#1Bond investor presentation DFDS March 2023 PRIMULA SEAWAYS <-4800 901 X DFDS#2Disclaimer IMPORTANT INFORMATION: Acceptance of limitations: The information in this presentation (the "Material") has been produced by DFDS A/S (the "Company"), solely for the recipient's information in connection with a contemplated issuance of senior unsecured bonds (the "Bonds"). The intended recipients are determined by Danske Bank A/S, Nordea Bank Abp and Skandinaviska Enskilda Banken AB (publ) (the "Joint Bookrunners") and the Company. By attending a meeting where this Material is presented, or by reading this Material you agree to be bound by the terms, conditions, limitations and notifications set out below. This Material has been prepared exclusively for the benefit and internal use of the addressee and no part of this Material or the information it contains may be disclosed, reproduced or redistributed to any other party without the prior written consent of the Joint Bookrunners. References to "DFDS", "DFDS A/S" the "Company", the "Issuer" and the "Group" refer in this Material to DFDS A/S and its subsidiaries, unless otherwise indicated by the context. Use of the Material: This Material does neither constitute an offer to sell nor a solicitation of an offer to buy any securities, and it does not constitute any form of commitment or recommendation in relation thereto. No representation or warranty (expressed or implied) is made as to, and no reliance should be placed on, the fairness, accuracy or completeness of the information in this Material. The content of this Material is not to be construed as legal, credit, business, financial, investment or tax advice. No financial advice: The Joint Bookrunners are not giving and are not intending to give financial advice to any potential investor, and this Material shall not be deemed to be financial advice from the Joint Bookrunners to any potential investor. Participation, by the means of subscription of Bonds, involves a high level of risk and several factors could cause the actual results or performance of the Company to be different from what may be expressed or implied by statements contained in this Material. Investors should not subscribe for or purchase any financial instruments or securities only on the basis of the information provided herein. Any investor investing in the Bonds is bound by the final terms and conditions for the Bonds, which the investor acknowledges having accepted by subscribing for the Bonds. Investors are encouraged to request from the Company and other sources such additional information as they require to enable them to make informed investment decisions, to seek advice from their own legal, tax and financial advisors and to exercise an independent analysis and judgment of the merits of the Company. 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The information relating to the Company does not constitute a complete overview of the Company and must be supplemented by the reader wishing such completeness. Forward looking statements: Certain information contained in this Material are not historical facts and may be forward-looking statements. Forward looking statements include statements regarding the intent, belief, or current expectations with respect to Company's plans or future financial or operating performance and other statements that express the Company's expectations or estimates of future performance, including relating to the industries in which the Company operates. Such forward looking statements, which may use words such as "anticipate", "aim", "intend", "believe", "estimate", "expect" and words of similar meaning, include matters which are not historical facts. Such forward-looking statements are not guarantees for future performance and are based on a number of estimates and assumptions that, while considered reasonable by management at the time, are subject to significant business, economic and competitive risk and uncertainties and other factors, known and unknown. The Company cautions that such risks, uncertainties and other factors may cause the actual financial results, performance or achievements of the Company to be materially different from the Company's estimated future results, performance or achievements expressed or implied by those forward-looking statements and prospective investors are accordingly cautioned not to place undue reliance on forward-looking statements. Forward looking statements speak only as of the date of such statements and the Company does not intent to, and undertakes no obligation to, update, correct or revise any forward-looking statements, whether as a result of new information, future information or otherwise. Actuality: This Material is dated March 3rd 2023. Neither the Company nor the Joint Bookrunners can guarantee that there has been no change in the affairs of the Company since the date of this Material, nor do they intend to, or assume any obligation to, update, correct or revise any information included in this Material. This Material may however be changed, supplemented, corrected or revised without notification. All figures in the presentation are from end 2022 unless specified. Conflicts of interest: The Joint Bookrunners and their clients and/or employees may hold shares, options or other securities of any issuer referred to in this report and may, as principal or agent, buy or sell such securities. 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The distribution of this Material in other jurisdictions may be restricted by law and persons into whose possession this Material comes should inform themselves about, and observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of any such other jurisdiction. Applicable law: This Material is subject to Danish law (disregarding any conflict-of-laws rules which might refer the dispute to the laws of another jurisdiction), and any dispute arising in respect of this Material is subject to the exclusive jurisdiction of Danish courts (with the City Court of Copenhagen as court of first instance). MiFID II Product Governance/Retail Investors, Professional Investors and Eligible Counterparties and Target market: Solely for the purposes of the manufacturers' (as used herein, "Manufacturers" refers to the Joint Bookrunners) product approval process, the target market assessment in respect of the Bonds has led to the conclusion that: (i) the target market for the Bonds is eligible counterparties, professional clients and retail clients, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Bonds to eligible counterparties, professional clients and retail clients are appropriate. Any person subsequently offering, selling or recommending the Bonds (a "Distributor") should take into consideration the Manufacturers' target market assessment; however, a Distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the Manufacturers' target market assessment) and determining appropriate distribution channels. No PRIIPs key information document (KID) has been prepared as the Bonds are not deemed within scope of PRIIPS. Placement fee: The Joint Bookrunners will be paid a fee by the Issuer in respect of the placement of the transaction. 2 > DFDS#3Agenda DFDS DOVER 01 | Introduction 02 | Sustainability 03 | DFDS markets 04 | Financials 06 | Key terms and conditions 07 | Risk factors 08 | Appendix 3 > DFDS#4Executive Board Torben Carlsen President & CEO DFDS since: 2009 Karina Deacon EVP & CFO DFDS since: 2020 Torben Carlsen has been President and CEO since 2019. Before that, he served as Executive Vice President and CFO of DFDS. • Torben is Danish and holds a Master of Science in Finance from Aarhus University • Karina Deacon is CFO and responsible for Business Finance, Group Accounts & Tax, M&A, Treasury, Procurement, Legal & Insurance as well as DFDS' internal Strategy & Consulting team • Karina is Danish and holds a Master of Science in Auditing and Accounting from Aarhus University 4 > DFDS#5Key credit highlights | 2022 revenue of DKK 27bn & EBITDA of DKK 5bn LEADING FERRY OPERATOR IN EUROPE AND TÜRKIYE DFDS provides vital transport infrastructure connecting countries and regions separated by water FOCUSED LOGISTICS PROVIDER SUPPORTING OWN FERRY ROUTES Providing sector specific solutions with a geographical focus that overlaps with ferry routes t 2.8x NIBD/EBITDA 2022 Target capital structure of 2-3x supporting our strategy and IG rating to the benefit of both creditors and shareholders DKK 881m ADJUSTED FREE