![\"DSV](\"https:\/\/www.europesays.com\/dk\/wp-content\/uploads\/2026\/02\/1770402666_495_910113836e7c039f513cbd29d8acf256.jpeg\")
DSV A\/S <\/p>\n DSV A\/S <\/p>\n
Notice of Annual General Meeting<\/p>\n
Notice is hereby given that the Annual General Meeting of DSV A\/S will be held on:<\/p>\n
Thursday, 19 March 2026, at 14:00 CET, at DSV A\/S\u2019 registered office <\/p>\n
DSV A\/S
Hovedgaden 630, 2640 Hedehusene, Denmark <\/p>\n
Doors open at 13:00 CET<\/p>\n
Light refreshments will be served before the Annual General Meeting (from 13:00 CET).<\/p>\n
1\u00a0\u00a0\u00a0\u00a0\u00a0 Agenda<\/p>\n
Report of the Board of Directors and the Executive Board on the Company’s activities in 2025<\/p>\n
Presentation of the 2025 Annual Report with the audit report for adoption<\/p>\n
Resolution on application of profits or covering of losses as per the adopted 2025 Annual Report<\/p>\n
Approval of the proposed remuneration of the Board of Directors for the financial year 2026<\/p>\n
Presentation and approval of the 2025 Remuneration Report<\/p>\n
Election of members for the Board of Directors<\/p>\n
Election of auditor(s)<\/p>\n
Any other business<\/p>\n
Language:
The Board of Directors has decided that all presentations and discussions at the Annual General Meeting will be conducted in English in accordance with the Company\u2019s Articles of Association.<\/p>\n
2\u00a0\u00a0\u00a0\u00a0\u00a0 Explanation of the agenda items<\/p>\n
Re item 1 of the agenda
Report of the Board of Directors and the Executive Board on the Company\u2019s activities in 2025<\/p>\n
The Board of Directors presents the report of the Board of Directors and the Executive Board on the Company’s activities in 2025.<\/p>\n
Re item 2 of the agenda
Presentation of the 2025 Annual Report with the audit report for adoption<\/p>\n
The Board of Directors proposes that the audited 2025 Annual Report is adopted.<\/p>\n
Re item 3 of the agenda
Resolution on application of profits or coverage of losses as per the adopted 2025 Annual Report<\/p>\n
The Board of Directors proposes a dividend per share of DKK 7.00.<\/p>\n
Please also refer to page 19 of the Annual Report 2025.<\/p>\n
Re item 4 of the agenda
Approval of the proposed remuneration of the Board of Directors for the financial year 2026<\/p>\n
The Board of Directors proposes that remuneration of its members for 2026 will be a base fee of DKK 800,000 per annum per ordinary board member, which is unchanged compared to 2025.<\/p>\n
Accordingly, in 2026 the remuneration will be as follows:<\/p>\n
Ordinary members of the Board of Directors receive basic remuneration amounting to DKK 800,000.<\/p>\n
The Chairman of the Board of Directors receives 3 times the basic remuneration (DKK 2,400,000).<\/p>\n
The Vice-chairman of the Board of Directors receives 1.5 times the basic remuneration (DKK 1,200,000).<\/p>\n
In addition, Board committee members shall receive the following remuneration:<\/p>\n
The chairman of the Board Audit Committee receives 1 time the basic remuneration (DKK 800,000) for the chairmanship, while each Audit Committee member receives 0.5 times the basic remuneration (DKK 400,000) for this committee seat.<\/p>\n
The chairmen of the Board Nomination and the Board Remuneration committees receive 0.5 times the basic remuneration (DKK 400,000) for each chairmanship, while each member of these committees receives 0.25 times the basic remuneration (DKK 200,000) for each of these committee seats.<\/p>\n
Re item 5 of the agenda
Presentation and approval of the 2025 Remuneration Report<\/p>\n
The Board of Directors proposes that the 2025 Remuneration Report is approved.<\/p>\n
Re item 6 of the agenda
Election of members for the Board of Directors<\/p>\n
The Board of Directors proposes that the Board of Directors is composed of a total of eight members, and that the following members are re-elected as members of the Board of Directors:<\/p>\n
Thomas Plenborg
Beat Walti
Tarek Sultan Al-Essa
Benedikte Leroy
Natalie Shaverdian Riise-Knudsen
Sabine Bendiek<\/p>\n
