Annual Report 2022

DFDS A/S - Marmorvej 18, DK-2100 Copenhagen Ø - CVR 14 19 47 11

Freight ferry in the Pendik Port Terminal in Istanbul about
to depart for Europe carrying Turkish export goods

002

DFDS Annual Report 2022

Introduction

We move goods in trailers*by ferry, road & rail

Freight ferry

Road transport... and people incars & on footRail services* And trailer equivalents such as rolling cassettes to carry heavy industrial goods and containers as well as finished vehicles

Contract logistics

Ferry passengers

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DFDS Annual Report 2022

Introduction

We keep Europe and Türkiye
moving by ferry, road & rail

11,500
Employees

17

Freight ferry routes+70

Logistics locations

9

Freight & passenger
ferry routes

Click for more information about
our ferry and logistics networks
Our ferry network

Our logistics network

004

DFDS Annual Report 2022

Introduction

Our purpose
We move goods and people providing
vital services for trade and travel inand around Europe

We move with our customers
to grow businesses and horizonsin partnership

o
m
w
o
r
v
g
e
e
W
for
o
t
a ll
We move to make thetransport of goods andpeople sustainable for the
benefit of us all
We move to provide safety& wellbeing and diversity,
equity & inclusion for all

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DFDS Annual Report 2022

Introduction

Moving to adapt to changes from geopolitical events
Adapting to keep people and goods moving sits at the heart of ourstrategy. The current geopolitical changes bring both challenges
and opportunities. Here's four stories about how we adapted

Adapting to new tradeflows in a time of war

Read more on p 18

Nearshoring of supply
chains stands to benefit
TürkiyeRead more on p 35

Systems make Brexit
go around

Read more on p 47

Adapting to changing
travel patterns

Read more on p 60

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DFDS Annual Report 2022

Introduction

Claus V. Hemmingsen,
Chair of Board of Directors andTorben Carlsen, President & CEO

Joint letter from the Chair and CEO

Keeping people andgoods moving
We are ready to face new challenges andmake the most of opportunities

2022 was in many ways a good year for DFDS. Financial
results surpassed the initial outlook as our freight network
again proved its resilience and we kept goods moving.
Passengers also returned faster than anticipated.

Our transport services and solutions unite and connect people
through trade and travel. Geopolitical tensions – not least the
war in Ukraine – have, however, both created some divides but
also strengthened ties between some parts of the world.

We raised the return on invested capital to above our 8%
target, we resumed dividend payments, and from Q3 ourfinancial leverage was back in the target range.

Adapting to keep people and goods moving in spite ofadverse circumstances sits at the heart of our strategy.
We take comfort from the strong resilience our people andnetwork have demonstrated through major disruptions, like
Brexit and Covid, together with our proven ability to identify new growth opportunities in changing markets.

Despite these achievements, we have not quite felt anurge to celebrate as the war in Ukraine, rising geopoliticaltensions, and elevated financial uncertainty, have all castshadows over 2022. As it looks now, these shadows willcontinue to linger in the coming year.

The geopolitical changes we are witnessing bring bothchallenges and opportunities. Activities in the Baltics, and007

DFDS Annual Report 2022

Introduction

in other parts of Europe, are adversely impacted by the
war in Ukraine. In the meantime, some freight volumes
are rerouted to Central Asia through our Mediterranean
network. This network is also benefiting from nearshoringof manufacturing to Europe, as customers seek to reduce
the risk of supply chain disruptions. As a response to
Brexit, we built a new customs clearance business to assist
customers trading between the EU and the UK. And weare adapting sales and marketing strategies on our route
between Norway and Denmark to replace overseas Asianpassengers that we no longer can take for granted.
Despite the events of 2022, DFDS has emerged as astronger company from the year.

Green transformation – progress and dilemmas
Notwithstanding the gravity of current geopolitical events,
climate change and its inherent risks remain our single
most significant challenge.
In the short term, we are on track to reduce ferry emissions
by 45% per nautical mile by 2030. In 2022, we further set
a target to reduce logistics emissions by 50% in absoluteterms by 2030.
The reduction targets are underpinned by detailed plansand progress is developing as expected, hence we are confident in our ability to meet these targets. Furthermore, we
put increasing efforts into external reporting to ensuretransparency on our progress.

The longer-term transformation to fully de-carbonise by
2050 is, in this early phase, more challenging. Together
with partners and stakeholders, we face several andsignificant dilemmas.
Energy infrastructure providers, fuel producers, and ferryand other shipping operators, all depend on each other totake an active part in the green transformation. We need
early movers and we need commitments and investments
to gain scale and speed in this early and unchartered phaseof the transformation. Fortunately, we begin to see many
examples of such role modelling behaviour.
At DFDS we are engaging and partnering with suppliersand customers to work through the complexity and thedilemmas. Together, we are rethinking business processes
and we are finding new ways of collaborating to gain viable
traction in the green transformation.
Some highlights on our progress in 2022 are: a 4% reduction in ferry emission intensity, the introduction of thefirst of 125 e-trucks, successful test of biofuel on a freight
ferry, and hosting a biodiversity conference for shipping and academia where we among other things learnt
to focus more on underwater noise reduction. We also
made progress on specific green transformation projects:
green corridor projects for Denmark-UK and Sweden-Belgium were further developed, freight ferry retro-fittings togreen methanol is on track for 2025, and we were awarded
external funding to test and develop new technologies.

Moving people forward
We are paying more attention and devoting more resources
to developing and retaining our people as well as toattracting the right talents for the future.
As a provider of services and solutions, our people makethe difference throughout the network – on the ferries, on
the ground, in warehouses and in our offices. It is throughour people that we adapt operations to keep goods andpeople moving in continually changing circumstances.
For our truck drivers, port terminal and warehousing staff,
seafarers on deck and in engine rooms, we are focused onproviding optimal working and living opportunities. For
our commercial people, digital specialists, and back-office
staff tying it all together, a priority is to accommodate thegrowing demand for more flexibility in working conditions.
Our diverse workforce is a strength, and we are proactively
seeking to enhance diversity through more focus on genderequality, inclusion, and personal development opportunities. More than ever, we are inviting all our people to maketheir mark on the company.
Employee engagement increased during the year according
to our annual employee engagement survey. In a numberof select countries, certain employee groups were compensated by a living conditions package, including a one-off
payment, to alleviate the sudden rise in daily living costs.

"Despite theevents of 2022,
DFDS hasemerged asa stronger
company fromthe year".

"Our diverse
workforce is astrength, and weare proactively
seeking toenhance diversity
through more
focus on genderequality,
inclusion,and personal
development
opportunities".

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DFDS Annual Report 2022

Introduction

We continue to enhance our efforts within Health and
Safety. We still see considerable opportunities to fulfil
our ambition of nobody – own employees or contractors –being harmed during operations. We were deeply saddenedin 2022 by a fatality in Türkiye and remain committed to
Safety as a key element in our operational diligence.

Strong revenue and earnings growth
Our financial position was strengthened considerably
in 2022 as EBITDA increased 45% to DKK 4.9bn before
special items on the back of a revenue increase of 47% to
DKK 26.9bn.

Financial leverage came back into the target range of an
NIBD/EBITDA multiple of 2.0-3.0, and proposed capital
distribution totals DKK 586m comprising a dividend of DKK
286m and a share buyback of DKK 300m. The latter was
successfully completed on 22 February 2023.
We ended 2022 with a considerable expansion of ourlogistics presence on the island of Ireland and in the UK
through the acquisitions of Lucey Transport and McBurneyTransport Group. We expect to continue to grow ourfreight activities both organically and by acquisitions in
the coming years and look forward to a full year of morenormalised passenger activity in 2023.

As passengers came back faster than expected, almost
90% of passenger earnings that were lost to Covid-19 wereregained during the year. The full-year financial impact of
the acquisition of HSF Logistics Group came through as theintegration progressed as expected, and recurring logistics
earnings were improved as well.

Moving forward in 2023

Freight ferry earnings for the North Sea and Mediterranean
networks increased while Channel and Baltic Sea earnings were reduced by overcapacity on the Dover Strait,
created by the entry of a third ferry operator, and the war
in Ukraine, respectively.

We expect a high share of our freight and passenger earnings to remain resilient in 2023 but nevertheless anticipate
a decline in freight volumes in parts of the network.

The return on invested capital (ROIC) was raised to 8.6%,
not least due to the return of passengers. ROIC thereby
again exceeded our target return rate of 8%.

The outlook visibility for 2023 is impaired by the war in
Ukraine and by elevated financial uncertainty as potential measures to lower the current high inflation are widely
expected to lead to an economic slowdown.

We live in a world with heightened geopolitical tensions
and we are consequently more alert to our ability to adapt
to unforeseen events. Adapting to a changing world is
a DFDS focus area and as our four ‘geopolitical’ featurestories in this report illustrate, these changes bring significant challenges but as we see it often also good andunique opportunities.

As a final remark, we wish to extend a big thank you to all
our colleagues in DFDS for your ability to adapt so successfully to all the large and small changes that 2022 sent ourway. We would equally like to extend our gratitude to all
our customers, partners, and stakeholders for our current
and continued collaboration.
2022 was eventful and turned out to be a record year
for DFDS in many ways. We hope 2023 will grant us all
similar opportunities. DFDS will under all circumstances
be prepared to adapt and serve our customers, all whilst
pursuing the green transition further.

"We expect tocontinue togrow our freightactivities bothorganically andby acquisitions in
the coming years
and look forward
to a full year of
more normalised
passenger
activity in 2023".

009

DFDS Annual Report 2022

Content

Management review
Introduction
Key results 2022
Key figures - financials & ESG
SIgnificant growth delivered
Strategy
Business model
ESG approach
OutlookFinancial statements
11
12
13
19
22
25
33

Divisions
Ferry Division
Logistics Division

37
48

Results
Financial review
ESG review

55
61

Corporate governance
Governance practices
Risks and risk management
Shareholders
Board of Directors
Executive Management Team
Remuneration Report summary
ESG data
ESG data and accounting policies
EU taxonomy
SASB Marine Transportation Industry Standard
Task Force on Climate-Related
Financial Disclosuers (TCFD)

67
70
76
79
81
82

85
88
93
94

Consolidated financials
Income statement
Statement of comprehensive income
Balance sheet
Statement of changes in equity
Statement of cash flows
Notes

96
96
97
98
100
102

Parent company financials
Income statement
Statement of comprehensive income
Balance sheet
Statement of changes in equity
Statement of cash flows
Notes

150
150
151
152
154
156

Reports
Management statement
Independent Auditors Reports

174
175

Additional information
Fleet list
Glossary
Definitions
DFDS' history

178
180
181
182

This report constitutes DFDS’
Communication on Progressto the UN Global Compact. It
covers the DFDS Group’s CSR
approach and activities for thefinancial year 1 January to 31
December 2022.
The report is an integral partof the management review of
DFDS’ Annual Report 2022 andby publishing this document,
we fulfil the requirements ofSections 99a and 99b of theDanish Financial Statements
Act.

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DFDS Annual Report 2022

Management Review

Management
review
11

Key results 2022

12

Key figures - financials & ESG

13

SIgnificant growth delivered

19

Strategy

22

Business model

25

ESG approach

33

Outlook

011

DFDS Annual Report 2022

Management Review

Key results 2022

CO2 emissions own fleet(per GT mile)

2022
2021
2020

Revenue per division

0

Ferry

(DKK bn)

2

4

6

8

10

12

14

Logistics

EBITDA per division(DKK bn)

2022

Ferry
Logistics

Female ratio of managers(%)

Non-allocated
items
5.5

2021

20

5.0
4.5
15

4.0
3.5

2020

3.0

10

2.5
2.0
0

5

10

15

20

25

30

1.5

5

1.0
0.5
0
-0.5

2020

2021

2022

2020 2021 2022
0

16

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DFDS Annual Report 2022

04

DFDS Annual Report 2022

Management Review
Key figures

Key figures

Key figures

1 Applied exchange rate forEuro as of 31 December 2022:
7.4395 (Average) and 7.4365(End).
2 2018 comparative numbers
are not restated to IFRS16.

