Referat fra DSVs generalforsamling. Plenborg efter bestyrelsesuro: “Vi er nødt til at se mere indad”

Dear shareholders, welcome to our AGM here in Hedehusene in 2025. Also a warm welcome to the one joining via the online connection and also a warm welcome to all the employees listening in here in this house, but also globally. As last year, all presentation will be conducted in English, also the discussion, but there will be a possibility to get a translation via the headsets that have been available on this table. I think they are, I don’t know if they are out of order now.

I would also like to briefly touch upon the share price development since last year at the same time. Last year, the share price was DKK 1,064.5. And today, just a few minutes ago, the share price was DKK 1,475, corresponding to an increase of around 38%. Today, we will provide further insight to the recent development in our business and also provide a little bit of insight into the Schenker acquisition, which have contributed, as you can probably see from the stock price, positively.

Before we continue with this AGM, I will now hand over the word to you, Attorney Simon Milthers, whom we and the Board has appointed to chair this Annual General Meeting, and you will give us an insight on the agenda and practicalities.

Thank you very much, Thomas and the Board for appointing me as the Chair of this Annual General Meeting in DSV. I look forward to overseeing that the annual meeting is carried out, hopefully, in an orderly manner. Please note, as Thomas also just pointed out, that the general meeting will be conducted and the discussions and presentations will be in English. Before we get into the agenda of this Annual General Meeting, we have a few formal tasks to go through first. We need to determine whether the general meeting is duly convened and legally competent to transact the business comprised by today’s agenda.

Prior to this meeting, I have noted that the notice convening the meeting was published in due time and that it properly satisfies the Articles of Association and the Danish Companies Act. This means that we fulfill the requirements and can do the transactions under the agenda. Also for the sake of good order, I can inform the meeting here that immediately before we commence the meeting, 180 shareholders are physically present here today. In addition to those, there are some guests as well.

Furthermore, I can inform that approximately 76% of the votes and share capital is represented either by proxy or postal vote, 0.4% are represented physically here today. The final numbers will be noted in the minutes of the general meeting. Hearing no objections to these formalities, I conclude that the annual meeting is duly convened and legally competent to transact the business under the agenda. Thank you. I will record this in the minutes.

Now to everyone and maybe in particular, to those physically present here today at the meeting, I should inform that the Board of Directors has received, as I mentioned before, postal votes and proxies, which are equivalent to more than 75%, about 76% of the votes, also after deducting treasury shares. And at this point, I can also inform that the Board of Directors’ proposals and recommendations enjoy great and sufficient support by the votes cast in advance of the general meeting and thus, irrespective of what’s transacted here today will be adopted.

Section 101 subsection 5 of the Danish Companies Act, which requires a full account of the voting for every resolution at a shareholders’ meeting must be mentioned, however, even though the results are as just stated clear. I propose that we follow previous DSV and Danish market practice and deviate from providing a full account of the voting for every resolution. I allow myself to assume that we, again, this year can follow that approach. Thank you.

So a minor practical mentioning. A few people have already come up to me. But if anyone wishes to take part in a debate during the meeting, please address yourself to me and show me your ID so I can record your name for the minutes. This leads us to today’s agenda, which should now be visible on the screen.

Item #1 is the report of the Board of Directors and the Executive Board of the company’s activities in 2027 — sorry, 2024. And Item 2, presentation of the 2024 annual report with the audit report for adoption. And Item 3, resolution on application of profits or losses not relevant this year as per the adopted 2024 annual report. Item 4, approval of the proposed remuneration of the Board of Directors for the financial year 2025. And Item 5, presentation and approval of the 2024 remuneration report.

The first items will later on in this meeting be referred to as the introductory items. Item 6 is election of member of Board of Directors. Item 7 is election of auditors. Item 8 are proposed resolutions. And this year, there are 3 such proposed resolutions. Number one being an authorization to increase the share capital. Number two, 8.2 being the authorization to acquire treasury shares; and 8.3, amendment to the remuneration policy.

And before we round up the meeting, we have 9, any other business. Consequently, we move on to the first items on the agenda. And as it is common practice in DSV, the introductory items, item 1 through 5 are processed jointly and brought up for debate jointly. And those items, I will refrain from reading out loud once more. They should also be on the screen still, 1 through 5. The introductory items will be presented in the following manner. The Chair of the Board of Directors, Thomas Plenborg, will present the first part of the management report. He will be followed by CEO, Jens Lund, who will present the remainder of the management report.

Thereafter, CFO, Michael Ebbe, will present the annual report for 2024 for approval, including the grounds for the proposal for appropriation of profit and distribution of dividends. Conclusively, I will present the Board of Directors’ proposal under Item 4 and 5. That said, I will give the floor to the Chair of the Board, Thomas Plenborg.

Thank you, Simon. 2027 or was it 2024, was yet another year that marked by disruption and volatility in global supply chains, driven by geopolitical and macroeconomic uncertainty, not least relating to the situation in the Red Sea. We have stayed committed to our purpose, keeping our customer supply chains flowing. Our customers have recognized this dedication. And in 2024, we successfully grew our volumes organically and gained market share across all 3 divisions, in line with the commercial strategic initiative that was announced last year.

This achievement would not have been possible without the exceptional performance of our 73,000 employees worldwide. I sincerely thank each of you for your hard work and also for the unwavering support of our customers. During the first half of 2024, the Air & Sea division experienced further market normalization, leading to a decline in the group’s total earnings compared to the previous year.

This was as expected and in line with our financial guidance for the year. By the second half of 2024, the group returned to year-over-year growth, driven by solid volume increases across all divisions and stable margins in our Air & Sea division. Considering the market conditions, we delivered solid earnings across all our business areas, and we are satisfied with the financial performance for 2024.

DSV is strongly positioned and well prepared to navigate the continued market changes and dynamics to support our customers worldwide in 2025. Our Group CFO, Michael Ebbe, will provide further insights into the financials a little bit later. In 2024, as part of the changes in the executive management team, we intensified our focus on the organic growth strategy to optimize our commercial and operational performance.

Through our new commercial approach, we strengthened our service offering with an even stronger customer focus. This included expanding our industry-specific solutions within dedicated verticals such as automotive, technology, industrial, retail and pharma and health care and approaching relevant customers as one enterprise with end-to-end service offerings.

On the operational performance, we made significant progress by increasing our productivity and improving network services for air, sea, road freight, combined with optimizing our global warehouse footprint in the Solutions division. Combined, these commercial and operational initiatives contributed to a strong momentum, leading to organic market share gains across all divisions for the first time in several years.

Looking ahead, we are confident that this strategy, together with our active M&A approach, will allow us to utilize our strong platform and generate significant value for DSV and of course, you, shareholders. DSV has a strong track record, built around M&A. And in September 2024, we took another significant step on the growth journey with the announcement of the acquisition of Schenker. This transaction is the single largest in DSV’s history, larger than all previous acquisitions combined.

The combination of these 2 strong companies will create a world-leading player in a highly fragmented and competitive industry. We believe Schenker is an excellent strategic fit across all our divisions with a similar business model, a strong commercial approach and a shared commitment to customers and social responsibility.

We look forward to welcoming more than 85,000 employees to DSV after closing of the transaction. Group CEO, Jens Lund, will provide further insights into the Schenker acquisition, but I can say that the equity market has responded positively to the transaction, which has been reflected in the share price performance since the announcement. In October 2024, we successfully raised a combined EUR 10 billion through an equity offering and bond issue.