CASH FLOW 20221 Solid cash flow generation through business cycles FRESA ERU OFDS 1) Free cash flow excluding acquisitions/divestments and special items minus payment of lease liabilities and currency contracts related to leases 5 00 M&A SUPPORTS OUR GROWTH PROSPECTS DFDS creates value through M&A whilst ensuring a solid capital structure SYNERGIES ACROSS DIVISONS Integrated transport solutions including the opportunity to cross-sell RESILIENT BUSINESS OPERATIONS Diversified geographic footprint and customer base within our ferry, logistics and passenger offerings WELL POSITIONED TO DRIVE THE GREEN TRANSITION ESG transformation is an integrated part of DFDS' strategy > DFDS#6Our journey | DFDS has proven its resilient business case for more than 150 years to become a leading transport and logistics company Historical milestones, 1866-2023 1866 Founded by C.F. Tietgen, merging four Danish steamship companies 1900-1950 DFDS steam ships connected Black Sea with St. Petersburg Initiating routes to US bringing back products to European farmers ⚫ World war interruptions 1880-1900 DFDS became one of the world's ten largest ship owners 1972 All conventional traffic was changed to ro-ro 1995 New major port in Immingham began operations 2001-2010 Acquisitions: 2001 Lisco, 2005 Lys-line, 2005 Halléns, 2010 Norfolk Line (largest in DFDS history) 2021 DFDS acquired HSF Logistics to grow Cold Chain Logistics (major transaction in Continent/ Scandinavia) 2023 DFDS acquired McBurney (Leading transport & logistic provider in UK and Ireland) . 1950-1960 As one of the first, DFDS introduced "door-to-door" services via Riberhus and Axelhus specially designed for transport of small wooden containers 1982 DFDS acquired Tor Line, major company (Ro-Ro, Lo-Lo etc.) 2000 2018 DFDS sold its transport/logistics division to DSV DFDS acquired UN Ro- Ro (major transaction in Mediterranean area) 6 2022 • . DFDS obtained investment grade credit rating from Scope Return of passengers post COVID-19 DFDS achieved 2023 financial target of DKK 5bn EBITDA > DFDS#7Credit rating | DFDS committed to maintain investment grade credit rating Obtaining a credit rating • On 30 August 2022, DFDS announced that we had obtained an issuer and senior unsecured debt rating of BBB- (stable) from Scope The BBB- (stable) investment grade rating is a testament to DFDS' market leading position within ferry services and specific logistics solutions ⚫ DFDS is committed to maintain our investment grade credit rating and it has been incorporated into our Financial Policy DFDS successfully de-levered in line with the IG rating 5.0x 4.5x 4.0x 3.3x 3.5x 3.0x 2.5x 2.0x 1.5x 1.0x 2019 4.2x 3.7x 2.8x 2020 2021 2022 DFDS leverage (NIBD/EBITDA) 1 1) According to DFDS' audited annual reports | 2) SaD: Scope-adjusted Debt, SaEBITDA: Scope-adjusted EBITDA Source: DFDS Annual Report 2022 and 2020, DFDS Rating Report 30 August 2022 by Scope Ratings 7 SCOPE BBB- STABLE . • • . Positive rating drivers In Ferry Division, strong/leading market positions in Northern Europe and Turkey Diversification in customer segments (freight/passenger) and in geographies Logistics division providing growth and complementary or cross-sell opportunities to the Ferry division and its established routes Low cyclicality of passenger business . • Negative rating drivers Growth dependent on M&A, involving some execution risk Deleveraging delayed due to aforementioned M&A, dividends High capital expenditure inherent in the upkeep of business model and assets Freight business linked to macro- economic environment and potential slowdowns Positive rating-change drivers A SaD/SaEBITDA² sustained at significantly below 2.5x, in connection with a more conservative financial policy regarding shareholder returns, M&A and capex Negative rating-change drivers SaD/SaEBITDA2 sustained at 3.5x or above, particularly due to more aggressive financial policy prioritising shareholder returns and/or M&A > DFDS#8DFDS moves goods in trailers by ferry, road and rail in Europe and Türkiye مدا Revenue DKK 27bn Fort William Aberdeen Lerwick Greenock O O Bellshill Larkhall Larne Ballymena Nuts Corner Belfast Newcastle LIK Mullagh ( Dublin Manchester Liverpool Warrington Immingham Cork Rosslare Waterford O Chesterfield Newlyn Paignton Avonmouth O Bilbao EBITDA DKK 5bn M DFDS 000 ~11,500 employees 64 ferries on 26 freight routes - 9 also carrying passengers 8 port terminals 70+ logistics locations ~7,000+ trailers ~1,200+ trucks 500,000+ m² warehouses Mala Peterboroug Grimsby Newhaven Felixstowe ( Sheerness Gravesend Dover Brugge Alesund O Flore Trondheim O Bergen Stryn Haugesund O Stavanger No Larvik O Brevik Kristiansand O Osto Moss Fredrikstad Halden F Vantaa Turku Kapellskär Ventspils Esbjerg Fredericia Horsens Kiel Hamburg Cuxhaven Padborg Lilla Edet Gothenburg Frederikshavn Helsingborg Kege Copenhager Karlshamn Amsterdam muiden) Neuenkirchen-vörden Rott megen Winterswijk Zeebrugge rdam Antwerp Ghent Duisburg O Cologne Dunkirk Calais sur-Mer Boulogne- Dieppe O Paris Sète Marseille Le Boulou Tarragona O Barcelona Amposta Valencia 8 Ottemburg. Poznan Prague AT ONuremberg Lambach Trieste Tunis Liepaja Paldiski Tallinn Muuga EE Klaipeda Riga LV Gyula Vilnius Lviv Timisora Bari Patras Tibod > DFDS Kyiv RO Bukharest Pendik Ambarl Valova İzmir TR Mersin#9Strategy | Five strategic pillars to drive growth, earnings and sustainability DFDS ::: DFDS A Grow solutions to select industries Automotive ■ Forest & Metal ■ Cold Chain B Digitise services to accelerate growth Easy access for customers -Value-adding services ■ Operational effiency ■ Digitise core systems C D Develop and expand network Create more value for passengers Mediterranean business plan fulfillment ■ Ferry new building benefits ■ Continuous 9 improvement projects Acquisitions Develop on board customer experience Business development initiatives Fleet development E Drive ESG transformation DFDS Climate Action Plan •Develop green transport corridors > DFDS#10Our growth journey | DFDS is built on organic growth and a proven M&A and integration track record DFDS growth story since 2009 DKKbn Total DFDS revenue Acquisitions Revenue breakdown by division Ferry EBITDA- % Logistics margin Key Events ■ Stepwise growth initiatives 31% 42% 58% 26.9 36% 64% COVID-19 69% 18.3 29% 11.6 16.6 15.7 14.3 13.5 13.8 12.8 12.1 11.7 14.0 71% 9.9 LD Lines (part 1) Start operation between 6.6 2009 GOT RORO JV - Navirail Dover-Calais Norfolk Line Arendal Karlshamn (GOT) express Quayside Stef LD Lines (part 2) ferries from ■ Navirail Italcargo ■ Shetland Alpha trans 2016-2018 ordering 6 mega RoRo UN RoRo DFDS partnership W. EKOL Ordering GSI vessels for Baltics Freeco ■ Huisman Win23 ■ Beltrin trans. Jinling yard defined Colley Brothers to OC route 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Passenger impacted by COVID-19 Adding FRH ■ HSF ■ New routes in Channel, Ireland & Med Brexit: Border shops and customs 2021 Acquisition of McBurney ■ 3 add-on acquisitions ■ Return of passengers post COVID- 19 ■ Cost- coverage activities in Logistics 2022 12% 13% 13% 9% 10% 11% 15% 19% 19% 19% 22% 20% 19% 18% 10 > DFDS#11Business model | We combine ferry services and logistics solutions to facilitate trade and travel connecting people and businesses Resources We move goods in trailers* by ferry, road, and rail *And trailer equivalents such as rolling cassettes for heavy industrial goods and containers as well as finished vehicles People - Truck drivers and warehouse staff -Seafarers and port . terminal staff Digital impacters Office challengers Transport equipment and facilities Ferries · Trucks and trailers -Warehouses and distribution centre Energy - fossil and sustainable fuels Financing - equity and loans Warehousing Port Rail Port Road And we also offer contract logistics solutions Cold chain distribution centres We move passengers in cars and on foot by ferry Port 11 Port Customs clearance and digital services Value creation n Facilitating business and trade by trans- porting goods Connecting people in countries and regions separated by sea Provider of a vital infrastructure of ferry routes Creation of stable jobs and safe workplaces Proactive driver of green transformation Capital distribution to shareholders > DFDS#12Agenda DFDS DOVER 01 | Introduction 02 | Sustainability 03 | DFDS markets 04 | Financials 06 | Key terms and conditions 07 | Risk factors 08 | Appendix 12 > DFDS#13Our ESG strategy Environmental footprint Caring employer Our ambitions