Annual General Meeting DFDS A/S

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1 Annual General Meeting DFDS A/S An annual general meeting of DFDS A/S (CVR no ) to be held on Tuesday 8 April 2003, at 16:00 at Radisson SAS Falconer Center (Falconer Scenen), Falkoner Allé 9, 2000 Frederiksberg Agenda 1. Report by the Board of Directors on the Company's activities in the past year. 2. Presentation of the annual report, complete with the management and audit report for adoption and a resolution for formal approval of the acts of the Management and the Board of Directors. 3. The Board of Directors' proposal for application of the profit according to the annual report as adopted. 4. Election of members to the Board of Directors. 5. Appointment of two auditors. 6. Proposal from the Board of Directors. 6.a. To authorise to the Board of Directors of the Company to acquire its own shares, thus: This general meeting authorises the Board to - until the next annual general meeting allow the Company to acquire its own shares up to a total nominal value of a total of 10% of the company's equity, cf. cl. 48 of the Companies Act. The cost may not deviate from the listed purchase price on the Copenhagen Stock Exchange at the time of acquisition by more than 10%. 6.b The Board proposes that the Company's articles be updated in accordance with applicable legislation as follows: In article 3, paragraph 3, insert the name and address of the registrar of shareholders: Article 3 paragraph 3 is amended to: The company's register of shareholders shall be kept by Nordea Bank Danmark A/S, box Copenhagen C." Article 4, paragraph 2 is proposed to be altered to: "The Company's Annual General Meetings shall be held in Greater Copenhagen" The Annual General Meeting shall be held each year before the end of April. Annual General Meetings shall be convened by the Board of Directors giving not less than 14 days' nor more than four weeks' notice through an advertisement inserted in at least two national newspapers at the discretion of the Board of Directors. Article 4, paragraph 3 is amended to: "Any shareholder shall be entitled to have specific business transacted at the Annual General Meeting, provided that he or she submits a written request to that effect to the Board of Directors not later than one month after the end of the financial year." In articles 2, 4, 8, 10, 11, 16 and 17, it is proposed that the terminology be altered such that it is brought in line with the new annual account legislation, including the terms "annual report" for annual accounts, group accounts, balance sheet, and management and audit report etc. Article 17, item 1will read as follows: The annual report, which consists of the management report, accounting practices used, profit and loss account, balance sheet, equity statement, cash flow statement, notes and management and audit report, shall be prepared for the Group and the parent company in conformity with current legislation, such that they give a true and fair view of the Company and the Group." Admission cards, on which the number of votes are stated, can be obtained on application to Nordea Issuer Services, box 850, 0900 Copenhagen C. (Telephone: / fax: ) up to and including Thursday 3 April 2003 at 16:00.To be issued with an admission card, a holder of shares not registered by name shall prove his or her title to the said shares by producing a statement of holding from the account-holding institution. Such statement may not be more than 10 working days old. 1

2 During the last eight days preceding each Annual General Meeting, the agenda and the complete proposals intended to be submitted to the Annual General Meeting, the annual accounts with audit report, annual report and group accounts, shall be available for inspection by the shareholders at the Company's office. With respect to the Annual General Meeting, the annual report shall moreover be available for inspection by the shareholders. Copenhagen, March 2003 The Board of Directors 2

3 General Meeting DFDS A/S (CVR no ) COMPLETE PROPOSALS TO BE SUBMITTED TO THE GENERAL MEETING ON 8 APRIL 2003 RE AGENDA ITEM 3: The Board proposes to dispose of the profit for the year as follows: DKK Transferred profit from previous year ,975 Profit for the year ,069 is proposed to be used thus: Transfer from provisions for appreciation... 5,297 Transferred to reserve for net appreciation by the internal value method ,460 Exchange rate adjustments etc.... 7,407 Adjustments to value of securities , ,860 Dividends:... Ordinary dividends, DKK 7.00 per nom. share of DKK ,000 Of which dividends on own shares... 3,311-52,689 Transferred profit ,426 RE AGENDA ITEM 4: Reelection of director Ivar Samrén, director Svend Jakobsen, finance director Jill Lauritzen Melby, managing director Ingar Skaug og director Anders Moberg. RE AGENDA ITEM 5: Re-appointment of KPMG C. Jespersen as auditors and new appointment of auditors Deloitte & Touche (the former auditors Arthur Andersen have been merged with Deloitte & Touche) are proposed. RE AGENDA ITEM 6: Proposal from the Board of Directors. 6.a. To authorise to the Board of Directors of the Company to acquire its own shares, thus: This general meeting authorises the Board to - until the next ordinary general meeting allow the Company to acquire its own shares up to a total nominal value of a total of 10% of the company's equity, cf. cl. 48 of the Companies Act. The cost may not deviate from the listed purchase price on the Copenhagen Stock Exchange at the time of acquisition by more than 10%. 6.b The Board proposes that the Company's articles be updated in accordance with applicable legislation as follows: article 2, paragraph 3: the words "and published accounts" is amended to "annual report"., after which paragraph 3 reads: "The prospectus shall contain information on the background for the increase in the share capital and a report on operational developments since the latest completed annual report." 3

