Expert Corporate Governance Service (ECGS)
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DSV - March, 15 2019

In general, DSV is in compliance with the Danish regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 5.1, it is proposed to re-appoint Mr. Kurt K. Larsen as Chairman of the board of directors. Mr. Larsen is NOT considered independent as he is a former CEO of DSV.  ECGS furthermore notes that Mr. Larsen is currently chairing the Company's  remuneration committee, which is not in accordance with its guidelines. As a consequence, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.

Under ITEM 5.7, it is proposed to newly appoint Ms. Malou Aamund as Member of the board of directors. Although she would be considered independent, ECGS has concerns over her aggregate time commitments. Ms. Aamund is currently already serving as Country Director of Google Denmark (executive position) and Non-executive director of Navico Group AS (subsantial non-listed company). Taking into account her proposed  appointment at DSV (listed), the number of mandates held would exceed ECGS' guidelines. Therefore, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.

Under ITEM 7.3, the board of directors seeks approval of the Company's remuneration policy. Eventhough ECGS has no concerns over the proposed changes (and even welcomes the proposed individual limit of the LTI), it does not approve of LT incentive plans that do not operate one or more challenging performance conditions. ECGS therefore recommends to vote OPPOSE.

DSV, De Sammensluttede Vognmand af 13-7 1976 A/S

DSV is engaged in the provision of transport and logistics solutions. As of Dec 31 2014, Co.'s operations comprised of three business areas. The DSV Air and Sea business provides air and sea freight services and designs project solutions. The DSV Road business provides road and rail transport services including full loads, part loads and groupage. The DSV Solutions business area specializes in contract logistics, which include logistic and warehousing solutions, as well as freight management, custom clearance, order management and e-commerce solutions.


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