Support marine environment Responsible neighbour Improve air quality Our ambitions Well-being of all employees Inclusive workplace Opportunities to do good UN Sustainable Development Goals 14 LIFE BELOW WATER 13 CLIMATE ACTION 17 PARTNERSHIPS FOR THE GOALS 1 UN Sustainable Development Goals 3 GOOD HEALTH GENDER AND WELL-BEING EQUALITY > DFDS#14Our climate strategy 2030 2050 50% absolute reduction in CO₂e from land transport and warehousing* O Climate neutrality O 45% reduction in CO₂ intensity from ferries** * Preliminary target from a 2019 baseline - will be revised following establishment of a new 2022 baseline ** Relative target from 2008 baseline 14 Truck decarbonisation plan Illustrative composition of trucking fleet needed to achieve 2030 targets 2019 Engine type: 2022 2025 2030 2050 10% 40% HHVO 96% HHVO 60% 100% HVO 45% HVO 4% IIII 25% IIII 15% H₂ I Hz 15% Diesel HHVO Biofuel, HVO Electricity H₂ I Hydrogen Indicative breakdown: Actual percentages of diesel alternatives will vary depending on available technologies and fuels Ferry decarbonisation plan Relative TTW CO₂ emission from vessels gCO₂/Gross Tonnage/Nautical mile 2019 2022 2025 2030 2050 13.5 12.0 11.3 9.6 Fleet replacement to alternative fuels Pilot newbuilds on alternative fuel Retrofit to first alternative fuels Energy efficiency / Fuel Performance Program / Schedule optimization 0#15Our climate strategy | We have initiated short- & long-term actions to reach our ambitions Short term Medium term Long term Warehouse electrification Alternative fuels Electric trucks and trailers Fuel efficiency HVO DFDS Renewable energy sourcing & production Route optimization Biofuel Optimisation & efficiency Shore power DFDS 43 43 44 Terminal electrification DFDS www Methanol conversion DFDS 15 45 ☑ Electric barges Hydrogen trucks (Hz) 1 Hz H₂ Ammonia or Methanol new-buildings DFDS DFDS > DFDS#16Recent climate achievements | Specific projects to lower CO₂ emissions 115 20+ E-Trucks deployed¹. Additional 105 e-trucks are being delivered in the coming year 4% CO₂ reduction in emissions across ferry network in 20222 Warehouse solar panels produced 1.6m kWh of clean electricity in 2022 1st BIOFUEL trial on Acacia Seaways with good results 1) As of February 2023 | 2) From 13.5 g/CO2/GT per nautical mile in 2021 to 13.0 g/CO2/GT per nautical mile in 2022 16 > DFDS#172022 ESG review | Strategic focus on both Environmental footprint and being a Caring employer Declining CO₂ intensity & efficiency Creating a safe and inclusive workplace Health & Safety Incidents/mill. Lost time injury frequency hours 10 9 1,000 tons CO2e Absolute CO₂e emissions & CO2 intensity¹ CO₂ efficiency CO₂ emissions per GT mile 3,000 0.16 Minority representation Female ratio on organisational levels (%) 15.0 50% 0.14 2,500 14.5 0.12 43% 40% 2,000 14.0 0.10 33% 186 7 1,500 13.5 0.08 0.06 13.0 1,000 30% 30% 24% 20% 0.04 12.5 500 10% 0.02 12.0 0.00 11.5 0% 2018 2019 2020 2021 2022 2018 2019 2020 2021 2022 Scope 1+2 CO2 intensity (RHS) Own fleet Route network Total workforce Office office Non-office 16% 16% 12% Managers Senior management Target Board of Directors 65 5 5.0 4 3 M 2 3.5 1) CO₂ intensity measured as absolute CO₂ emissions/Revenue 17 77 7.9 4.5 1 0 2018 2019 2020 2021 2022 Land Sea Target (land) Target (sea) > DFDS#18Agenda DFDS DOVER 01 | Introduction 02 | Sustainability 03 | DFDS markets 04 | Financials 06 | Key terms and conditions 07 | Risk factors 08 | Appendix 18 > DFDS#19Business structure | Two divisions divided into seven business units Revenue per division Ferry Division, freight ■Logistics DFDS Group OO Ferry Division •North Sea •Mediterranean ⚫Channel •Baltics •Passenger Logistics Division •Dry Goods •Cold Chain 199 19 DKKbn DKKbn Ferry Division, passenger ■Eliminations & non-allocated 30 3.3 25 20 1.2 11.4 3.0 15 1.2 7.2 5.1 5.3 10 13.6 5 9.2 11.0 8.3 0 2019 2020 2021 2022 -5 60 EBITDA per division ■Ferry Division, freight ■Ferry Division, passenger ■Logistics ■ Eliminations & non-allocated 5 4 0.8 M N 0.8 1.1 0.6 0.4 0.5 3.0 3.2 2.4 2.4 1 0 2019 2020 2021 2022 -1 > DFDS#20Pendik Ambarl Valova DKKbn Ferry Division | Part of Europe's vital transport infrastructure Freight: Route location and capacity, fixed schedules and reliability to meet customers' transport requirements Strategic infrastructure: Connecting markets separated by water Synergies: Logistics Division provides volumes to ferry routes and gives ability to provide efficient transport solutions to customers EBITDA of DKK ~4bn of which DKK ~3bn from freight and DKK ~1bn from passenger¹ 2.0 EBITDA - 2021-2022 1.5 1.6 1.3 1.2 1.0 1.1 0.5 0.0 0.6 0.4 0.4 0.4 0.0 -0.4 -0.5 North Sea Mediterranean Channel Baltic Sea Passenger (cruise routes) 2021 2022 Rosslare Tarragona Newhaven Newcastle ( UK Immingham Felixstowe ( Sheerness Dover Zeebrugge Calais Dieppe O Paris Sete Marseille Amsterdam Rotterdam OSWIPHE Brevik Oslo Gothenburg Frederikshavn Karlshamn Esbjerg Copenhagen Fredericia Koge Kiel Hamburg Cuxhaven Lambach Nuremberg Cologne Antwerp Ghent Trieste Brugge Dunkirk Vuosaari Kapellskär Muuga Paldiski Klaipeda O Vilnius By 1) Passenger EBITDA is derived from three business units: Channel, Baltic Sea and Passenger 20 Tunis Patras TR Mersin#21Freight Ferry | Asset-backed with ferries & port terminals in strategic locations Ferries Customers North Sea Ro-ro ferry routes only 20 ro-ro ferries Mediterranean Ro-ro ferry routes only 20 ro-ro ferries Channel Primarily ro-pax 11 ro-pax ferries and 1 ro-ro Baltic Sea Ro-pax and ro-ro 6 ro-pax and 1 ro-ro ferries Forwarders and hauliers main customer group High share of industrial customers Sweden-UK/Continent Turkish forwarders and hauliers main customer group - EUR business Key value proposition: ferry solution lowers no. of trucks/drivers required vs. road Forwarders and hauliers main freight customer group. ~60% revenue share Car passengers ~40% revenue share, duty free sales introduced in 2021 Forwarders and hauliers main customer group High share of passengers are migrant workers Terminals Competition Rotterdam port owned. Gothenburg and Immingham, multi-year concessions Competitive situation stable: CLdN, Stena Line, P&O Ferries Pendik and Trieste ports, owned Competitive situation stable: road primary competitor, one ferry competitor operating from Izmir to Trieste Concession agreement Dunkirk Competitive situation impacted by ferry overcapacity from entry of third operator mid-2021 Competitors: P&O ferries, Irish Ferries, Eurotunnel Competitive situation impacted by war in Ukraine and added capacity Competitors: TT Line, Stena Line, Finnlines, Tallink 21 > DFDS#22Freight Ferry | Ferry route competitive dynamics are mostly stable Ferry business in general is characterised as capital intensive and a mature market No. of ferries Routes (examples) on route Min. required no. of ships for entry Capacity impact of entry¹ Dover-Calais 7 3 43% Competitive dynamics Ferry routes typically deploy 1-3 ferries Stepwise addition of 1 or more ferries on a route thus increases capacity significantly Additional capacity only attracts marginal extra volumes, if at all • Overcapacity untenable for longer periods due to high fixed cost Overcapacity situations: • 2012: Gothenburg-Immingham . 2012-2015: Dover-Calais 2022-?: Dover-Calais 1) Assumes entered ships are identical to incumbent ships and same no. of departures per ship Gothenburg-Immingham 3 2 67% Fredericia- Copenhagen- 1 1 100% Klaipeda 222 22 > DFDS#23Passenger Ferry | Two cruise ferry routes & combined freight and passenger routes Newcastle UK Dover Dunkirk Calais Four passenger ferries, Oslo-Frederikshavn-Copenhagen & Amsterdam-Newcastle Combined freight and passenger routes in Channel and Baltics Historically stable market Mix of customers: Holiday/transport, leisure, and conference segments Good traction in passenger return post COVID-19 Competitive situation stable: Color Line, Stena Line, P&O Ferries, TT Line, Irish Ferries and Eurotunnel Revenue development, 2019-2022 Newhaven 2022.08.17 DKKM 3,500 3,000 2,993 2,500 2,000 1,500 1,000 COVID-19 1,160 1,178 3,276 Dieppe Amsterdam (d) 500 23 0 2019 2020 2021 2022 NO Frederikshavn Copenhagen Karlshamn Kapellskär Paldiski Klaipeda LT EE LU UA#24Logistics Division | Leveraging ferry routes and providing focused solutions Two business units - Dry Goods and Cold Chain Focused strategy on trailer full- and part-loads, warehousing, distribution centres, and contract logistics Ferry Division's largest customer Logistics delivered a total