DFDS — Proxy Solicitation & Information Statement 2019

Feb 22, 2019

DFDS

NOTICE CONVENING THE 2019 ANNUAL GENERAL MEETING OF DFDS A/S

DFDS A/S (company no. 14194711) holds its annual general meeting

Tuesday, 26 March 2019 at 02.00pm

at Radisson Blu Scandinavia Hotel, Amager Boulevard 70,

2300 Copenhagen, DK

DFDS A/S

Sundkrogsgade 11

2100 Copenhagen

Denmark

CVR. 14 19 47 11

www.dfds.com

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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 the Company's 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 2018 and that discharge of liability is granted to the Management and the Board of Directors.

1. The Board of Directors' proposal for appropriation of profit in accordance with the approved annual report

The Board of Directors proposes that a dividend of DKK 4 per share is distributed from the profit of the year and other funds available for distribution.

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 a period of one year.

Jørgen Jensen does not seek re-election.

The Board of Directors proposes re-election of Vice CEO Claus V. Hemmingsen, Team Leader Jill Lauritzen Melby, Managing Director Klaus Nyborg, CEO Marianne Dahl Steensen, CFO Anders Götzsche and election of one additional member to be announced by the Company in advance through a company announcement or at the annual general election.

A description of the candidates' competences and executive functions in other companies is attached as appendix 1.

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DFDS

5. Appointment of auditor

The Board of Directors proposes re-election of Ernst & Young P/S 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.

6. Proposals from the Board of Directors

6.a Approval of remuneration of the Board of Directors for 2019

The board remuneration for 2019 is submitted for approval by the general meeting in accordance with the Recommendations of the Danish Committee on Corporate Governance.

1. Annual remuneration for the board members is proposed to be changed to DKK 375,000 for each of the board members, DKK 750,000 for the Vice Chairman and DKK 1,125,000 for the Chairman.
2. Additional annual remuneration for the members of the Company's Audit Committee is proposed to be changed to DKK 250,000 for the Chairman of the committee and DKK 125,000 for each of the remaining members of the committee.
3. Additional annual remuneration for the members of the Company's Nomination Committee is proposed to remain unchanged; DKK 50,000 for each member of the committee.
4. Additional annual remuneration for the members of the Company's Remuneration Committee is proposed to be introduced at an amount of DKK 50,000 for each member of the committee.

6.b Authorisation to the Board of Directors to acquire own shares

The Board of Directors proposes the general meeting to authorise the Board of Directors during the period until 26 March 2023 to allow the Company to acquire own shares up to 5,860,000 shares corresponding to a nominal share value of DKK 117,200,000, however, 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.

6.c Remuneration policy

The remuneration policy for the Company's management and employees as revised and adopted by the Board of Directors is submitted for approval by the general meeting. The remuneration policy has been revised so that the Board of Directors may award share options and/or restricted stock units. Further the policy has been revised so that the members of the Remuneration Committee receive a separate fee in their capacity as members of the Committee.

The proposed remuneration policy is attached as appendix 2 and available on the Company's website www.dfds.com/en/about/investors/general-meetings.

DFDS A/S
Sundkrogsgade 11
DK-2100 Copenhagen
Denmark
CVR. 14 19 47 11
www.dfds.com

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DFDS

Majority requirements and share capital

All items on the agenda are adopted by a simple majority vote.

The share capital of the Company is DKK 1,172,631,560 divided into 58,631,578 shares of DKK 20 each. Each share of DKK 20 carries one vote.

Record date, participation and voting right

The record date is Tuesday, 19 March 2019.

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

Requesting admission cards

Access to the general meeting is conditional on the shareholder applying for admission card no later than Friday, 22 March 2019.

DFDS A/S will, to the extent possible, send out admission cards by email. This requires that the shareholder's email address is registered on the Investor Portal. If this is not the case, it will be possible for the shareholder to enter his or her email address when applying for admission. After having applied, the shareholder will receive by email an admission card as a PDF file. The admission card may be presented as a print-out or on a smart phone or tablet. If the shareholder forgets to bring his or her admission card to the general meeting, it can be reprinted against presentation of appropriate proof of identification. Voting forms will be handed out at the entry to the general meeting.

If the shareholder does not have an email address, it is still possible to request to receive admission card by ordinary mail.

Admission cards may be requested at VP Investor Services A/S by phone +45 4358 8893, fax +45 4358 8867, on VP Investor Services A/S' website www.vp.dk/agm or the Company's website www.dfds.com/en/about/investors/general-meetings.

Proxy

A proxy may be submitted either through VP Investor Services A/S' website www.vp.dk/agm or the Company's website www.dfds.com/en/about/investors/general-meetings.

The proxy form may be downloaded on www.dfds.com/en/about/investors/general-meetings, printed and sent by fax to +45 4358 8867, by email to vpinvestor@vp.dk or by ordinary mail to VP Investor Services A/S, Weidekampsgade 14, 2300 Copenhagen, DK.

The proxy must be received by VP Investor Services A/S no later than Friday, 22 March 2019 unless the proxy is submitted on the basis of an admission card requested within the time stated.

Vote by correspondence

Shareholders may vote by correspondence either through VP Investor Services A/S' website www.vp.dk/agm or the Company's website www.dfds.com/en/about/investors/general-meetings.

DFDS A/S
Sundkrogsgade 11
DK-2100 Copenhagen
Denmark
CVR. 14 19 47 11
www.dfds.com
Page 3 of 4

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DFDS

The form for voting by correspondence may be downloaded on www.dfds.com/en/about/investors/general-meetings, printed and sent by fax to +45 4358 8867, by email to vpinvestor@vp.dk or by ordinary mail to VP Investor Services A/S, Weidekampsgrade 14, 2300 Copenhagen, Denmark.

The vote by correspondence must be received by VP Investor Services A/S no later than Monday, 25 March 2019 at 12.00pm.

Additional information

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

• 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 at the annual general meeting, including
• The annual report for 2018
• Appendix 1: List of candidates 2019
• Appendix 2: Remuneration policy
• Registration form
• Proxy and vote by correspondence form

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

Practical information

The doors to the DFDS area at the Radisson Blu Scandinavia Hotel will open at 01.00pm.

Refreshments will be served.

DFDS A/S
Sundkrogsgrade 11
DK-2100 Copenhagen
Denmark
CVR. 14 19 47 11
www.dfds.com
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Copenhagen, 22 February 2019
The Board of Directors