Demand exceeded expectations with interest reaching 5.5x the amount available, meaning that we could unfortunately not allocate shares to all who wish to participate in the offering. We are truly grateful and proud of this overwhelming interest. On behalf of DSV, I would like to thank for your confidence and your support. We will work hard and are confident in this acquisition and look forward to creating long-term value for you, shareholders. We remain on track for the acquisition to close in the second quarter this year, pending on final regulatory approvals. Schenker acquisitions align with our growth strategy and is fully supported by our disciplined capital allocation, which remain unchanged.

We continuously seek value-creating investment opportunities. And when such opportunities are not available, and we are within the financial gearing target, we will return capital to you shareholders and buyback shares or pay out dividends. In 2024, we bought back 2.9 million shares until the announcement of the Schenker acquisition. And for the year, we are proposing a dividend of DKK 7 per share, representing 16.5% of the net profit.

Our target remains to keep our gearing ratio below 2, defined as net interest-bearing debt above EBITDA, and we aim to return to this level within 18 to 24 months after closing of the Schenker transaction. To support our continuing M&A strategy, we are today proposing to renew our authorization to increase the share capital by 20%, consistent with previous authorization.

We view this as an important tool to enable future M&A, which has been a key driver for the strong share price performance over many decades, and we will revisit this topic later today. Sustainability remains a key priority for DSV, embedded across all levels of the DSV organization. We acknowledge that with the Schenker acquisitions come even greater responsibility. We remain firmly committed to advancing the decarbonization agenda, ensuring that our growth is aligned with our net zero target for 2050.

In 2024, we made good progress in our sustainability efforts, driven partly by our internal carbon fee fund. This initiative allows us to collect internal fees based on emissions from our business units and hereby finance sustainability initiatives across the company. We continue to focus on the electrification of our road operations. And in 2024, we reached an agreement with Volvo with 300 electric trucks to be deployed in Europe.

At our new state-of-the-art warehouse in Horsens, which some of you may have seen here in Denmark, we have also made significant investment in our renewable energy. We have installed our largest roof-mounted solar panel system in the world, which generates power for our facilities and for charging electric trucks. The system is also designed to supply the national grid with excess energy, contributing to a sustainable energy ecosystem. We’re also actively collaborating with our customers on the supply chain optimization with the integration of CO2 footprint information on all customer invoices, helping our customers understand and reduce their environmental impact.

DSV is a truly global organization with a presence in over 80 countries and workforce of more than 160 nationalities. We have a strong organizational culture with human rights, diversity, inclusion and employee satisfaction being cornerstones. In addition to the integrated reporting on sustainability in the annual report for 2024, we have recently published our first stand-alone human rights report, reinforcing our commitment to strengthening transparency and accountability in this critical area.

To assess employee satisfaction, we again last year, conducted a global employee survey, gathering valuable feedback from employee experiences working for DSV and how they view the company. We are pleased that our employees again in 2024 rated DSV higher than benchmarks on key metrics such as satisfaction, motivation and loyalty.

In recent years, we have conducted internal campaigns and training to raise awareness of our whistleblower scheme. It is a high priority for us that our employees understand and respect code of conduct. This includes taking responsibility for speaking up and raising concerns if they suspect or know that something may not be as it should be. We have made progress on the gender equality in 2024 with the proportion of female leaders increasing from 34% to 35%. With women constituting 39% of our overall workforce, the gap between female employee population and the percentage of female leaders is only at 4 percentage points.

While this is an achievement we are proud of, the gender balance on leadership levels remain a key focus area, and we continue our efforts to motivate and empower more women to pursue leadership positions in DSV. We have set global targets for 2030 based on our 2024 baseline, aiming to increase the representation of women at senior management levels. We have further launched our women in leadership program designed to provide our female leaders with tools and support they need to succeed.

Before handing over the word to Jens Lund, our Group CEO, for an update on strategic and operational progress, I will briefly address succession plans, the composition of the Board of Directors as well as remuneration. First of all, I can say we have a truly committed Board in DSV. Throughout the year, we have had many good discussions as should be the case when working together.

And when it comes to decisions, we have been united 100%, with the only exception being the decision to change the Board composition, which was made in December 2024. For the sake of completeness, let me start by going back to the change of the CEO. At the time, Jens Bjorn has led successfully the company for 15 years. A succession plan was in place with Jens Lund as Vice CEO since 2021. It was well known in the Board, so it was largely a question of the right timing.

One consideration was the implementation and execution of a new commercial strategy with a focus on organic growth and gaining market share. Jens has been the instrumental person in developing the commercial strategy, of course, with the teams, and the Board wanted him to lead the execution and implementation of this. And it is very gratifying to see that it has already paid off last year with growth across divisions. Another consideration was the potential acquisition of Schenker, a succession during a large and transformative acquisition and especially during subsequent integration was considered risky. A unanimous Board decided to execute on the CEO succession plan in October 2023.

Turning to the composition of the Board. We conduct an annual self-evaluation to assess the composition, competencies and overall performance of the Board to ensure it is well prepared to support and evaluate the performance of the management team and the company.

External advisers are brought in every third year to help conduct the evaluation. This was the case in 2024. The evaluation focuses on key areas such as work and results, composition, collaboration with the Executive Board, for succession planning, the role of the chair and future focus areas.

A key outcome of the self-evaluation was the need to ensure succession planning, ensure an ongoing globalization of the Board while maintaining a strong focus on expanding the Board’s expertise in technology and international business culture to support DSV’s long-term development and its expanding global scope, particularly following the Schenker acquisition. Succession plan remains a top priority, and we have succession plans in place. These are part of a broader governance strategy designed to balance leadership continuity with relevant areas of expertise and competencies as the company evolves.

Given the magnitude of the Schenker acquisition, the Board has decided that maintaining continuity in the chairmanship will be critical until the companies have been successfully combined. This is a view our largest shareholders, both in Denmark and internationally, have strongly supported and even requested in order to mitigate the integration risks related to Schenker. Don’t rock the boat please has been a comment made from large shareholders.

We are completely aware that this may go beyond standard governance norms. Norms, we acknowledge as sound guidelines for good governance practice. However, the decision to extend the tenure of the chairmanship has been taken deliberately to protect the long-term interest of DSV at a time when the company is undergoing significant change.

Succession planning related to the chairmanship, Jens is part of it, will be implemented based on the progress of a successful integration of Schenker. Assuming the integration progresses according to plan, we intend to start executing on the succession plan for the Chairmanship again next year, that is at the next AGM in 2026. As a result of the acquisition of Schenker, the Board has identified a need for specific competencies and experience to complement the Board’s ability to support and ensure a successful integration and guide the company into the next growth phase. The Board, therefore, proposes the election of Natalie Riise-Knudsen and Sabine Bendiek. Natalie is a Swedish national and has executive financial leadership experience within global organizations.

Natalie is currently the CFO at COWI, a company with activities around the world, and she will bring expertise in navigating complex financial risk management landscape from various industries. Sabine is a German national with extensive executive experience in IT and digital transformation, having worked in large international companies to drive technology innovation.

Sabine was previously Chief People & Operations Officer and part of the Executive Board at SAP, responsible for more than 100,000 employees in more than 150 countries. Also following the completion of the Schenker acquisition, the Board has the intention to nominate Jochen Thewes, currently the CEO of Schenker for election at an Extraordinary General Meeting. Jochen’s executive experience in logistics, international experience and knowledge of the German business culture, particularly within the Schenker organization, will strengthen the competencies in the board and contribute to the integration of Schenker.

