DFDS — Proxy Solicitation & Information Statement 2026

Feb 19, 2026

DFDS

Date: 19 February 2026

Notice convening the

2026 Annual General Meeting

Shareholders of DFDS A/S are invited to the Annual General Meeting on Wednesday 25 March 2026 at 14:30 (CET) at DFDS House in Copenhagen.

Read more at www.dfds.com

Company reg. (CVR) no. 14194711

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

Wednesday 25 March 2026 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 general meeting takes note of 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 2025 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 2025 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 2025 is adopted by advisory vote.

The 2025 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, Minna Aila and Kristian V. Mørch.

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

1. 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.

1. Proposals from the Board of Directors

7.A. Approval of remuneration of the Board of Directors for 2026

The board remuneration for 2026 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 2026:
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

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discharging their duties to shareholders for example, travel, subsistence, accommodation and training costs.

MAJORITY REQUIREMENTS AND SHARE CAPITAL

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

The share capital of the Company is DKK 1,124,310,980 divided into 56,215,549 shares of nominally DKK 20 each. Each share of DKK 20 carries one vote.

REGISTRATION DATE, PARTICIPATION AND VOTING RIGHT

The registration date is Wednesday 18 March 2026.

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 Friday 20 March 2026 at 23:59 CET:

• By registering electronically at the website of Euronext Securities, www.euronext.com/cph-agm or at the Company's website www.dfds.com/en/about/investors/general-meetings; or
• By sending an e-mail to CPH-investor@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.

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/general-meetings or at www.euronext.com/cph-agm

Alternatively, the proxy and postal vote form may be downloaded from www.dfds.com/en/about/investors/general-meetings, printed and sent by email to CPH-investor@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 Friday 20 March 2026 at 23:59 CET.

The postal vote must be received by Euronext Securities no later than Tuesday 24 March 2026 at 12:00 CET.

ADDITIONAL INFORMATION

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

• Notice convening the annual general meeting including agenda and complete proposals.

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• 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 2025 annual report
• The 2025 remuneration report
• Appendix 1: 2026 List of Candidates
• 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 13:30 CET.

Refreshments will be served before 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/general-meetings

Copenhagen, Thursday 19 February 2026

The Board of Directors

APPENDICES:

Appendix 1: 2026 List of Candidates for the Board of Directors

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