DSV

You are hereby invited to attend the Annual General Meeting of DSV A/S to be
held on

Thursday, 10 March 2016 at 3:00 p.m. at the offices of
DSV A/S
At Hovedgaden 630, 2640 Hedehusene, Denmark
Doors open at 2:00 p.m.

Light refreshments will be served before the Annual General Meeting.

1 Agenda

Report of the Board of Directors and the Executive Board on the
activities of the
Company in 2015.
Presentation and adoption of the 2015 Annual Report with the audit
report.
Approval of the proposed remuneration of the Board of Directors for
the current
financial year.
Resolution on the appropriation of profits or coverage of losses as
per the approved
2015 Annual Report.
Election of members for the Board of Directors.
Election of auditor(s)
Proposed resolutions:

7.1 Proposed reduction of the share capital and accordingly
amendment of Article 3
of the Articles of Association.

7.2 Proposed amendment of the general guidelines for the
Company's incentive pay
for employees of DSV A/S.

7.3 Proposed authorisation to acquire treasury shares and
accordingly amendment
of Article 4c of the Articles of Association.

7.4 Proposed authorisation to increase the share capital and
accordingly amend-
ment of Articles 4a1, 4a1a, 4a2 and 4a3 of the Articles
of Association.
Any other business.

2 Explanation of the proposed resolutions

Re item 3 on the agenda

The Board of Directors proposes the following remuneration of its members for
2016 (unchanged compared to 2015):

A basic fee of DKK 400,000 for each ordinary Board member.

Re item 4 on the agenda

Resolution on the appropriation of profits or coverage of losses as per the
approved 2015 Annual Report.

The Board of Directors proposes a dividend per share of DKK 1.70.

Re item 5 on the agenda

Election of members for the Board of Directors.

Members up for election:

Kurt K. Larsen

Annette Sadolin

Birgit W. Nørgaard

Thomas Plenborg

Robert Steen Kledal

Jørgen Møller

All members stand for re-election.

The Board of Directors proposes re-election of all nominated candidates.
Background information on the candidates is attached.

Re item 6 on the agenda

Election of auditor(s).

The Board of Directors proposes the re-election of Ernst & Young P/S (Central
Business Register (CVR) No. 30 70 02 28).

Re item 7.1 on the agenda

Proposed resolution from the Board of Directors on reduction of the share
capital and accordingly amendment of Article 3 of the Articles of Association.

Background

Since the Annual General Meeting held on 12 March 2015, the Company has
acquired treasury shares, some of which were sold in connection with the share
capital increase in November 2015. Some of the treasury shares acquired and
still held in the Company’s portfolio will be used to cover the Company's
incentive programmes, and it is proposed that the remaining treasury shares be
cancelled to the effect that the share capital is reduced by treasury shares of
a nominal value of DKK 2,499,999. After the reduction, the nominal value of the
Company's share capital will be DKK 190,000,000.

Pursuant to section 188 of the Danish Companies Act (selskabsloven), notice is
hereby given that the purpose of the capital reduction is to cancel part of the
Company's portfolio of treasury shares. According to the practice of the Danish
Business Authority (Erhvervsstyrelsen), this is comparable to a capital
reduction for distribution to shareholders, see section 188(1)(ii) of the
Companies Act.

In connection with the capital reduction, it is proposed to amend Article 3 of
the Articles of Association to reflect the resolution to reduce the share
capital.

As a result of the capital reduction, Article 3 of the Articles of Association
will be amended to read as follows:

'The Company's share capital amounts to DKK 190,000,000.'

Prior to the implementation of the capital reduction, the Company's creditors
will be requested to file any claims they may have against the Company within a
period of four weeks. The request will be published through the IT system of
the Danish Business Authority. The capital reduction will be implemented after
the expiry of the four-week period.

Re item 7.2 on the agenda

Proposed resolution from the Board of Directors to amend the general guidelines
for the Company's incentive pay for employees of DSV A/S.

Background

For a number of years, the Company has adhered to general guidelines for the
Company's incentive pay for employees of DSV A/S, covering a broad-based
incentive programme with the participation of a relatively large portion of the
Group's employees. According to the guidelines, the grant of share options is
subject to several requirements and restrictions, including an upper limit for
the market value of share options granted to the employees of the Group of DKK
100 million annually.

In light of the rise in the share price in recent years and expected future
grants to employees taken over in connection with the Company's acquisition of
UTi Worldwide Inc., it is expected that the level of options granted in
previous years cannot be maintained without exceeding the annual ceiling of DKK
100 million.

It is therefore proposed that the following item be deleted from the general
guidelines for the Company's incentive pay for employees of DSV A/S:

'(A) The theoretical market value of all share options granted to Company
Employees for the year, calculated on the basis of the Black & Scholes model at
the date of grant and applying the usual market assumptions, may not exceed an
amount of DKK 100 million in any one year.'

