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Registration Document DFDS A/S – 28.06.2012 Registration Document Registration Document 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. Page 2 of 29 DFDS A/S – 28.06.2012 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 Page 3 of 29 DFDS A/S – 28.06.2012 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. Page 4 of 29 DFDS A/S – 28.06.2012 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
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