Registration Document

DFDS A/S – 28.06.2012

DFDS A/S

Copenhagen, 28.06.2012

Prepared according to Commission Regulation (EC) No 809/2004 - Annex IX

DFDS A/S – 28.06.2012

Registration Document Important notice

The Registration Document is based on sources such as annual reports and publicly available information. This Registration Document has been prepared in cooperation with the Arranger. This is subject to the general business terms of the Arranger. Confidentiality rules and internal rules restricting the exchange of information between different parts of the Arranger may prevent employees of the Arranger who are preparing this presentation from utilizing or being aware of information available to the Arranger and/or affiliated companies and which may be relevant to the recipients' decisions.

The Arranger and/or affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Registration Document, and may perform or seek to perform financial advisory or banking services related to such instruments. The Arranger's corporate finance department may act as manager or co-manager for this Issuer in private and/or public placement and/or resale not publicly available or commonly known.

Copies of this presentation are not being mailed or otherwise distributed or sent in or into or made available in the United States other than on the Issuer’s web page. Persons receiving this document (including custodians, nominees and trustees) must not distribute or send such documents or any related documents in or into the United States.

Other than in compliance with applicable United States securities laws, no solicitations are being made or will be made, directly or indirectly, in the United States. Securities will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The distribution of the Registration Document may be limited by law also in other jurisdictions, for example in Canada, Japan and in the United Kingdom. Verification and approval of the Registration Document by Finanstilsynet (The Financial Supervisory, Authority of Norway) implies that the Registration Document may be used in any EEA country. No other measures have been taken to obtain authorisation to distribute the Registration Document in any jurisdiction where such action is required.

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Registration Document Table of Contents:

1. Risk factors ...... 4 2. Persons responsible ...... 7 3. Definitions ...... 8 4. Third part information and forward looking statements ...... 9 5. Statutory auditors ...... 10 6. Information about the issuer ...... 11 7. Business overview ...... 13 8. Market outlook ...... 21 9. Administrative, management and supervisory bodies ...... 22 10. Major shareholders ...... 26 11. Financial information concerning the issuer's assets and liabilities, financial position and profits and losses ...... 27 12. Documents on display ...... 28 13. Cross reference list: ...... 29

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Registration Document

1. Risk factors

Macro-economic and market risks The market for sea transport of freight and passengers is affected by the general level of demand and by the state of the economy. Significant drops in demand will in most situations lead to overcapacity and increased price pressure in the market. Partly in order to counteract these cyclical risks, part of the DFDS ro-ro freight fleet consists of chartered vessels. The aim is that a certain proportion of the chartered tonnage will be for contracts of less than a year with the option of extensions, which facilitates the return of tonnage at short notice. All of the DFDS passenger ships are owned by DFDS, which limits the options for adapting passenger capacity in the short term. The container fleet is all chartered. Logistics activities make widespread use of subcontractors for land transport, and leased equipment, leading to a high proportion of variable costs and therefore substantially lower cyclical risk.

The UK market is DFDS’ single largest market which comprises both logistics activities and shipping routes. However, DFDS’ geographic diversification across Northern Europe as well as activities aimed at Russia and the surrounding countries reduces dependence on developments in any single region. The number of routes and other activities also helps balance commercial risks.

The market for sea transport of freight and passengers is also affected by industry-specific conditions, including changes in the market for alternative forms of transport, such as road, rail and air, the latter of which mainly impacts upon the passenger sector. In addition, the market is influenced by changes in local and regional competition, including the opening of competing routes and the deployment of additional capacity on existing routes.

A significant proportion of the freight on some routes stems from a small number of customers. The risk inherent in such relationships is partly limited by entering into long-term partnership agreements.

Risks associated with business development and investments Business development and investment risks stem from DFDS’s growth strategy, which includes both organic growth (e.g. the acquisition of tonnage) and growth through the acquisition of companies and activities. The most important risks associated with organic growth are related to capacity utilisation on the existing route network when deploying new or larger tonnage. Acquisitions of companies and activities involve significant risks, which increase in line with the size of the investment and the complexity of the subsequent integration process.

Risks associated with all forms of business development are managed by means of in-depth planning and decision-making processes based on internal policies and guidelines for investment, including a required rate of return.

The tonnage market DFDS mainly charters freight tonnage, which involves risks associated with price trends and the availability of sufficient tonnage in relation to the company’s needs. Similar risks are also relevant when chartering out excess tonnage. In addition, certain risks are associated with price trends and the time periods involved in ordering newbuildings.

Due to the ongoing process of replacing and renewing the DFDS fleet, the sale of tonnage or the annulment of contracts may result in gains, losses and costs that are not included in annual profit forecasts.

Security and environment risks DFDS uses freight and passenger ships, port terminals, warehouses and cargo carrying equipment and other operating equipment, all of which involve operational risks. These risks are controlled and minimised partly through compliance with safety requirements and routines, as well as preventative work, and partly through insurance against risk.

Environmental and safety measures are based on DFDS’ environmental and safety policies, as well as official regulations and customer demand. Changes in these factors can increase costs. The Group is insured against environmental risks as far as possible, and participates in preparatory legislative procedures through industry organisations.

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Registration Document

The DFDS CR report, for 2011 issued as an integrated part of the DFDS annual report, also accounts for safety and environmental risks as well as DFDS’ control practices and prevention efforts.

Political and legal risks DFDS’ activities are affected by legal and regulatory changes regarding the shipping and transport sector as well as the overall conditions for infrastructure in northern Europe. In addition to political bodies, DFDS is subject to International Maritime Organisation (IMO) conventions. The IMO is the UN body responsible for maritime issues, primarily safety and the environment.

Changes in laws and regulations regarding DFDS’ overall conditions can lead to negative consequences, including higher costs. This risk is linked to the requirement of lowering the sulphur content in bunkers to 0.1% in 2015 in the Baltic and the North Sea.

This is accounted for in the environmental section of the CR report.