EBITDA of DKK 1bn in 2022 600 500 400 EBITDA - 2021-2022 542 300 312 200 281 523 Fort William Greenock Bellshill Larkhall Belfast Newcastle Mullagh Dublin Waterford Warrington Manchester Cork Aberdeen Lerwick Flore Grimsb Killingholme Great Blakenham Liverpool • Immingham Chesterfield Avonmouth Corby Coventry Felixstowe Gravesend Newlyn Paignton Dover Haugesund Stavanger Rotterdam Zeebrugge Antwerp Ghent Brugge Boulogne-sur-Mer Bergen Kristiansand Alesund Trondheim Osto Larvik Brevik Moss Fredrikstad Halden Bodo Turku Vantaa Tallinn Lilla Edet Borás Ventspils Gothenburg Riga Hobro Karlshamn Liepaja Helsingborg Herning Fredericia Klaipeda Esbjerg Taulov Padborg Copenhagen Kaliningrad Kiel Cuxhaven Hamburg Nijmegen Winterswijk Wijchen Neunkirchen-Värden Duisburg Prague Szubin Poznan Kyiv Cold Chain Dry Goods DKKm 100 о Dry Goods 2021 2022 Cold Chain Bilbao Maia 24 24 Amposta Gyula Timisora Luiu Tibod Bukharest#25Logistics Division | Strong presence in Northern Europe providing key Logistics offerings within Dry Goods and Cold Chain Dry Goods Cold Chain * Key characteristics 5,112 trailers, 1,682 containers, 424 trucks Multiple owned and leased warehouses Key trade lanes overlap with own ferry routes Asset-light operating model, haulage mostly subcontracted Forwarding for full- and part-loads, warehousing, contract logistics, and customs clearance Customers Significant automotive contracts 1,814 trailers, 812 trucks, 170k reusable "dolavs" Large owned distribution centres in Nijmegen, Winterwijk, Larkhall and other locations. Multiple cold stores in UK High share of inhouse haulage, including own drivers, to ensure reliability Supply chain solutions for mainly meat and seafood, frozen foods plus fruit/veg. from Southern Europe Significant contracts with meat/fish producers and dairies Competition Regional competition in specific segments Competitors are generally focused regional hauliers/forwarders 25 > DFDS#26Agenda DFDS DOVER 01 | Introduction 02 | Sustainability 03 | DFDS markets 04 | Financials 06 | Key terms and conditions 07 | Risk factors 08 | Appendix 26 > DFDS#27DKKbn DKKbn Financials | Key financial figures 30 Revenue 26.9 6 22% 5 EBITDA & margin before special items 25% 25 11.4 18.3 20 16.6 14.0 7.2 15 5.1 5.3 10 DKKbn N W D 20% 19% 18% 20% 5.0 3.6 3.4 15% 16.8 2.7 5 12.2 12.2 9.4 1 0 0 10% 2019 2020 2021 2022 2019 2020 2021 2022 -5 Ferry Logistics Eliminations & non-allocated EBITDA EBITDA margin Invested capital & ROIC before special items Operating cash flow & NIBD/EBITDA W 30 15% 5 5.0 4.2x 25 4 3.7x 4.0 3.3x 20 10% 8.6% 2.8x 8.1% 15 22.5 25.4 27.6 ROIC DKKbn 3 3.0 4.5 N 3.3 3.2 2.0 10 22.1 5% 2.8 5.2% 1 1.0 5 3.5% 0 0% 0 0.0 2019 2020 2021 2022 2019 2020 2021 2022 Invested Capital (end) ROIC before special items Operating cash flow NIBD/EBITDA 27 27 NIBD/EBITDA > DFDS EBITDA margin#28Financials | CAPEX set to decline following completion of newbuilding program DKKbn 6.0 5.0 4.0 3.0 3.6 0.1 2.0 1.2 Capex and acquisitions 0.3 1.7 0.9 1.2 0.5 0.9 1.0 0.6 1.8 1.6 1.4 1.0 0.6 0.7 2018 2019 2020 2021 ■ Operating ■Ferries: Sale & purchase and newbuildings 2022 2023E ■ Acquisitions 28 Increased CAPEX due to newbuilding program Six freight ferry newbuilds were delivered 2019-2021 Two combined freight & passenger ferries were delivered 2021-2022 CAPEX set to stabilise Capex set to stabilise as the newbuilding program has been completed Retrofit of existing vessels to first alternative fuels from 2024 Green newbuilds will from 2027 gradually replace current fleet > DFDS#29Cash flow | Solid cash generation funding CAPEX and M&A Cash Flow DKKM 2019 2020 2021 2022 Cash available BOP 761 840 1,261 902 EBITDA 3,633 2,732 3,411 4,955 Special items, non-cash and other op. items -104 -111 -22 -33 Change in NWC -224 148 148 6 Financial items, net and taxes paid -306 -270 -328 -447 Cash Flow from Operations Capital expenditures M&A and divestments Cash Flow from Investments Lease payments Net loan proceeds Dividends Other Cash Flow from Financing Cash available EOP 2,999 2,499 3,209 4,481 -2,519 -1,604 -1,464 -2,706 -131 -14 -1,745 -282 -2,650 -1,618 -3,209 -2,988 -706 -602 -744 -948 667 142 461 238 • -229 0 0 -459 0 2 -75 -35 -268 -458 -358 -1,204 840 1,261 902 1,189 Free Cash Flow¹ Adjusted Free Cash Flow² 349 881 -1 1,491 -148 418 1,051 881 Solid free cash flow when adjusting for M&A activity Total cash and undrawn committed credit facilities of DKK 2.9bn end 2022: DKK 1.2bn of cash DKK 1.7bn of unused committed credit facilities 1) Free cash flow: Cash flow from operating activities minus cash flow from investing activities | 2) Adjusted Free cash flow: Free cash flow excluding acquisitions/divestments and special times minus payment of lease liabilities and currency contracts related to leases. 29 > DFDS#30Capital structure | Capital structure that supports our strategy to the benefit of both lenders and shareholders End 2022, leverage is within target capital structure • Capital structure target: NIBD/EBITDA multiple between 2.0x to 3.0x over a business cycle DFDS' policy is to distribute cash to shareholders to the extent possible given the capital structure target Targets can temporarily be suspended in connection with large investments, including acquisitions or other strategic events The deviation from the target capital structure in recent years is a result of one-off events being: (1) acquisition of U.N. Ro-Ro and (2) COVID-19 Dividends and share buybacks suspended in 2020 and 2021 1) Leverage excl. IFRS 16 adjustment | 2) 2018 NIBD/EBITDA is 3.1X adjusted for IFRS16. NIBD/EBITDA 5.0x 4.0x 3.0x 2.0x 1.0x 0.9x―0.9x 0.9x Acquisition of Impl. of IFRS-16 U.N. Ro-Ro Peak COVID-19 4.2x 3.3x 2.8x2 Suspended pay-outs 3.7x 2.8x Target capital structure 2015¹ 20161 20171 2018¹ 2019 2020 2021 2022 Pay-out DKKm 2,000 during COVID-19 - 1,500 1,000 500 0 2015 2016 2017 2018 2019 2020 2021 2022 2023E Share buyback Dividend, H1 Dividend, H2 > DFDS 30#31Debt composition and maturity profile | DFDS has a diversified funding structure and balanced debt repayment profile Debt composition (YE 2022) DKKm Debt repayment profile (YE 2022) DKKm Ship mortgage Other mortgage ■Leasing ■Bank loans (incl. RCF drawdowns) ■Bonds Bank loans (incl. RCF drawdowns) Bonds Leasing Other mortgage Ship mortgage 5,000 4,000 4,019 3,000 6,339 176 15,500 2,000 1,000 0 4,684 283 0-1 year 1-2 year 2-3 year 3-4 year 4-5 years After 5 years Acquisition facility in connection with the acquisition of U. N. Ro-Ro of DKK 4.9bn (EUR 657m) refinanced in 2022, DKK 1.3bn until 2024 and DKK 3.6bn until 2026. Diversified debt portfolio distributed between bank loans, leasing, ship mortgages and bonds with a balanced maturity profile Proceeds from bond issuance to replace part of short-term bank loans 31 34 > DFDS#32Ship encumbrance | Significant unencumbered/excess value in vessels to the benefit of unsecured creditors Comments . • . Backbone of our financing consists of senior unsecured credit facilities with key relationship banks Furthermore, we finance ourselves with ship mortgage primarily in new-builds With a total ship value of around DKK 15.5bn and only DKK 5.3bn being pledged, there is significant unencumbered/excess vessel value left for unsecured creditors Market values are determined 1-2 times yearly by two to three independent and reputable shipbrokers on the basis of a sale for prompt delivery for cash DFDS has a fleet of 64 ships Unencumbered vessel value (YE 2022) DKKbn 15.5 10.2 5.3 Total ship value Unencumbered/excess vessel value Secured debt 32 22 > DFDS#33Outlook 2023 | Revenue on level with 2022 Revenue expected to remain on level with 2022 • Slowdown in European economy assumed . • Continued growth expected for passenger and certain freight activities • · Headwind expected from war in Ukraine and Channel overcapacity EBITDA range DKK 4.5-5.0bn reflects mix of positive and negative drivers, not least extent of the slowdown · Acquisition of McBurney for DKK 1.2bn 33 DKK m Revenue Outlook 2023 2022 On level 26,873 EBITDA before special items 4,500-5,000 4,955 Per division: Ferry division 3,350-3,650 3,966 Logistic devision 1,200-1,400 1,066 Non-allocated items -50 -75 Investments: -2,800 -2,989 Operating -1,600 -1,838 Ferries: sale & purchase, newbuilds 0 -871 Acquisitions -1,200 -280 > DFDS#34Agenda DFDS DOVER 01 | Introduction 02 | Sustainability 03 | DFDS markets 04 | Financials 06 | Key terms and conditions 07 | Risk factors 08 | Appendix 34 > DFDS#35Key indicative terms Issuer: Group: Issuer