes the significant risks and uncertainties pertaining to the Group.

Copenhagen, 20 August 2015

Executive Board

Niels Smedegaard Torben Carlsen President & CEO CFO

Board of Directors

Chair Deputy Chair Deputy Chair

Bent Østergaard Vagn Sørensen Claus Hemmingsen

Pernille Erenbjerg Jill Lauritzen Melby

Jørgen Jensen Lars Skjold Hansen

Jens Otto Knudsen Kent Vildbæk

Page 11 /24

DFDS Group – Income Statement

2015 2014 2015 2014 2014-2015 2014
DKK m
Note
Q2 Q2 H1 H1 LTM Full year
Revenue 3,431.9 3,305.5 6,357.7 6,153.4 12,983.4 12,779.1
Costs
Operating costs -1,952.3 -2,018.9 -3,790.9 -3,944.6 -7,683.3 -7,837.0
Charter hire -146.2 -143.6 -288.0 -296.3 -565.8 -574.1
Employee costs -616.2 -574.2 -1,194.4 -1,121.5 -2,390.1 -2,317.2
Costs of sales and administration -165.9 -166.1 -305.1 -297.0 -625.5 -617.4
Operating profit before depreciation (EBITDA) and special items 551.3 402.7 779.3 494.0 1,718.7 1,433.4
Share of profit/loss of associates and joint ventures -4.7 24.4 -7.9 31.6 -14.6 24.9
Profit/loss on disposal of non-current assets, net 0.4 2.2 0.6 2.5 7.3 9.2
Depreciation, ships -158.3 -157.3 -314.0 -299.1 -633.6 -618.7
Depreciation, other non-current assets -42.9 -35.2 -84.9 -70.3 -167.8 -153.2
Impairment losses, ships and other non-current assets 0.0 0.0 -0.1 0.0 -0.7 -0.5
Operating profit (EBIT) before special items 345.8 236.8 373.0 158.7 909.4 695.1
3
Special items, net
-11.1 -13.6 -13.5 -21.5 -61.5 -69.5
Operating profit (EBIT)
2
334.7 223.2 359.5 137.2 847.9 625.6
Financial income 4.1 34.1 19.0 36.0 20.0 37.0
Financial costs -30.5 -40.1 -86.0 -73.5 -173.6 -161.1
Profit before tax 308.2 217.2 292.5 99.7 694.3 501.5
Tax on profit -46.1 -22.2 -57.7 -28.1 -97.6 -68.0
Profit for the period 262.2 195.0 234.8 71.6 596.7 433.5
Attributable to:
Equity holders of DFDS A/S
262.1 194.8 235.2 72.0 597.9 434.7
Non-controlling interests 0.1 0.2 -0.4 -0.4 -1.2 -1.2
262.2 195.0 234.8 71.6 596.7 433.5
Basic earnings per share (EPS) of DKK 100, DKK 21.7 15.5 19.5 5.7 49.1 34.9
Diluted earnings per share (EPS-D) of DKK 100, DKK 21.3 15.4 19.1 5.7 48.3 34.6