20221)
EUR m

2022

2021

2020

2019

20182)

Revenue4)

3,612

26,873

18,27914,31016,79815,762Average number of employees– Ferry Division3) 4)

2,262

16,831

12,216

9,784

12,403

11,162

Revenue growth– Logistics Division3)

1,535

11,423

7,155

5,301

5,116

5,324

– Non-allocated items and eliminations3)-186-1,382-1,092

-776

-722

-724

DKK m
Income statement

Unit

2022

2021

2020

2019

20182)

FTE

11,510

8,874

8,213

8,367

7,791

%

47.0

27.9

-15.8

5.6

9.7

EBITDA margin

%

18.4

19.1

19.6

21.9

19.0

Operating margin

%

9.1

7.3

6.1

10.6

12.1

Return on invested capital (ROIC)

%

8.7

5.3

3.0

7.6

13.1

Key operating and return ratios

Operating profit before depreciations (EBITDA) andspecial items

666

4,955

3,411

2,732

3,633

2,988

ROIC before special items

%

8.6

5.2

3.5

8.1

13.5

– Ferry Division3)

533

3,966

2,852

2,315

3,254

2,713

Return on equity

%

16.4

8.7

4.2

13.5

20.7

– Logistics Division3)

143

1,066

593

462

421

330

– Non-allocated items

-10

-76

-35

-45

-42

-55

Operating profit (EBIT) before special items

330

2,457

1,313

858

1,751

1,909

Key capital and per share ratios

3 North Sea port logistics
activities have been transferredfrom the Ferry Division to the
Logistics Division per 1 January
2021. 2020 comparative figures
have been restated accordingly,
whereas 2018-2019
comparative numbers are notrestated.
4 Accounting of rail activities in
Türkiye have changed in 2022
due to shift in the agent principal
relationship for the customers.
The comparative figures havebeen restated accordingly.

3

25

34

-117

-101

-49

Operating profit (EBIT)

334

2,482

1,348

741

1,650

1,859

Earnings per share (EPS)

DKK

35.09

16.70

7.60

22.90

29.00

5 Emission allocation to “ownfleet” performance was notpossible in 2018 due to missing
data source allocation.

Financial items, net

-46

-343

-278

-275

-278

-165

Dividend paid per share

DKK

8.00

0

0

4.00

4.00

271

2,019

976

442

1,313

1,637

Number of shares, end of period'000

58,632

58,632

58,632

58,632

58,632

Definitions on page 180.

Profit for the year

Share price

DKK

256

349

275

325

262

Scope 1 emissions (CO2e)

1,000 tonnes

2,697

2,544

2,014

2,253

1,871

Scope 2 emissions - location based (CO2e)

1,000 tonnes

8

7

6

7

9

Direct CO2e emissions (Scope 1+2)

1,000 tonnes

2,705

2,551

2,020

2,260

1,880

CO2e intensity

kgCO2e/DKK

0.10240.14800.14460.13620.1196

gCO2

12.5

12.8

13.4

13.9

-

Special items, net

Financial leverage
Equity ratio

times

2.8

3.7

4.2

3.3

2.8

%

38.5

37.6

39.3

38.6

41.8

Capital
Total assets

4,583

34,08430,72127,006

26,863

22,132Equity1,766

13,135

11,554

10,60010,356

9,255

Net-interest-bearing debt

1,897

14,10913,481

11,361

11,954

8,513

Invested capital, end of period

3,705

27,55425,36922,121

22,476

17,908Cash flows from operating activities

602

4,480

3,208

2,499

2,997

2,289

Emissions per GT mile - Own fleet (CO2)5)Cash flows from investing activities-402-2,989-3,210-1,618-2,651-4,802Lost-time injury frequency (LTIF) - Sea

Incidents/mio. hrs.

4.5

4.3

4.1

4.5

5.5

Free cash flow

200

1,491

-1

882

346

-2,513Lost-time injury frequency (LTIF) - Land

Adjusted free cash flow

118

881

1,051

420

-150

769

Cash flows

ESG key figures

Incidents/mio. hrs.

7.9

7.4

5.9

6.7

3.8

Female ratio - Total workforce

%

24

24

23

25

23

Female ratio - Board of Directors

%

33

33

33

33

33

05
013

DFDS
AnnualReport2022
DFDS
AnnualReport2022

Significant Review
growth delivered
Management

Significant growth delivered
Strong financial result achieved despite
headwind from geopolitical events
Return of passengers exceeded initialexpectations
Freight ferry routes delivered resilient
performance
Logistics margins restored and growth
boosted by acquisitions
On track to meet short-term emission
reduction targets

Group earnings were during 2022 ‘normalised’ by the returnof ferry passengers as travel restrictions were removed
through the spring.

with customers, green fuel providers, and technology
partners. We also engaged with public energy infrastructure
providers that play a decisive role in the green transformation.

The return on invested capital, ROIC, increased to 8.6% toagain move above our minimum return requirement of 8%.
Our financial position was in turn strengthened and leverage
returned to the target range.

We raised our focus on Health & Safety, made progress on
job engagement as reported in our groupwide MyVoicesurvey, and introduced a Diversity & Inclusion toolbox.

Overall, our freight ferry network delivered resilient
performance as geopolitical events brought both challenges
and opportunities.

Impacts from external macro events in 2022
In 2022, our markets and results were impacted by several
external macro events:

We continued to pursue organic growth for our logistics
services by investing in people, equipment, and warehousing
capacity. We expanded the scope of customer offerings andgained new competencies, wider geographical reach, andscale benefits from three acquisitions.

Direct impacts of the war in Ukraine
The outbreak of war in Ukraine in February 2022 disrupted
mainly the Baltic Sea freight ferry operations as thetransport of vehicles registered in Russia was stopped fromthe beginning of March 2022, ahead of the EU’s sanctions
that came into effect on 16 April 2022. Moreover, all landtransport to and from Russia was stopped.

We are on track to deliver on our short-term emission
reduction targets and firmed up our commitment by addinga 2030 target for our logistics emissions.
We made progress on fulfilling the ambition to deploy agreen freight ferry by 2025. This is the first step in a long
journey to decarbonise our ferry operations in collaboration

In July 2022, an agreement to sell logistics activities
operated in Russia was entered into with no material
financial impact. The remaining logistics activities in theregion were successfully adapted away from Russia,
including the provision of logistics support in Ukraine to

06
014

DFDS
AnnualReport2022
DFDS
AnnualReport2022

Significant Review
growth delivered
Management

international relief organisations. Russian goods were also
removed from shops on the passenger ferries.

and by allocating more manufacturing to facilities closer toend markets, so-called nearshoring.

Indirect impacts of the war in Ukraine – slowdown
triggered by higher energy prices and inflation
As a consequence of the war in Ukraine, energy prices shot
up. This raised inflation significantly for both consumers andbusinesses in key European markets which through the year
impacted economic growth negatively. Supply chains forcertain industries were disrupted by an irregular supply ofcomponents, e.g. automotive, and energy-intensive
manufacturing was reduced, e.g. steel. Northern European
freight ferry volumes thus weakened towards the end of theyear. Passenger ferry demand was less impacted.

The demand for warehousing solutions in Europe therefore
continued to increase in 2022, and manufacturing isstarting to be redistributed globally. As part of this process,cost competitive regions or countries such as northern
Africa, Türkiye, and eastern Europe, are expected to gain
market share versus Asia in the coming years. The drop incontainer rates and improved performance of supply chains
towards the end of 2022 will likely reduce the pace ofnearshoring while geopolitical tensions on the other handwill underpin the nearshoring trend.

The considerable increase in energy prices, including bunker
oil, was passed on to customers through our wellestablished freight ferry bunker surcharge model. Cost
coverage models for the logistics activities were improved
and the increases in fuel, truck driver costs, warehousing
energy costs, and other costs were likewise passed on tocustomers in 2022.
Oil pricing dynamics between refined products and heavy
bunker oil were changed by the war. This led to a wideningof price spreads between various fuel types which improved
the return on scrubber installations.
Geopolitical impacts on supply chains
Global and regional geopolitical tensions increased in 2022
following the outbreak of war in Ukraine. This, in
combination with historically high intercontinental container
rates, intensified the demand for more robust supply chainsthat businesses are addressing in mainly two ways: byraising inventory levels in locations close to end markets,

Accelerated green transition
The war in Ukraine has highlighted the need and urgency to
reduce the World’s reliance on fossil fuels and accelerate
the green transition of society. New regulation and green
energy partnerships are needed to spark investments ininfrastructure and green fuel availability.
Return of passengers post Covid-19
Travel restrictions imposed to contain the spread of Covid19 were gradually removed in Europe towards the end of
Q1 and the first part of Q2 in 2022. Passengers subsequently returned and in the Q3 high season passengers numbers
were in many markets on the same level as or even above
pre-Covid-19 levels.
Overseas ferry passengers only returned to Europe in small
numbers in 2022 and current forward bookings indicate nomaterial uplift for the segment in 2023.

07

DFDS Annual Report 2022

Significant growth delivered

07
015

DFDS
AnnualReport2022
DFDS
AnnualReport2022

Significant Review
growth delivered
Management

Key financial results of 2022
Revenue increased 47% to DKK 26,873m compared to 2021.
Key financial results of 2022
The initial 2022 outlook range for revenue growth
Revenue increased 47% to DKK 26,873m compared to 2021.
announced on 8 February 2022 was 23-27%. The revenue
The initial 2022 outlook range for revenue growth
growth outlook was raised to around 30% at Q1, to aroundannounced on 8 February 2022 was 23-27%. The revenue
35% on 18 July, to around 40% at Q2, and to around 45%
growth outlook was raised to around 30% at Q1, to aroundat Q3. The successive revenue outlook increases were
35% on 18 July, to around 40% at Q2, and to around 45%
mainly due to the development in revenue from bunker
at Q3. The successive revenue outlook increases weresurcharges that are pegged to the oil price. Moreover, themainly due to the development in revenue from bunker
return of passengers strengthened through the year whichsurcharges that are pegged to the oil price. Moreover, thealso increased revenue more than anticipated.
return of passengers strengthened through the year which
also increased revenue more than anticipated.
The operating profit (EBITDA) before special items increased
45% to DKK 4,955m in 2022 compared to 2021 as
The operating profit (EBITDA) before special items increased
passenger earnings recovered following the removal of
45% to DKK 4,955m in 2022 compared to 2021 astravel restrictions through the spring. In addition, thepassenger earnings recovered following the removal of
Logistics Division’s earnings were increased by a full-year
travel restrictions through the spring. In addition, theimpact from the acquisition of HSF Logistics Group in
Logistics Division’s earnings were increased by a full-year
September 2021 as well as a general earnings improvement.
impact from the acquisition of HSF Logistics Group in
September 2021 as well as a general earnings improvement.
The following changes were made to the outlook for EBITDA
before special items during 2022:
The following changes were made to the outlook for EBITDA
before special items during 2022:• 8 February: Outlook range of DKK 3.9-4.4bn
announced• 8 February: Outlook range of DKK 3.9-4.4bn
announced• 18 July: Outlook range raised to DKK 4.4-4.8bn
following a strong recovery in passenger earnings as• 18 July: Outlook range raised to DKK 4.4-4.8bn
well as higher freight ferry earnings
following a strong recovery in passenger earnings aswell as higher freight ferry earnings• 16 November: Outlook range raised to DKK 4.8-5.0bn by
higher than expected passenger earnings and steady• 16 November: Outlook range raised to DKK 4.8-5.0bn byfreight earnings from both ferry and logistics.
higher than expected passenger earnings and steadyfreight earnings from both ferry and logistics.

Revenue up
DFDS Group, key financial figures
2022

2021

2020

Revenue
DKK m
EBITDA*
Revenue
EBIT*
EBITDA*
Profit before tax*
EBIT*
Profit for the period
Profit before tax*
Adjusted free cash flow, FCFE
Profit for the period
Invested capital, end of year
Adjusted free cash flow, FCFENet interest-bearing debt/EBITDA*, times
Invested capital, end of year
Return on invested capital (ROIC)*, %Net interest-bearing debt/EBITDA*, times
Average number of employees, FTE
Return on invested capital (ROIC)*, %* Before special items
Average number of employees, FTE

26,8732022
4,955
26,873
2,456
4,955
2,114
2,456
2,019
2,114
881
2,019
27,554881
2.8
27,5548.6
2.8
11,5108.6

18,2792021
3,411
18,279
1,313
3,411
1,035
1,313
976
1,035
1,051
976
25,3691,051
3.7
25,369
5.2
3.7
8,874
5.2

14,3102020
2,732
14,310
858
2,732
466
858
442
466
420
442
22,121420
4.2
22,121
3.5
4.2
8,213
3.5

11,510

8,874

8,213

* Before special items

On a divisional level, the Ferry Division’s EBITDA before
special items increased 39% to DKK 3,966m. The Logistics
On a divisional level, the Ferry Division’s EBITDA before
Division’s EBITDA before special items increased 80% tospecial items increased 39% to DKK 3,966m. The Logistics
DKK 1,066m, partly due to the acquisition of HSF Logistics
Division’s EBITDA before special items increased 80% toGroup consolidated from 14 September 2021, and
DKK 1,066m, partly due to the acquisition of HSF Logistics
constitutes 22% of the Group’s EBITDA.
Group consolidated from 14 September 2021, andconstitutes 22% of the Group’s EBITDA.
The adjusted free cash flow (FCFE) was DKK 881m which
included DKK 2,707m of investments comprising operating
The adjusted free cash flow (FCFE) was DKK 881m whichinvestments of DKK 1,838m and ferry new-buildings/
included DKK 2,707m of investments comprising operatingpurchase/sale of DKK 871m which included delivery of one
investments of DKK 1,838m and ferry new-buildings/
new-building.
purchase/sale of DKK 871m which included delivery of one
new-building.
Financial leverage, measured by the ratio of net interestbearing debt (NIBD) to operating profit (EBITDA) before
Financial leverage, measured by the ratio of net interestspecial items, was 2.8 at year-end compared to 3.7 at yearbearing debt (NIBD) to operating profit (EBITDA) before
end 2021. The equity ratio was 38% at year-end 2022.
special items, was 2.8 at year-end compared to 3.7 at yearend 2021. The equity ratio was 38% at year-end 2022.