As communicated in December 2024, Niels Smedegaard, Marie-Louise Aamund, Helle Ostergaard will now stand for reelection. They have all been important and all made important contributions in the transformation of DSV becoming a true global leader in our industry. And I would like to thank each of you for your contributions to the company’s success.

Overall, we are convinced that the proposed new composition of the Board will steer DSV through a successful integration and continued growth to the benefit of customers, employees and of course, you, shareholders.

Lastly, I will address the remuneration of the Executive Board and the Board of Directors. In 2024, remuneration for the Executive Board and the Board of Directors follow our remuneration policy adopted back in 2021. Members of the Board of Directors received a base fee of DKK 600,000 in 2024. For 2025, we propose increasing the base fee to DKK 800,000 to reflect the expanded functions, international scope as well as increased complexity and responsibilities as DSV with the acquisition of Schenker become the world’s largest transport and logistics company.

The increased base fee will be in line with the base fee in the boards of our closest industry peers and with companies of similar sizes and will allow us to continue to attract suitable candidates. The fee remained unchanged in 2024 compared to 2023. We also propose an update to the remuneration policy from 2021. The update will clarify a certain principle regarding the remuneration of the Executive Board and Board of Directors. For more details, please refer to the proposed remuneration policy for 2024 and for the remuneration report for 2024. Both are available on our homepage, dsv.com, and included in the notice to this AGM. And that will conclude my report. And then the floor is yours, Mr. Lund.

Thank you very much, Thomas, and good evening, everybody. Yes. I can move the slides forward on this one. We will talk a little bit about DSV, the DSV we know today. Actually, when I came in here, I had the pleasure of meeting some of the founders of DSV. I can see we have Erik Petersen down here and I also met [indiscernible] actually. And when I got to know DSV, the company had definitely a very different size, and I think it’s a great pleasure to particularly see you here today.

Today, we are 73,000 employees in the company, and we are present in more than 80 countries. On air freight, we are a very significant player today. We move 1.4 million tonnes of air freight. And just to give you an idea how much that is, it’s approximately 100 tonnes in one of the big jumbo jets. So as you can imagine, it’s significant volumes that we’re moving.

If we look at the ocean freight, we move 2.7 million TEUs per year. And on the biggest vessels, they take approximately 20,000 TEUs. So also on ocean freight, we are a very, very large player. On the land side, this is where you see us the most. We have more than 20,000 trucks on the road every day. So also a significant representation on that side. And then on the warehousing side, where we store many of our customers’ goods, we have more than 9 million square meters and a football pitch would be perhaps 10,000 square meters. So also here, you can imagine. It’s a very significant footprint that we have. We have this footprint basically in all geographies and have a very strong market representation across the board.

If we move to the next slide, we have our numbers here. And I can remember when I got to know DSV back in the year 2000, we had a margin of approximately 4% EBIT. Today, we have almost 10% margin on group level. And we even have certain business areas such as Air & Ocean that stand out with an 11% market or margin — profit margin and with a revenue of more than DKK 100 billion.

If you look at the land side, we have an operation that produces a revenue of more than DKK 40 billion. And on the warehousing side, it’s a little bit smaller operation. We have DKK 25 billion in annual revenue. This gives us a total revenue of DKK 167 billion, and our EBIT is, especially our operational profit, it represents DKK 16 billion.

You can see that the performance is weaker than 2023 because at that time, we came out of the sort of COVID period where we had very strong earnings and basically the earnings we have made in ’24, they represent a more normalized scenario. So this is a good baseline for driving the company forward.

Then, as Thomas talked about, we sort of had a situation where we had a tough time gaining market share. Therefore, it’s also a great pleasure that we introduced a new strategy supported by our employees. They started by embracing it, but also our customers enjoyed it. This means that we now have gained market share across the board, 7% on air with the market growing 4% and also 7% on ocean freight in volumes and the market grew 4% to 5% here.

On land, we actually also outgrew the market. We took market shares between 5% and 10% in the different markets where we operated in a stagnating market. So also exceptional performance by our road operation. And also on the Solutions side, we continued to outgrow the market. We grew more than 5% on Solutions, depending on how you measure it, whether it’s in footprint or in order lines. So also here, we have definitely seen that the revised or updated commercial approach has had a significant impact.

If we look at basically our strategy and the way we’ve sort of organized our company, it starts with an overall purpose. Our purpose is keeping supply chains flowing. It’s a commitment that we have to society, to our customers, and it’s something that our employees, they take very seriously to ensure that we always deliver our cargo at the right place, at the right time and also without damages. This is something that is the foundation for our company, and it’s something that all our stakeholders, they can relate to. Then the way we want to drive the company forward, it has to be in a sustainable way. We have to grow sustainably. So of course, that can have something to do with our carbon footprint, but it can also have something to do with the way we are organized and the way we run the company. So this is very important for us. The next thing that is very important for us is basically that we have our operational efficiency. DSV has always been a company that has focused on the operational efficiency and that we, through productivity and quality and the way we work, our work ethics deliver a solid product.

This is the foundation for our interaction with the customers. And this year — I’ve had meetings with many large customers also last year. And I must say that one thing that they really enjoy when they work with DSV is the quality of our services, and it’s a great foundation for expanding that relationship. If we look at the way we’ve organized the company, we have certain tracks that we focus on when we run the strategy.

So the first one that is mentioned here has been mentioned a couple of times, it’s a commercial approach. So how do we engage with our customers, being it the large or the midsized, but also the small customers. They all have to have a unique service offering that meets their requirements. This is something that has sort of evolved and developed over time. And the way we’ve organized ourselves recently definitely has helped us to drive the company forward and grow our volumes. When it comes to operations, we’ve always had a very good way of organizing ourselves. When you move cargo, there are 2 things you have to focus on. One is the physical flow. So how do we arrange the movement of volume of cargo throughout the globe.

The other one that we’ve been particularly strong at also is the digital flow. In order to move the cargo, there’s a lot of data that follows the cargo, and we need to have as little human interaction as possible. So basically, we get more shipments per person per day. This is also something that is helped by new technologies that we can introduce so that we can make tasks that were manual, we can digitize them, and then we can basically drive the productivity up.

We have road maps for this across all major business areas. And we can see when we buy companies, that we have a significant advantage when we compare to them. So this is a crucial track for us that we keep this advantage and that we keep on pushing to drive this thing forward. And another thing we have to focus on is communication, both internal communication and also external communication because the larger we’ve become, the more interesting we are for external stakeholders and the more important it is also that we get the information out internally on how to deliver on strategies, et cetera.

So this is a very important thing. Then another thing that sometimes we tend to forget it’s a people’s business. So all of 73,000 employees, we have to lead them and we have to educate them and train them how to operate in the most efficient way and how to govern the company every time it gets larger and larger.

So this is a strategic track that we have significant focus on, and we spend very much resource on. All this should — at the end of the day, as you can see in the middle, it says enterprise. In reality, it means that DSV should function as one unit globally, even if we consist of many small units. Having accomplished this task or these tasks, we’ll definitely be able to have a company that is fit for the future.

Then it’s the Schenker acquisition. Of course, it’s a big item for all of us that we have significant focus on. Right now, we can start by talking about the strategic rationale for buying Schenker. Schenker is a company that is almost the size of DSV. You will get the comparison figures on the next slide. But as you can see, they also have a significant exposure to air freight and ocean freight. They also have a land operation. They call it land, we call it road.

Their land operation is a little bit larger than ours. And then they also have a contract logistics operation. Their geographical footprint is also similar to ours. They have the largest representation in Europe, but they are also very strong in the Asia Pacific area and also in the Americas. So normally, when we buy companies that have the same type of operation as ourself, when we combine them, we get stronger because Schenker will have many areas where they are strong, and we also have many areas in DSV where we are strong.