DFDS Group - Comprehensive income

2015 2014 2015 2014 2014-2015 2014
DKK m Q2 Q2 H1 H1 LTM Full year
Profit for the period 262,2 195,0 234,8 71,6 596,7 433,5
Other comprehensive income
Items that will not subsequently be reclassified to the Income statement:
Remeasurement of defined benefit pension obligations 0,3 0,0 0,5 0,0 -42,9 -43,4
Tax on items that will not be reclassified to the Income statement -0,1 0,0 0,0 0,0 8,4 8,4
Items that will not be reclassified subsequently to the Income statement 0,2 0,0 0,5 0,0 -34,5 -35,0
Items that are or may subsequently be reclassified to the Income statement:
Value adjustment of hedging instruments:
Value adjustment for the period 2,4 -22,2 48,0 6,8 -69,3 -110,4
Value adjustment transferred to operating costs 3,5 2,5 13,0 5,8 -5,0 -12,2
Value adjustment transferred to financial costs 12,7 23,8 -27,6 1,1 57,5 86,2
Foreign exchange adjustments, subsidiaries 8,2 -43,0 99,7 -29,2 18,0 -110,8
Unrealised value adjustment of securities 0,0 -0,3 -0,2 -0,6 0,0 -0,4
Unrealised impairment of securities transferred to financial costs 0,0 0,0 0,0 1,2 0,0 1,2
Realised value adjustment of securities transferred to financial costs 0,0 0,0 0,0 0,0 1,0 1,0
Items that are or may subsequently be reclassified to the Income statement 26,8 -39,2 132,7 -14,9 2,2 -145,4
Total other comprehensive income after tax 27,0 -39,2 133,2 -14,9 -32,2 -180,3
Total comprehensive income 289,1 155,8 368,0 56,7 564,5 253,2
Total comprehensive income for the period is attributable to:
Equity holders of DFDS A/S 289,1 155,6 368,3 57,1 565,7 254,5
Non-controlling interests 0,1 0,2 -0,3 -0,4 -1,2 -1,3
Total comprehensive income 289,1 155,8 368,0 56,7 564,5 253,2

The majority of amounts included in Other comprehensive income relates to Group companies which are taxed under tonnage tax schemes. There is no tax on this.

Page 13 /24

DFDS Group Balance Sheet - Assets

2015 2014 2014
Full year
521.6
30.7
103.2
60.8
740.7 578.8 716.2
124.4
541.7
7,094.5
460.3
290.6
8,511.5
24.6
24.6
19.8
98.9
155.3 167.7 167.8
9,395.6
111.7
1,660.6
53.9
169.1
101.8
0.0
694.5
3,209.8 3,343.6 2,791.6
61.8 61.8 61.7
3,271.6 3,405.4 2,853.3
12,248.9
H1
537.9
31.1
134.7
36.9
131.9
542.4
7,085.3
456.1
160.1
8,375.8
17.8
24.6
18.9
94.1
9,271.9
127.4
1,931.5
52.0
151.4
136.7
0.0
810.8
12,543.5
H1
421.1
13.6
79.4
64.7
117.4
557.4
7,020.5
354.8
379.0
8,429.1
31.6
24.6
19.5
92.0
9,175.6
143.8
1,836.6
56.6
144.7
117.5
15.0
1,029.4
12,581.0

DFDS Interim report Q2 2015

Page 14/24

DFDS Group Balance Sheet – Equity and Liabilities

2015 2014 2014
DKK m H1 H1 Full year
Share capital 1.265,0 1.330,0 1.265,0
Reserves -211,9 -237,0 -334,0
Retained earnings 4.939,2 4.937,0 4.917,0
Proposed dividends 113,9 0,0 227,7
Equity attributable to equity holders of DFDS A/S 6.106,1 6.030,0 6.075,8
Non-controlling interests 50,0 53,1 51,4
Equity 6.156,1 6.083,2 6.127,2
Interest bearing liabilities 2.262,6 2.163,2 2.924,4
Deferred tax 173,0 132,8 137,0
Pension and jubilee liabilities 337,6 279,2 322,1
Other provisions 34,5 26,9 43,6
Non-current liabilities 2.807,7 2.602,1 3.427,0
Interest bearing liabilities 797,8 1.264,4 275,0
Trade payables 1.685,5 1.753,6 1.492,9
Payables to associates and joint ventures 34,0 21,9 22,1
Other provisions 50,1 17,3 36,9
Corporation tax 23,7 21,4 19,3
Other payables 686,7 523,1 723,3
Deferred income 301,9 294,0 125,1
Current liabilities 3.579,7 3.895,7 2.694,7
Liabilities 6.387,4 6.497,8 6.121,7
Equity and liabilities 12.543,5 12.581,0 12.248,9