47%
47%
Revenue up

DKK m Group, key financial figuresDFDS

to DKK 26.9bn
to DKK 26.9bn
EBITDA up

45%
45%
EBITDA up

before special items
to DKK 5.0bn
before special items
to DKK 5.0bn
ROIC

8.6%
8.6%
ROIC

The average number of full-time employees (FTE) increased
30% to 11,510 in 2022 mainly due to the full-year impact
The average number of full-time employees (FTE) increasedof the acquisition of HSF Logistics Group. The total
30% to 11,510 in 2022 mainly due to the full-year impact
headcount was 12,074 at the end of 2022.
of the acquisition of HSF Logistics Group. The total
headcount was 12,074 at the end of 2022.
Major events in 2022
A quarterly overview of the year’s major events is provided
Major events in 2022
on page 17. The most important of these actions were:A quarterly overview of the year’s major events is provided
on page 17. The most important of these actions were:Completion of ferry new-building program
The delivery of the second of the two combined freight andCompletion of ferry new-building program
passenger ferries (ro-pax) marked the end of a fleet renewal
The delivery of the second of the two combined freight andprogram started in 2016. The program also included six
passenger ferries (ro-pax) marked the end of a fleet renewal
freight ferries (ro-ro) and one chartered ro-pax ferry.
program started in 2016. The program also included six
freight ferries (ro-ro) and one chartered ro-pax ferry.
There are currently no plans to contract new-buildings forthe next three years and likewise no commitments to
There are currently no plans to contract new-buildings forthe next three years and likewise no commitments to

before special items
before special items
Equity ratio

38%
38%
Equity ratio

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Significant Review
growth delivered
Management

purchase ferries, apart from green fuel retro-fittings of likely
two freight ferries by 2025.
Acquisitions expanded customer offerings and scale
In 2022, four acquisitions were completed or agreed:•

ICT Logistics: Danish logistics provider specialised intransports of full- and part-load trailers between
Scandinavia, Eastern Europe, and CIS countries.
Complements existing logistics customer offerings andfits with Baltic Sea route network. Annual revenue 2021:
DKK 260m Consolidation date: 30 January 2022•

primeRail: German provider specialised in rail transport
solutions. Initial focus on solutions for Mediterraneanfreight customers. Annual revenue 2021: DKK 310m.
Consolidation date: 1 April 2022•

Lucey Transport Logistics: Irish domestic provider oftransport and logistics solutions to primarily consumer
goods companies. Complements existing regionalcustomer offerings. Annual revenue 2021: DKK 240m.
Consolidation date: 30 September 2022•

McBurney Transport Group (agreed, completion expected
in 2023): Northern Irish provider focused on transports
of full and part-load trailers, mostly cold chain, between
island of Ireland and the UK by road and ferry. Also
provides warehousing and related logistics services.
Complements existing regional customer offerings.
Annual revenue 2022: DKK 1.3bn.

2022 was in addition the first full-year for the acquisition of
HSF Logistics Group that was completed in September 2021.

Major events 2023
On 9 February 2023, an auction share buyback of DKK 300m
was announced and launched on 10 February 2023. The
buyback was completed on 22 February 2023 with a totalof 1,071,428 shares purchased at a price of DKK 280 per
share which equalled a total purchase sum of DKK 300m.
On 16 February 2023, DFDS awarded 41,584 restricted
stock units and 198,545 share options to the Executive
Board and a number of key employees. The theoreticalvalue of the awards is DKK 22.0m calculated according to
the Black-Scholes model.
On 29 December 2022, DFDS announced it had entered into
an agreement to acquire 100% of McBurney Transport
Group. Completion of the acquisition was subject toregulatory approval. The required regulatory approvals werereceived on 23 February 2023.

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Management

2022 major events
Q1

Q2

Q3

Q4

•

Logistics warehouse for dry goods opened in Borås,Sweden•Opening of expanded freight ferry (ro-ro) port terminal
in Vlaardingen•

Acquisition of Lucey Transport Logistics agreed andcompleted•

Dover-Calais space charter agreement becomes fully
operational•

New-building Aura Seaways, combined freight andpassenger ferry (ro-pax), deployed on KarlshamnKlaipeda•

Acquisition of primeRail agreed and completed••

BBB- investment grade credit rating awarded from
Scope

•

Liverpool cold store of 16,000m2 acquired, previously•

Start of biofuel trial on Acacia Seaways deployed
between the Netherlands and the UK

Strategic dialogue entered into with Ekol Logistics.
Application for pre-clearance of possible acquisition
submitted to Turkish competition authorities•

E-methanol partnership joined with Liquid Wind,
Gothenburg Port, and Stena Line

Fatal accident in Pendik Terminal, Istanbul, withconsequential demise of one colleague•

Peder Gellert Pedersen retires from position as EVP andHead of Ferry Division

Agreement to acquire McBurney Transport Groupannounced•

Logistics warehouses for dry goods opened in Poznan,
Poland, and in Taulov, Denmark. Land acquired in
Denmark for two warehousing projects•

Acquisition of ICT Logistics completed•

EU Mobility Package 1 comes into effect•Ferry transport of Russian registered trucks and trailers
stopped in Baltic Sea route network

leased•Rail service for trailers between Sète and Calais opened•

New-building Luna Seaways, combined freight andpassenger ferry (ro-pax), deployed on KarlshamnKlaipeda•••

Full- and part-load transport service opened between
Sweden and Norway•

Ferry competitor on Dover Strait suspends sailings fromend of March until April/May•

First electric trucks deployed in contract logistics
operation in Ghent•

Travel restrictions related to Covid-19 removed oreased end of quarter and into next quarter•

New five-year management contract awarded for
Newhaven-Dieppe•

New HQ in Copenhagen inaugurated•

Mathieu Girardin joins as EVP and Head of Ferry Division

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Management Review

Adapting to new trade flows
Swift decisions on employee security, sanctions, andoperations were required as the outbreak of war
in Ukraine disrupted lives and the flow of goods.
Overnight Yurii Rozhkov's life as a truck driver changed dramatically when his native country Ukraine was invaded. Since theoutbreak of war, business and trade flows in countries around
Russia have adapted to the new circumstances.
In a matter of months, our Ukrainian logistics activities wererefocused from transporting goods between Ukraine and the EU totransporting aid for international relief organisations to Ukraine
such as food, medicine, medicinal equipment, and clothes.

See the full story and follow Yurii in a video as he loads a generator in Taulov,
Denmark, bound for Kharkiv, Ukraine, and reflects on the impact of the war

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Management
Review

Five focused strategy drivers
Our strategy is focused on five key areas to drive growth,earnings, and sustainability.
A. Grow freight solutions to industries
As the geographic and solution capabilities of DFDS’ network
evolve, a wider range of industries are being targeted forsales of transport and logistics solutions.
Forwarders and hauliers are the key customer groups forservices provided by the network’s ferry routes, port
terminals, and rail routes.

Transport solutions for trailers, full- and part-loads, as wellas contract logistics solutions are offered to a wide range of
producers and retailers. Specialised capabilities are in place
to serve producers of heavy industrial goods - such as
automotive, forest, and metal – and food producers/retailers
requiring temperature-controlled solutions. In addition,
warehousing space is being expanded in Sweden, Denmark,
Poland, and the UK in the coming years to provide aplatform for continued growth.

Across industries and customer groups, the demand for
decarbonisation, digitisation, innovation, and robust supply
chains is growing. Investing in development of better
solutions to meet this demand is therefore a strategic
priority linked to other strategy drivers: digital (B), network
growth (C), and ESG transformation (E).

DFDS

A

Digitise services
to accelerate
growthC

D

Grow solutions
to selectindustries

Develop andexpand network

Create morevalue forpassengers

Drive ESG
transformation• Automotive• Easy access forcustomers• Mediterraneanbusiness plan
fulfillment• Develop on
board customer
experience• Climate ActionPlan• Ferry new building
benefits• Business develop
ment initiatives• Continous improvement projects• Fleet development• Forest & Metal• Cold Chain

B• Value-adding
services• Operationaleffiency• Digitise coresystems• Acquisitions

E• Develop green
transport corridors• Caring and safe
workplace• Diversity, equity,and inclusion

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B. Digitise services to accelerate growth
The key objectives of the digital strategy is to digitisecustomer relationships, automate for operational efficiency,
drive standardisation, and support sustainability goals
through digital solutions.
Providing freight customers with an easy way to create ferryand logistics bookings is a high priority. In 2022, the share ofdigital ferry bookings was increased to 90% and the digitalshare of logistics bookings was raised from 50% to morethan 70%. The digitalisation and efficiency of customs
clearance was also improved and recognised with anindustry innovation award.
The digitalisation of passenger activities was accelerated bya rollout of a new restaurant and retail system across theroutes carrying passengers. The onboard customer
experience for cabin access, restaurant bookings, andshopping was improved by the new system.
The DFDS app continues to show the value of having a
convenient way to digitally interact with DFDS across users
such as trucks drivers, planners, and passengers. The numberof monthly users increased 143% in 2022 and is now
fivefold higher than in 2020.
The rollout of a new core reporting system for finance,
procurement, and people functions – ERP system, D365 progressed well in 2022. At the end of the year 12 entities
are now live on the platform.
Ensuring that systems are scalable and always working are
critical objectives. Continuous improvement of systems is an
integrated part of how we work and in 2022 significant

progress on the modernisation of the system architecture
was made to support and enable continued growth.
Cyber security continues to be a top priority. To enhance
resilience and raise awareness about the threat from cybersecurity among all employees, a company-wide cybersecurity training program was launched in 2022.
An important foundation for the digital strategy is to retain
and attract people with general and highly specialised
digital skills. Digital development hubs are therefore grownoutside headquarters, for example in Istanbul, to lessen thedependency on a few large hubs and thereby spread
recruitment risks.
Standardisation
A groupwide standardisation project was launched in theautumn of 2022 to support continued earnings growththrough cost efficiency from scalability, uniform customer
experiences, enhanced development speed of digitalsolutions, data-driven responsiveness, and faster integrationof acquisitions.
C. Develop and expand network
Already in 2022, the Mediterranean ferry route network
exceeded the 2023 EBITDA earnings goal that was set in2018 in connection with the acquisition of UN RoRo.
A possible next step for the Mediterranean transport
network, that today combines ferry and rail transport, is to
add road transport and logistics solutions. This would mirror
DFDS’ proven northern European business model. A strategic
dialogue has therefore been initiated with Ekol Logistics, amajor Turkish logistics company, to explore a possible
acquisition of its international road haulage activities.

The ferry fleet renewal program, covering nine new-buildings
launched in 2016, was completed in 2022. The current ferry
capacity is overall expected to be sufficient toaccommodate freight volumes in 2023 and 2024, and no
future purchase or new-building commitments havetherefore been entered into. Short-term changes in demand
for additional capacity will expectedly be met by fleet
rotations or chartering of ferries.
Growth is also pursued by business development initiatives.
For the Ferry Division this includes opening of new routes,
expansion of port terminals, and collaborations in the formof space charter agreements.
The Logistics Division’s business development is currently
focused on expanding warehouse capacity driven by growing
demand for supply chain security. Growth is also pursued
via large tenders from both existing and new customers.
Acquisition strategy
Growth is furthermore pursued through acquisitions of whichfour were announced or completed in 2022 as described on
page 16. Acquisitions are a key tool to expand the scope ofcustomer offerings and gain scale advantages. Due to themature nature of the ferry sector, especially in northern
Europe, and DFDS’ existing market position, ferry acquisition
opportunities are limited. The logistics market is, on theother hand, more fragmented and offers more opportunities
to grow through acquisitions.
Objectives for ferry acquisitions are to expand the route
network to new European markets and to leverage the scaleof existing routes. The latter can also bring environmental
benefits through higher capacity utilisation.