Rating: Expected Issue Rating: Type of Issue Maturity: Currency: Initial Issue Amount: Issue Price: Coupon Rate: Financial Covenants: Change of Control Use of Proceeds: Min. Subscription / Denomination: Law/Listing: Joint Bookrunners: DFDS A/S The Issuer and all its subsidiaries from time to time BBB- (stable) from Scope Ratings BBB- from Scope Ratings Senior unsecured 3-5 years NOK Expected benchmark size [•] Fixed and/or floating Equity ratio: The Issuer shall ensure that the Group on a consolidated basis maintains a Book Equity to Total Assets ratio which constitutes more than 25%, calculated on each Quarter Date Investor put option at par Firstly for the prepayment of the loans and any other amounts outstanding under a facility agreement between the Issuer as borrower and the Joint Bookrunners as lenders, and secondly for general corporate purposes NOK 2,000,000 / NOK 2,000,000 Norwegian / The Bonds to be listed on Oslo Børs no later than 31 December 2023 Danske Bank, Nordea & SEB 35 > DFDS#36Q&A antic d DFDS Electric powered > DFDS#37Agenda DFDS DOVER 01 | Introduction 02 | Sustainability 03 | DFDS markets 04 | Financials 06 | Key terms and conditions 07 | Risk factors 08 | Appendix 37 52 > DFDS#38Risk Factors Investing in bonds involves inherent risks, and a number of risk factors may adversely affect the Group. Prospective investors should carefully consider, among other things, the risk factors set out in this Investor presentation before making an investment decision. A prospective investor should carefully consider all the risks related to the Group and should consult his or her own expert advisors as to the suitability of an investment in securities of the Company. An investment in securities of the Company entails significant risks and is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of the investment. Against this background, an investor should thus make a careful assessment of the Group and its prospects before deciding to invest, including but not limited to the cost structure for both the Group and the investors, as well as the investors' current and future tax position. The risk factors for the Company and the Group are deemed to be equivalent for the purpose of this Investor Presentation unless otherwise stated. The risks and uncertainties described below are not intended to be exhaustive, and are not the only ones faced by the Group. Additional risks and uncertainties, including risks that the Group currently believes are less material or likely, or that are not presently known to the Group, may also have a material adverse effect on the value of any investment. If any of the risks presented below were to materialize, individually or together with other circumstances, the business, financial condition, operating results and/or cash flows of the Company and the Group could be materially and adversely affected, the Company could be unable to pay interest, principal or other amounts on or in connection with the Bonds, and the price of the Bonds may decline, causing investors to lose all or part of their invested capital. Geopolitics and macroeconomy The Group is exposed to Geopolitical turmoil and political instability Geopolitical turmoil leading to changes in the volume of traded goods and passengers, may cause major fluctuations in the Group's revenue and earnings. Particularly, the war in Ukraine and political instability in certain areas could impact the development of the European economy and result in shortages of certain goods. Shortage of important metals, oil, gas, and other raw materials causes supply challenges, bottlenecks, and price increases etc. This could lead to decreased activity, investment, and increased unemployment, all which in turn would impact transported volume and could significantly affect the performance of the Group. The Group is exposed to economic downturns or recession The Group is exposed directly or indirectly to downturns in the macro-economic environment. The development in the European economy could be leading to changes in the volume of goods traded and passengers, which in turn may cause significant fluctuations in the Group's revenue and earnings. Additional shocks to the European economy and/or lower GDP growth across Europe, causing decreased activity levels, lower investments, and increased unemployment could all negatively impact the demand for transportation. The Group is exposed to pandemics etc. The Covid-19 outbreak has throughout 2020 and 2021 illustrated how a pandemic can affect nations, individuals, and companies. A resurgence of Covid-19 or a new pandemic could expose the Group to operational and financial risks. The Group is exposed to government decisions regarding lockdowns, travel restrictions and other pandemic-related restrictions. A pandemic could potentially also impact the health of the Group's organisation when it comes to retention and motivation of employees. 38 > DFDS#39Risk Factors IT & Technology The Group is exposed to systems breakdowns, cyber-attacks and security breaches IT systems and platforms are an essential part of daily operations, increasing the Group's dependency on a stable and secure IT environment. Consequently, disruptions to the most critical systems can have significant negative impacts on commercial operations and earnings. Egress of data e.g., loss of data, cyber incidents causing shut down of critical systems, or information security (risk related to handling of data for passengers and freight customers) poses a risk to the Group and should be avoided. Failure to do so would not only severely affect daily operations but could also impose significant fines and loss of reputation. The Group is exposed to competitive risks relating to digital disruptions It is a strategic priority for the Group to be at the forefront of digitalisation, as new digital business models and platforms are emerging within the transport and logistic industry. Such platforms primarily seek to digitise the intermediary role between manufacturers and end users that today is managed by freight forwarders and transport service providers. The Group's current business model could be disrupted by new, evolving technologies for autonomous vehicles, -vessels and - terminals. Failure to adapt to the technology-driven industry development could lead to long-term loss of customers and earnings. Environmental The Group's shipping and logistics operations may involve an environmental risk Challenges related to climate changes are eminent and attention to emissions is increasing year by year. Along with increasing focus comes growing expectations. As the Group is operating within the transportation industry, the Group is subject to expectations from many stakeholders including its customers and regulatory institutions. Failure to live up to climate requirements could impact both the Group's licenses to operate in certain markets and its reputation, and thereby the financial performance in the form of lost business or fines from regulating institutions. Further, potential regulation from the European Union and the International Maritime Organisation (the "IMO") could require increased CO2 efficiency and potential significant tax on CO2. The Group's shipping and logistics operations may involve a risk of environmental pollution The Group incurs, and also expects to incur in the future, costs and resources to comply with environmental laws and regulations. Environmental and safety measures are based on the Group's environmental and safety policies, as well as rules and regulations and customer requirements. Changes in these factors can increase costs for the Group. The Group is exposed to seasonality and weather-related risks The Group is exposed to large seasonal variations in the number of passengers and earnings. Also, adverse weather conditions, especially during the fall and winter, may cause delays or cancellations of the Group's services. Seasonality and service disruptions caused weather conditions or otherwise may have a negative impact on the operations and earnings of the Group. 