So we will add significant volumes to our strongest division, the Air & Sea division, and we will be the market-leading player in this business area. We will also establish the strongest player on land transportation in Europe. We will have the strongest group network, and we will also be very strong on the direct business, the full and part loads, direct door-to-door. So also here, we will have something to bring to the market that the customers, they can enjoy a very strong service across all of Europe. Then if we look at basically the network services that we will be able to combine the Air & Sea network and the land network that we have across geographies, it will mean that we can provide an even stronger end-to-end service as well.

The business models, they are similar. They are asset-light. So it’s not like Schenker, they operate in a materially different way than DSV. Then when we make the integration, we consolidate the infrastructure, both the physical infrastructure, but also the infrastructure we have in the back end. This is something we’ve done many times. And we’ve not seen anything in Schenker that is different from what we’ve seen in previous transactions. But of course, we have to respect that Schenker is a very large company. So it will be material for us to project manage it. So we do this and allocate our resources in the relevant form.

Then the business case, we expect, as in previous business cases that we can basically drive our earnings per share up fairly quickly within a 24-month period. And that basically we’ll be able to lift the Schenker margins up to the DSV margins. And I think this is something where we have developed very good plans so that everybody knows what they need to do when we will be able to close the transaction.

Here’s a little bit of numbers. So yes, you can see because Schenker have a little bit different business mix. They have a higher headcount than we have. They have approximately 86,000 employees. We have 73,000. We produce higher revenue than they do also because of the business mix. And as you can see, we are more or less the same size when it comes to air freight and a little bit larger both on air and ocean freight. But also if you take the land side, you see that we have very significant operations, both of us, Schenker being a little bit larger. And then when it comes to the contract logistics, if we measure in footprint, we have more or less the same size.

So this will definitely create a powerhouse, the combination of the 2 entities. As you can see, this is still a highly fragmented market. The largest 20 players, they control approximately 30% to 40% of the global volume. DSV combined with Schenker will control between 6% and 7%. So there’s still plenty of room to grow also through M&A. And there’s nothing wrong with our strategy. It’s actually been the same since we sort of agreed to embark on this journey of M&A in DSV. We never thought we would get to the top of the table, but there is no reason for not continuing.

Sustainability, also an important topic these days. If we look at the way we’ve organized ourselves, of course, we have to look after the environment. I’ll come a little bit back to that, how our road maps they look and also how our basically current footprint sort of pans out when we look at sustainability. It’s a people’s business.

Tom has already alluded to it. We have basically a very good way, we are organized when it comes to our code of conduct, the way we practice our business. We also educate our people. We have many employees that have spent their whole career in DSV and have a long-term tenure. We’re very proud of that because the people is the foundation for our success.

If we take the governance side, I think we do the business with integrity, as I just mentioned. I think DSV is well known for being a solid business partner where we can drive the business forward together. We have supplier code of conduct. We have basically code of conduct in many areas, how we conduct business, and also that we do it compliant when it comes to international trade. We also have a very strong compliance programs for this.

So all in all, we believe that the company has a solid foundation on the ESG agenda. If we look at our carbon footprint, the carbon footprint is divided into 2 areas: Scope 1 and 2, which is very much within your own control. And Scope 3 is footprints that you are related to, but is produced by other parties.

As you can see, our footprint when it comes to Scope 1 and 2 is rather limited. Here, we have very solid plans to decarbonize and also very ambitious aspirations while we will be able to reduce this footprint with 50% until 2030. When it comes to the sort of scope 3 emissions, we have a plan to reduce it with 30% until 2030. And as you can see, these emissions, they mainly relate to air freight and land transportation and also to a certain extent to sea freight on the Scope 3.

Then in order to show you how we’ve evolved over time, you can see the road maps. So what have we done since 2019 and what’s the current status? And what would, if you look at the gray line, happen if we do nothing or the blue line, if we continue to execute on the road maps on the detailed planning that we have for decarbonization. This is an area where we, over the last 3 to 4 years, have put very high focus on and spent significant resources on. But at the end of the day, we have an obligation to leave the planet in a good state when the next generation takes over.

I think that was all that I had for now. And Michael will continue with the presentation of the financial figures. So thank you very much.

Yes. Thank you, Jens. I will now have the pleasure of presenting annual report for 2024, and this is how it looks in the printed version, 138 pages. I think like we have done in earlier years, I suggest that I go through some of the highlights. Jens and Thomas have already presented some of the performance elements in it. So I will just talk you through some of it.

First of all, one thing that is important to look at when you’re going through an annual report is actually the auditor’s report because that gives you a very good indication whether it makes sense to continue reading it. They kind of put a stamp on it and say whether it’s approved or not. PwC, our independent auditor, has actually provided an auditor’s report on our annual report without any reservations or supplementary information. I think the reason actually for the annual report to being as comprehensive as it is this year is that this is the first year where we have reported, what we call integrated report. That means that our ESG is included in the annual report.

We are still among the companies with the shortest annual report with these 138 pages actually. It also means that when you’re going through this annual report, you will actually find 2 reports from PwC. There is also a limited assurance report on the ESG part. So there — they have also given that without any reservations.

So all in all, the quality of our annual report is approved by PwC and gives a true and fair view, both on the financial side and on the ESG side. We will now focus on the financial side and go through our P&L, which you can see here. A couple of highlights on that page. You can see that we have managed to grow the revenue. Like Jens explained, it’s obviously due to the fact that we succeeded with the commercial approach that we have done. So we’ve increased the volume. We’ve also had, you can say, a higher freight rate, which has also impacted the revenue positively. Our GP is more or less in our gross profit, what we earn on each shipment that we do is more or less in line with last year, meaning that we can deliver an EBIT of DKK 16.1 billion. Bear in mind, last year, when we announced the outlook, we said that we would deliver between EKK 15 billion to DKK 17 billion and we revised that guidance later on to between DKK 16 billion and DKK 17 billion, so we are in our guidance.

Jens alluded to a little bit of compared to 2023, I think it’s also important to highlight that we — for the last 2 quarters, that means in essence, in H2 2024, that we actually performed better than the same period last year. So we are definitely on the right track. Another thing that you can see here that you did not see last year is our special items. This year, we conducted an operational excellence to see if we could save some costs because we had to do that.

And on the same time, we’ve also started slowly on preparation for the Schenker integration. So we also have some costs for that in that number. After paying taxes of 24%, we will then have a net profit for the year of DKK 10.1 billion. So that was the profit and loss. There’s also on this slide, you can see some other highlights, selected key figures. I think it’s important when you’re going through our balance sheet that you bear in mind that we have taken the first steps in order for us to prepare for the closing and the acquisition of the Schenker deal, meaning that we, like Thomas mentioned, that we have went out to the stock market to get DKK 5 billion — sorry, EUR 5 billion, obviously, in the equity raise and EUR 5 billion bond issuance. That’s important when you go through this.

You can see that our DSV shareholders’ share of equity is DKK 114.2 billion, corresponding to a solvency ratio of around 48%. Our invested capital has increased slightly compared to last year, mainly due to our net working capital that has increased a little bit.

If you look at the gearing ratio, Thomas said that we should be — that we have an aim to be below 2x, which is, of course, correct. Again, the equity raise that we did on EUR 5 billion, of course, have an impact. So right now, it says 0. It is actually adjusted for the equity raise. It’s around 1.5. And of course, it will look different as soon as we come to the closing and get to implement Schenker balance sheet in our P&L — in our accounts, of course.