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Review

Objectives for logistics acquisitions are to access trailer
flows that use or could use the ferry network, and to further
develop niche areas, e.g. cold chain, preferably with trailer
volumes carried by ferry as well as road or rail.
The minimum after tax return requirement for acquisitions iscurrently 8%.
D. Create more value for passengers
The passenger strategy is focused on transport passengers
travelling by car in combination with freight and leisure
passengers travelling mainly without a car.
Both areas recovered strongly in 2022 with the exception of
the overseas leisure segment on the Oslo-FrederikshavnCopenhagen route. The recovery was supported by improved
customer offerings on several routes – two Baltic newbuildings, one Channel new-building, duty-free sales
introduced on UK routes, new leg Oslo-Frederikshavn, andconcept development targeting transport passengers on the
two leisure routes.
Revenue per passenger from both seafare and onboard
spending was raised above pre-Covid19 levels in all regionsin 2022. This was partly driven by own improvements,
including UK duty-free sales.
Replacement of around 150,000 overseas leisure
passengers is being addressed by creating more compelling
reasons-to-go on the leisure routes. This includes more
focus on continual product improvements and a substantial
expansion of the onboard event program.

E. Drive ESG transformation
Our Climate Action Plan sets out plans and targets for thegreen transformation. Short-term reduction targets are set
for 2030, underpinned by specific projects, and a long-termtarget to become climate neutral is set for 2050.
Strategies for and progress on ESG is reported on pages
25-32 in this report.
Strategy goals – Win23
The Win23 program comprises the plans and financial
ambitions linked to the strategy for achievement by 2023.
The overall financial ambition is to reach an EBITDA ofaround DKK 5bn in 2023. The EBITDA earnings target wasachieved in 2022 despite headwind in certain businessareas.

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Management Review

Business modelResources

We move goods in trailers* by ferry, road, and rail

Value creation*And trailer equivalents such as rolling cassettes for heavy industrial goods
and containers as well as finished vehicles
Rail

People· Truck drivers andwarehouse staff

Facilitating businessand trade by trans­-­
porting goods· Seafarers and port
terminal staff

Port

Port

· Digital impactersRoad· Office challengers
Transport equipment
and facilities· Ferries· Trucks and trailers· Warehouses anddistribution centre
Energy – fossil andsustainable fuels

Provider of a vital
infrastructure offerry routes

And we also offer contract logistics solutions
Cold chain
distribution centres

Warehousing

Connecting people incountries and regions
separated by sea

Customs clearance
and digital services

Creation of stablejobs and safe
workplaces
Proactive driver ofgreen transformation

We move passengers in cars and on foot by ferry

Financing – equity
and loans

Port

Port

Capital distribution
to shareholders

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Management Review

Ferry business model

Passengers: Nine of 26 routes carries passengers, most of them
travelling in cars. Bringing an own car with luggage is a unique selling
point for ferries. Two overnight routes target leisure segments thatusually travel without a car.

Our ferries are deployed on fixed routes connecting two ports.
Most routes have daily departures. The routes carry only freight or
a combination of freight and passengers.
Freight: Goods are carried in trailers that can be driven on andoff the ferry ramps. Trailers can be accompanied by a truck or be

unaccompanied. The latter is tugged on and off as part of port
operations.
Ferries also carry trailer equivalents such as rolling cassettes fortransport of heavy industrial goods, e.g. metals, paper, other forest
products, and containers. Finished vehicles can also transported.
Because of its mobility, trailers are used mainly to carry goods fordelivery within days, mostly 1-3 days.

Market and route location/ports

Customer offering

Ferry types & capacity

The choice of ports to connect is critical for a ferry route typically sailingbetween only two ports. Important criteria are:

The routes offer four main offerings in different combinations contingent onmarket demand:

The main ferry types are ro-ro ferries for freight only routes, ro-pax ferries for
combined routes, and cruise ferries for passenger routes. In addition, ferries
are custom built to specifications such as:• Market size, growth potential, and competitive structure• Road and rail infrastructure linked to ports• Industrial and other production within each port’s catchment area•	Population density (determines consumption and passenger
market potential)• Port terminal parking space for trailers and equivalents.

• Freight only – unaccompanied freight units•	Combined freight and passenger, overnight – accompanied andunaccompanied freight units• Combined freight and passenger, short sea – accompanied freight units•	Passenger routes, overnight – deck space mainly used for cars, seasonal
freight capacity• Port terminal services, e.g. warehousing, cross-docking, workshops• Rail solutions to and from port terminals

The ports we call are either leased for longer periods or owned. We also
operate some leased ports ourselves.

All routes offer a fixed departure and arrival schedule. The reliability ofthe schedule and continuous adaptation of capacity to match market
requirements is of particular importance to freight customers. Duty-free sales
on-board and from border shops are offered if possible.

Key value drivers: Volumes and volume growth • Capacity deployed and utilisation • Unit costs • High operating costleverage as ferry and port costs are fixed and constitute over half of total costs • Freight pricing driven by transport
alternatives, efficiency, cost inflation, and surcharges • Passenger pricing mainly online and dynamic.

• Freight and passenger capacity requirements• On board facilities• Speed• Deck strength and ramps• Ice class.
Both chartered and owned ferries are deployed, including short- and longterm charter periods. A route’s capacity is determined by the number of ferries
deployed, the size of the ferries, and sailing frequency.

Key enablers: The knowledge and expertise of our people ensuring our ferries depart and arrive on time, that load andunload ferries in ports, take care of passengers, and make it all come together in offices • Customer relations • Digitalsolutions, both customer facing and operations.

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Management Review

Logistics business model

Our logistics solutions include transport, distribution, storage, andvalue-added services to manufacturers, food producers,
and retailers.
The customer value proposition includes performanceenhancement, cost-efficiency, reliability, and customer service.

The geographic focus overlaps to a large extent with DFDS’ ferryroute network.
Sector specific solutions are focused on the automotive, forest
product, and metal sectors as well as food producers requiring
temperature-controlled logistics (cold chain).

Forwarding, dry and cold chain

Contract logistics, dry

Cold chain logistics

Transport of trailers often covering multiple modes (road, rail, ferry) according
to delivery, equipment, environmental, and other requirements as well as
online booking and tracking. Primary activities are:Operation or management of parts of customer supply chains. Solutions aredeveloped in partnership with customers and include:• Full loads (FTL) for dry and reefer trailers• Part loads (LTL) for dry and reefer trailers•	On contract or spot terms. Large flows mostly contract based,from months to 1-2 years• Haulage mostly outsourced• Overlap of trade lanes with own ferry route network• Customs clearance and other processing services.

Solutions for fresh or frozen foods requiring temperature-controlled supply
chains, including strict hygiene standards in distribution centres and intransport equipment. Solutions include:• Inbound transport to warehouses, including ferry transport• Warehousing: storage, picking/packing, and inventory management• Value-added services: wrapping, packaging, cleaning, and repairs• Cross docking of part-load consignments• Distribution using mainly third-party providers• Just-in-sequence transport to assembly lines• Last mile delivery•	Management of customer supply chains using the customer’s own facilities
and equipment or third-party providers (4PL).

• Inbound reefer transport to distribution centres• Operation of distribution centres• Storage and cross docking of part-load consignments• Rental of specialised packaging, e.g. plastic box pallets, crates, and pallets• Cleaning and repair of reusable packaging• Distribution by inhouse haulage, including drivers, or third-party providers• Last-mile delivery• Customs clearance and other processing services.

Warehouses are owned or leased. Sector specific solutions can require special
equipment for handling heavy goods such as steel or paper.

Distribution centres are owned or leased. Customer contracts are typicallylonger term, up to around five years.

Transport equipment is owned or leased.

Key value drivers: Forwarding: balance between front and back loads • Empty running ratio • Sector specific market
developments • Volume growth • Management and procurement of outsourced transport services • Contract costadjustment flexibility • Contract logistics: capacity utilisation of facilities • Pricing driven by carrier costs, supply/demandbalance of carrier markets, efficiency, and cost.

Key enablers: The knowledge and expertise of our people that plan transport solutions, pick up and deliver freight on time,
store and distribute fresh produce at the right temperatures, and make it all come together in offices • Customer relations •Carrier network and relations • Digital solutions, both customer facing and operations.

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Driving the Review
ESG transformation
Management

Driving the ESG transformation
Sustainable and responsible business conduct is an integral
part of DFDS’ overall strategy. It provides the foundation forour commitments to society and stakeholders. We arecommitted to driving environmental transformation withinshipping and logistics based on ambitious climate actions
and investments in innovative services and technologies. We
act as a responsible and caring employer, who puts people
first and provides a safe, healthy, attractive, diverse, andinclusive workplace. We ensure responsible businesspractices and good corporate citizenship across thebusiness.
Our climate ambitions have been outlined in a Climate
Action Plan, targeting a reduction of 45% GHG emissions
from our fleet by 2030 and carbon neutrality in 2050
(compared to our 2008-baseline). For road transport andwarehousing we are targeting a 75% reduction in CO2e
intensity in 2030 and carbon neutrality in 2050 (comparedto our 2019-baseline which will be updated as our data
coverage improves).
To improve industry collaboration and create a moresustainable direction for our sector, we are actively engaged
in a range of organisations and frameworks such as
European Sustainable Shipping Forum (ESSF), IMO’s Marine
Environment Protection Committee (MEPC), as well as

relevant national shipowners’ organisations. A DFDS
representative is currently chairing ‘Green Ship of the
Future’, which is an independent non-profit organisation
exploring the path towards emission-free maritime
transport.

investors, NGOs, ESG ratings, regulators, etc. The assessment
has resulted in shortlisting of 11 material topics in relation
to ESG. Each of the elements have been addressed and risk
assessed, and a responsible sponsor from the Executive
Management Team has been appointed.

At this point in time, we have not committed to the ScienceBased Targets initiative as the methodology to be applied
for maritime transportation has only just recently been
published. During 2023, we will analyse the path forward
and the pertinence of the Science-Based Targets initiativefor our business. The challenge is that with the current
landscape of technologies, regulation, and fuel availability,
the carbon reductions required already by 2040 can possibly
only be achieved by replacing or retrofitting a fully
functioning fleet ahead of time, which will be challenging
seen from both a life-cycle-analysis perspective and acapital investment perspective.

SDG visual – right margin

ESG Materiality Assessment
We have conducted a double materiality assessment to
identify the sustainability matters that are financiallymaterial for DFDS as a business and the sustainability
matters that have a material impact on environment,
society, and people. The assessment is based on a
stakeholder analysis including customers, employees,

Five UN Sustainable Development
Goals are material to our ESG strategy

Environment

SocialGovernance

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Management Review

We are actively seeking
solutions to decarbonise
As a ferry and logistics operator, DFDS
is operating within sectors contributing
to approximately 8% of global CO2
emissions. Both sectors are vital to theglobal economy but are also among
the hardest to decarbonise. DFDS iscommitted to actively seeking solutions
to decarbonise its business by 2050.
Decarbonising the shipping and road freight industries
will not only require significant investments from operators in new vessels and vehicles that are powered byzero-emission fuels. It will require even bigger investmentsfrom the entire society in infrastructure and production of
zero-emission fuels at sufficient scale.
The great challenge to decarbonisation is to get sufficient grid capacity and supplies of renewable electricity
such as wind and solar power as well as Power-to-X technologies at the scale needed to convert the green electricity into liquid fuels such as ammonia, methanol, andhydrogen. The world will need abundant renewable electricity in the future to be able to fuel the green transition.
Furthermore, this will require extraction and productionof enormous amounts of critical raw materials as well as
supporting infrastructure.