Other significant political risks concern changes to taxation arrangements for staff at sea, loss of duty-free sales in Norway if the country were to join the EU, the cancellation of VAT exemption on tickets and on-board sales and change of tonnage tax schemes.

DFDS is actively monitoring developments in these areas, including through participation in industry organisations.

FINANCIAL RISK As an international company, DFDS is exposed to financial risks relating to changes in exchange rates, interest rates, oil prices and other factors. Such risks are managed in accordance with DFDS’ agreed policy for financial risk management. Decisions about risk management are discussed regularly by Executive Management, and the Board of Directors is regularly informed about risks and hedging.

The overall financial structure and financial needs are balanced. DFDS owns several ships without collateral, as a result of which refinancing risks are considered to be limited. The main focus in 2011 has been on ensuring future liquidity.

DFDS’ shipping activities involve a relatively high degree of capital intensity, and demand for transport services is cyclical to a certain degree. Together, this implies a risk of large fluctuations in earnings, and financial flexibility is therefore maintained through the capital structure. At the end of 2011, DFDS’ equity ratio was 54%. In light of DFDS’ growth strategy and the current increased uncertainty about the future macro outlook, the capital structure is deemed to be satisfactory.

The most important financial risk factors for DFDS are oil, interest rate, currency, investments and liquidity. It is the policy of the Group not to enter into active speculation in financial risks. The intention of the financial risk management of the Group is only to manage the financial risks attached to operational and financing activities.

The Group uses forward exchange contracts and currency options to hedge forecasted transactions in foreign currencies. Furthermore, the Group uses interest rate swaps to hedge the forecasted transactions related to interest transactions as well as forward oil contracts to hedge the forecasted oil expenses.

Currency risks Financial currency risks arise from translation of net investments in foreign companies (translation risks) and from other investments or liabilities denominated in foreign currencies (transactions risks). Currency risks are monitored continuously to ensure compliance with the financial risk management policy.

DFDS actively aim to reduce currency exposure by matching the currency positions, obtaining multi currency loans and by directing all currency balance positions towards the Parent Company DFDS A/S (the transaction risk) if possible.

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Registration Document Transaction risks The Group’s and the Parent Company’s most substantial currency balance position is in SEK. A strengthening of SEK, GBP and NOK, would have increased/decreased equity and profit or loss by the amounts presented in note 28 in the Annual Report 2011. This analysis is based on foreign currency exchange rate variances that the Group considered to be reasonably possible at the end of the reporting period. The analysis assumes that all other variables, in particular interest rates, remain constant. As all subsidiaries are operating in their own functional currency no effect will occur on the equity. Hedging is only done in the Parent Company. The Parent Company is furthermore exposed against fluctuations in EUR vs. DKK. Due to the recent turbulence in the EURO zone this risk is regularly monitored.

Translation risks Translation risks relate to translation of profit and loss and equity of foreign group enterprises into DKK. These risks are to some extent covered by loans in the respective foreign currencies. Derivatives are to some extent used to hedge translation risks.

Interest rate risks DFDS is primarily exposed to interest rate risks through the loan portfolio. The intention of the interest rate risk management is to limit the negative effects of interest rate fluctuation on the earnings. It is DFDS’ strategy that 40-70% of the net loan portfolio must be fixed-rate loans when taking contracted interest rate swaps and long term charter agreements into consideration.

Oil risks Financial oil risks in the DFDS Group are caused by oil swaps used to hedge bunker costs. In the freight area, oil-price risks are hedged to a large extent by price-adjustment clauses in transport contracts. The degree of hedging is also affected by capacity utilisation, i.e. all things being equal, greater utilisation will lead to a higher coverage ratio. It is estimated that a price change of 1% will entail a financial impact of approximately DKK 6.0m compared to the oil price level mid-February 2012, which was approximately USD 700 per ton.

Liquidity risks DFDS aims to maintain a minimum cash resource of DKK 400 million, which is regarded sufficient for the current operation. The cash resources are managed at Group level, and 12-months rolling cash forecasts are prepared on a monthly basis. The cash resources at 30 March 2012 were DKK 888 million. The central treasury department manages excess liquidity and cash resources. Cash at bank and in hand are primarily placed in the short money market as well as short term bonds, and due to banks are drawn mostly on overdraft facilities.

Credit risks DFDS’s primary financial assets are trade receivables, other receivables, cash at bank and in hand and derivative financial instruments. The credit risk is primarily attributable to trade receivables and other receivables.

Operational risks Operational risks arise from the cash flow transactions. The size of the transactions made through the financial year is affected by the change in different market rates such as interest and foreign exchange rates. Currency risks are monitored continuously to ensure compliance with the financial risk management policy.

More information regarding the Company’s risk factors, refer to Annual Report 2011

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Registration Document

2. Persons responsible

DFDS A/S confirm that to the best of their knowledge, after having taken all reasonable care to ensure that such is the case, the information contained in this Registration Document is in accordance with the facts and contains no omission likely to affect its import.

Copenhagen, 28.06.2012

DFDS A/S

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Registration Document 3. Definitions

Company / Parent Company / Issuer / DFDS - DFDS A/S

CR report - Corporate Responsibility report

Lo-Lo vessels - Vessels where cargo needs to be lifted-on/lifted off

Ro-Pax Vessels - Vessels designed for transport of rolling cargo and Passengers

Ro-Ro vessels - Roll-on/roll-off vessels designed for transport of rolling cargo

The Group - DFDS A/S and its subsidiaries

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Registration Document 4. Third part information and forward looking statements

If not otherwise indicated, DFDS A/S is the source of information in this Registration Document. Information which has been sourced from a third party has been accurately reproduced. As far as the Company is aware and able to ascertain from information published by such third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading.