Yes. And we have — if you look at duration of our bonds, so it’s also 5.8. So we have, you can say, a solid financial position to grow and build further upon from the DSV. All this coming back to what we have delivered in a long time series. It’s 17% on, you can say, annual growth rates cumulated. So we’re still high, you can say, growth year-on-year, if you look at this slide, which, of course, we hope that we can continue. Then I’ll go through the application of our profits. Thomas mentioned already now that is the dividend that we want to pay out roughly DKK 1.7 billion per share, 16.5% of the net profit. We have an aim to deliver around 10% to 15% of net profit. So we are slightly higher this year.

That also means that DKK 4.2 billion will be added to the equity. It’s important to notice that this is parent company accounts, which is the company that is listed, and this is a company that has to pay the dividend out. So this is where you need to look at whether it’s in a financial position where we can do share buybacks or dividend like we propose here. Share buyback, it’s smaller than what you have seen in the last couple of years. Again, Thomas mentioned that, it’s due to the fact that we did stop the share buyback after announcing the Schenker acquisition, obviously, because we need to use the money to pay for the Schenker shares. And in the parent account, equity is DKK 77.9 billion, which is around 49%. So also here, solid balance sheet that will enable us to pay out the dividend as proposed on the agenda item #3. I think that was very fast, but you are, of course, more than welcome to ask questions and also to go through this nice report that we have prepared.

Thanks Michael Ebbe, Jens Lund, and Thomas Plenborg. Before we go to questions, I, as mentioned earlier, need to present Item 4 and 5 of the agenda as well. So under Item 4 of the agenda, the Board of Directors proposes that the remuneration of the members of the Board of Directors for 2025 is based on a base fee of DKK 800,000, which is an increase compared to the base fee of 2024, which was DKK 600,000.

And under Item 5 of the agenda, the Board of Directors proposes approving the presented remuneration report, which has been available on the company’s website since the date of the notice convening this meeting and I generally refer to the remuneration report. I note, however, that the report concludes that the Board of Directors and the executive management were remunerated in accordance with the remuneration policy in 2024.

Now before I open the floor for questions and comments, even though Michael Ebbe has mentioned some of this or most of it, I shall, as the meeting chair, also note that the annual report is signed by the Board of Directors and the executive management and that the auditor has issued an unqualified opinion regarding the audit of the financial statements as well as a limited assurance conclusion regarding the sustainability statement.

As also stated by the CFO, the Board of Directors proposes that of the profit for the year being DKK 5.909 billion, an amount of DKK 1.683 billion is distributed as dividend, corresponding to approximately 28.5% of the profit for the year or DKK 7 per share of nominally DKK 1.

The Board of Directors proposes that the remaining profit of DKK 4.226 billion is transferred to the equity reserves. I will now shortly open the floor for questions and comments from the shareholders. To begin with, we have, prior to the general meeting, received notices from 4 shareholders who wish to speak and from which a planned contribution. I will first give the floor to Klaus Winkler from ATP, who will present a contribution on behalf of ATP. So Mr. Klaus Winkler, if you please come forward?

Thank you for the floor. My name is Klaus Winkler, and I’m representing ATP. With an EBIT of DKK 16 billion, DSV lived up to the expectation that we set for the year. However, what I find most noteworthy is a positive progress in generating positive organic growth. In my view, this demonstrates that DSV’s revised commercial strategy is starting to show results and give a positive picture for the future. I would also like to congratulate you with the acquisition of DB Schenker. Although DSV has completed many large acquisitions, this is in a league of its own and will undoubtedly be transformational for the company.

It will be a massive challenge, which is why it is crucial that DSV is well prepared for the upcoming integration. We look forward to the closing of the transaction and to hear more about the potential of the integration of DB Schenker. We were pleased to support the DKK 37 billion capital increase that was successfully carried out on the fourth of October last year.

This truly demonstrates that when done the right way, the stock market is a highly effective platform for raising capital even when dealing with very large amounts. It also shows, as we heard, a very broad support from the company’s investors for the acquisition. Today, we must also decide on the election of the Board of Directors. ATP supports the Board’s proposed candidates, including the reelection of the Board’s leadership. As mentioned, we supported the acquisition of DB Schenker by participating in the capital raise and would also like to back the proposed member of the Board and the significant task that lies ahead with integrating DB Schenker. However, I also appreciate the Chairman’s comment in his report, the step will be taking in the coming years toward a gradual change at the top of DSV’s Board of Directors.

Like many other companies, DSV has produced its first CSRD report. This has been a significant undertaking, undoubtedly placing demands on your organization. Hopefully, it also provides some positive value, making it more than just a compliance exercise. Now we see that the EU’s latest actions have created uncertainty around the new reporting framework, leaving companies unsure about the direction of ESG reporting. Regardless of where future regulation lands, ATP believes it’s crucial that companies focus their reporting on aspects that are generally significant for the business rather than providing excessively broad and less useful reports.

In this regard, I actually think DSV stands out as a positive example in the CSRD reporting compared to many of the other reports we have seen so far. We also heard 130 pages is actually a quite low number compared to very many other reports we have seen.

Lastly, I would like to wish the leadership and employees good luck in the coming years. Thank you for the floor.

Thank you, Klaus Winkler. We have another contribution from another shareholder, namely BLS Capital. And I would give the word to Peter Bundgaard, who is making his way up here now I see.

Dear fellow shareholders, Board members, management and employees. My name is Peter Bundgaard. I’m a co-founder and Portfolio Manager at BLS Capital. I stand before you today as shareholder or owner as we like to say in BLS Capital, but also as one who has followed DSV very closely over the years with great admiration.

DSV has an outstanding track record and is without doubt one of the most impressive businesses — the most impressive business stories in Danish history. Since it was founded in 1976, DSV has demonstrated a unique ability to create value through strategic acquisitions and more recently, also through a relentless focus on accelerating organic growth. DSV has continuously delivered value to our shareholders, not just in terms of increased revenue, but also in robust bottom line growth and total shareholders’ return.

Time and again, DSV has proven its capability to scale up and successfully integrate acquired businesses while consistently delivering strong results. The 2019 acquisition of Panalpina was a very important milestone that positioned DSV among the world’s leading logistics companies. The recent DB Schenker acquisition cements DSV’s status as the world’s largest logistics company with projected revenues of over DKK 300 billion and more than 160,000 employees. It remains to be seen if all of them will be there in a year or so. I’m sorry. As a long-term shareholder, I find these results extremely impressive, and I’m truly thankful for the hard work, dedication and the sacrifices that the Board, the management team and DSV employees have made to get us where we are today.

With that in mind, I find the recent media intention regarding the departure of 3 local Danish Board members to make room for international experienced candidates rather unfair, actually, very unfair. And to me, these discussions are frankly noise and a bit ridiculous. Ridiculous because I think we all must recognize that a global company of DSV’s scale requires a Board of Directors with strong international expertise. This is crucial for ensuring continued international growth and for successfully integrating DB Schenker.

We must focus on what is best for DSV’s future and for us our shareholders, and that means having the right leadership in place to steer a truly global company. As a long-term shareholder, I fully support the Board steered by Chairman, Thomas Plenborg; and Vice Chairman, Jorgen Moller, and I welcome the 2 new highly qualified candidates who will be elected today. Hopefully, Schenker’s CEO, Jochen Thewes, will join the Board at a later stage, which I would consider a perfect match.