Availability of green fuel is a chicken-and-egg dilemma.
Utility providers will only invest in green fuel capacity
when the demand for the green fuel is there, while operators will only invest in carbon-neutral vessels and vehicles
when sufficient supplies of green fuel and infrastructure
are available. It means that commitments and investments
are needed today to secure sufficient availability of green
fuels in the future.
However, the current inadequate charging and refueling infrastructure for heavy vehicles in Europe is afundamental barrier to green transition of the road freightindustry. Ambitious and binding infrastructure targets
across EU and not least sufficient and timely electrical grid
capacity will be required to succeed.
With the first of DFDS’ 125 electric trucks in operation and the remaining coming in 2023, DFDS’ long-termsustainability commitment have started to turn into action.
When it comes to ferries, accounting for 95% of DFDS’
carbon footprint, very limited supplies of sustainableenergy sources are currently available. This includes eg.
ammonia, methanol, and hydrogen produced based on
renewable electricity and Power-to-X technology. Furthermore, ship engines and ships will have to be retrofitted,
redesigned, or replaced to be able to run on zero-emission
fuel.
It requires significant capital investments in ferries andtrucks. But even more so, it requires collaboration andpartnerships across the industry and a push for investments in green electricity and Power-to-X capacity. DFDS
must and will play an active part in bringing public authorities, infrastructure companies, utility providers, customers,
and suppliers together.
To increase the availability of green fuels, DFDS hasentered into a number of green energy partnerships
including a green hydrogen and e-fuel production facility
in Copenhagen (DK), a green hydrogen and e-ammonia
production facility in Esbjerg (DK), and an e-methanol
production facility in Gothenburg (SE).

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Management Review

Materiality assessment
The materiality assessment is validated by the Executive
Management Team and the Board of Directors.
Input

Expectations

Customerengagement

Customers
We have an impact on our customers and they
are expecting us to provide reliable and efficient
services. Simultaneously, new expectations regarding
both environmental and social elements are growing.

Employee
feedback
Interaction
with investors
Regulators
Dialoguewith NGO´s
ESG analysts
Climatereports
Marketmonitoring

Employees
As a business, we have large impact on our employees.
DFDS is expected to provide a safe working environment, ensuring wellbeing and a fair living wage.
Investors
Our investors' expectations are growing, concerning
financial, social, and environmental elements.
Regulators
DFDS has a broad geographical reach, and we are
expected to follow all regulatory requirements
Civil Society
Our activities have an impact on civil society. The
expectations from civil society regarding businessethics are growing, and we as a company are
expected to operate in a responsible way.

Assessment

OutputEnvironmental
GHG emissions
Climate governance management
Social & Environmental
materiality
DFDS has a responsibility
to reduce all significant
negative aspects related
to our operations, andto further increase
positive impacts on all
stakeholders.
Financial Materiality
Environmental, social, andgovernmental elements
can have significant
impact on DFDS activities
and strategies.

Local environmental impact& circularity

SocialHealth, safety and injury
Diversity and inclusion
Responsible employer

Governance
CitizenshipResponsible sourcing
Incentives management
Business ethics
Data ethics

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Driving the Review
ESG transformation
Management

Environment: Driving the transformation
Our Environmental Strategy supports UN Sustainable
Development Goals #13 Climate Action, #14 Life below
water, and #17 Partnerships for the goals. Our climate
related initiatives are embedded in our Climate Action Plan
on page 29 and the ESG Framework.
We measure our environmental performance using widely
recognised metrics related to energy consumption, GHG
emissions, waste, water, and oil spills. These metrics enable
us to track our progress and respond to risks andopportunities related to climate risks, environment, andbiodiversity.
We aim to be a responsible neighbour, who reduces
pollution, waste, and noise in the communities in which we
operate. We continue our efforts to protect ocean life andbiodiversity by supporting research and education that
focuses on the marine environment.
Our carbon footprint
As part of an industry with a large carbon footprint, we arecommitted to finding solutions that will eventuallytransform how our industry operates. This includes
minimising the risk and impact of energy consumption andCO2 emissions, oil spills and discharges from vessels, as wellas air pollution from trucks.
95% of our scope 1 and scope 2 CO2e emissions come fromour vessels, making it a natural starting point in our green
transition. Consequently, a reduction in emissions from ourown operations (Scope 1), and in particular from ourtransportation services, will automatically lead to a
reduction in our customers scope 3 emissions.

However, the challenge here is twofold: vessels and vehicles
are designed and built for fossil fuel, and green fuelalternatives do not currently exist at sufficient scale.
In the short term, we focus on improving and upgrading ourexisting fleet and reducing CO2 emissions from our buildings
and operations in general. We have identified actions suchas technical upgrading of the fleet, route optimisation, andoptimising the vessels' hydro-dynamic performance toreduce friction in the water and improving decision support
systems to help crews and shore-side support teams
operate in a more fuel-efficient way, as well as continuous
improvements to energy consumption. We also actively
develop and test new means of propulsion and energy
generation.
Transition towards zero-emission transport
The major and long-term transition towards zero-emission
transport requires our industry to replace today's fossil-fueldependent fleet with a new generation of vessels andvehicles that run on sustainable fuels created entirely fromrenewable energy. By 2050, our target is that we have
replaced fossil fuels with zero-emission fuels like ammonia,
hydrogen, or methanol. Storing, handling, and using these
new fuels differs vastly from how fossil fuel works. Finding
feasible alternatives to fossil fuels calls for cross-sector
collaboration and an appetite for experiments.
Numerous complex uncertainties still hold back thecommercial viability of renewable fuels. Their demanddepends on price differentials between black and green
energy, availability, bunker infrastructure, and public
incentives and regulations. Closing the price gap between
fossil and renewable fuels will be critical to driving zeroemission vessels' adoption, construction, and use. To findgreen fuel alternatives, we partner with other companies
and organisations who share our need and desire totransform the transport industry into one that runs onsustainable fuel. We openly share information about whichsustainable fuels we are investigating and the volumes weestimate to be required to fuel a business of our size.
We are part of a project to develop a hydrogen factory in
Copenhagen, a green ammonia production facility in Esbjerg,
and an e-methanol facility in Sweden, to better understandthe production of green fuels and contribute to theiravailability. With projects such as these, we aim to reduce
the price gap between black and green fuels, sustain ourcommercial competitiveness, and provide customers withgreen transport options that reduce their Scope 3 emissions.
Biodiversity
Marine Life is a primary environmental focus for DFDS.
Conventional fossil fuelled ferries emit noise and vibrations
into the water, which has a negative impact on marine life.
The transition to new fuel types and new ferry designs arebound to reduce the negative impacts on life below water.
The transition to sustainable fuels will also lead to cleaner
air which will have an immediate positive impact on all
forms of life above water.
Our efforts to protect ocean life and biodiversity includes
support of research and education focused on the marine
environment. Our projects include monitoring and protecting
whales and dolphins with ORCA, long-term measurement of
the ecological health of marine plankton with theContinuous Plankton Recorder Survey, and monitoring andresearching cetacean and seabirds with MARINElife.

029

DFDS Annual Report 2022

Management Review

Truck decarbonisation plan

Our climate strategy

Illustrative composition of trucking fleet needed to achieve 2030 targets

2019

2022

2025

2030

2050

10%
40%
96%

60%

100%

2030

2050
Climateneutrality

45% reduction
in CO² intensityfrom ferries**

25%
15%
5%

Engine type:

50% absolute
reduction in CO²efrom land transport
and warehousing*

45%
4%

DieselBiofuel, HVO

Electricity

Hydrogen

Indicative breakdown: Actual percentages of diesel alternatives will vary depending on available technologies and fuels

Ferry decarbonisation plan
Relative TtW CO² emission from vessels
gCO²/Gross Tonnage/Nautical mile

2019

2022

2025

2030

2050

13.5
12.0

11.3
9.6
Fleet replacement toalternative fuels
Pilot newbuilds on alternative fuelRetrofit to first alternative fuels* Preliminary target from a 2019 baseline - will be revised following establishment of a new 2022 baseline** Relative target from 2008 baseline

Energy efficiency / Fuel Performance Program / Schedule optimization

0

18
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DFDS
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Driving the Review
ESG transformation
Management

Responsible ship recycling
An inherent part of our business model is to ensure that ourvessels are properly maintained and renewed in due time
before they become inefficient and worn out. Consequently,
we always resell for longer time use, and hardly ever recycle
ships. In the rare case that a ship must be recycled, we will
use an approved yard and carry out the work in line with EU
ship recycling regulations and the principles of theInternational Maritime Organisation's (IMO) Hong Kong
International Convention.
Social: Responsible & caring employer
Our People Strategy supports UN Sustainable Development
Goals #3 Good Health and Wellbeing, and #5 Genderequality.
We measure our social performance using metrics related tolabour practices & human rights, diversity & inclusion,
occupational health & safety, business ethics, employee
engagement and community engagement. These metrics
enable us to track our progress and respond to risks andopportunities related to talent attraction, employee
retention, and business development.
Sustainable business is about people. We want to ensure thewell-being of all our employees and support their physicaland mental health. We want people to be happy when they
go to work and when they go home. We strive to be an
inclusive and multicultural workplace and believe thatdiverse groups and teams make better decisions. We also
support individual employees and groups of colleagues at
DFDS in taking initiatives to do good in the local
communities where we operate.

We believe that putting people first is a way to attract andretain the diverse workforce we need to successfullytransform our company and industry. We need people withdifferent perspectives and experiences for the company todevelop sustainably. We prioritise building a strong internal
culture where people know that they are valued for who
they are and the competencies and experiences they bringwith them.
We want DFDS to be a company where all employees
contribute to our values and business performance andwhere we can rely on the wealth of our colleagues’
knowledge and expertise as well as their ability to act withagility and solve problems as they arise.
As our business and organisation grow, we need to secure apipeline of talented people to step up and fill positions as
they arise. We do this by offering formal and informal
training programmes for leaders and employees, as well asgroup-wide mentoring initiatives. We also want to help our
employees grow personally.
Employee wellbeing and motivation is an important factor in
DFDS and we monitor sickness absence and other indicators
in concern of mental wellbeing.
As a proxy indicator for measurement of employee
satisfaction and wellbeing we make regular use employee
engagement surveys. By increasing the frequency of thesurveys and tailoring them to specific issues, we are keeping
a constant eye on what employees deem important andwhere to focus.

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DFDS
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Driving the Review
ESG transformation
Management

We respect Human Rights
As a responsible employer, we are fully committed torespecting human rights as defined by the UN Guiding
Principles on Business and Human Rights. We have clearly
articulated responsible employer standards for topics likewages, working hours, discrimination, and child labour in ourLabour Code of Conduct (LCOC). Part of our preparation forand implementation of the Corporate Sustainability
Reporting Directive (CSRD) will be to continue our work with
Human rights due diligence and as a result of that improve
internal processes and procedures.
We believe in the importance of equal treatment of all
employees regardless of their background. All employees
should feel respected and be treated with dignity. We show
zero tolerance towards any harassment or abuse. No
employee should ever face humiliation, physical or mental
abuse, sexual harassment, or any other form of
mistreatment.
Since 2015, DFDS has also provided the possibility ofanonymously reporting any concerns over material breaches
of acceptable behaviour by or within the company through awhistle-blower hotline hosted by a third party. It is open forreporting by employees as well as third parties and can beeasily accessed through our website www.dfds.com.
Alongside the whistle-blower hotline we encourage
employees to report incidents or unacceptable behaviour totheir local manager, HR or to a member of the Executive
Management Team. All reports are investigated thoroughlywith appropriate follow-up actions. We ensure that thefollow-up actions are fair to all parties involved with noretaliation and full confidentiality, reflecting the severity of
the issue. The Board of Directors receives regular updates oncurrent reports and findings.

We promote Diversity & Inclusion
DFDS works to promote and change the face of our industry,
historically with a majority of men, through a dedicated andstructured approach to diversity and inclusion. We arecommitted to ensuring equal opportunities and avoiding
discrimination based on e.g. ethnicity, religion, gender,
disabilities, or age. We believe that greater diversity leads toa stronger company. Our Diversity, Equity & Inclusion policy
details how we work to secure equal opportunities at DFDS.
We apply a dedicated and structured approach to diversity
and inclusion. This includes training sessions, toolboxes andefforts to raise awareness and to make more bias neutral
decisions.
The monitoring and measures implemented to improvediversity in DFDS cover all layers of management. One of
our primary priorities on the diversity agenda has been toincrease the number of women in the organisation. Except
for the People and Finance Divisions, female leaders are stilla minority in DFDS.
We are focused on increasing the number of female nonoffice workers on both land and sea and have signed Danish
Shipping's Charter for more women at sea. The non-office
workforce has a female ratio of 12% whereas the officebased workforce is more diverse with a female ratio of+40%. Our ambition is to have at least 30% women at allorganisational levels. Our original target was to achieve thistarget in 2023. However, this is no longer realistic, and thetimeframe has therefore been extended to 2028.
We want to ensure equal pay for equal work and aremonitoring any unintended pay gaps across the business.