4 article 3, paragraph 3 is amended, as the name and address of the registrar of shareholders must be stated. The article subsequently reads: "The company's register of shareholders shall be kept on the company's behalf by Nordea Bank Danmark A/S Box Copenhagen C." Article 4, paragraph 2, is amended for the holding of the general meeting to be changed from the end of May to the end of April. Similarly, notification in Statstidende is deleted, as this is no longer a legal requirement for stock exchange listed companies. The article subsequently reads as follows: "The Company's Annual General Meetings shall be held in Greater Copenhagen" The Ordinary General Meeting shall be held each year before the end of April. Annual General Meetings shall be convened by the Board of Directors giving not less than 14 days' nor more than four weeks' notice through an advertisement inserted in at least two national newspapers at the discretion of the Board of Directors. In article 4, paragraph 3, the deadline for written proposals by shareholders is changed from 2 months to 1 month after the end of the accounting year. This is a consequence the deadline for holding the general meeting in accordance with. legislation has also been reduced by 1 month from May to April. Article 4, paragraph 5, annual accounts with audit report and annual report and group accounts is amended to annual report. The article subsequently reads: "During the last eight days preceding each Annual General Meeting, the agenda and the complete proposals intended to be submitted to the Annual General Meeting shall be available for inspection by the shareholders at the Company's office. With respect to the Annual General Meeting, the annual report shall moreover be available for inspection by the shareholders." Article 8, item 2 is amended to use new terminology in accordance with. new annual account legislation, and subsequently reads: 1. Report by the Board of Directors on the Company's activities in the past year. 2. Presentation of the annual report, complete with the management and audit report for adoption and a resolution for formal approval of the acts of the Management and the Board of Directors. 3. The Board of Directors' proposal for application of the profit or covering of losses according to the annual report as adopted. 4. Election of members to the Board of Directors. 5. Appointment of two auditors. 6. Proposals, if any, from the Board of Directors. 7. Proposals from shareholders, provided that the proposals have been submitted in due time, cf. Article 4. Article 10, item 1 is amended to use new terminology in accordance with. new annual account legislation, and subsequently reads: Dividend declared by the Company once the General Meeting has adopted the annual report shall be deposited with effect of discharge for the Company in an account with a bank designated by the Company." article 11, paragraph 2 is amended to use new terminology in accordance with. new annual account legislation, and subsequently reads: "The members of the Board of Directors shall each receive an annual remuneration The aggregate remuneration proposed shall be stated as a special note to the annual report and be recommended for adoption together with them." article 16, paragraph 2 is amended to use new terminology in accordance with. new annual account legislation, and subsequently reads: "The auditing of the Company's annual report shall be performed by two state-authorised public accountants or firms of accountants. The auditors shall be appointed by the Annual General Meeting for a term of one year at a time. The auditors are eligible for re-election." article 17, paragraph 1 is amended to use new terminology in accordance with. new annual account legislation, and subsequently reads: "The annual report, which consists of the management report, accounting practices used, profit and loss account, balance sheet, equity statement, cash flow statement, notes and management and audit report, shall be prepared for the Group and the parent company in conformity with current legislation, such that they give a true and fair view of the Company and the Group." The resolution concerning 4

5 application of the profit or covering of any losses as per the adopted annual accounts shall be passed by the General Meeting at the recommendation of the Board of Directors." Copenhagen, March 2003 The Board of Directors 5

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