Page 15/24

DFDS Group – Statement of changes in Equity 1 January – 30 June 2015

Reserves
DKK m Share capital Translation
reserve
Hedging
Reserve
Revaluation
of securities
Treasury
shares
Retained
earnings
Proposed
dividends
Equity attributable
to equity holders of
DFDS A/S
Non
controlling
interests
Total
Equity at 1 January 2015 1.265,0 -224,8 -58,8 0,3 -50,6 4.917,0 227,7 6.075,8 51,4 6.127,2
Comprehensive income for the period
Profit for the period
235,2 235,2 -0,4 234,8
Other comprehensive income
Items that will not subsequently be
reclassified to the income statement:
Remeasurement of defined benefit pension
obligations 0,5 0,5 0,5
Tax on items that will not be reclassified to
the Income statement 0,0 0,0 0,0
Items that will not subsequently be
reclassified to the Income statement: 0,0 0,0 0,0 0,0 0,0 0,5 0,0 0,5 0,0 0,5
Items that are or may subsequently be
reclassified to the Income statement:
Value adjustment of hedging instruments
for the period 48,0 48,0 48,0
Value adjustment transferred to operating
costs 13,0 13,0 13,0
Value adjustment transferred to financial
costs -27,6 -27,6 -27,6
Foreign exchange adjustments, subsidiaries
Unrealised value adjustment of securities
99,6 -0,2 99,6
-0,2
0,1 99,7
-0,2
Items that are or may subsequently be
reclassified to the Income statement 0,0 99,6 33,3 -0,2 0,0 0,0 0,0 132,6 0,1 132,7
Total other comprehensive income after tax 0,0 99,6 33,3 -0,2 0,0 0,5 0,0 133,1 0,1 133,2
Total comprehensive income 0,0 99,6 33,3 -0,2 0,0 235,7 0,0 368,3 -0,3 368,0
Transactions with owners
Proposed dividend -113,9 113,9 0,0 0,0
Dividend paid -218,1 -218,1 -218,1
Dividend on treasury shares 9,6 -9,6 0,0 0,0
Acquisition, non-controlling interests
Vested regarding share-based payments
0,8
3,5
0,8
3,5
-1,0 -0,3
3,5
Purchase of treasury shares -23,7 -147,6 -171,2 -171,2
Cash from sale of treasury shares related to
exercise of share options 13,1 35,0 48,1 48,1
Other adjustments -1,1 -1,1 -1,1
Transactions with owners H1 2015 0,0 0,0 0,0 0,0 -10,6 -213,6 -113,9 -338,0 -1,0 -339,1
Equity at 30 June 2015 1.265,0 -125,2 -25,5 0,1 -61,2 4.939,2 113,9 6.106,1 50,0 6.156,1

The majority of amounts included in Other comprehensive income relates to Group companies which are taxed under tonnage tax schemes. There is no tax on this.

Page 16/24

DFDS Group – Statement of changes in Equity 1 January – 30 June 2014

Reserves Equity attributable Non
Translation Hedging Revaluation Treasury Retained Proposed to equity holders of controlling
DKK m Share capital reserve Reserve of securities shares earnings dividends DFDS A/S interests Total
Equity at 1 January 2014 1,485.6 -114.1 -22.5 -1.5 -213.5 4,943.0 186.2 6,263.2 54.9 6,318.2
Comprehensive income for the period
Profit for the period
72.0 72.0 -0.4 71.6
Other comprehensive income
Items that are or may subsequently be
reclassified to the Income statement:
Value adjustment of hedging instruments
for the period
Value adjustment transferred to operating
6.8 6.8 6.8
costs
Value adjustment transferred to financial
5.8 5.8 5.8
costs 1.1 1.1 1.1
Foreign exchange adjustments, subsidiaries
Unrealised value adjustment of securities
-29.2 -0.6 -29.2
-0.6
-29.2
-0.6
Unrealised impairment of securities
transferred to financial costs
1.2 1.2 1.2
Items that are or may subsequently be
reclassified to the Income statement
0.0 -29.2 13.7 0.6 0.0 0.0 0.0 -14.9 0.0 -14.9
Total other comprehensive income after tax 0.0 -29.2 13.7 0.6 0.0 0.0 0.0 -14.9 0.0 -14.9
Total comprehensive income 0.0 -29.2 13.7 0.6 0.0 72.0 0.0 57.1 -0.4 56.7
Transactions with owners
Dividend paid
-177.3 -177.3 -177.3
Dividend on treasury shares
Purchase of treasury shares
-27.1 8.9
-92.8
-8.9 0.0
-119.9
0.0
-119.9
Acquisition, non-controlling interests 1.0 1.0 -1.4 -0.4
Vested regarding share-based payments
Cash from sale of treasury shares related to
3.2 3.2 3.2
exercise of share options
Reduction of share capital by cancellation
1.0 2.6 3.6 3.6
of treasury shares -155.6 155.6 0.0 0.0
Other adjustments
Transactions with owners H1 2014
-155.6 0.0 0.0 0.0 129.5 -0.9
-78.0
-186.2 -0.9
-290.3
-1.4 -0.9
-291.7
Equity at 30 June 2014 1,330.0 -143.3 -8.8 -0.9 -84.0 4,937.0 0.0 6,030.0 53.1 6,083.2