The Registration Document is based on sources such as annual reports and publicly available information and forward looking information based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for the Issuer's (including subsidiaries and affiliates) lines of business. Important factors that could cause actual results to differ materially from those expectations include, among others, economic and market conditions in the geographic areas and industries that are or will be major markets for the Issuer's businesses, market acceptance of new products and services, changes in governmental regulations, interest rates, fluctuations in currency exchange rates and such other factors as may be discussed from time to time in the Registration Document. Although it is believed that the expectations are based upon reasonable assumptions, the Issuer can give no assurance that those expectations will be achieved or that the actual results will be as set out in the presentation.

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Registration Document

5. Statutory auditors

The Company auditor for the period covered by the historical financial information in this Registration Document has been KPMG, located at Osvald Helmuths Vej 4, Postboks 250, 2000 Frederiksberg, Denmark.

KPMG is member of The Danish Institute of Public Accountants.

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Registration Document

6. Information about the issuer

DFDS A/S is a Danish Public Company founded in year 1866 and is regulated by the Danish Companies Act and supplementing Danish laws and regulations. DFDS court of domicile is Københavns Byret. The Company Registered number is CVR-NR 14194711 and its registered business address is Sundkrogsgade 11, 2100 Copenhagen, Denmark, Phone: +45 3342 3342. Website: http://www.dfdsgroup.com/. The Company also carries on business under the secondary name “Det Forenede Dampskibs-Selskab, Aktieselskab”.

DFDS A/S is the parent company of the Group. For an overview of all its subsidiaries, see the DFDS annual report 2011 – note 42. DFDS A/S is also an operating company, which owns part of the fleet and operates a number of routes. DFDS Seaways operates a network of 25 routes with 50 freight and passenger ships, while DFDS Logistics provides freight solutions in Europe with trailers, containers, and rail. DFDS has around 5,100 employees in 20 countries.

DFDS works as part of the European transport sector, focusing on Northern Europe, Eastern Europe and Russia. DFDS’ routes link ports in the Baltic and in the North Sea and combine transport of freight and passengers, depending on market requirements. DFDS operates liner services with fixed schedules. DFDS’ transport and logistics activities primarily operate in the same markets covered by the route network. These services also support the capacity utilisation of the route network by specialising in transport solutions that involve shipping.

The history of DFDS - from 1866 to today DFDS was founded in 1866, when C. F. Tietgen merged the three biggest Danish steamship companies of the day.

From its inception, DFDS was a part of Denmark’s industrial and maritime history.

Since 1866, DFDS has been involved in domestic as well as international trade, transporting both freight and passengers. DFDS’ international activities started in the North Sea and the Baltic Sea, followed later by the Mediterranean. Towards the end of the 19th century, routes were also established to the USA and South America.

Land-based transport and logistics also became a part of DFDS’ business activities as freight transport by land began to grow, and in the 1960s the company introduced a door-to-door concept for freight.

A passenger route between New York and Miami, based on a cruise-ferry concept, was opened in 1982 but did not live up to expectations and closed in 1983. Subsequently, the DFDS Group was restructured and the activities in the Mediterranean and the routes to the USA and South America were sold.

Since then, DFDS’ geographic focus for shipping has been northern Europe.

Land-based haulage and logistics activities were developed on the basis of organic growth and company acquisitions. By the late 1990s, DFDS Dan Transport had become one of the largest landbased transport companies in northern Europe.

DFDS Dan Transport, however, was sold in 2000 to focus the Group’s resources on shipping.

Since then, freight and passenger shipping has been developed on the basis of organic growth and a series of acquisitions. The most important investments have been in the Swedish passenger and freight shipping company Tor Line in the early 1980s, the Norwegian freight shipping company North Sea Line in the late 1990s, the Lithuanian freight and passenger shipping company LISCO in 2001 and the Norwegian freight shipping company Lys-Line in 2003.

In 2004, the Company made a major investment in six ro-ro newbuildings from Flensburg Shipyard, which increased freight capacity and stimulated organic growth.

In 2007, a new management was appointed, and a new growth strategy was embarked on. After a period of setting the house in order and preparing for growth, DFDS fulfilled the strategic ambitions

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Registration Document and goals by signing an agreement with AP Moller-Maersk to acquire its shipping and logistics company Norfolkline in late 2009.

The acquisition was completed in July 2010, making DFDS the leading integrated shipping and logistics companies in northern Europe. This is based on a comparison of the revenue of DFDS and the revenue of DFDS’ primary competitors according to the companies’ 2011 annual reports. Among the largest competitors in terms of revenue are Stena Line and Finnlines. In 2011 DFDS’ revenue was 1,560 million Euros. In comparison the revenue for Stena Line was 9,684 million SEK which amounted to 1,086.7 million Euros based on the end of 2011 exchange rates of Danmarks Nationalbank. The revenue of Finnlines was 605.2 million Euros.

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Registration Document

7. Business overview

DFDS combines sea and land transport DFDS provides sea and land transport services to freight customers and passengers. DFDS is currently Northern Europe’s largest integrated shipping and logistics company. This is based on a comparison of the revenue of DFDS and the revenue of DFDS’ primary competitors according to the companies’ 2011 annual reports. Among the largest competitors in terms of revenue are Stena Line and Finnlines.

To maximise the capacity utilisation of the route network, DFDS actively seeks to expand each route's catchment area to attract more customers.

Volumes on freight routes are supported by local sales offices and own transport companies - operated by the Logistics Division - specialized in traffic with an element of sea transport.

On the passenger side, the majority of bookings are made on the internet, where the goal is to make it as easy as possible for customers to book their journeys.

Routes, ships and the network DFDS' route network encompasses both pure freight routes and combined freight & passenger routes. The network's freight routes are supported by DFDS' landbased logistics services.

An important success factor for DFDS is the ability to deploy ships on each route that matches the requirements of customers with regard to capacity, time schedule, reliability and facilities onboard.

The largest freight vessels transport 3,000-5,000 metres of freight, measured by the space that the cargo takes up on the decks (lanemetres). These ships can only accomodate twelve passengers, primarily drivers.