It should be emphasised that the amendment of the guidelines will not imply any
changes to the principles for granting applied so far, nor to the remaining
requirements and restrictions on the upper limit for granting share options set
out in the guidelines.

As a result of the amendment proposed above, Article 4b of the Articles of
Association will be amended to read as follows:

'At the Annual General Meeting held on 10 March 2016, the general meeting
resolved to adopt new general guidelines for the Company's incentive pay for
employees of DSV A/S.

The guidelines are available on the Company's website (www.dsv.com).'

A draft of the revised general guidelines is available on the Company's website.

Re item 7.3 on the agenda

Proposed resolution from the Board of Directors to grant authorisation to
acquire treasury shares and accordingly to amend Article 4c of the Company's
Articles of Association.

Background

For the purposes of maintaining an active capital allocation policy and
covering the incentive programmes of the Company, a proposal is made to grant a
new five-year authorisation to the Board of Directors to resolve to acquire
treasury shares of a nominal value of up to DKK 19,000,000 of the share
capital, corresponding to 10 per cent of the capital, provided that the
Company's portfolio of treasury shares may not exceed 10 per cent of the
Company's share capital at any time.

It is proposed to amend the wording of Article 4c of the Company's Articles of
Association as follows:

'In the five-year period after the Annual General Meeting held on 10 March
2016, the Company may acquire treasury shares of a nominal value of up to DKK
19,000,000 of the share capital following a resolution by the Board of
Directors. The consideration for treasury shares may not deviate by more than
5% from the most recently quoted market price of the shares at the date of
acquisition.'

Re item 7.4 of the agenda

The Board of Directors proposes that the dates of expiry of the authority
granted to the Board of Directors to increase the share capital, with or
without pre-emptive rights, stated in Articles 4a1 and 4a2 of the Articles of
Association be replaced by a new date, which is to be fixed at 10 March 2021.
At the same time, it is proposed that the maximum issuance of new shares be
changed to a nominal value of DKK 38,000,000, corresponding to 20 per cent of
the share capital.

Background

As the existing authorisation was partly utilised in connection with the
capital increase in November 2015 and as the Board of Directors wishes to
maintain the highest flexibility possible to increase the Company's share
capital, if deemed necessary, it is proposed to grant the Board of Directors a
new five-year authorisation to increase the share capital through one or more
issues by the issuance of new shares of a nominal value of up to DKK 38,000,000
effected by payment in cash as well as in any other manner. The Board of
Directors may decide that the issuance of new shares is to be made without
pre-emptive rights for existing shareholders if shares are issued at market
price, or that the issuance of new shares is to be made with pre-emptive rights
for existing shareholders. Further, the Board of Directors may decide that a
capital increase can only be subscribed for by one or more named investors, by
creditors' conversion of debt, or as full or partial payment for acquisition of
an existing enterprise or specific assets. The new shares must be negotiable
instruments and must be registered in the names of the holders. No restrictions
will apply to the transferability of the new shares.

It is proposed to amend the wording of Article 4a1 of the Company's Articles of
Association as follows:

'Article 4a1

In the period until 10 March 2021, the share capital may be increased through
one or more issues by the issuance of new shares of a nominal value of up to
DKK 38,000,000 following a resolution by the Board of Directors. The increase
may be effected by payment in cash as well as in any other manner.

The shares are to be issued at market price, and the subscription is to be made
without pre-emptive rights for existing shareholders. The Board of Directors
may decide that the capital increase can only be subscribed for by one or more
named investors, by creditors' conversion of debt, or as full or partial
payment for acquisition of an existing enterprise or specific assets.

The new shares are negotiable instruments and shall convey the same rights as
the Company's existing shares. The new shares must be registered in the names
of the holders. No restrictions shall apply to the transferability of the new
shares, see Article 5. The Board of Directors shall lay down any other
conditions for effecting the capital increase.'

It is proposed to amend the wording of Article 4a2 of the Company's Articles of
Association as follows:

'Article 4a2

The subscription is to be made with pre-emptive rights for existing
shareholders. The Board shall determine the subscription price.

It is proposed to amend the wording of Article 4a3 of the Company's Articles of
Association as follows:

'Article 4a3

The nominal capital increase which the Board may decide upon pursuant to
Article 4a1 and Article 4a2 cannot exceed DKK 38,000,000 in total.'

The current provision stipulated in Article 4a1a of the Articles of Association
is deleted.

3 Adoption requirements

The following requirements must be satisfied for proposed resolutions to be
considered adopted:

The resolutions proposed under items 2 to 6 and 7.2 can be adopted by a
simple majority of votes.
The resolutions proposed under items 7.1, 7.3 and 7.4 can be adopted if at
least two thirds of both the votes cast and the share capital represented
at the general meeting are in favour of the individual proposal.

4 Amount of share capital and shareholders' voting rights

Pursuant to section 97 of the Companies Act, notice is hereby given that the
Company's nominal share capital amounts to DKK 192.499,999 and is divided into
192,499,999 shares of DKK 1 each. Each nominal share amount of DKK 1 entitles
the holder to one vote.