The majority of amounts included in Other comprehensive income relates to Group companies which are taxed under tonnage tax schemes. There is no tax on this.

DFDS Group - Cash Flow Statement

2015 2014 2015 2014 2014-2015 2014
DKK m
Note
Q2 Q2 H1 H1 LTM Full year
Operating profit before depreciation (EBITDA) and special items 551.3 402.7 779.3 494.0 1,718.7 1,433.4
Cash flow effect from special items related to operating activities -4.5 -8.9 -14.2 -18.6 -28.4 -32.8
Adjustments for non-cash operating items, etc. -6.0 5.4 1.7 7.9 7.1 13.3
Change in working capital 94.5 84.9 93.4 184.4 -51.5 39.5
Payment of pension liabilities and other provisions -13.2 -15.2 -38.0 -25.4 -55.3 -42.7
Cash flow from operating activities, gross 622.0 468.9 822.2 642.3 1,590.6 1,410.7
Interest etc. received 21.2 45.2 79.6 60.8 128.9 110.1
Interest etc. paid -49.5 -63.3 -126.3 -101.0 -278.9 -253.6
Taxes paid -3.5 -2.7 -6.5 -3.1 -16.0 -12.5
Cash flow from operating activities, net 590.2 448.1 769.0 599.0 1,424.7 1,254.7
Investments in ships including dockings, rebuildings and ships under construction -132.9 -249.4 -214.4 -454.7 -617.5 -857.9
Sale of ships 88.7 0.0 88.7 0.0 88.7 0.0
Investments in other non-current tangible assets -5.8 -3.4 -23.3 -11.1 -123.9 -111.7
Sale of other non-current tangible assets -3.7 3.0 6.8 6.1 39.5 38.8
Investments in non-current intangible assets -10.5 -13.5 -17.4 -26.2 -45.2 -54.0
Investments in other non-current assets, net 0.0 0.0 0.0 0.0 0.1 0.1
Acquisition of enterprises, associates, joint ventures and activities
4
2.2 0.0 -6.8 18.8 -110.5 -84.8
Sale of activities 0.0 0.0 0.0 0.9 0.0 0.9
Cash flow to/from investing activities, net -62.0 -263.3 -166.4 -466.2 -768.9 -1,068.7
Proceed from loans secured by mortgage in ships 0.0 74.5 0.0 74.5 578.1 652.6
Repayment and instalments of loans secured by mortgage in ships -33.3 -333.6 -119.2 -484.7 -1,140.6 -1,506.1
Change in other non-current investments, net 0.1 0.0 12.9 0.0 13.0 0.1
Change in other financial loans, net -24.3 -0.5 -25.0 -44.4 338.9 319.5
Payment of financial lease liabilities -5.3 -4.2 -10.7 -8.4 -49.2 -46.9
Change in operating credits -10.4 126.8 -24.4 1.5 -159.1 -133.2
Change in loan to associates and joint ventures 0.7 -1.1 1.9 -7.3 4.6 -4.6
Proceeds from issuance of corporate bonds 0.0 498.3 0.0 498.3 -0.1 498.3
Acquisition of non-controlling interests -0.2 -0.4 -0.3 -0.4 -0.5 -0.6
Acquisition of treasury shares -81.3 -85.5 -171.2 -113.6 -352.5 -294.9
Cash received from exercise of share options 10.0 1.8 48.1 3.6 67.7 23.2
Goverment grants related to purchase of assets 0.0 0.0 12.8 0.0 21.7 9.0
Dividends paid 0.0 -177.3 -218.1 -177.3 -218.1 -177.3
Cash flow to/from financing activities, net -143.9 98.8 -493.2 -258.2 -896.0 -661.0
Net increase (decrease) in cash and cash equivalents 384.3 283.6 109.4 -125.4 -240.2 -475.0
Cash and cash equivalents at beginning of period 425.6 758.8 694.5 1,166.4 1,044.4 1,166.4
Foreign exchange and value adjustments of cash and cash equivalents 1.0 2.0 7.0 3.4 6.6 3.0
Cash and cash equivalents at end of period 810.8 1,044.4 810.8 1,044.4 810.8 694.5