We emphasize the importance of Health & Safety
DFDS is responsible for many people and their working
conditions. Operating a business where more than 60% of
employees work in high-risk environments means that
health & safety has very high priority.

Our key policies include:

The safety and wellbeing of our employees always comefirst. We aim to ensure that robust safety processes,
equipment, tools, and training are fully integrated into theway we work. At sea, we use SERTICA on all DFDS vessels tomanage and measure our H&S performance. It is a systemwidely used by companies worldwide to optimise internal
processes concerning maintenance, procurement, HSQE,
performance and to make decisions based on data. On land,
we operate within our Safety-First programme, which is agroup-wide initiative to improve the knowledge of andprocedures regarding safety. The local H&S organisations
and Marine Standards are responsible for implementing andintegrating Safety-First into existing procedures andprocesses on both land and sea.

• Diversity, Equity &Inclusion Policy

Governance: Responsible business practices
DFDS is committed to conducting business in a responsible,
ethical, and transparent manner to meet stakeholders’expectations of high business integrity standards. Our
approach to business integrity is embedded in our corporate
values, policies, and procedures.

• Group Tax Policy

Transparency and incentives to management
We believe in transparency, and we voluntarily verify anddisclose ESG data to customers and stakeholders. We havethorough processes in place to help reduce ourenvironmental footprint and continuously strengthen our
position as a responsible employer. We assess risks, analyse,
and investigate relevant initiatives and adjust our actions as• Code of Conduct• Labour Code of
Conduct• Health & Safety
Policy• Data Ethics Policy• Supplier Code of
Conduct• Climate &Environment Policy• Anti-Slavery and
Human Trafficking
Statement

20
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DFDS
AnnualReport2022
DFDS
AnnualReport2022

Driving the Review
ESG transformation
Management

needed to stay on track with our commitments. ESG related
metrics on carbon emissions, gender diversity and health &safety are part of our management incentive programmes.

Responsible Procurement Program. We impact our supply
chain through promoting human rights, environmental care,good labor practices and high ethical standards.

Business Ethics
Providing maritime transport and logistics services means
we are in close contact with many people throughout ourvalue chain. It is a priority for us to pay attention torespecting human rights, and we have clear policies
designed to influence and determine all major decisions,actions, and activities, as we do not tolerate any form of
discrimination or harassment. Corruption is an inherent risk
to our business but we consider it as unacceptable. We
mitigate this by having clear policies on how to act for
employees and suppliers.

Our Supplier Code of Conduct incorporates the IMPA ACT
fundamentals and is based on the UN Global Compact andGuiding Principles on Environment, Labor Practices,
Business Ethic and Human Rights. DFDS’ Supplier Code of
Conduct sets the standard for our supply chain to operatein accordance with ethical business principles and conformto all applicable international laws, rules, and local
regulation. We expect our suppliers to adhere to ourprinciples and standards and to develop and implement
relevant management systems appropriate for a companyof their size in line with our Supplier Code of Conduct.

DFDS has policies and processes in place to ensure thathuman rights are respected within our own operations andthroughout the value chain, including third-party workers,
hauliers, and seafarers.

We use a dedicated management system, EcoVadis tosupport a structured and transparent approach to assessing
supplier risks related to e.g., Human Rights, Business Ethics,
and Environment. Increased transparency enables us tofocus on suppliers with a high-risk profile. This is conductedin synergy with our ESG supplier evaluation program, whichenables us to better address weak areas in our supply chain
and engage in a constructive dialogue with our suppliers todevelop more innovative and sustainable products andservices.

Our Code of Conduct is our internal guideline for how
employees act responsibly, treat each other with respect,
and respond to ethical issues. It is directly linked to the UN
Global Compact’s ten principles and covers topics likehuman rights, diversity & inclusion, anti-harassment anddiscrimination, environmental protection, anticorruption andbribery. All employees can report breaches to the Code of
Conduct through our anonymous whistle-blower line. Our
work with the CRSD implementation will also give us an
opportunity to re-visit our existing processes and control
mechanisms related to anticorruption and bribery.
Responsible supply chain
Supply chain sustainability is an integral part of DFDS’

Data Ethics
As a transport and logistics provider, we use data tomaintain and improve customer experience andoperational efficiency. We are committed to ensuring that
employees, customers, and business partners can entrust
us with their data. We are determined to handle datasustainably and with great care. We recognise that digitaldevelopment entails responsibility and transparency. Our

Data Ethics policy sets a vision for working with data
ethically and is based on three principles: Security,
Confidentiality, and Integrity.

24
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DFDS
AnnualReport2022
DFDS
AnnualReport2022

Outlook Review
Management

Outlook
The outlook visibility for 2023 is impaired by especially the
war in Ukraine and the current elevated financial
uncertainty.
The outlook for 2023 builds on multiple assumptions that
may change significantly as the year progresses.

Outlook 2023
DKK m
Revenue
EBITDA before special items

Outlook 2023

2022

At samelevel

26,8734,500-5,000

4,955

Per division:

General market growth prospects
The current consensus 2023 outlook for Europe’s andTürkiye’s GDP-growth (Gross Domestic Product) is 0.1% and3.0%, respectively (Source: Thomson Reuters).

Ferry Division

3,350-3,650

3,966

Logistics Division

1,200-1,400

1,066

The measures that have and are being taken to lower thecurrent high inflation is widely expected to lead to arecession in large parts of Europe. GDP-growth is thus
expected to be negative in several European countries in
2023, including the UK and Germany. The war in Ukraine islikely to depress activity in neighbouring countries for its
duration.

Operating

Türkiye’s export to Europe slowed down towards the end of2022 but this was offset by higher import flows as parts ofthe freight destined for CIS countries in Central Asia wasrerouted through Türkiye.

Non-allocated items
Investments

-50

-76

-2,800-2,989-1,600-1,8380-871-1,200-282

Types:
Ferries: sale & purchase and new-buildings
Acquisitions

Geopolitical events could in general dampen the expected
growth, both short- and long-term.
Key freight outlook assumptions for 2023
A high share of freight volumes is expected to remain
resilient in 2023 but freight volumes are anticipated to
decline in parts of the network if economic growth turns
negative.

Mediterranean freight volumes are expected to continue togrow in 2023, especially if the rerouting of volumes tocentral Asian continues. Near-shoring of manufacturing in
supply chains to Europe is also expected to benefit activity
while lower European demand, not least in Germany, will
reduce activity.

" A high share of
freight volumes is
expected to remain
resilient in 2023"

25
034

DFDS
AnnualReport2022
DFDS
AnnualReport2022

Outlook Review
Management

A recession in the UK is expected to reduce both ferry andlogistics volumes. In addition, Channel’s ferry volumes are
expected to be lower in the first half-year as a third operator
ramped up capacity through Q1 2022 and a second operator
suspended sailings in most of Q2 2022.
The war in Ukraine is expected to continue to depress ferry
volumes in the Baltic region, especially in Q1 2023
compared to 2022.
The acquisition of McBurney Transport Group is assumed tobe completed by the end of Q1 2023 which, all else being
equal, will increase the Logistics Division’s revenue andearnings.
Key passenger outlook assumptions for 2023
Around 90% of the passenger EBITDA covering threebusiness units - Passenger, Channel, and Baltic Sea – wasregained in 2022 following a reduction of DKK 1bn
compared to the earnings level pre Covid-19.
Passenger volumes are expected to increase further in 2023
as travel restrictions remained in place through most of Q1
2022 and travel in general was still ramping up through thefollowing quarter. Passenger earnings are therefore
expected to increase in 2023.
Revenue outlook
The Group’s revenue is overall expected to remain at thesame level as 2022. The Ferry Division’s revenue growth isexpected mainly to be driven by rate increases to coverhigher operating costs and by volume growth in the
Mediterranean network. Channel’s freight revenue is
expected to decrease due to a negative full-year impact of
the overcapacity on the Dover Strait. Passenger revenue is

expected to increase. In addition, revenue from bunker
surcharges is contingent on development in oil prices.
Logistics’ revenue growth is expected to be driven by organic
growth from rate increases and new activities. In addition,
the full-year impact of the acquisition of Lucey Transport
and the acquisition of McBurney Transport Group, assumed
completed by end Q1 2023, will also increase revenue.
Earnings outlook
Based on the above assumptions, the Group’s EBITDA before
special items is expected to be within a range of
DKK 4.5-5.0bn (2022: DKK 5.0bn). See outlook table fordivisional split.
Investments
Operating investments, i.e. excluding acquisitions and othertransactions, are expected to amount to around
DKK 1.6bn:•

No purchases of new or second-hand ferries are
expected•

Dockings and ferry upgrades, including energy efficiency
projects: DKK 800m•

Port terminals and other equipment: DKK 400m•

Cargo carrying equipment and warehouses, mainly
related to Logistics Division: DKK 300m•

Other investments, including digital: DKK 100m.

An investment of DKK 1.2bn is expected for the acquisitionof McBurney Transport Group.

[Chart - Heading][Chart - Subheading][Insert chart via Paste Chart]

Various risks and uncertainties
pertain to the outlook
The most important among these arepossible major changes in the
demand for ferry services – freightand passengers – and logistics
solutions.
Such demand is to a large extent
linked to the level of economic
activity and trade in primarily
Europe, especially northern Europe,and in particular the UK, as well asadjacent regions, particularly
Türkiye.
Demand can also be impacted bycompetitor actions, supply chain
disruptions, and extraordinary events
such as virus outbreaks andgeopolitical instability.
The outlook can moreover be
impacted by political changes, firstand foremost within the EU and
Türkiye. Brexit, the trade agreementthat came into effect on 1 January
2021 between the EU and the UK, is
yet to be fully implemented and its
possible impact on trade therefore
still constitutes a risk.
Changes in economic variables,
especially oil prices and exchange
rates, can furthermore impact
earnings.
Future financial results may
therefore differ significantly fromoutlook expectations

035

DFDS Annual Report 2022

Management Review

Geopolitics bring supply
chains closer to Europe
Bottlenecks and rising costs are inciting
companies to move production and sourcing
closer to Europe. Türkiye stands to benefit
from the rise in nearshoring.
Meral Güzelisik has through 2022 welcomed many newcolleagues at her workplace in the Pendik port. She keeps
the trade of goods between Türkiye and Europe moving
as she loads and unloads the growing number of trailers
carried by DFDS’ freight ferries.
Covid-19, soaring container rates, delivery delays, environmental concerns, and rising political tensions have all createdincentives for companies to review their supply chains.
Manufacturing has increasingly been ‘nearshored’ toTürkiye in recent years as the country is an industrious
nation and boasts a well-educated and large workforce.
Türkiye’s geography and geopolitics have also led to arerouting of trade flows through Türkiye that previously
went through Russia to reach countries in Central Asia.

See the full story and follow Meral in a video as
she prepares to load a freight ferry bound forEurope from the Pendik Port in Istanbul.

036

DFDS Annual Report 2022

37

Ferry Division

48

Logistics Division

Management Review

Divisions

28
037

DFDS
AnnualReport2022
DFDS
AnnualReport2022

Ferry Division
Management
Review

Ferry Division
Head of division

Earnings lifted by return of passengers
Mediterranean continued to improve
performance as freight volumes
increased 11%
Channel faces headwind from ferry
overcapacity on Dover Strait
Emission intensity reduced 4% as short-term
actions take effect

A highlight of 2022 was the return of passengers in numbersthat exceeded initial expectations. The investments in fleet
renewal and capacity in recent years underpinned theresilience and performance of the freight ferry route
network. Delivering on reliability, frequency, and capacity is
crucial for our freight customers: forwarders, hauliers, andindustrials.
The war in Ukraine created challenges for the Baltic Sea
route network but also rerouted freight volumes to Central
Asia through our Mediterranean network that continued its
growth in 2022. The competitive situation on the Dover
Strait worsened during the year as the entry of a third ferry
operator created overcapacity whilst the market contracted;
an untenable situation has been created.
Climate Action Plan short-term initiatives contributed to a
4% decrease in emission intensity in 2022. Preparations toretro-fit freight ferries for use of green fuels by 2025
progressed as planned. The two green corridor projects
advanced through engagement with customers, fuelproviders, and other stakeholders.