I think it’s essential that we all, as shareholders, stand firmly behind all of them. Chairman, Thomas Plenborg, who has been an excellent and hard-working Chairman of the Board for many years; Vice Chairman, Jorgen Moller, who, from his own long tenure, knows DSV Insight out and truly understands the culture and values of the DSV DNA. And CEO, Jens Lund, who in tandem with former CEO, Jens Bjorn, has been absolutely instrumental in building the DSV we know and are proud of today. All have they proven their abilities and all do they deserve our respect and trust.

DSV is a company stronger than ever and has an exceptional opportunity to solidify the position as the world’s leading logistics company. Achieving this requires stability, unity and a shared commitment to a long-term vision. So let us leave behind near-term distractions and media speculations and focus on what truly matters, ensuring that DSV continues its impressive journey, generates value for its shareholders and remain a role model in global business excellence. I’m confident that we have the right team in place to deliver on that. Thank you very much.

Thank you, Peter Bundgaard. We have a third contribution that has informed us in advance that they would like to speak, and that is [indiscernible] on behalf of Danish Shareholders Association or in Danish, Dansk Aktionærforening. So [indiscernible] if you would please come up, the floor is yours. I see that you did not hear that. [indiscernible], I just presented you for the floor.

Thank you for giving me the floor. My name is [indiscernible], and I represent the Danish Shareholders Association. We have 16,000 members, and I represent all of them. I’m speaking a language which some people might find difficult to understand. It’s called Danish. And I’ve always insisted on speaking Danish in a Danish company context. But I understand that maybe it’s not so fortunate. So maybe I should prepare in English for next year. But I hope that you will still understand and that interpretation works.

I’m a shareholder in DSV. And it has been a great pleasure to watch the company for many years. And we’re also here today as an association to comment on the development plans for the company. But we also have a very long-term process ahead of us in the company. We have always liked DSV’s annual report because it’s very good and very detailed. Of course, it raises further questions when it’s so good and detailed.

What we wanted to ask was something about the international political situation. I had expected you to comment on that, but we haven’t heard anything from you. And actually, I haven’t planned any questions in that. But I do have a question regarding the merger between DSV and Schenker. What will the structure be in the new company? Will it be DSV as it was 10 years ago? Or will it be a structural integration of the 2 companies? What will the company look like? Could you tell me a bit about that? Then there’s the interesting project, NEOM. I’m not sure I understand this project. But what I do understand is that very large projects can have very far-reaching economic risks. What are the financial risks for DSV in this project NEOM? Are there any risks? And if there are, how bad can it end potentially?

Now I want to refer to Warren Buffett. He says that as a shareholder, you need to invest in a company that is good, but only if it has a good management. And here, we have a good management, but I would like you to comment a bit on what I’ve read in the press about the company being controlled tightly from the top and that internal disagreements mean that members of the Board leave the Board. Could you maybe give us a bit more detail on top of just saying when we become international, we need to deal with that. Could you maybe help us along a bit?

As a shareholder, I worry about the management as a whole, but we do have a very good management now. And now my final question, where are we heading? What is the future M&A strategy? Will you now take a deep breath for the next 5, 10 years? Or do you have new M&A projects in the making?

In closing, I would like to wish everyone a good year in 2025. I would like to thank the management, all the employees, all the shareholders and everybody else here today. Thank you.

Thank you, [indiscernible]. I can also inform you that people listening online have had your speech translated into English. Good. I noted 4 questions. And the third question, we’ll start with, that’s being addressed by Thomas Plenborg, your question about the management. And your question about the merger between DSV and Schenker and the project in NEOM in Saudi Arabia and the future merger strategy will be addressed afterwards by Jens.

Before I answer your question #3, let me first thank you, ATP, for the words, to BLS, also for the words. And also thank you to Dansk Aktionærforening for your words. It’s highly appreciated. The noise that is in the press is, of course, something we would appreciate being without. Having said that, the discussion we have in the Board can be higher sometimes and can be lower sometimes, but we always come up with mutual solutions. So all solutions we have taken in our Board with the exception of the one of the Board composition in 2024 December month has been taken as a united Board, and that’s very important to stress.

Then it is correct that because of the Schenker acquisition, we have looked at the Board composition and how we should design that Board going forward so we can ensure a successful integration of Schenker. And in that regard, the majority of the Board has assessed that we need to complement our experiences and competencies on the Board with some new candidates that we’re proposing today. And at later stage, we would also like to have the intention to invite Jochen Thewes, who is the CEO of Schenker. And of course, he will bring in a lot of knowledge from the Schenker organization in terms of customer, the markets, the services they’re offering, the IT system, et cetera. We think it comes handy. And that’s the explanation for the change we have in the Chairman — not in Chairmanship, but in the Board. I hope it satisfied — gives you the feedback. Yes. I could actually say something. If there’s something we have learned from all this press. And we have to look a little bit inside. That is, we should be better at explaining the reasoning behind the changes we are proposing, including this one. And of course, this is something we look deeply into and we are actually strengthening our comps team as a consequence of this.

Thank you. And Jens Lund.

Yes. There was a few questions I need to address as well. One of them was, of course, how will the merged entity look once we’ve integrated Schenker. First of all, and we’ve already informed the Schenker team as well that the new company will work under the DSV brand. DSV and the way we have constructed our infrastructure, of course, has a higher efficiency than Schenker. So much of the infrastructure that we will utilize, our IT systems, et cetera. Much of that backbone will, of course, come from the DSV side so that we can take these very efficient digital flows and apply them to the Schenker volumes. Schenker, on the other hand, they have very large customers, very strong focus on the customers. We’ve improved our commercial approach, but they certainly have certain areas where they can improve the way that we go to market. So it’s very important that we stay curious when we buy a company and try to understand the capabilities that they would have in such an area.

Also, when it comes to the production in the air freight and in the ocean freight area, Schenker has some capabilities that in combination with ours, both on the consolidation of air freight and on the consolidation of ocean freight will lead to a platform that is second to none. So here, it will be a combination of the competencies that we have that basically will form the joint company going forward.

On the land side, basically on what we call [indiscernible], Schenker, they are materially larger than us. So I think they will dominate the way we will produce our [indiscernible] volumes going forward. On the full and part load side, which many of sort of the old DSV shareholders know very well, this is DSV’s sort of very strong core area, and this is an area that will be dominated by DSV.

When we come to the contract logistics, I think we have both competencies to bring to the table. We have very large setup when it comes to multi-client facilities, where we combine volume of different customers in the same warehouse and drive the efficiency and the productivity up on that. Schenker, on the other hand, they are very strong on working with the same customers across regions and this is something where we can improve in DSV. So we will have to take those competencies into our company so that we also get that strength and basically have a stronger market position when we drive the company forward.

So as you can hear, the DSV part is an important foundation, but also on the Schenker side, they have very strong capabilities. And as always, we have to embrace those capabilities, whether we bought GIL or Panalpina, UTi, ABX, Frans Maas or some of the other land transactions. We’ve always managed to embrace new cultures, new working methods, new ideas. This is one of the strongest things that has been in the DSV culture. If we had not done that, we would never have been in the position we are now.

So that was a little bit on the Item #1. Then if we take the NEOM project, the NEOM project is basically a project where you built a new city from the ground and up. And it’s, of course, a large infrastructure project. We know large infrastructure projects in Denmark. For example, we are expanding our hospitals. I think we also, for example, know what happens. They get delayed. And there’s always kind of a new plan. This is something that is normal for infrastructure projects also in other countries. So the ramp-up in NEOM has been slower than we expected. In ’24, we’ve made profit out of the work that we’ve been doing in the NEOM area, sort of in the region of DKK 50 million, and that’s the part of the profit that sort of relates to DSV. We expect to double that volume next year so that we basically generate somewhat more income. This is significantly less than was in the original plans, but it’s also then connected to the risk that we take because you also asked specifically about the risk and what is the risk. Whenever we deploy capital to NEOM, we get signed something called an offtake agreement.