As of 30 June 2015 cash and cash equivalents includes listed bonds of DKK 0 (30 June 2014: DKK 15.1m).

The above cannot be derived directly from the income statement and the balance sheet.

DFDS Interim report Q2 2015

Page 18/24

Noter

Note 1 Accounting policies

This interim report has been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the EU and additional Danish disclosure requirements for interim reports of listed companies. The interim report has been prepared using the same accounting policies as for the annual report for 2014. DFDS has adopted all new, amended or revised accounting standards and interpretations (IFRSs) endorsed by the EU effective for the accounting period beginning on 1 January 2015. These IFRSs have not had any material impact on the Group's interim report.

Due to the high seasonality in DFDS' business, financial information for the twelve months up to the end of the interim period (i.e. LTM, last twelve months) and full year 2014 is included in the interim report as comparative information.

Note 2 Segment information

DKK m Shipping Division Logistics Division Nonallocated Total H1 2015 External revenue 3,904.2 2,447.1 6.4 6,357.7 Intragroup revenue 306.1 10.9 149.2 466.3 Total revenue 4,210.3 2,458.1 155.6 6,824.0 Operating profit (EBIT) before special items 358.6 62.9 -48.6 373.0 Operating profit after special items (EBIT) 349.7 62.9 -53.1 359.5 Shipping Division Logistics Division Nonallocated Total H1 2014 External revenue 3,869.7 2,278.1 5.6 6,153.4 Intragroup revenue 285.6 17.4 133.5 436.5 Total revenue 4,155.3 2,295.5 139.1 6,589.9 Operating profit (EBIT) before special items 149.2 50.3 -40.8 158.7 Operating profit after special items (EBIT) 144.4 52.2 -59.4 137.2

Note 3 Special items

DKK m

2015 2014
H1 H1
Gain regarding sale of the ro-ro freight ship Flandria Seaways 12.3 -
Cost relating to ONE Finance project -4.5 -18.6
Adjustment of estimated net present value of earn out to seller
regarding the route Kapellskär-Paldiski acquired in 2011
-21.3 -4.7
Badwill regarding the acquisition of Stef Transport Limited and Seagull
Transport Limited and gain from sale of the activities located in
Boulogne sur Mer to STEF - 1.8
Special items, net -13.5 -21.5

DFDS Interim report Q2 2015

Page 19/24

Note 4 Acquisition of enterprises and sale of activities

H1 2015

Acquisition

1 February 2015 the DFDS Group obtained control and 100% ownership of the logistics activities from Beltrin S.R.O. in Czech Republic. The activities are included in Business Unit Continent. 2 March 2015 the DFDS Group acquired certain logistics activities, including employees, certain operating assets and lease agreements of operating equipment, from Volvo AB in Sweden. The activities are included in Business Unit Nordic.

Estimated total yearly revenue of the two acquired activities is around DKK 100m. Total purchase price for the two activities is DKK 7m. The impact from the acquisitions on revenue and EBIT in the Q2 report is insignificant. Transaction costs were insignificant and have been expensed as part of administration costs. The purchase price allocation is still not finalised.