Mathieu Girardin
Business areas• North Sea• Mediterranean• Channel• Baltic Sea• Passenger

Revenueincreased 38% to DKK

16.8bnEBITDA
increased 39% to DKK

4.0bn
Ferry people

6,138

038

DFDS Annual Report 2022

Management Review

Ferry routes

Our key freight and passenger offerings
Freight

Helsinki

pe
Ka
lls

Oslo

r
kä

Ferry transport of freight
units, accompanied andunaccompanied

Short sea ferry

Port terminal services

Overnight ferry

Rail Solutions

Mini cruise

Special Cargo

Packaged breaks

is

ld
Pa

ik

ev

Br

Tallinn

Passengerki

Gothenburg
Newcastle

Es
ic
ia

Imminghamsh

Klaipeda

Vilnius

Fr

ed

er

Kø
ge

Rosslare

Ka
rl

Co
pe

bj

nh

er

g

ag
en

am

n

Frederikshavn

elKi(IJmuiden)

Ro

e

da

er

tt

Zeebrugge

gg

p
er

w
Ne

tw

An
t

en

Gh

irk

is ne
og r
ul Me
Bo ur- pe
s ep
Di

la

Ca

nk

Du

ha

m

ve
n

en

av

Amsterdam

u
Br

Dover

xh

Cu

Felixstowe
Sheerness

e

gn
lo
Co

Be
m

Nu

e
tt

be

rg

m
re

bu

rg
s b
el m
W La
h
ac

Triestete

SèGroups & events

e

ill
se
ar

M

na

go

ra

r
Ta
ik
nd
Pe l
r
ba

Am

Conferences at sea
va
lo
Ya

Ba
ri
Pa

Freight route
Freight and passenger route
Rail connections

n

ir
m

si
er

İz

s

M

a
tr

is

n
Tu

30
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DFDS
AnnualReport2022
DFDS
AnnualReport2022

Ferry Division
Management
Review

Financial performance
The Ferry Division’s revenue increased 38% to
DKK 16,831m compared to 2021 driven by the return ofpassengers, continued freight volume growth in the
Mediterranean route network, and a considerable rise inbunker surcharges due to higher oil prices.
EBITDA before special items increased 39% to DKK 3,966m
and EBIT before special items increased 84% to
DKK 2,138m. EBIT after special items was DKK 2,156m.

Ferry Division, DKK m

2022

2021

∆

∆%

Revenue

16,831

12,216

4,615

37.8%

EBITDA before special items

3,966

2,852

1,114

39.1%

Share of profit/loss of associates and joint ventures

-13

-13

-1

n.a.

Profit/loss on disposal of non-current assets, net

2

4

-2

n.a.

Depreciation and impairment-1,816-1,684-133

7.9%

EBIT before special items

2,138

1,160

978

84.3%

EBIT-margin before special items, %

12.7

9.5

3.2

n.a.

18

12

6

n.a.

EBIT

2,156

1,172

984

84.0%

Invested capital, average

2.4%

Special items, net

20,931

20,442489

The return on invested capital, ROIC, before special items
increased to 9.7% in 2022 from 5.3% in 2021 due primarily
to the uplift in earnings from the return of passengers
reflected mainly in the ROIC for the Passenger and Channel
business units.

ROIC before special items, %

9.9

5.3

4.6

n.a.

Average number of employees

6,138

5,381

757

14.1%

Invested capital – ferry fleet and port terminals
The invested capital was DKK 21.4bn at year-end 2022, of
which ferries amounted to DKK 14.7bn and port terminals to
DKK 3.0bn. Intangible assets accounted for DKK 4.1bn,
including goodwill of DKK 3.0bn mainly related to theMediterranean business unit.

Scope 1+2 emissions, 1,000 ton CO2e

2,556

2,489

67

2.7%

CO2e intensity (kg CO2e/DKK)

0.153

0.204

-0.051-25.0%At the end of 2022, the ferry route network deployed 64
ferries, including two side-port and container ships, of which
81%, or 52, were owned and 12 were chartered in forvarying periods. One freight ferry was not assigned to aroute.
A fleet renewal program was launched in 2016 to grow theroute network’s capacity, improve cost efficiency, and lower
emissions per freight unit transported. The program
comprised nine new-buildings and was completed in 2022:

Number of ferries

64

64

0

0.0%

Lane metres, '000

41,74643,011-1,265

-2.9%

613

633

-20

-3.2%

3,772

869

2,903

334.2%

Tons, '000
Passengers, '000

Representation of women - Land, %

30

28

2

7.1%

Representation of women - Sea, %

19

16

3

18.8%

Lost-time injury frequency (LTIF) - Sea, Incidents/mill. hours

4.5

4.3

0

4.7%

Lost-time injury frequency (LTIF) - Land, Incidents/mill. hours

11.1

11.2

-0

-1.1%

•

Six freight ferries (ro-ro) with each 6,700 lane metres offreight capacity equivalent to around 450 trailers. Four
deployed in North Sea and two in Mediterranean•

Two combined freight and passenger ferries (ro-pax)
with each 4,500 lane metres of freight and passenger
vehicle capacity and onboard facilities for 600
passengers. Deployed in Baltic Sea•

One combined freight and passenger ferry (ro-pax) with
3,100 lane meters of freight capacity and onboard
facilities for 1,000 passengers (chartered on a 10-year
bareboat agreement). Deployed in Channel.

There are currently no plans to build new ferries, apart fromretro-fitting for green fuels of likely two freight ferries by2025. The next major fleet investment program is expected
to be renewal of the five short-sea Channel ferries forcompletion towards 2030. These ferries are expected to be"The return on
invested capital,
ROIC, before special
items increased to
9.7% in 2022."

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DFDS
AnnualReport2022

Ferry Division
Management
Reviewbattery powered due to the short crossing time of the Dover
Strait.
The lifespan of freight and passenger ferries is estimated at
35 years and 45 years for passenger cruise ferries. The
duration of port terminal leases is typically between 10 and
40 years.
Port terminals are owned/operated in eight strategic
locations. The Vlaardingen port terminal area was in 2022
expanded by 70% equal to 450 additional trailer parking
spaces.
Decarbonisation activities and results
The key environmental challenge is to de-carbonise ferry
operations by replacing fossil fuels with sustainable fuels.
DFDS’ Climate Action Plan includes short-term actions to
reduce emissions from the existing fleet and transformative
long-term actions to de-carbonise.
In 2022, several initiatives were taken to lower emissions
from the existing ferry fleet:•Anti-fouling hull paint applied to 18 ferries to reduce
friction in the water.

•

Installation of new injection system to optimise engine
combustion on two ferries to save fuel (PMI VIT).

•

Installation of excess energy management systems on
five ferries and installation of exhaust gas boilers on
three ferries.

Fleet overview and key figures, year-end 2022
Freight &Freight

passenger

Sideport andferries

ferries

container

Ownershipof owned

ships

share, %ships, yrs

Total fleet(ro-ro)Ferry Division

64

41

17

4

2

-

-

North Sea

20

18

-

-

2

94

12

Mediterranean

20

20

-

-

-

79

15

Channel

12

1

11

-

-

58

19

Baltic Sea

7

1

6

-

-

100

15

Passenger

4

-

-

4

-

100

33

Chartered out/not allocated ferries

1

1

-

-

-

100

22

Besides the technical installations we have initiated a groupwide route optimization program. Speed has a significant
impact on fuel consumption and CO2 emissions. Slowing
down and increasing the time spend at sea can thus reduce
emissions with up to 10%. The analysis of sailing schedules,
terminal operations and customer needs will high-light
where it’s feasible to implement changes.
Two freight ferries calling Gothenburg port have been
upgraded for enabling the use of shore power at berth.
Additional upgrades initiated on two ferries calling
Vlaardingen port will be completed in the beginning of2023.
In general there is an increasing interest and focus on shore
power opportunities from ports and other stakeholders
within the DFDS network. In September 2022 the first(ro-pax) Cruise ferries

Average age

biofuel trial in DFDS was initiated with the bunkering of
B100 on Acacia Seaways operation on the Vlaardingen –Felixstowe route. The biofuel used in the trial is a secondgeneration biofuel manufactured from various types of nonfood biomass. The biofuel is ISCC (International
Sustainability & Carbon Certification) certified and complies
with RED II (European Renewable Energy Directive). The useof biofuel has not required any modification to Acacia
Seaways and the temporary technical evaluation of the trial
has positive indications. In 2022 we burned 1,902 tonnes of
biofuel avoiding fossil fuel emissions of 5.5 tonnes CO2.
In September we started the harmonised schedule as aresult of the space charter agreement with P&O on the
Dover-Calais route to ensure optimal utilisation of theavailable capacity. In 2022 the agreement resulted in 267
saved DFDS sailings avoiding emissions of 3,540 tonnes of"Speed has asignificant impact onfuel consumption
and CO2 emissions.
Slowing down andincreasing the timespend at sea canthus reduce
emissions with up to
10%."

041

DFDS Annual Report 2022

Management Review

CO2. In 2023 the agreement is expected to save +1,400
DFDS sailings.
In 2022, we saw a reduction in CO2 emissions of 4% acrossthe route network from 13.5 g/CO2/GT per mile in 2021 to
13.0 g/CO2/GT per mile in 2022. Own fleet emissions werereduced 2% to 12.5 g/CO2/GT per mile from 12.8 g/CO2/GT
per mile in 2021.
In port terminals, emissions are being reduced by focus onelectrification, energy efficiency improvements, andincreasing use of HVO (Hydrogenated Vegetable Oil) byterminal equipment such as tugmasters.
Creating a safe and inclusive workplace
The DFDS target for gender diversity is a total workforce
female gender ratio of 30%. In 2022, this ratio was 24% in
the Ferry division across both land and sea. This is anincrease compared to 22% in 2021. From a gender ratio
perspective the ferry division can be grouped into threedifferent employee groups who each has a different profile
on both employee and manager levels: Sea-based(19%/7%), Land-based non-office (11%/3%) and Landbased office (45%/31%). There has been a general
improvement of one to three percentage points across thedifferent employee groups. The main improvement since2021 has been the achievement of the target of 30%
female representation within land based managers.
Focus for 2023 will continue to be on improvement of theratio of females and female managers in non-officepositions, and to continue efforts to ensure an inclusive
culture in order to promote diversity in our workforce.

During 2022 the Crewing organisation facilitated 12
seminars for 900 crewmembers. The seminars include
workshops on engagement survey, safety and fuel efficiency
and trainings on how to handle bullying and harassment,
cultural awareness and situational leadership
The engagement score for the Ferry division is on par with
the DFDS score and external benchmark. In 2022 there has
been an increase on all parameters, especially on (work)
environment where the score has increased with 0.7 to 7.5.
The Ferry management team will work actively with thedetailed results to maintain the positive development andincrease the engagement within the division.
Health & safety
Health & Safety procedures are critical in the operation of
ferries and port terminals, not least the loading andunloading of large, heavy freight units done by tugmasters
driven by port terminal staff. This interaction between
ferries and port terminals is identified as a high-risk activity
and is therefore also a high priority area.
In 2022 the Lost Time Injury Frequency (LTIF) decreased to11.11 compared to 11.22 in 2021. To further drive thispositive development we continue to promote our Safety
First culture across high-risk locations such as port
terminals.
In 2022 an e-learning awareness module for safety on ro/rocargo decks was developed and is expected to be rolled-out
in 2023. In 2023, we will also implement additional firefighting measures on the entire DFDS fleet.
Colleagues and management were deeply saddened by thedemise of a dock worker in October following an accident in

33
042

DFDS
AnnualReport2022
DFDS
AnnualReport2022

Ferry Division
Management
Review

the Pendik Terminal in Istanbul. The incident was thoroughly
analysed and investigated, including a review of traffic andhandling operations within the terminal. Psychological andfinancial support were provided for the family. To avoid reoccurrence, we have invested in camera based pedestrian
detection equipment for all heavy machinery on initiallythree of our own terminals. The remaining five owned
terminals will be added in 2023.
Digitisation
A standardisation program covering both processes andsoftware for port terminals and ferry operations waslaunched in 2022. As part of the program, the standard
terminal system was implemented in the Pendik Terminal
resulting in multiple efficiency improvements, including 10%
savings in fuel consumption for tugmasters.
A new generation of ferry operations software was
successfully tested towards the end of 2022. This enables
automation of parts of the deck planning and a fasterturnaround of ferries resulting in reduced C02 emissions.
Rollout is expected to start in 2023.
In addition, the core booking system was upgraded for fasterand more stable communications to customers andauthorities.
The digital experience for passengers was further improvedby the new and optimised online booking flow and rolled out
to cover 70% of the Channel traffic to France covering over
10,000 bookings. A 0.5 ppt conversion rate uplift wasachieved for 2022 and a significant user satisfaction
improvement.