Further, as part of the continuous succession planning for DSV\u2019s Board of Directors, the Board of Directors proposes that the following candidates are elected as new members of the Board of Directors:<\/p>\n
Lars S\u00f8ren Rasmussen
Tan Chong Meng<\/p>\n
Background information on the candidates is attached to this notice.<\/p>\n
Re item 7 of the agenda
Election of auditor(s)<\/p>\n
The Board of Directors proposes re-election of PricewaterhouseCoopers, Statsautoriseret Revisionspartnerselskab, certified accounting member firm, CVR no. 33771231, as auditor for both financial and sustainability reporting purposes.<\/p>\n
This proposal is based on an updated review and recommendation by the Company’s Audit Committee. The Audit Committee has not been influenced by third parties or been subject to any agreements restricting the election of auditor(s) by the Annual General Meeting.<\/p>\n
3 Adoption requirements<\/p>\n
The following requirements must be satisfied for the proposed resolutions to be considered adopted:<\/p>\n
The resolutions proposed under items 2 through 7 can be adopted by a simple majority of votes in favour.<\/p>\n
4 Amount of share capital and shareholders’ voting rights<\/p>\n
Pursuant to section 97 of the Danish Companies Act, notice is hereby given that the Company\u2019s nominal share capital amounts to DKK 240,444,523 and is divided into 240,444,523 shares of DKK 1 each. Each nominal share amount of DKK 1 entitles the holder to one vote.<\/p>\n
5 Attendance and voting at the Annual General Meeting <\/p>\n
In order to attend and to vote at the Annual General Meeting, the following conditions apply:<\/p>\n
The voting rights of a shareholder are determined by the number of shares held by the shareholder on the Registration Date. Shares sold or acquired in the period between the Registration Date and the date of the Annual General Meeting do not affect the voting rights.<\/p>\n
The Registration Date is: Thursday, 12 March 2026, at 23:59 CET.<\/p>\n
The shares held by each of the Company’s shareholders are calculated at the end of the Registration Date at 23:59 CET. The calculation is made based on the shares registered in the register of shareholders and shares duly evidenced by notices to the Company about any purchase of shares not yet registered in the register of shareholders but received by the Company before the end of the Registration Date.<\/p>\n
Only physical persons and legal entities registered as shareholders at the Registration Date are entitled to attend and to vote at the Annual General Meeting, cf. the below regarding shareholders\u2019 timely request for admission cards.<\/p>\n
Attendance in person, admission cards and registration<\/p>\n
In order to attend the Annual General Meeting in person, shareholders must request an admission card no later than Monday, 16 March 2026, at 23:59 CET via DSV\u2019s online Shareholder Portal, which is accessible via the Company\u2019s website at\u00a0https:\/\/investor.dsv.com\/communication-shareholders<\/a>.<\/p>\n Admission cards may also be requested on the website of Computershare A\/S,\u00a0www.computershare.dk<\/a>\u00a0no later than Monday, 16 March 2026, at 23:59 CET, or by contacting Computershare A\/S by telephone on +45 4546 0997 no later than Monday, 16 March 2026 at 15:30 CET.<\/p>\n Admission cards will be distributed via email to the specified address. Accordingly, please make sure to register the correct email address. Both a printed version and an electronic version on smartphone or tablet of the admission card qualify for admission. Presentation of photo ID also qualifies for admission to the Annual General Meeting, provided that an admission card has been requested in due time.<\/p>\n Voting ballots will be handed out upon entry to the Annual General Meeting.<\/p>\n Proxy<\/p>\n Shareholders may also attend the Annual General Meeting by appointing a proxy.<\/p>\n A proxy can be appointed electronically on DSV\u2019s online Shareholder Portal accessible via the Company’s website at https:\/\/investor.dsv.com\/communication-shareholders<\/a>, or the website of Computershare A\/S,\u00a0www.computershare.dk<\/a>, no later than Monday, 16 March 2026, at 23:59 CET. A proxy may be revoked at any time.