So basically, they commit to take the volumes that the infrastructure we put in place is designed to produce. This means that we do get the return on the capital that we’ve deployed, and that’s the foundation for our work there. Because we know that it’s in the middle of the desert and there are no other customers. So if we can’t use it for NEOM, the infrastructure will be idle, and we won’t be able to generate returns on it. So that’s basically how we’ve constructed the contract, and this is how we approach the way we work in such projects. Then, of course, at the end of the day, there’s the compliance risk. We have very strong controls in place. Michael runs our compliance area with great success.

We conduct audits all the time so that we basically evolved up to all standards and regulations. On the last note, when you run a project like this, of course, there’s always the risk of a plan. So we then do all the things that we can do to ensure that we have signed off on all the services that we’ve rendered, which is also normal when we work in such projects.

So I think that was a little bit on the NEOM side. And then basically, where are we going? He’s not here today, [indiscernible], but not so long time ago, he sent me a copy of the first strategy that I wrote for DSV in 2003 together with the company. Erik is there. He was actually in the Board, [indiscernible] also somewhere, I don’t know where he is. But he is also represented here today. They will probably have a copy of that one at home as well. But this plan is basically more or less the same plan that we have today.

Of course, the PowerPoint, it looks much nicer than the one that we prepared at that time. But basically, the growth journey of our values and what we need to do is the same. And back then, we thought there’s nothing wrong with that plan. And actually, we still today think there’s nothing wrong with that plan. So with all your support and all your trust, you can count on us working relentlessly to execute on this strategy also going forward.

And once we’ve integrated Schenker and we’ve had a glass of water, we’ll be ready for the next one. Thank you very much.

Thank you, Thomas and Jens, for responding to [indiscernible] questions. A final contribution passed to me in advance is from shareholder, [indiscernible], who has raised 3 questions around the project in Saudi Arabia, the NEOM project and 2 around ESG, but also mentioned in the note that if they have already been replied to, there’s no need to go further into them. I don’t know if that’s the gentleman approaching. Would you like the word yourself?

Yes. My name is [indiscernible], and I’m an ordinary shareholder of DSV. I have a background as a consultant or adviser to the World Bank, to EU and [indiscernible] on projects in Vietnam, China and Zambia. The questions on NEOM have been adequately answered. The ESG, I have written according to the EU. So the ESG, I think, is a very valuable tool for the company to use in its management.

But the reporting demands to the EU is overdone bureaucracy in my opinion. And I’m interested to know how many man hours or man days or man working years you have been spending on the ESG reporting because I’m sure that it will be created 5 times or repeated 5 times by the EU following or maybe not read at all. So thank you.

Thank you, [indiscernible]. And I believe Jens Lund would like to give a reply to the ESG question.

At least I’m glad somebody has read the ESG report. I can hear that. So thank you for that. We appreciate that then at least there’s somebody that reads it. If you look at the ESG reporting, I think the total reporting requirements, if you had to report on all the numbers would be more than 1,000 different sort of numbers you would have to report on.

One number could, for example, be that we should collect information on how we dispose of garbage. And then, of course, coming from Denmark, it makes a lot of sense because we know how much garbage goes in if we look at how we do it at home or also as a company, it’s very structured and very well organized. If you go to a country like South Africa, I can tell you one thing. They might sort it in different buckets, but it will end up in the same dump.

Then we have to figure out how these companies, they handle the cargo or the garbage that we have or the electricity bill or all kinds of other stuff. So through very good work by Michael and his team, we have then — and PwC, obviously, as our advisers but also our auditors on this, we’ve found a relevant scope for DSV. I think that was also noted by one of the previous speakers that we managed to cut the scope into something that is relevant for DSV.

It’s always a dangerous task because you can be criticized that you don’t disclose all the information. So I’ll thank all the people that have been involved in that for their efforts. So we have had to collect information on approximately 500 attributes. Some of them we may have collected on beforehand because we already use them in the way we run the company.

But there’s been significant extra volume added to this. And for us to collect information on that magnitude, it has 2 consequences. It has a financial consequence. We probably spend between DKK 250,000 and DKK 500,000 per number we collect. But that’s not the worst. The worst is it’s so complex that we have to use the best employees we have. And normally, we would like to use them to drive the company and push it forward. So it takes significant management resource to produce these figures. We can then estimate what will it be? It will probably be a figure on top of what we’ve already spent. It’s a 3-digit figure in millions of DKK, but it could easily be EKK 0.25 billion, can be a little bit more, can be a little bit less. And if we then say, has it led to a change in the way we run the company, then the answer is no. And I’ve not met anybody of our stakeholders that have said, listen, it’s great we got those numbers because now we can take a more informed decision.

So from the information we have available at this stage, the information has little value. Knowing sort of how the EU works, I think we have to figure out how to produce these numbers more efficiently because I don’t have much hope that they will reduce the reporting requirements.

Thank you, Jens. If there is one more contribution I see there. [indiscernible].

[Interpreted] Good afternoon. My name is [indiscernible]. I will keep these headsets on just to show that not all of us master the English language 100%. And I have seen a report and heard a report from Thomas Plenborg. I didn’t really understand much. He spoke so fast in English, in a foreign language that we’re not used to. We didn’t even have a chance to note anything down and the interpretation is a bit behind, of course, and I would recommend a basic course in public speaking. But I would praise you for still respecting Danish shareholders and inviting us to a good lunch before the AGM. Many companies do not appreciate their shareholders. They appreciate their employees, but not their shareholders. So thank you for still inviting us to a good launch before the AGM.

Then a few questions because your financial statements are difficult to understand. These treasury shares, what is the average share price for the treasury shares that you have acquired this year? And what is the average share price for the shares that you give forward to your employees or whoever you give them to? Because the minute you buy own shares, treasury shares, you will depreciate the price through the equity. And then you can sell them on at a lower price and then nobody will see that you didn’t get the money back that you paid for those treasury shares.

So I would like to know what is the average share price of the treasury shares that you have acquired? What is the total value of them? And what is the total value of the shares that you have given away over the years so that we can keep track.

This should really be apparent from the 5-year overview because these are such great amounts that they shouldn’t be hidden away on Page 147 in an annual report that nobody can understand anymore.

Thank you [indiscernible] for questions and comments. Thomas would like to give a statement first?

I think we split it into 2. The finance people are working on the calculation on the price on the share buyback. I should apologize if I have speed up my speech. That was definitely not my intention. And also, it does not help when we have a translation that is lagging a little bit. So my apology for that.

Yes, I’ll have to answer the question about our treasury shares. The treasury shares are used for covering our share option programs for 2,500 employees. We buy shares every year. This year, we have a note. It’s on Note 4.2, where you can see that we have acquired shares for DKK 3.3 billion with a nominal value of DKK 2.9 billion. That means approximately DKK 1,200 per share, which is used to our share program, which currently the programs that can be exercised is around DKK 325 to DKK 1,485. So basically, there is a gain for us on every share that we sell to the employees. DKK 1,300. Yes.

Thank you, [indiscernible] for the contribution and Thomas Plenborg and Michael Ebbe for the replies. If there are no more contributions under the introductory items, which seems not to be the case, I will close the debate and therefore, conclude that the general meeting has adopted the report on the company’s activities in 2024, adopted the annual report for 2024, resolved on the application of profits and distribution of dividends as per the adopted 2024 annual report, approved the proposed remuneration of the Board of Directors for the financial year 2025 and adopted the 2024 remuneration report.