Combined freight and passenger ships typically have a freight capacity of 1,500 -3,000 lane metres, and room for 600-1,200 passengers.

Passenger ships typically carry 1,500-2,000 passengers, while the freight capacity is around 1,000- 1,500 lane metres.

DFDS' organisational structure

DFDS’ business structure consists of two divisions: Shipping Division and Logistics Division. Corporate functions are grouped into two areas: People & Ships and Finance.

DFDS' ro-ro freight and passenger shipping activities are operated under the DFDS Seaways brand and organised in the Shipping Division. Landbased trailer operations, logistics contracts, and container shipping are operated under the DFDS Logistics brand and organised in the Logistics Division.

Sales of freight solutions that cut across business areas and the network in general are co- ordinated through Freight Sales Solutions.

The Shipping Division operates DFDS' route network, divided into four business areas: o North Sea, Baltic Sea, English Channel and Passenger.

The Logistics Division operates DFDS' logistics activities, divided into five business areas: o Nordic Transport, Continental Transport, European Contract, Intermodal and Nordic Contract.

People & Ships provide HR services including crewing of ship for both freight and passenger ships. Furthermore, People & Ships provide ship maintenance and ship operations, including bunker optimization programmes.

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Registration Document Finance provides IT, procurement, legal and financial services for the Group. Financial services include services conducted by Group Treasury, Group Accounts, and Investor Relations.

Organisation:

CEO

People and Ships Finance HR Crewing Technical Supply Chain IT Finance

Logistics Division Shipping Division

Nordic Continantal European Nordic English Intermodal North Sea Baltic Sea Passenger Transport Transport Contract Contract Channel

Freight Sales Solutions

SHIPPING DIVISION The Shipping Division operates DFDS’ route network which is northern Europe’s most comprehensive network. The route network is divided into four business areas: North Sea, Baltic Sea, Channel and Passenger.

The activities of the Shipping Division include freight transported by Ro-Ro and Ro-Pax tonnage. In addition, the Shipping Division operates a number of passenger vessels. Furthermore, the Shipping Division operates port terminals in Gothenburg, Esbjerg, Vlaardingen, Immingham, Dunkirk, and Copenhagen.

In 2011 the North Sea was the largest business area within the Shipping Division generating 44% of revenues. The primary market areas of the North Sea business area are Denmark, Sweden, Norway, Germany, Benelux, and Great Britain.

The customer segments in the North Sea business area are mainly forwarding companies, hauliers, and manufacturers of heavy industrial goods. Manufacturers of heavy industrial goods as a customer segment in the North Sea primarily consist of manufacturers of motor vehicles, paper, steel, and chemicals.

DFDS has a range of competitors in the North Sea. Among these competitors are Cobelfret, P&O Ferries, and Stena Line. However, DFDS also faces competition from road and rail transport in general in the North Sea business area.

The primary market areas of the Baltic Sea business area are Denmark, Sweden, Germany, the Baltic States and Russia and other CIS countries. In 2011 the Baltic Sea business area generated 18 % of the total revenue for the Shipping Division of DFDS.

The customer segments in the Baltic Sea business area are mainly forwarding companies, hauliers, and manufacturers of heavy industrial goods. In the case of the Baltic Sea, manufacturers of heavy industrial goods primarily consist of manufacturers of motor vehicles and forest products. Furthermore, the Shipping Division provides services for passengers travelling with or without cars as a customer segment in the Baltic Sea business area.

The main competitors in the Baltic Sea business area are Scandlines, Stena Line, Tallink, and TransRussiaExpress (Finnlines). Furthermore, DFDS faces competition from road and rail transport in the Baltic Sea business area.

The primary market areas of the Channel business area are Great Britain and Eastern and Central Europe. In 2011 the Channel generated 13 % of the total revenue for the Shipping Division.

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Registration Document The customer segments of the Channel business area are mainly forwarding companies, hauliers and passengers with cars. The primary competitors in this business area are Eurotunnel and P&O Ferries.

The Passenger business area generated 24 % of the total revenue of the Shipping Division in 2011. The primary market areas are Denmark, Norway, Great Britain, Benelux and overseas markets.

The customer segments for the Passenger business area are mainly mini cruise, passengers with cars, conference guests, forwarding companies, and hauliers. Color Line, P&O Ferries, and Stena Line are the main competitors. However, DFDS also faces competition in the Passenger business area from various airlines.

In order to service all four business areas DFDS operates a fleet of Ro-Ro, Ro-Pax, and passenger vessels. Ro-Ro vessels are designed for transport of rolling cargo, eg. trailers and industrial cargo on cassettes, whereas Ro-Pax vessels also transport passengers. In the North Sea markets trailers are mainly unaccompanied, whereas in the Baltic and Channel markets trailers are mainly accompanied requiring passenger facilities onboard the vessels.

The passenger vessels are designed primarily for passenger transportation and entertainment. These vessels are characterized by a high quality of on-board facilities.

SHIPPING DIVISION

North Sea Baltic Sea Channel Passenger Share of 44% 18% 13% 24% Shipping Division revenue 2011 Routes Gothenburg- Fredericia- Dover-Dunkirk Copenhagen-Oslo Brevik/Imming Aarhus/ Dover Calais Amsterdam- ham Copenhagen/Kl (started Newcastle Gothenburg- aipeda February 2012) Esbjerg-Harwich Tilbury Kiel-Klaipeda Gothenburg- Karlshamn- Brevik/Ghent Klaipeda Esbjerg- Sassnitz- Immingham Klaipeda Esbjerg- Kiel- Harwich Karlshamn/St Cuxhaven- Petersburg Immingham Ystad- Vlaardingen- Swinoujscie Felixstowe (discontinued Vlaardingen- end October Immingham 2011) Rosyth- Kapellskär- Zeebrugge Paldiski (from October 2011) Ust-Luga-Kiel