H1 2014

Quayside Group Acquisition - as from 1 July 2014

On 1 July 2014 the acquisition of Quayside Group was completed and the DFDS Group obtained control as from this date. After the acquisition the DFDS Group has 100% ownership of the acquired companies. The acquired companies are consolidated in the consolidated financial statements of DFDS A/S as from this date.

The acquisition is 100% made by the subsidiary DFDS Logistics Partners Limited and the acquired companies are after the acquisition included in Business Unit UK & Ireland.

DFDS pay DKK 102.8m for the acquisition of the Group. In addition, two earn-out agreements have been entered into according to which DFDS based on the acquired Group's financial performance for 2014 and 2015 may pay an additional cash consideration in the range of DKK 0-23.3m.

Based on the expectations to the acquired Group's earnings for 2014 and 2015 the earn-out agreements are estimated to DKK 23.3m. Consequently, the total purchase price is calculated at DKK 126.1m.

In connection with the acquisition DFDS has measured identifiable intangible assets in the form of customer relations which are recognised in the acquisition balance sheet at their fair value. The fair value of customer relations is preliminary calculated to DKK 19.0m on the acquisition date.

Following recognition of acquired identifiable assets and liabilities at their fair value, the goodwill related to the acquisition has preliminary been measured at DKK 103.0m. The goodwill represents the value of assets whose fair value cannot be reliably measured, including the value of the staff and know-how taken over, expected synergies from combining the aqcuired Group with the existing DFDS activities. The valuation of these assets is either subject to great uncertainty or beyond DFDS' control. Accordingly, these fair values are deemed not to be reliable.

Goodwill relates to Business Unit UK & Ireland.

Trade receivables have been recognised at the acquisition date at a fair value of DKK 35.1m which is DKK 0.9m lower than their gross value.

DFDS Group incurred transaction costs of DKK 0.3m, which are recognised in the income statement.

Page 20/24

Note 4 Acquisition of enterprises and sale of activities (continued)

STEF Acquisition - as from 1 February 2014

On 31 January 2014 the acquisition of the two Scottish companies STEF Transport Limited and Seagull Transport Limited from STEF was completed and the DFDS Group obtained control as from this date. After the acquisition the DFDS Group has 100% ownership of the acquired companies. The acquired companies are consolidated in the consolidated financial statements of DFDS A/S as from this date.

The acquisition is 100% made by the subsidiary DFDS Logistics Limited and the acquired companies are after the acquisition included in Business Unit UK & Ireland.

DFDS pay DKK 17.0m for the acquisition of the companies.

The acquisition has a positive liquidity effect of DKK 18.8m as cash at hand and in bank in the acquired companies amounts to DKK 35.8m whereas the cash consideration paid amounts to DKK 17.0m.

Following recognition of identifiable assets and liabilities at their fair value, the badwill related to the acquisition has preliminary been measured at DKK 0.9m. The acquired companies have been loss making and after the remeasurement of acquired net assets to fair value a badwill of DKK 0.9m occur, which is recognised as income under Special items in H1 2014.

Trade receivables have been recognised at the acquisition date at a fair value of DKK 11.3m which is DKK 1.4m less than their gross value.

DFDS Group incurred transaction costs of DKK 0.6m, which are recognised in the income statement.

As a part of the transactions the continental distribution and handling activities of DFDS Logistics located in Boulogne sur Mer were sold to STEF as per 31 January 2014. The activities were part of the Business Unit UK and Ireland. The transferred activities included six employees, transport contracts and lease of buildings in Boulogne sur Mer. The sales price amounts to DKK 0.9m. No balance sheet items were transferred. The sale results in a gain of DKK 0.9m which is recognised as income under Special items in H1 2014.

