DFDS Dover Pitch Deck

Disclaimer 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. No liability: Although the Company has endeavoured to give an accurate and complete picture of the Company, neither the Company nor the Joint Bookrunners can be held liable for any loss or damage of any kind arising from the use of this Material. Information sources: The information in this Material is presented by the Company and has been produced by the Company assisted by the Joint Bookrunners exclusively for information purposes. Only a limited due diligence has been carried out in connection with the preparation of this Material. Thus, there may be risks related to the Company which are not included in this Material and which could have a negative effect on the Company's operations, financial position, earnings, result and prospects. No information in this Material has been independently verified by the Company, the Joint Bookrunners or any advisor to the Company or the Joint Bookrunners. 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. Prospectus: This Material does not constitute a prospectus for purposes of the EU Prospectus Regulation (Regulation (EU) 2017/1129). Accordingly, this Material has not been approved by any supervisory authority. However, a prospectus or similar document relating to the admission of trading of the Bonds may be prepared. Each applicant will be deemed to have acknowledged and accepted not to have had access to such when applying for subscription of Bonds and that it will remain bound by its application following the publication of such document regardless of its content and any new or other information which may be contained therein. Distribution: This Material and the information contained herein is not intended for release, publication or distribution,, and must not be distributed or disseminated, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Singapore, or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures in addition to what is required under Danish law. No person resident or physically present in such jurisdiction may access this Material. No securities referred to in this Material have been or will be registered by the Company under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state or other jurisdiction of the United States. This Material may not be distributed into or in the United States or to any "US person" (as defined in Rule 902 of Regulation S under the Securities Act). 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