Ships 19 ro-ro 2 ro-ro 4 ro-pax 1 ro-pax 1 ro-pax 7 ro-pax 4 passenger vessels Port Gothenburg None Dunkirk Copenhagen terminals Esbjerg Vlaardingen Immingham

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Registration Document Customer Forwarding Forwarding Forwarding Mini Cruise segments companies companies companies Passengers with Hauliers Hauliers Hauliers cars Manufacturers Manufacturers Passengers Conference of heavy of heavy with cars guests industrial industrial goods Forwarding goods (motor (motor vehicles, companies vehicles, forestry Hauliers paper, steel, products) chemicals) Passengers, with and without cars Primary Denmark Russia, other Great Britain Denmark market Sweden CIS countries Eastern and Norway areas Norway Germany Central Europe Great Britain Germany Sweden Benelux Benelux Denmark Overseas Great Britain markets

Main Cobelfret Scandlines Eurotunnel Color Line competitor P&O Ferries Stena Line P&O Ferries P&O Ferries s Stena Line Tallink Stena Line Road and rail TransRussiaExp Airlines transport ress Road and rail transport

At the end of 2011 DFDS operated 49 ships. A complete list of DFDS’ fleet as of December 31st 2011 can be found in the 2011 annual report on page 124.

Financial information for the business areas of the Shipping Division can be found in the 2011 annual report on page 25.

THE DFDS FLEET DFDS operated 49 ships at the end of 2011, predominantly ro-ro freight ships, ro-pax ships, and passenger ships.

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Registration Document Freight ships (ro-ro): Year built GT Lanemeter Deployment Ficaria Seaways 2006/09 37 939 4 650 Gothenburg-Brevik-Immingham Tor Freesia 2005/09 37 722 4 650 Gothenburg-Brevik-Immingham Tor Begonia 2004/09 37 722 4 650 Gothenburg-Brevik-Immingham Primula Seaways 2004 32 289 3 831 Gothenburg-Brevik-Gent Petunia Seaways 2004 32 289 3 831 Gothenburg-Brevik-Gent Magnolia Seaways 2003 32 289 3 831 Gothenburg-Brevik-Gent Selandia Seaways 1998 24 196 2 772 Gothenburg-Tilbury Suecia Seaways 1999/11 24 196 2 772 Vlaardingen-Felixstowe Britannia Seaways 2000/11 24 196 2 772 Vlaardingen-Felixstowe Ark Futura 1996/00 18 725 2 308 On charter Flandria Seaways 2000 13 073 1 692 Vlaardingen-Felixstowe Anglia Seaways 2000 13 073 1 692 Vlaardingen-Immingham Tor Botnia 2000 11 530 1 899 Kiel-Karlshamn-St. Petersburg Tor Finlandia 2000 11 530 1 899 Zeebrugge-Rosyth Maas Viking (2) 2009 29 004 3 663 Vlaardingen-Immingham Humber Viking (2) 2009 29 004 3 663 Vlaardingen-Immingham Tor Corona (2) 2008 25 609 3 322 Fredericia-Copenhagen-Klaipeda Hafnia Seaways (2) 2008 25 609 3 322 Cuxhaven-Immingham Fionia Seaways (2) 2009 25 609 3 322 Esbjerg-Immingham Jutlandia Seaways (2) 2010 25 609 3 322 Esbjerg-Immingham Tor Dania (2) 1978/95 21 491 2 562 Cuxhaven-Immingham (2) Transpulp 2006 23 128 2 774 Gothenburg-Tilbury

Freight ships (ro-ro) for delivery in 2012: Year built GT Lanemeter TEU (4) Stralsund NB 500 (Ark Germania) 2012 33 300 3 000 342 Stralsund NB 501 (Ark Dania) 2012 33 300 3 000 342

Ro-pax ships (3): Year built GT Lanemeter Passengers Deployment Dunkerque Seaways 2005 35 923 2 000 1 000 Dover-Dunkirk Delft Seaways 2006 35 923 2 000 1 000 Dover-Dunkirk Dover Seaways 2006 35 923 2 000 1 000 Dover-Dunkirk Regina Seaways (1) 2010 25 518 2 496 550 Kiel-Klaipeda Lisco Maxima 2009 25 518 2 496 550 Kiel-Klaipeda Lisco Optima 1999 25 206 2 300 328 Karlshamn-Klaipeda Dana Sirena 2002/03 22 382 2 056 623 Esbjerg-Harwich Liverpool Seaways 1997 21 856 2 200 340 Karlshamn-Klaipeda Patria Seaways 1991 18 332 1 710 222 Paldiski-Kapellskär Kaunas 1989/94 25 606 1 539 262 Kiel-Sassnitz-Ust-Luga Vilnius Seaways 1987/93 22 341 1 700 132 Sassnitz-Klaipeda (2) Norman Spirit 1992 28 833 1 784 1 100 Dover-Dunkirk

Passenger ships: Year built GT Lanemeter Passengers Deployment Pearl Seaways 1989/01/05 40 039 1 482 2 166 Copenhagen-Oslo Crown of Scandinavia 1994/05 35 498 1 370 2 026 Copenhagen-Oslo King Seaways 1987/93/06 31 788 1 410 1 534 Amsterdam-Newcastle Princess Seaways 1986/93/06 31 356 1 410 1 364 Amsterdam-Newcastle Princess Maria (Queen of Scandinavia) 1981/00 34 093 1 050 1 762 On charter

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Registration Document Sideport ships: Year built BT TEU (4) Deployment Lysvik Seaways 1998/04 7 409 160 Oslo Fjord-Continent/UK Lysbris 1999/04 7 409 160 Oslo Fjord-Continent/UK/Spain/UK Lysblink 2000/03 7 409 160 Oslo Fjord-Continent/UK/Spain/UK Lystind (2) 1990/00 4 471 56 Western Norway-Northern Ireland/Scotland (2) Tistedal 1996 4 464 129 Western Norway-UK/Continent

Container ships: Year built BT TEU (4) Deployment Dana Hollandia (2) 2002 6 370 698 Ireland-Continent Endeavor (2) 2005 7 642 750 UK-Ireland-Spain (2) Rheintal 1996 3 824 390 Norway-Continent

Notes: (1) Chartered tonnage (bareboat charter) (2) Chartered tonnage (time charter) (3) Ro-pax: Combined ro-ro and passenger ship (4) TEU: 20 foot container unit

For more technical information regarding the vessels please see: http://freight.dfdsseaways.com/ferry_fleet/

LOGISTICS DIVISION The Logistics Division operates DFDS’ land transport and logistics activities divided into five business areas: Nordic Transport, Continental Transport, European Transport, Intermodal, and Nordic Contract.