Preliminary fair value at
acquisition date
DKK million STEF Quayside Group
Acquisition (as Acquisition (as
from 1/2-2014) from 1/7-2014)
Non-current intangible assets 0.0 19.0
Non-current tangible assets 9.2 95.3
Deferred tax asset 14.0 8.3
Non-current assets 23.2 122.6
Receivables 11.7 44.9
Cash at hand and in bank 35.8 2.9
Current assets 47.5 47.8
Assets 70.7 170.4
Interest bearing debt 44.4 62.6
Non-interest bearing debt 0.0 10.6
Non-current liabilities 44.4 73.2
Trade payables 5.4 17.7
Interest bearing debt 0.0 37.4
Other current liabilities 3.0 19.0
Current liabilities 8.4 74.1
Liabilities 52.8 147.3
Fair value of acquired net assets 17.9 23.1

Page 21/24

Note 4 Acquisition of enterprises and sale of activities (continued)

Preliminary fair value at
acquisition date (continued)
DKK million STEF
Acquisition (as
from 1/2-2014)
Quayside Group
Acquisition (as
from 1/7-2014)
Total purchase price
Cash consideration 17,0 102,8
Deferred consideration (estimated fair value of Earn-Out) 0,0 23,3
Fair value of total purchase price 17,0 126,1
Goodwill/ (badwill) at acquisition -0,9 103,0

Of the Group's total revenue of DKK 6,153.4m for the period 1 January - 30 June 2014 DKK 26.0m relates to the STEF acquisition (consolidated from 1 February 2014). Of the Group's profit before tax of DKK 99.7m for the period 1 January - 30 June 2014 DKK 0.0m relates to the STEF acquisition.

Had the acquisitions occurred at the beginning of the financial year, the Group's total revenue for the period 1 January - 30 June 2014 would estimated amount to approximately DKK 6,270.0m, and result before tax would estimated amount to approximately DKK 105.5m.

Note 5 Fair value measurement of financial instruments

The table below discloses fair value and carrying amount of financial instruments measured at fair value in the balance sheet. Furthermore, categorisation of the valuation method according to the the fair value hierarchy is stated.

H1 2015 H1 2014
DKK m Fair Carrying Fair Carrying
value amount value amount
Financial assets
Financial assets available for sale (Level 1) 0,5 0,5 16,0 16,0
Derivatives (Level 2) 6,7 6,7 3,8 3,8
Assets held for sale (non-recurring fair value
measurement) (Level 3) 61,8 61,8 61,8 61,8
Financial liabilities
Derivatives (Level 2)
214,1 214,1 144,0 144,0

Transfers between levels of the fair value hierarchy are considered to have occured at the date of the event or change in circumstances that caused the transfer.

There were no transfers between the levels in the fair value hierarchy in H1 2015.

Techniques for calculating fair values

Derivatives

DFDS' usage of derivatives includes interest rate swaps, bunker swaps, forward exchange contracts and currency swaps. The fair values on interest rate swaps have been calculated by discounting the expected future interest payments. The discount rate for each interest payment is estimated on the basis of a swap interest curve, which is calculated based on a wide spread of market interest rates. The fair value on forward exchange contracts are based on interest curve calculations in DFDS' Treasury system. Calculations are based on a spread of market interest rates in the various currencies. Calculation on bunker swaps are based on quoted forward curve from various financial institutions.

Financial assets available for sale

Financial assets available for sale measured at level 1 are listed shares (2014: and bonds) and is measured at the quoted prices.

Financial assets available for sale also comprise other shares and equity investments as well as other investments of DKK 18.4m (2014: DKK 18.5m). These are some minor unlisted enterprises and holdings. They are measured at cost reduced by write-downs, if any, and consequently, they are not included in the fair value hierarchy.

Assets held for sale

Assets held for sale (non-recurring fair value measurement) comprise the former Norfolkline domicile in Scheveningen with a carrying amount of DKK 13.5m (2014: DKK 13.5m) and the ropax ship Vilnius Seaways with a carrying amount of DKK 48.3m (2014: DKK 48.3m). The fair value of the building is based on a valuation made by an independent real estate broker etc., and the fair value of the ship is based on valuations from independent ship brokers etc.

Note 6 Supplementary financial information on the Parent company

As a result of DFDS A/S' issuance of corporate bonds on Oslo Stock Exchange there is a requirement to provide certain supplementary financial information on the parent company. The following financial information is prepared in accordance with the accounting policies etc. applied by DFDS for the parent company, ref. description in the financial statements for 2014.