39 > DFDS#40Risk Factors Market risk The Group is exposed to competing forms of transportation The freight- and passenger-shipping markets are impacted by industry-specific market conditions, including changes in market conditions faced by competing forms of transport such as road, rail and air - the latter of which mainly impacts the passenger sector. Although air transport can only partly be considered a directly competing product to the Group, price has a crucial influence on the customers' perception of a travel product relative to the price they are willing to pay for the transport component of such product. In addition, markets are impacted by changes in local and regional competition, such as the opening or closing of competing routes and capacity increases on existing routes. If competition from direct and substitute providers in the markets in which the Group operates intensifies in the future and cannot be compensated for by new or already implemented improvement measures, it may significantly affect the performance of the Group. The Group is exposed to risks from chartering of vessels The Group mainly charters freight ships for varying periods. Such charters are subject to price risks (charter rates) and risks concerning availability of ships that fit operational requirements. Similar risks, including counterparty risks, are relevant when chartering out excess ships. In addition, there is a price risk related to acquiring or ordering ships at cycle peaks. In connection with the ordering of ships, there is a default risk related to the shipyard, which can lead to additional costs, including delayed delivery. Although the Group endeavours at any time to charter in or out vessels on profitable terms, subsequent market developments may cause charter contracts to become unprofitable in the long term which in turn may affect the future performance of the Group. Due to the ongoing process of replacing and renewing the Group's fleet, the sale of ships or the cancellation of contracts may result in gains, losses and costs that are not included in annual profit forecasts. The Group is dependent on access to suitable port facilities to carry out its business The Group is dependent on access to suitable and to some degree customized ports and port facilities for an efficient operation. The Group may also be exposed to increases in costs and charges imposed in the various ports. Any significant increase in these costs and charges could adversely affect the Group's business and financial performance. The Group is exposed to overall freight volumes Risks of major fluctuations in earnings caused by market changes and changes in economic growth are highest for the Group's shipping activities and lowest for the transport and logistics activities. The difference in risk profile is due to a high share of fixed costs in ferry shipping as opposed to a high share of variable costs in transport and logistics as the majority of transport services is subcontracted to external carriers. If demand in the freight market decreases, the capacity utilisation of the ferries may be reduced and the cost per unit of freight may increase. In such a case, if the Group fails to adapt its tonnage sufficiently to the market conditions, it may have a material adverse effect on earnings. The Group is exposed to changes in freight patterns Much of the Group's activities are based on freight transported through the Group's route network. Having a balanced freight pattern is an important prerequisite for profitability in the route network, as this enables acceptable utilization of the capacity deployed. Changes to the freight pattern may put downward pressure on the profitability of one or more routes, which may affect the future performance of the Group. The Group relies on long-term contracts with industrial customers in certain areas On a few routes, a significant proportion of freight volumes are derived from a few industrial customers. Risks inherent in such relationships are mitigated by multiple-year customer contracts that also reflect investment requirements to service such contracts. In the event that the proportion of long-term contracts cannot be maintained, it could result in increased earnings fluctuations and uncertainty. 40 40 > DFDS#41Risk Factors Compliance & legal risk The Group is exposed to reputational damage, claims and fines As a Group with broad European reach, the Group is subject to national and international regulatory requirements. This is in particular applies to regulations relating to tax, customs, VAT, privacy and competition law, which all continue to increase in scope and complexity, potentially having a material impact on the cost of doing business. The Group's revenue derives partly from on board duty free-sales which are subject to specific regulations which may be subject to change on short notice. Non-compliance could result in fines, license to operate in certain markets, and furthermore carry a long-term impact on the Group's reputation, which may negatively impact relationships with its customers and partners and the public image of the Group. The Group is exposed to Political decisions and legislative changes The Groups activities are impacted by changes in rules and regulations governing the shipping and transport sector, as well as changes in the overall conditions concerning Europe's infrastructure. In addition to political bodies, the Group is subject to International Maritime Organization (IMO) conventions. The IMO is the UN body responsible for maritime issues, primarily safety and environment. Changes in the above rules and regulations can have negative financial consequences, including higher costs and changes in the travel patterns of passengers and routing of freight, including the distribution between sea and land transport. The Group is subject to anti-trust risk The Group operates in markets which are subject to close scrutiny by the competition authorities with jurisdiction in the states in which the Group operates, including the European Commission and the EFTA Surveillance Authority. Any finding of breach of competition laws in such inquiries may have a significant adverse effect on the Group's business, financial position, results of operations and available cash, because of potential fines, the costs associated with asserting the Group's legal interests related to such inquiries, possible litigation by third-parties claiming compensation for any alleged harm and reputational damage. Employees The Group is exposed to the risk of not retaining or attracting talented and diverse employees Talented and engaged people are key to the continued success of the Group. Focus on talent attraction, retention and diversity is essential to maintain both performance and development of the Group. A good work environment, strong leadership, attention to employee development and opportunities and high focus on diversity set the base for attracting and retaining people and talents. Loss of experienced key employees or lack of attracting new talents can potentially have long-term negative consequences for the operational, strategic and financial development off the Group. Wages are a major component of the Group's cost base. Any significant growth in wage costs may have a material adverse effect in the financial position and performance of the Group. 41 > DFDS#42Risk Factors Operational and security risks The Group is exposed to safety and security risk The security and safety of passengers, crew, drivers, tonnage, trucks and cargo take the highest priority, and are integral to the Group's general policies, strategies and targets. The Group develops its security management system on an ongoing basis. The system consists of documented processes that maintain a constant focus on all aspects of security onboard, for trucks and in port terminals, including verification of compliance with current legislation as well as the Group's internal specifications. Nevertheless, security and safety failures may occur which can cause unplanned periods in dock, interruption of schedules, and losses to the Group, including but not limited to claims for damages in contract and/or in tort. The Group is exposed to the risk of loss of its vessels or other accidents Material damage to vessels, terminals and warehouses may occur due to accidents, design defects, human error, inadequate maintenance, terrorist attacks, and meteorological or other outside conditions. These risks are controlled and mitigated partly through compliance with safety requirements and routines, as well as preventive work, and partly through insurance against risk. The Group only takes out insurance to a limited extent when it comes to the risk of business interruption, be that increased costs of work or loss of income. Financial risk The Group is exposed to fluctuations in bunker prices The freight industry is highly