Accordingly, Items 1 through 5 of the agenda are now closed. And the next item on the agenda is Item 6 regarding election of members of the Board of Directors. The Board of Directors proposes that the Board of Directors is composed of 7 members and that 5 members of the current Board of Directors are reelected. Accordingly, the Board of Directors proposes reelection of Thomas Plenborg, Jorgen Moller, Beat Walti, Tarek Sultan Al-Essa and Benedikte Leroy. Further, the Board of Directors proposes that Natalie Riise-Knudsen and Sabine Bendiek are elected as new members of the Board of Directors.

For information on the candidates’ qualifications, other managerial duties in commercial undertakings demanding organizational assignments and independence, I refer to the fact sheet on the candidates, which was appended to the notice that convened this general meeting. Are there any shareholders who wish to comment? [indiscernible] seems want to comment.

[Interpreted] I just want to say I cannot vote for Thomas because he hasn’t shown respect towards the shareholders.

I see that, that was a statement. There will be no comments from the Board to that statement. Stating therefore, — there no further comments. By that, I can conclude that Thomas Plenborg, Jorgen Moller, Beat Waldi, Tarek Sultan Al-Essa and Benedikte Leroy are reelected as members of the Board of Directors and Natalie Riise-Knudsen and Sabine Bendiek are elected as new members of the Board of Directors. Congratulations on the election.

The next item on the agenda is Item 7, which regards election of the company’s auditor. The Board of Directors proposes reelection of PricewaterhouseCoopers [Foreign Language] as auditor of the company in respect of statutory financial and sustainability reporting.

According to the EU regulation, on statutory audit, I inform that the proposal is in accordance with the recommendation provided by the Audit Committee, which is not affected by third parties and which has not been subject to any agreement with a third party limiting the general meeting’s election of auditor. Does anyone wish to comment on this proposal to reelect. That’s not being the case. I can record that PricewaterhouseCoopers [Foreign Language] is reelected as the company’s auditor in respect of statutory financial and sustainability reporting.

Moving on then to Item 8 of the agenda. As mentioned earlier on in the meeting, we have 3 items under Item 8, the first one being Item 8.1, which concerns authorization to increase the share capital. The Board of Directors proposes amending Articles 4a1, 4a2, and 4a3 of the company’s Articles of Association by granting authorizations to the Board of Directors to increase the share capital with and without preemptive rights for existing shareholders, respectively, by up to a nominal amount of DKK 48,888,000, corresponding to 20% of the company’s share capital in the period until 20th March 2030.

I generally refer to the notice that convened this general meeting, but in short, I can note that the proposal is a renewal of the existing authorizations, which have been partly utilized in connection with the acquisition of Schenker. As the Board of Directors considers mergers and acquisitions a vital part of the company’s strategy, the Board of Directors proposes to reaffirm these authorizations to provide a strong mandate and leverage in future negotiations. The proposal implies that Articles 4a1, 4a2 and 4a3 of the Articles of Association are amended as set out in the notice that convened the meeting.

The resolution must be adopted by at least 2/3 of the votes cast as well as at least 2/3 of the share capital represented at the general meeting. Does anyone wish to comment? Again [indiscernible].

[Interpreted] well, for how long will DSV be the same company? It’s as if you focus more on becoming a very large company, not caring about who owns the company, whether they be Danes or from abroad. And it’s sort of like a spider. First, you like the spider, but later, it will eat you. So maybe at one point, there won’t be a Danish DSV, then it will be somewhere in some far off land. So I’m worried about that you use shares to achieve this.

Thank you for the contribution, [indiscernible]. The management sees no need to comment on it other than stating that DSV is and has been, for a while, an international company with a broad international shareholder base. If there are no further comments to Item 8.1, I will conclude that the proposal is adopted.

The second item under the agenda Item 8 is Item 8.2, where the Board of Directors, as has been customary in previous years, proposes that the general meeting authorizes the Board of Directors to acquire treasury shares. I refer to the notice of the general meeting, which states that the proposal is prompted by the need to sustain an active capital allocation strategy and to cover the company’s incentive programs.

Consequently, the Board of Directors proposes a new 5-year authorization to allow the company to acquire treasury shares of up to nominally DKK 24,044,000, corresponding to 10% of the company’s share capital, provided that the company’s portfolio of treasury shares does not exceed 10% of the share capital at any time.

The purchase price of the treasury shares may not deviate by more than 10% from the last recorded listed share price at the time of acquisition, and the new authorization will be valid in the period until 20th March 2030 and will replace the existing authorization. The resolution under Item 8.2 of the agenda here is passed by a simple majority vote. Any who wish to contribute? Given that’s not the case, I conclude that, that proposal has been adopted.

That brings us to Item 8.3, the concerns in amendment of the company’s remuneration policy. The Board of Directors proposes a general update of the remuneration policy as further set out in the notice that convened the meeting and the draft updated remuneration policy that has been available at the company’s website for some time.

The remuneration policy was last amended and approved at an extraordinary general meeting held on 8th September 2021, and an update is thus required to ensure that the company’s general meeting considers the remuneration policy at least every fourth year in accordance with Section 139, subsection 2 of the Danish Companies Act.

The resolution under Item 8.3 is passed by a simple majority vote cast. Does anyone wish to comment. Given that, that is not the case, I conclude that the proposal is adopted.

The last item on the agenda is any other business. Are there anybody who wish to take the floor. [indiscernible], the floor is yours.

[Interpreted] Some companies think that shareholders are cumbersome. So they hold their AGMs online so that you don’t get all of this input from critical shareholders. But it is a part of our democracy that Danish shareholders can ask critical questions. And therefore, AGMs should be held with physical attendance instead of online. And it is undemocratic that our government has allowed this at a certain point in time, and it should lead to the fall of our government. Too many of our shares have been taken over by foreigners who don’t give a damn about Danish companies.

So I would recommend that you continue to hold Annual General Meetings like this and that in future, you would hold the Annual General Meeting in Danish so that we can understand what you’re saying. And if the Chairman can’t speak Danish, then our CEO can speak Danish because he speaks Danish quite well. And this has been the case in other companies, too. Thank you very much.

Thank you for that comment. Is there anyone else who wish the floor under any other items? Seeing that, that is not the case. Any other item. Item 9 is closed. This completes the agenda of the Annual General Meeting and all that remains for me is to resign as meeting Chair of the General Meeting. And I would like to thank you, everyone, for a very orderly and successful Annual General Meeting of DSV.

And thereby, for closing remarks, I’ll pass the floor to the chair for the last time. Thank you.

This concludes the AGM here in Hedehusene in 2025. And let me thank you ATP, BLS, Danish Shareholder Association, [indiscernible] and also [indiscernible] for the input to this AGM. Even though they were not too friendly to me.

[Interpreted] I can speak Danish, if you prefer.

We have served you a launch today, which you appreciated. And we have had this as a physical meeting, which I hope you appreciate, as you said. It has been — let me finish with a truly remarkable year 2024. Let me finish up with just a few highlights. I think we have been off to a good start with the new commercial strategy where we are gaining market share across our 3 divisions.

And we’re taking a big step with the acquisition of Schenker, and we have a huge task in front of us, and I’m looking around at the employees. Are you ready? Okay. So that is soon coming up. So we have a huge job in front of us. We look so much forward to the closing so we can get the keys and we start to work together with the Schenker people. And I will just say this — that’s my last remark. I wish you all pleasant day and safe trip back. Thank you.