The Nordic Transport business area generated 15 % of the total revenue of the Logistics Division in 2011. The main activity of Nordic Transport is forwarding, mainly full and part loads. DFDS’ primary customer segments for the Nordic Transport business area are industrial production, automotive, and consumer goods. The main competitors for this business area are NTEX, DSV, Schenker, Blue Water, and various Lo-Lo operators.

The Continental Transport business area generated 31 % of the total revenue of the Logistics Division in 2011. The main activity for this business area is forwarding, mainly full and part loads.

The primary customer segments for the Continental Transport business area are industrial production, 3rd and 4th party logistics, high value sector goods, and temperature controlled goods. Cobelfret, P&O Ferrymasters, and LKW Walter are some of the main competitors. However, DFDS also faces competition from various Lo-Lo operators.

In order to ensure efficient operations and a competitive cost structure for the Nordic Transport and Continental Transport business areas, DFDS has established a Trailer Pool which serves both business areas. The Trailer Pool consists of approximately 2,350 trailers and 100 trailer units.

The main activity for the European Contract business area is contract logistics and in 2011 this business area generated 20 % of the total revenue of the Logistics Division. The European Contract business deploys approximately 750 trailers and 40 tractor units.

The customer segments of European Contract are mainly temperature controlled and ambient cargo for retailers/manufacturers, and aquaculture. Main competitors are amongst others McBurney Transport, Montgomery Transport, and STEF-TFE Tradimar.

The Intermodal business area generated 24 % of the total revenue of the Logistics Division in 2011. The main activities consist of rail transport services and container routes. The customer segments for the Intermodal business area are retail, contract management, paper industry, and industrial goods.

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Registration Document The Intermodal business area deploys 3 chartered container vessels, 3,750 containers, and 850 swap bodies. The main competitors for the Intermodal business area are BG Freight, Cobelfret Containers, Eucon (Irish Continental Group), MacAndrews, Samskip, and Tschudi Lines.

The main activity of the Nordic Contract business area is paper shipping logistics. The Nordic Contract business area generated 10 % of the Logistics Divisions total revenue in 2011.

The paper industry is the primary customer segment and Nordic Contract operates 5 sideport/container vessels on several routes. The competitors for the Nordic Contract business area consist of various Lo-Lo operators and container operators.

Logistics Division

Nordic Continental European Intermodal Nordic Contract Transport Transport Contract Share of Logistics Division’s 15% 31% 20% 24% 10% revenue, 2011

Container routes:

Norway – UK Contract Norway – Forwarding, Forwarding, Paper shipping logistics: Continent mainly full and mainly full and logistics: Ireland – part loads: part loads: UK/Ireland Continent Norway – domestic Ireland - Sweden-UK Holland – UK Ireland Main UK - Continent Spain Denmark – UK Germany-UK Norway – Activities Northern Norway- UK Belgium - UK UK/Continent Ireland retail Rail transport Warehousing Belgium – Norway – distribution services: UK Scandinavia UK/Continent/S Seafood Sweden- France- pain distribution Nordic - Italy Baltic/Russia Scandinavia Warehousing UK – Italy

Italy – Germany, Benelux Warehousing Italy

Trailer Pool serving Nordic 3 container Transport and Continental Equipmen 750 trailers vessels 5 sideport/ Transport t 40 tractor 3,750 container

units containers vessels 2,350 trailers 850 swaps 100 tractor units 8,000 m² 18,600 m² 15,000 m² 2,750 m² Milano 26,000 m² Warehous Peterborough Immingham Vlaardingen Rotterdam Moss es Larkhall Gothenburg Immingham Immingham Immingham Belfast Belfast Hamina Oslo Aberdeen Oslo Kristiansand Moss Peterborough Oslo Gothenburg Hamburg Brevik Larkhall Moss Sales Copenhagen Vlaardingen Kristiansand Belfast Kristiansand offices Immingham Gent Fredericia Limerick Brevik Dublin Brugge Copenhagen Boulogne Sur Immingham Immingham Dublin Mer Immingham

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Registration Document Rotterdam Milano Helsingborg Rattingen Waterford Industrial production Retail Temperature Industrial 3rd and 4th Contract controlled and production party logistics management Customer ambient cargo Automotive High value Paper Paper industry segments for retailers / Consumer sector industry manufacturers goods Temperature Industrial Aquaculture controlled goods

BG Freight Cobelfret

NTEX McBurney Containers Cobelfret DSV Transport Eucon (Irish Primary P&O Lo-lo operators Schenker Montgomery Continental competito Ferrymasters Container Blue Water Transport Group) rs LKW Walter operators Lo-Lo STEF-TFE MacAndrews Lo-Lo Operators Operators Tradimar Samskip

Tschudi Lines

Financial information for the business areas of the Logistics Division can be found in the 2011 annual report on page 31.

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Registration Document

8. Market outlook

The current economic situation in Europe, including developments in foreign exchange rates, the oil price and interest rates, implies a higher degree of uncertainty than usual.