5 Attendance at the Annual General Meeting and voting

In order to attend and vote at the Annual General Meeting, the following
conditions apply:

The voting rights attaching to the shares and exercisable by the shareholders
at the Company's general meetings or by post are determined by the proportion
of the shares held by the individual shareholders on the record date.

The record date is Thursday, 3 March 2016.

The shares held by each of the Company's shareholders on the record date will
be calculated at the end of the record date at 11:59 p.m. The calculation is
made on the basis of the shares registered in the register of shareholders and
duly evidenced notices to the Company about any acquisition of shares not yet
registered in the register of shareholders, but received by the Company before
the end of the record date.

Only persons registered as shareholders on the record date (3 March 2016) are
entitled to attend and vote at the Annual General Meeting, but see below
regarding shareholders' timely request for admission cards.

Shares transferred or acquired in the period between the record date and the
Annual General Meeting do not affect the voting rights at the Annual General
Meeting or the right to vote by post prior to the meeting.

Admission cards

In order to attend the Company's general meeting, shareholders must have
requested an admission card no later than on Friday, 4 March 2016 at 11.59 p.m.
on DSV's online InvestorCenter accessible through the Company's website at
http://investor.dsv.com/agm.cfm. Admission cards will be issued only to
shareholders holding shares in the Company on the date of registration.

Admission cards may also be requested on the website of Computershare A/S,
www.computershare.dk, until Friday, 4 March 2016 at 11.59 p.m., or by
contacting Computershare A/S by telephone on +45 4546 0999 until Friday, 4
March 2016 at 4:30 p.m.

Appointment of proxy

Shareholders who are prevented from attending can also vote by proxy.

A proxy can be appointed electronically on DSV's online InvestorCenter
accessible through the Company's website at http://investor.dsv.com/agm.cfm, or
the website of Computershare A/S, www.computershare.dk, until Friday, 4 March
2016 at 11.59 p.m.

A proxy can also be appointed in writing using a proxy form, which is available
on the Company's website at http://investor.dsv.com/agm.cfm. Signed proxy forms
must be posted to Computershare A/S, Kongevejen 418, 2840 Holte, Denmark, faxed
on +45 4546 0998 or emailed to [email protected], and must reach
Computershare A/S by Friday, 4 March 2016 at 11.59 p.m.

Postal votes

Postal votes can be cast electronically on DSV's online InvestorCenter
accessible through the Company's website at http://investor.dsv.com/agm.cfm, or
the website of Computershare A/S, www.computershare.dk, until Wednesday, 9
March 2016 at 12.00 noon.

Postal votes can also be cast by completing the postal voting form available on
the Company's website at http://investor.dsv.com/agm.cfm. Signed postal voting
forms must be posted to Computershare A/S, Kongevejen 418, 2840 Holte, Denmark,
faxed on +45 4546 0998 or emailed to [email protected], and must be received
by Computershare A/S by Wednesday, 9 March 2016 at 12.00 noon.

A postal vote received by Computershare A/S cannot be revoked.

Shareholders wishing to contact the office of Computershare A/S in person can
do so during its business hours on weekdays from 8:00 a.m. to 4:30 p.m.

Further information on the Annual General Meeting

The agenda and the full text of the proposed resolutions are included in this
notice.

Further information on the Annual General Meeting is available on the Company's
website at http://investor.dsv.com/agm.cfm, including the total number of
shares and voting rights on the date of the notice convening the meeting, this
notice, including the agenda and the full text of the proposed resolutions,
proxy and postal voting forms, and any other documents to be presented at the
Annual General Meeting, including the 2015 Annual Report, the draft of the
revised general guidelines for the Company's incentive pay for employees of DSV
A/S and the draft of the revised Articles of Association.

The custodian bank is Danske Bank, through which shareholders can exercise
their financial rights.

This notice convening the Annual General Meeting has been published on the
Company's website at http://investor.dsv.com/agm.cfm and through the IT system
of the Danish Business Authority and has been forwarded by email (electronic
communication) to the shareholders registered in the Company's register of
shareholders who have so requested.

Questions from shareholders

Shareholders will have an opportunity to ask questions about the agenda and the
other material relating to the Annual General Meeting both before and during
the meeting.

Shareholders can ask questions about the agenda or the documents, etc.,
relating to the Annual General Meeting by contacting Helle K. Hansen, DSV A/S,
Hovedgaden 630, 2640 Hedehusene, Denmark, in person or in writing, or by email
to [email protected].

Yours sincerely,

DSV A/S

Kurt K. Larsen Jens Bjørn Andersen

Chairman of the Board of Directors CEO

AI Terminal

Kurt K. Larsen

Annette Sadolin

Birgit W. Nørgaard

Thomas Plenborg

Robert Steen Kledal

Jørgen Møller

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