DKK m

2015 2014 2014-2015 2014
H1 H1 LTM Full year
Income statement
Revenue 3.222,9 3.097,7 6.695,1 6.583,2
Operating profit before depreciation (EBITDA) and special items 452,2 318,0 987,5 866,6
Operating profit (EBIT) before special items 267,8 160,7 620,4 526,6
Special items, net 14,3 -6,4 -21,7 -42,4
Operating profit (EBIT) 282,1 154,3 598,7 484,2
Profit before tax 270,4 135,8 557,6 429,6
Profit for the period 267,3 134,0 551,6 424,9
Assets
Non-current intangible assets 260,5 232,2 - 251,0
Non-current tangible assets 3.275,8 3.362,8 - 3.449,6
Investments in affiliated companies, associates and joint ventures 3.877,4 3.937,2 - 3.876,8
Other non-current assets 18,8 658,6 - 19,9
Non-current assets 7.432,5 8.190,8 - 7.597,3
Current receivables from affiliated companies 2.330,6 2.035,8 - 1.970,4
Receivables from associates and joint ventures 50,9 49,3 - 49,1
Other current assets
Current assets *)
1.483,4
3.865,0
1.539,2
3.624,2
-
-
1.195,5
3.215,0
Assets 11.297,5 11.815,0 - 10.812,3
*) hereof cash and securities 630,0 752,6 - 508,0
Equity and liabilities
Equity 4.553,6 4.503,5 - 4.583,7
Other non-current liabilities 2.208,3 2.004,6 - 2.773,9
Non-current liabilities 2.208,3 2.004,6 - 2.773,9
Current liabilities to affiliated companies 2.849,3 3.105,7 - 2.226,4
Other current liabilities 1.686,3 2.201,2 - 1.228,4
Current liabilities 4.535,6 5.306,9 - 3.454,8
Equity and liabilities 11.297,5 11.815,0 - 10.812,3
Equity ratio, % 40,3% 38,1% - 42,4%
Net interest bearing debt 2.497,8 2.679,5 - 2.521,4

The parent company's revenue increased by DKK 125.2m, equivalent to 4%. Operating profit before depreciation and special items (EBITDA) increased from DKK 318.0m to DKK 452.2m.

Special items is a net gain of DKK 14.3m related to a cost on project ONE Finance (DKK -1.0m), an adjustment of earn out to seller of Kapellskär-Paldiski route (DKK -21.3m) and a gain on sale of two ships (DKK 36.6m).

The parent company's net interest bearing debt decreased from DKK 2,521.4m at 31 December 2014 to DKK 2,497.8m at 30 June 2015, equivalent to DKK -23.6m.

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Definitions

Operating profit before depreciation
(EBITDA)
Profit before depreciation and impairment on non-current assets
Operating profit (EBIT) Profit after depreciation and impairment on non-current intangible and tangible assets
Operating profit margin Operating profit (EBIT) before special items
× 100
Revenue
Net operating profit after taxes
(NOPAT)
Operating profit (EBIT) minus payable tax for the period adjusted for the tax effect of net finance
cost
Invested capital Net working capital (non-interest bearing current assets minus non-interest bearing current liabili
ties) plus non-current intangible and tangible assets minus pension and jubilee liabilities and
other provisions
Net Interest-bearing debt Interest-bearing liabilities (excluding provision for pensions) minus interest-bearing assets minus
cash and securities
LTM Last twelve months
Return on invested capital (ROIC) Net operating profit after taxes (NOPAT)
× 100
Average invested capital
Weighted average cost of capital
(WACC)
The average cost of capital in percent for equity and debt weighted in relation to the capital struc
ture
Free cash flow (FCFF) Cash flow from operating activities excluding net interest received and paid minus cash flow from
net investments
Return on equity Profit for the period excluding non-controlling interests
× 100
Average equity excluding non-controlling interests
Equity ratio Equity at end of period
× 100
Total assets
Earnings per share (EPS) Profit for the period excluding non-controlling interests
Weighted average number of ordinary shares in circulation × 100
P/E ratio Share price at the end of the period
× 100
Earnings per share (EPS)
Dividend per share Dividend for the year
Number of shares at the end of the period × 100

Roundings may in general cause variances in sums and percentages in this report.