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9. Administrative, management and supervisory bodies

BOARD OF DIRECTORS:

Bent Østergaard - Chairman of the Board Born in 1944. Bent Østergaard joined the Board of Directors in 2009 and was re-elected in March 2012. Positions: Lauritzen Fonden, CEO. Chairman of the Board at: Cantion A/S, Fonden Kattegat Silo, Frederikshavn Maritime Erhvervspark A/S, J. Lauritzen A/S, DFDS A/S, Kayxo A/S, NanoNord A/S, Member of the Board of Directors at: Comenxa A/S, Intelligent Building System Ltd (Durisol UK), With Fonden, Mama Mia Holding A/S, Royal Arctic Line A/S,Meabco A/S, Meabco Holding A/S Special competencies: 41 years of experience within the international shipping Industries. Experience as board member in International companies and companies quoted on the stock exchange. Extensive experience within shipping and financing.

Vagn Sørensen - Director, Vice-chairman of the Board Born in 1959. Vagn Sørensen joined the Board of Directors in 2006 and was re-elected in March 2012. Managerial positions: CEO GFKJUS 611 ApS, VOS Invest ApS Chairman: British Midland Ltd., E-Force A/S, FLSmidth A/S, FLSmidth & co A/S, KMD A/S, KMD Equity Holding A/S, KMD Holding A/S, Scandic Hotels AB, Select Service Partner Ltd., TDC A/S Board member: Air Canada Inc., Braganza A/S, CP Dyvig & Co A/S, Koncertvirksomhedens Fond, Det Rytmiske Musikhus Fond, Lufthansa Cargo AG, Royal Carribbean Cruises Ltd Special competencies: International management experience, including as CEO of Austrian Airlines Experience as board member in international companies and companies quoted on the stock exchange Airlines, including air freight

Claus Hemmingsen - Board member Partner and CEO, board member Born in 1962. Claus Hemmingsen was elected to the Board of Directors in March 2012. Position: CEO, Maersk Drilling, Partner in A.P. Moeller-Maersk A/S. Claus Hemmingsen’s responsibilities in A.P. Moeller-Maersk A/S cover Maersk Tankers, Maersk Supply Service, Maersk FPSO (Floating Production, Storage og Offloading units) Chairman: Denmark Hong Kong Trade Association Deputy Chairman of the board: Danish Shipowners’ Association Board member: Egyptian Drilling Company, International Association of Drilling Contractors (IADC), Danish Chinese Business Forum, EU Hong Kong Business Co-operation Committee. The Board of Directors is of the opinion that Claus Hemmingsen possesses the following special competences: International management and expertise in shipping and liner service.

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Anders Moberg - Board member Director, board member Born in 1950. Anders Moberg joined the Board of Directors in 2002 and was re-elected in March 2012. Chairman: Biva A/S, Clas Ohlson AB, OBH Nordica Board member: Ahlstrom Corporation OY, Amor GmbH, BYGGmax AB, HEMA BV, Husqvarna AB, ITAB AB, Rezidor AB, ZetaDisplay AB. Special competencies: International management experience Experience as board member in international companies and companies quoted on the stock exchange Retail trade

Ingar Skaug - Board member Managing director, board member Born in 1946. Ingar Skaug joined the Board of Directors in 1998 and was re-elected in March 2012. Chairman: Center for Creative Leadership, Bery Maritime AS, Ragni Invest AS Deputy Chairman of board: J. Lauritzen A/S Board member: Miros AS, Berg-Hansen AS, BLG GmbH & Co. KG. Special competencies: International management experience Experience as board member in international companies and companies quoted on the stock exchange Shipping and logistics Airlines and service companies

Jill Lauritzen Melby - Board member Accounts manager, board member Born in 1958. Jill Lauritzen Melby joined the Board of Directors in 2001 and was re-elected in March 2012. Chairman: Biva A/S, Clas Ohlson AB, OBH Nordica Board member: Ahlstrom Corporation OY, Amor GmbH, BYGGmax AB, HEMA BV, Husqvarna AB, ITAB AB, Rezidor AB, ZetaDisplay AB Special competencies: Financial control

Lene Skole - Board member Group director, board member Born in 1959. Lene Skole joined the Board of Directors in 2006 and was re-elected in March 2012. Position: Group Director, Coloplast A/S Board member: Coloplast Danmark A/S, Coloplast Ejendomme A/S, Tryg A/S Special competencies: International management experience Financial control

Kent Vildbæk - Staff representative Commercial Head, staff representative Born in 1964. Kent Vildbæk joined the Board of Directors in 2011.

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Tony Tranekjer Smidt - Staff representative Chief Officer, staff representative Born in 1976. Tony Tranekjer Smidt joined the Board of Directors in 2011.

Annette Bjerre Bjerregaard - Staff representative Dispatcher, staff representative Born in 1974. Annette Bjerre Bjerregaard joined the Board of Directors in 2011.

Jens Otto Knudsen - Staff representative Captain, staff representative Born in 1958. Jens Otto Knudsen joined the Board of Directors in 2011.

EXECUTIVE MANAGEMENT

Niels Smedegaard - President and CEO Born in 1962. Niels Smedegaard has been President and CEO of DFDS A/S since 2007. He holds an M.Sc. in Business Administration. Previous positions: Executive Vice President of Gate Gourmet Global Sales Solutions President and CEO of e-gatematrix Executive Vice President and CFO of Gate Gourmet Group Vice President of Swissair Associated Companies Finance Manager of SAS Service Partners

Torben Carlsen - CFO Born in 1965. Torben Carlsen has been CFO of DFDS A/S since 2009. He holds a M.Sc. in Finance. Previous positions: Partner, Odin Equity Partners COO and CFO, e-gatematrix Director & Partner, Polaris Private Equity Vice president Corporate Finance, Gate Gourmet

Peder Gellert Pedersen - Executive Vice President Shipping Division Born in 1958. Peder Gellert Pedersen is Executive Vice President of DFDS' shipping division which covers all passenger, Ro-Ro and Ro-Pax activities and their associated terminals. He is a licensed shipbroker and HD (O). He joined DFDS in 1994 after 15 years with Fredericia Shipping A/S.