exposed to fluctuations in the bunker price and in many cases contracts are entered with the customers in which the customers agree to pay part of the cost of bunkers. The Group is exposed to the risk that the increase in bunker cost cannot be passed on to the customers, which would result in higher costs to the Group. Increased bunker costs may have a material adverse effect on the future performance of the Group, the results of operations, cash flows and financial position of the Group. The Group is exposed to changes in interest rate levels & currency risks The Group is exposed to changes in the interest rates through the Group's loan portfolio. Interest rate movements unfavorable to the Group may increase the Group's interest expense, which could have a material adverse effect on the Group's future performance and financial position. The Group operates in different countries across Europe. Currency risk arises when there are differences between income received and expenses paid in different currencies, particularly EUR, GBP, TRY, SEK, NOK and DKK and in relation to investments/purchase of non-current assets and repayment of loans in foreign currency. As a result of the Group's international operations, the Group is exposed to fluctuations in foreign exchange rates which could adversely affect the Group's business. Business development The Group is exposed to risks associated with business development and investments The Group's growth strategy entails business development and investment risks. This is related to both organic growth from investment in ferries and growth driven by the opening of new ferry routes, new logistics activities, acquisition of companies and activities. The most pervasive risk associated with organic growth is related to the expansion of capacity on a route by deployment of larger ferries. The acquisition of companies and activities involves significant risks that are linked to the size of the investment and the complexity of a subsequent integration process. 2 42 X DFDS#43Risk Factors Risks related to the bonds All investments in interest bearing securities have associated risks. The risks are related to the general volatility in the market for such securities, varying liquidity in a single bond issue as well as Issuer specific risk factors. An investment in interest bearing securities is only suitable for investors who understand the risk factors associated with this type of investments and who can afford a loss of all or part of the investment. Risks related to the market value of the bonds There is a risk that the value of the Bonds may decrease due to changes in relevant market risk factors. The price of a single bond issue will, generally, fluctuate due to general development in financial markets, as well as investor interest in the bonds, and developments in the markets in which the Group operates. Accordingly, there is a risk that the value of the Bonds may decrease despite an underlying positive development in the Group's business activities. Risks related to the Issuer's requirement to meet financial obligations There is a risk that the value of the Bonds may decrease due to changes in relevant market risk factors. The price of a single bond issue will, generally, fluctuate due to general development in financial markets, as well as investor interest in the bonds, and developments in the markets in which the Group operates. Accordingly, there is a risk that the value of the Bonds may decrease despite an underlying positive development in the Group's business activities. Risks related to the bonds being unsecured The bonds are unsecured. Consequently, right to receive payment on the Bonds in a default and enforcement scenario will be subject to all secured creditors first receiving due payments. Under insolvency proceedings, the Bondholders will not receive any payment unless there are remaining funds after the secured creditors of the Group have received payment in full. Insolvency proceedings could involve that the Bondholders only receive payments in part or not at all. The Group is dependent upon cash flow from its subsidiaries to meet its obligations, in general and under the Bonds The Group currently conducts a significant portion of its operations through, and a significant portion/most of its assets are owned by, its subsidiaries. As such, the cash that the Company obtains from its subsidiaries is an important source of funds necessary to meet its obligations. Contractual provisions or laws, including laws or regulations related to the repatriation of foreign earnings, corporate benefit and financial assistance, as well as its subsidiaries' financial condition, operating requirements, restrictive covenants in their debt arrangements and debt requirements, may limit the Company's ability to obtain cash from its subsidiaries that they require to pay their expenses or meet their current or future debt service obligations. The inability of the Company's subsidiaries to transfer cash to the Company may mean that, even though the Company may have sufficient resources on a consolidated basis to meet its obligations under its debt agreements, it may not be able to meet such obligations. A payment default by the Company, or any of its subsidiaries, on any debt instrument may have a material adverse effect on the Group's business, results of operation and financial condition. The Bonds will be structurally subordinated to the liabilities of the Company's subsidiaries None of the Company's subsidiaries will guarantee or have any obligations to pay amounts due under the Bonds or to make funds available for that purpose. Generally, claims of creditors of a subsidiary, certain hedge providers and trade creditors of the subsidiary, will have priority with respect to the assets and earnings of the subsidiary over the claims of creditors of its parent entity, including by holders of the Bonds. In the event of any foreclosure, dissolution, winding-up, liquidation, reorganization, administration or other bankruptcy or insolvency proceeding of any of its subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to its parent entity. The Company's creditors (including the bondholders) will have no right to proceed against the assets of such subsidiary. As such, the Bonds will be structurally subordinated to the creditors (including trade creditors) of the Company's subsidiaries. 24 43 > DFDS#44Risk Factors Risks related to the bonds (continued) The Company may not be able to finance a put option redemption The Bond Terms will require the Company to make an offer to repurchase the Bonds at 100% of their aggregate principal amount plus accrued interest if the Company experiences certain change of control event (a bondholder put option). The Company's failure to effect a put option when required would constitute an event of default under the Bond Terms. In addition, the Company's ability to repurchase the Company's as may be required by the Bond Terms will depend on the Group's access to funds at such time. It cannot be assured that there will be sufficient funds available to make these repayments and repurchases of tendered Bonds. An active trading market may not develop for the Bonds, in which case bondholders may not be able to resell the Bonds There is no existing trading market for the Bonds and the Company cannot assure that an active or liquid trading market will develop for the Bonds. No market-making agreement has been made for the Bonds. Future liquidity will depend, among other things, on the number of bondholders, the Group's financial performance, the market for similar securities and the interest of securities dealers in making a market in the Bonds. In addition, changes in the overall market for debt securities and changes in the Group's financial performance or in the markets where it operates may adversely affect the liquidity of the trading market in the Bonds and the market price quoted for the Bonds. As a result, the Company cannot assure that an active trading market will actually develop for the Bonds. The market for the Bonds may further be subject to disruptions that can cause substantial volatility in their prices. Any disruptions may have an adverse effect on the holders of the Bonds. The Company's credit rating and the Bonds expected credit rating, may not reflect all risks, is not a recommendation to buy or hold securities and may be subject to revision, suspension or withdrawal at any time One or more independent credit rating agencies may assign credit ratings to the Bonds. The ratings may not reflect the potential impact of all risks related to the structure, market, additional risk factors discussed herein and other factors that may affect the value of the Bonds. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal by the rating agency at any time. No assurance can be given that a credit rating will remain constant for any given period of time or that a credit rating will not be lowered or withdrawn entirely by the credit rating agency if, in its judgment, circumstances in the future so warrant. A suspension, reduction or withdrawal at any time of the credit rating assigned to the Bonds by one or more of the credit rating agencies may adversely affect the Group's access to capital, the cost and terms and conditions of its financings and the value and trading of the Bonds, which could have a material adverse effect on the Group's business, financial condition and results of operations. Risks related to amendments of the Bond Terms and remedies afforded to the bondholders The Bond Terms will contain provisions for calling meetings of bondholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all bondholders, including bondholders who did not attend nor vote at the relevant meeting and bondholders who voted in a manner contrary to the majority. The bond trustee may agree, without the consent of the bondholders, to certain modifications to the Bond Terms and other bond finance documents. Pursuant to the Bond Terms, remedies afforded to the bondholders are vested with the bond trustee, thus preventing individual bondholders from taking separate action. The Bond Trustee will be required to act in accordance with instruction given by a relevant majority of bondholders, but is also vested with discretionary powers. Further, remedies available to the bond trustee may be limited by laws relating to liquidation, administration, reconstruction, insolvency or other laws or procedures generally affecting the enforcement of creditors' rights, as well as any provisions generally applicable under applicable law. Risks related to the interest on the Bonds The bonds can be subject to a floating interest rate. The coupon payments, which depend on the NIBOR interest rate and the applicable margin, will vary in accordance with variability of the NIBOR interest rate. The interest rate risks related to part of the Bond issues will be limited since the coupon rate, where applicable, will be adjusted quarterly according to the change in reference interest rate (NIBOR 3 months). The primary risk for a floating bond issue will be related to the market view of the correct trading level for the credit spread related to a bond issue at a certain time during the tenor, compared with the credit margin which that bond is carrying. A possible increase in the credit spread trading level relative to the coupon defined credit margin may relate to general changes in the market conditions and/or Group specific circumstances. However, under normal circumstances the anticipated tradable credit spread will fall as the duration of a bond issue becomes shorter. In general, the price of bonds will fall when the credit spreads in the market increase, and conversely the bond price will increase when market spreads decrease. Reference rate benchmarks such as NIBOR may be discontinued over time. In case NIBOR is discontinued while the bonds remain outstanding, the bond trustee for the Bonds will adjust the interest rate in respect of the bonds for the remaining term of the bonds. The bonds may accordingly pay an interest rate after any such discontinuation and adjustment which may be higher or lower than in case such discontinuation and adjustment had not happened. An investment in bonds which pay a fixed rate of interest involves the risk that if the market interest rates subsequently increase above the fixed rate paid on such bonds, this will adversely affect the value of such bonds. 44 > DFDS#45Agenda DFDS DOVER 01 | Introduction 02 | Sustainability 03 | DFDS markets 04 | Financials 06 | Key terms and conditions 07 | Risk factors 08 | Appendix 45 > DFDS#46Income Statement 2018 2019 2020 2021 2022 DKKm Revenue Costs Full-year Full-year Full-year Full-year 15,762 16,798 14,130 18,279 Full-year 26,873 Ferry and other ship operation and maintenance Freight handling -3,583 -3,667 -2,569 -3,880 -6,426 -2,447 -2,521 -2,383 -2,598 -3,090 Transport solutions -3,236 -3,201 -3,244 -4,303 -6,657 Employee costs -2,796 -3,077 -2,862 -3,444 -4,730 Costs of sales and administration -712 -699 -520 -643 -1,015 Operating profit before depreciation (EBITDA) and special items 2,988 3,633 2,732 3,411 4,955 Share of profit/loss of associates and joint ventures 1 6 -5 -13 -14 Profit/loss on disposal of non-current assets, net 7 6 5 2 21 Depreciation, ferries and other ships -790 -1,225 -1,153 -1,322 -1,447 Depreciation, other non-current assets -296 -662 -721 -766 -1,058 Impairment losses, other non-current assets Operating profit (EBIT) before special items Special items, net Operating profit (EBIT) Financial income Financial costs Profit before tax Tax on profit Profit for the period Attributable to: Equity holders of DFDS A/S Non-controlling interests Profit for the period Earnings per share Basic earnings per share (EPS) of DKK 20, DKK Diluted earnings per share (EPS-D) of DKK 20, DKK -1 -7 -0 -0 -1 1,909 1,751 858 1,313 2,457 -49 -101 -117 34 25 1,859 1,650 741 1,348 2,482 6 6 5 29 66 -171 -284 -280 -307 -409 1,694 1,371 466 1,069 2,139 -57 -59 -24 -94 -120 1,637 1,313 442 976 2,019 1,630 1,309 433 958 2,010 8 4 9 18 10 1,637 1,313 442 976 2,019 28.99 22.88 7.56 16.69 35.09 28.87 22.80 7.56 16.67 35.04 46 45 > DFDS#47Balance Sheet | Assets DKKM Goodwill Other non-current intangible assets Software Development projects in progress Non-current intangible assets Land and buildings Terminals Ferries and other ships Equipment etc. 2018 2019 2020 2021 2022 Full-year Full-year Full-year Full-year Full-year 3,337 3,440 3,434 4,280 4,407 1,205 1,227 1,174 1,659 1,701 245 241 239 298 324 2 25 55 14 4788 4,934 4,901 6,252 12 6,444 163 201 183 427 559 1434 741 720 718 836 9731 10,950 11,220 11,460 13,186 740 742 723 1,289 1,600 Assets under construction and prepayments 1021 1,034 887 1,368 369 Right-of-use assets 3,337 3,133 3,926 4,648 Non-current tangible assets 13,089 17,006 16,867 19,188 21,197 Investments in associates, joint ventures and securities 43 53 49 35 13 Receivables 138 29 17 16 16 Prepaid costs 91 129 337 222 Deffered tax 70 47 57 31 124 49 Pension assets - 25 Derivative financial instruments 175 242 76 36 299 Other non-current assets 517 500 536 366 500 Non-current assets Inventories Trade receivables 18,395 22,440 22,304 25,807 28,141 201 219 169 269 324 2,077 2,409 2,014 2,772 3,343 Receivables from associates and joint ventures 86 46 28 26 23 Other receivables 296 422 589 624 649 Prepaid costs 259 336 309 299 368 Derivative financial instruments Cash Total current assets Assets classified as held for sale Total current assets Assets 57 75 149 22 48 761 840 1,261 902 1,189 3736 4,347 4,520 4,914 5,943 76 182 3736 4,423 4,702 4,914 5,943 22,132 26,863 27,006 30,721 34,084 47 > DFDS#48Balance Sheet | Equity & Liabilities DKKm Share capital Reserves Retained earnings Equity attributable to equity holders of DFDS A/S Non-controlling interests Equity Interest-bearing liabilities Lease liabilities Deferred tax Pension and jubilee liabilities Other provisions Derivative financial intruments Non-current liabilities 2018 Full-year 2019 2020 2021 2022 Full-year Full-year Full-year Full-year 1,173 1,173 1,173 1,173 1,173 -251 -120 -273 -396 -284 8,253 9,223 9,611 10,669 12,133 9,175 10,276 10,511 11,446 13,022 80 80 89 108 114 9,255 10,356 10,600 11,554 13,135 8,132 9,186 9,313 8,707 8,481 257 2,556 2,407 3,118 3,916 211 213 217 366 359 263 160 197 79 88 17 47 46 117 44 74 69 149 6 8 8,954 12,231 12,329 12,390 12,896 Interest-bearing liabilities 833 480 415 1,791 2,349 Lease liabilities 35 552 519 721 788 Trade payables 2,296 2,292 2,090 3,119 3,661 Payables to associates and joint venture 24 109 51 51 12 Other provisions 50 38 78 56 52 Correction tax 23 30 61 113 170 Other payables 470 581 674 679 756 Derivative financial instruments 20 19 52 77 40 Prepayments 171 172 136 171 223 Current liabilities Liabilities Equity and liabilities 3,923 4,275 4,077 6,778 8,053 12,877 16,506 16,406 19,167 20,949 22,132 26,863 27,006 30,721 34,084 48 > DFDS