<\/p>\n Postal voting<\/p>\n Postal votes can be cast electronically on DSV\u2019s online Shareholder Portal accessible via the Company’s website at https:\/\/investor.dsv.com\/communication-shareholders<\/a>, or at the website of Computershare A\/S, www.computershare.dk<\/a>, no later than Wednesday, 18 March 2026, at 14:00 CET. Hard copy signed postal voting forms must be posted to Computershare A\/S, Lottenborgvej 26 D, 1. sal, 2800 Kgs. Lyngby, Denmark, or emailed to GF@computershare.dk<\/a>, and must reach Computershare A\/S no later than Wednesday, 18 March 2026, at 14:00 CET.<\/p>\n Once submitted, a postal vote cannot be revoked or changed.<\/p>\n Comments or questions to the Company\u2019s management<\/p>\n All presentations and discussions at the Annual General Meeting will be conducted in English.<\/p>\n Shareholders who are physically present at the Annual General Meeting may verbally make comments or ask questions to the Company\u2019s management at the meeting. Further, shareholders may make comments or ask questions in English to the Company\u2019s management in writing by submitting the comment or question in advance of the Annual General Meeting by email to investor@dsv.com<\/a>. All written questions must clearly state the identity of the applicable shareholder. Questions from shareholders will \u2013 to the extent possible \u2013 be answered either in writing prior to the Annual General Meeting and uploaded on the Company\u2019s website or presented by the chairman of the Annual General Meeting and answered verbally during the Annual General Meeting. The agenda and the full text of the proposed resolutions are included in this notice.<\/p>\n It will be possible to follow the Annual General Meeting via live webcast on the Company\u2019s website at http:\/\/investor.dsv.com<\/a> and on DSV\u2019s online Shareholder Portal, which is accessible via the Company\u2019s website at https:\/\/investor.dsv.com\/communication-shareholders<\/a>. It is noted that there will be no virtual voting option or live chat function for shareholders during the Annual General Meeting. As per the above, shareholders who are not attending the Annual General Meeting in person should submit any written questions or comments in advance of the Annual General Meeting.<\/p>\n Further information on the Annual General Meeting is available on the Company\u2019s website at http:\/\/investor.dsv.com<\/a>, including the total number of shares and voting rights on the date of the notice convening the Annual General Meeting; this notice; proxy and postal voting forms; and any other documents to be presented at the Annual General Meeting.<\/p>\n The custodian bank is Danske Bank, through which shareholders can exercise their rights.<\/p>\n This convening notice is published on the Company\u2019s website on http:\/\/investor.dsv.com<\/a>, via Nasdaq Copenhagen and is forwarded by email (electronic communication) to the shareholders registered in the Company\u2019s register of shareholders who have so requested.<\/p>\n DSV A\/S is a data processor, which means that DSV A\/S is responsible for the appropriate handling of the shareholders\u2019 personal data in accordance with the applicable rules. For further information, the Company’s privacy policy is available at https:\/\/www.dsv.com\/en\/about-dsv\/privacy-policy<\/a>.<\/p>\n Practical questions from shareholders<\/p>\n
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A proxy can also be appointed in writing using the proxy form, which is available on the Company’s website at http:\/\/investor.dsv.com<\/a>. Signed proxy forms must be sent to Computershare A\/S, Lottenborgvej 26 D, 1. sal, 2800 Kgs. Lyngby, Denmark, or emailed to GF@computershare.dk<\/a>, and must reach Computershare A\/S no later than Monday, 16 March 2026, at 23:59 CET.<\/p>\n
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Further information about the Annual General Meeting<\/p>\n