Eddie Green - Executive Vice President Logistics Division Born in 1958. Eddie Green is Executive Vice President for DFDS's Logistics Division which includes all land transport on roads and railways, and also includes container and side port activities. He holds a degree in Economics. Eddie Green joined DFDS in 2010 after DFDS's acquisition of Norfolkline having joined Norfolkline as a Transport Manager in 1988. He later became UK Managing Director in Norfolkline (1992) and in 2007 he became Managing Director of the newly formed Norfolkline Logistics Division.

Henrik Holck - Executive Vice President People & Ships Born in 1961. Henrik Holck is DFDS' Executive Vice President People & Ships, which includes responsibility for technical management of ships, crewing and all land HR, as well as environment and sustainability. He holds a Master of Psychology. Henrik Holck joined DFDS in 2007 having previusly been a Management Consultant, HR Director/Vice President at Oticon, Orange and Foss.

As a result of his executive functions for the Company’s principal shareholder, Lauritzen Fonden , Bent Østergaard cannot be considered independent as per the recommendations on corporate governance. Due to the family relations to DFDS' majority shareholder, Lauritzen Fonden, Jill Lauritzen Melby is not considered independent as per the recommendations on Corporate

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Registration Document Governance. Ingar Skaug has been a Board member for more than 12 years and according to the recommendations on corporate governance he is therefore not considered independent.

Other than the above mentioned, there are no conflicts of interests between any duties to the issuing entity of the persons referred to above and their private interests or other duties.

All the members of the boards and management can be reached at the Company’s head office, Sundkrogsgade 11, 2100 Copenhagen, Denmark.

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10. Major shareholders

The Company’s share capital amounts to DKK 1 485 608 100. The share capital consists of one class of shares distributed on 14,856,081 shares, each with a nominal value of DKK 100. The DFDS share, ISIN DK0010259027, is listed on NASDAQ OMX Copenhagen under the ticker DFDS.

The ownership structure of DFDS:

Share of Capital % 1 Lauritzen Fonden 36,3 % 1 A.P. Møller-Mærsk 31,3 % Other institutional and financial investors 17,8 % Other registered shareholders 6,2 % Own shares 2,4 % Non-registered shareholders 6,0 % Total 100,0% 1 All with residence in Copenhagen

Lauritzen Fonden is the single largest shareholder of the Issuer and therefore has indirect control over the Company. Until 2010 Lauritzen Fonden owned more than 50% of all shares but in relation to the acquisition of Norfolkline from A. P. Møller-Mærsk A/S the Issuer arranged for a share issue by which the Lauritzen Fonden was diluted to its current ownership level. As part of the said transaction Lauritzen Fonden and A.P. Møller-Mærsk A/S entered into a shareholders’ agreement which by the European Commission was deemed to establish sole control for Lauritzen Fonden when the transaction was considered for merger control purposes.

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11. Financial information concerning the issuer's assets and liabilities, financial position and profits and losses

The financial information has been prepared in accordance with International Financial Reporting Standards as adopted by the EU and additional Danish disclosure requirements for annual reports of listed companies.

The financial information is incorporated by reference to the DFDS Financial Reports as follows:

Financial reports 2011 2010 Q1 2012 Q1 2011 DFDS A/S - Parent Income statement Page 62 Page 42 Balance sheet Page 64-65 Page 44-45 Cash flow statement Page 70 Page 49 Notes Page 72-122 Page 50-102

DFDS A/S - Group Income statement Page 62 Page 42 Page 11 Page 9 Balance sheet Page 64-65 Page 44-45 Page 13-14 Page 11-12 Cash flow statement Page 70 Page 49 Page 16 Page 14 Notes Page 72-122 Page 50-102 Page 17-18 Page 15-16 Accounting principles Page 115-121 Page 96-101 Page 17 Page 15 Auditors report Page 123 Page 103 http://www.dfdsgroup.com/Investors/Reports/

The historical financial information for 2011 and 2010 has been audited. The historical financial information for the interim reports has not been audited.

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the Issuer and/or Group's financial position or profitability.

There is no significant change in the financial or trading position of the Group which has occurred since the end of the last financial period for which either audited financial information or interim financial information have been published.

There has been no material adverse change in the prospects of the Issuer since the date of its last published audited financial statements.

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12. Documents on display

For the life of the registration document the following documents (or copies thereof), where applicable, may be inspected:

(a) the memorandum and articles of association of the issuer; (b) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the issuer's request any part of which is included or referred to in the registration document; (c) the historical financial information of the issuer or, in the case of a group, the historical financial information of the issuer and its subsidiary undertakings for each of the two financial years preceding the publication of the registration document.

The documents may be inspected at http://www.dfdsgroup.com/ or at the Issuer head office.

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13. Cross reference list:

In section 1 in the Registration Document information regarding risk factors are incorporated by reference to the Annual Report 2011 page 33-35, CR Report on page 38-55 and note 28.

In section 7 in the Registration Document information regarding subsidiaries are incorporated by reference to the Annual Report 2011 – note 42.

In section 11 in the Registration Document the financial information is incorporated by reference to the DFDS Financial Reports as follows:

Financial reports 2011 2010 Q1 2012 Q1 2011 DFDS A/S - Parent Income statement Page 62 Page 42 Balance sheet Page 64-65 Page 44-45 Cash flow statement Page 70 Page 49 Notes Page 72-122 Page 50-102

Information concerning 2011 is incorporated by reference from DFDS A/S – Annual Report 2011. Information concerning 2010 is incorporated by reference from DFDS A/S – Annual Report 2010. Information concerning Q1 2012 is incorporated by reference from DFDS A/S – First Quarter 2012. Information concerning Q1 2010 is incorporated by reference from DFDS A/S - First Quarter 2011.

The financial reports are available at: http://www.dfdsgroup.com/Investors/Reports/

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