In 2022, the LS Retail POS (Point of Sale) system was rolled
out to most ferries and the two Channel border shops. For
the latter, an online portal for duty-free shopping, including
a “Click & Reserve” capability, was launched.
Ferry industry and market trends
A number of external factors has strategic relevance for the
ferry industry and its growth prospects.
BrexitImplementation of the Brexit trade agreement between the
EU and the UK is not finalised in the UK as veterinary
controls plus safety and security checks have yet to be
implemented. Completion is expected to take several years.
Trade between the EU and the UK has been adversely
affected by the more cumbersome trade processes. This
especially impacted smaller importers and exporters
negatively. The rerouting of freight volumes between Irelandand the EU following Brexit is expected to remain in place.
The more cumbersome trade processes have also been acatalyst for migration of some freight volumes from driveraccompanied to unaccompanied solutions.
Since the beginning of 2021, duty-free sales and customs
clearance services were introduced for activities linked to
the UK. Both markets are expected to continue to grow inthe coming years.
Competition
The competitive landscape in most regions was overall
unchanged in 2022 except for the Dover Strait. A third ferry
operator, that entered Dover-Calais in June 2021 with one
ferry, added a second in December 2021, and a third in Q1
2022. The addition of three ferries to a previously balanced

market has created overcapacity. In addition, volumes in the
Dover Strait freight market decreased in 2022, especially inthe second half-year, and passenger volumes remain below
pre-Covid-19 levels. This has further worsened thecompetitive situation to an expectedly untenable level. The
overcapacity in the market is moreover detrimental to theenergy efficiency of the Dover Strait transport corridor.
In the Baltic Sea region, the war in Ukraine has reduced
freight volumes while ferry capacity to a large extent has
been upheld by operators. Competition in the region is thus
expected to increase in 2023 due to lower overall capacity
utilisation.
The general truck driver shortages experienced in recent
years are likely to persist in the coming years which will
underpin continued growth in demand for unaccompanied
ferry services.
Near-shoring of manufacturing to Europe and adjacentcountries
In 2022 geopolitical events and historically high global
container rates continued to prompt businesses to review
the robustness of their supply chains. Allocation of moremanufacturing to Europe and adjacent regions, such as
Türkiye and northern Africa, is in general expected tosupport the future growth of freight volumes on ferry routes
carrying intra-European trade as well as trade between
Europe and adjacent countries.
Ferry vessel market
The markets for chartering and sale/purchase of ferries used
for transporting freight remained tight in 2022 with limited
available and idle capacity.

"The general truck
driver shortages
experienced in recent
years are likely topersist in the coming
years, which will
underpin continued
growth in demand
for unaccompanied
ferry services."

34
043

DFDS
AnnualReport2022
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AnnualReport2022

Ferry Division
Management
Review

Freight ferries (ro-ro): The high demand for ferries continued
in 2022 and charter rates firmed up as the market focusedon extensions of existing charters. Selling activity was
limited. European operators took delivery of ten large ferries
while only a few older ferries were scrapped. The orderbook
up to 2025 comprises only six ferries: two for delivery in2023 and four for delivery in 2025.
Demand for freight ferries is expected to remain high in
2023 in view of the reduced orderbook and continued
growth in the unaccompanied trailer segment.
Combined freight and passenger ferries (ro-pax): There wascontinued high demand for combined ferries with an
overweight of freight capacity. A number of ferry sales werecompleted in 2022 at increasing price levels. Charter activity
was limited as only few ferries were open for renewal.
Although eight new-buildings were delivered in 2022, theorderbook remains substantial at around 70k LM up to
2025.
Business unit performance
Additional information on business unit performance isavailable from quarterly reports.
North Sea – freight only
Revenue increased 24% to DKK 5,154m in 2022. Volumes
were on level with 2021 as automotive and paper volumes
at times were disrupted by supply chain bottlenecks. In
addition, lower volumes towards the end of the year offset
higher volumes in the first three quarters. Revenue growth
was thus mainly driven by rate increases, including revenue
from port terminal standage fees, and a considerable
increase in bunker surcharges due to higher oil prices.

EBITDA before special items increased 25% to DKK 1,605m
driven by lower operating costs and revenue growth fromrate increases and standage fees in port terminals.
The average invested capital decreased 1% to DKK 6.3bn in
2022. ROIC increased to 15.9% from 10.6% in 2021.
Mediterranean – freight only
Revenue increased 32% to DKK 4,499m in 2022. The
increase was driven by 11% higher volumes as Turkish
export volumes were boosted by depreciation of the Turkish
Lira through most of the year. Rerouting of freight to Central
Asia through Türkiye also increased volumes in the second
half of 2022. Ferry capacity was expanded to accommodate
the volume growth. Revenue was also increased by theacquisition of primeRail and a considerable rise in bunker
surcharges due to higher oil prices.
EBITDA before special items increased 16% to DKK 1,248m
driven primarily by the volume growth.
The average invested capital decreased 1% to DKK 9.3bn in
2022, and ROIC increased to 6.7% from 6.3% in 2021.
Channel – combined freight and passengers
Revenue increased 46% to DKK 3,828m in 2022. The
increase was entirely driven by a return of passengers after
travel restrictions were removed during the spring. The
number of passengers increased to 2.4m from 0.4m in 2021
which in turn increased duty-free sales.

Freight revenue, excluding bunker surcharges, decreased in
2022 due to 6% lower volumes. The decrease was unevenly
distributed as volumes increased 6% in the first half-year
and decreased 18% in the second half-year. In the first halfyear, ferry capacity was ramped up to three ferries by a third
ferry operator that had deployed one ferry in mid-2021. In
addition, the incumbent second ferry operator suspended
sailings for more than two months to restructure theircrewing model. This resulted in a net positive volume impact
for DFDS. Over the summer, total Dover Strait freight
volumes started to decrease which continued for the rest of
the year. In combination with the capacity added by a third
operator, this led to the considerable volume decrease in thesecond half-year.
EBITDA before special items increased 71% to DKK 611m as
the return of passengers and higher onboard spending morethan offset lower freight earnings.
The average invested capital increased 11% to DKK 2.2bn in
2022, partly due to the full-year impact of the addition of achartered new-building in mid-2021. ROIC increased to 9.6%
from -1.2% in 2021 following the higher earnings level fromthe return of passengers.
Baltic Sea – combined freight and passengers
Revenue increased 14% to DKK 1,578m in 2022. The
increase was mainly driven by higher revenue frompassengers and from bunker surcharges that rose due tohigher oil prices. This offset a decrease in freight revenue as
the war in Ukraine lowered volumes 15%. The number ofpassengers increased 19%.
EBITDA before special items of DKK 388m was 1% lower
than 2021 as higher passengers earnings and cost savings,"The number ofpassengers on the
Channel increased to
2.4m from 0.4m in
2021, which in turnincreased duty-freesales."

35
044

DFDS
AnnualReport2022
DFDS
AnnualReport2022

Ferry Division
Management
Review

including adjustment of ferry capacity, offset the lower
earnings from the drop in freight volumes.
The average invested capital increased 41% to DKK 2.3bn in
2022 due to the deployment of two new-buildings between
Sweden and Lithuania. ROIC decreased to 10.7% from 14.0%
in 2021 due to the rise in invested capital.
Passenger – two cruise ferry routes
Revenue more than tripled to DKK 1,622m in 2022 as
passengers returned following the removal of travel
restrictions through the spring. The number of passengers
increased from 214k in 2021 to 1,098k which equalled 81%
of passengers in 2019, the latest comparable year before
Covid-19. Overseas passengers have yet to return to theroute between Norway and Denmark.
EBITDA before special items was DKK 30m compared to
DKK -392m in 2021. The improvement was due to thesignificant increase in the number of passengers. This waspartly offset by higher bunker costs.
The average invested capital of DKK 0.8bn in 2022 was 18%
higher than in 2021. ROIC was negative as EBIT after tax was
negative.
Non-allocated items
Non-allocated items primarily include activities related toexternal chartering of ferries not deployed in DFDS’ route
network.
Revenue increased 6% to DKK 485m compared to 2021
while EBITDA before special items decreased 37% to
DKK 82m.

36
045

DFDS
AnnualReport2022
DFDS
AnnualReport2022

Ferry Division
Management
ReviewBusiness unit key figures
North Sea, DKK m

2022

2021

∆

∆%

Passenger, DKK m

2022

2021

∆

∆%

Revenue

5,154

4,161

993

23.9%

Revenue

1,622

463

1,159

250.2%EBITDA before special items

1,605

1,287

318

24.7%

EBITDA before special items

30

-392

422

n.a.

EBIT before special items

1,012

690

322

46.6%

EBIT before special items

-69

-488

419

n.a.

Invested capital, average

6,281

6,362

-81

-1.3%

Invested capital, average

801

677

124

18.3%

ROIC before special items, %

15.9

10.6

5.3

n.a.

ROIC before special items, %

-9.1

-72.6

63.5

n.a.

13,761

13,769-8-0.1%

Lane metres, '000

451

425

26

6.0%

613

633

-20

-3.1%

Passengers, '000

1,098

214

884

n.a.

Mediterranean, DKK m

2022

2021

∆

∆%

Non-allocated items, DKK m

2022

2021

∆

∆%

Revenue

4,499

3,404

1,095

32.2%

Revenue

485

456

29

6.3%

EBITDA before special items

1,248

1,078

170

15.8%

EBITDA before special items

82

131

-49

-37.4%EBIT before special items

672

635

37

5.9%

EBIT before special items

72

115

-43

-37.3%

Invested capital, average

9,324

9,375

-51

-0.5%

Lane metres, '000
Tons, '000

ROIC before special items, %

6.7

6.3

0.4

n.a.

Lane metres, '000

5,566

5,034

532

10.6%

Channel, DKK m

2022

2021

∆

∆%

Revenue

3,828

2,619

1,209

46.1%

EBITDA before special items

611

358

253

70.9%

EBIT before special items

207

-16

223

n.a.

Invested capital, average

2,159

1,939

220

11.3%

ROIC before special items, %

9.6

-1.2

10.8

n.a.

Lane metres, '000

18,164

19,316-1,152-6.0%

Passengers, '000

2,420

441

1,979

n.a.

Baltic Sea, DKK m

2022

2021

∆

∆%

Revenue

1,578

1,381

197

14.2%

EBITDA before special items

388

391

-3

-0.8%

EBIT before special items

243

226

18

7.8%

Invested capital, average

2,261

1,600

661

41.3%

ROIC before special items, %

10.7

14.0

-3.3

n.a.

Lane metres, '000

3,804

4,467

-663

-14.8%

Passengers, '000

254

214

40

18.7%

37
046

DFDS
AnnualReport2022
DFDS
AnnualReport2022

Ferry Division
Management
ReviewHead of business unit

NORTH SEAMEDITERRANEAN

CHANNELBALTIC SEAPASSENGER

Kell Robdrup (South)Lars Hoffmann

Filip Hermann

Anders Refsgaard

Kasper Moos

Morgan Olausson (North)
Share of Division’s revenue 20221
Routes

31%

27%

23%

9%

10%

– Gothenburg-Brevik/Immingham– Istanbul-Trieste/Bari/Patras– Dover-Dunkirk– Fredericia/Copenhagen-Klaipeda– Oslo-Frederikshavn-Copenhagen– Gothenburg-Brevik/Ghent– Gothenburg-Zeebrugge– Istanbul/Cesme-Sète– Mersin-Trieste– Dover-Calais– Newhaven-Dieppe– Karlshamn-Klaipeda– Kiel-Klaipeda– Amsterdam-Newcastle– Esbjerg-Immingham– Izmir-Tarragona (closed January 2023)– Rosslare-Dunkirk– Kapellskär-Paldiski– Cuxhaven-Immingham– Marseille-Tunis– Sheerness-Calais– Muuga-Vuosaari (freight agreement)– 20 ro-ro– 11 ro-pax– 1 ro-ro– 1 ro-ro– 6 ro-pax– Vlaardingen-Felixstowe– Vlaardingen-Immingham– Oslo Fjord-Zeebrugge-Immingham
Ferries– 18 ro-ro and 2 side-port & container ships

Port terminals– Brevik– Istanbul, Pendik(owned and/or own operations)– Ghent– Trieste– Dunkirk– 4 passenger cruise ferries– Copenhagen– Gothenburg (joint venture)– Immingham– Vlaardingen
Main customer segments– Forwarders & hauliers– Manufacturers of heavy industrial goods– Forwarders & hauliers(automotive, forest and paper products,
metals, chemicals)– Forwarders & hauliers– Forwarders & hauliers– Manufacturers of heavy industrial goods– Mini Cruise passengers– Car passengers– Coach operators(automotive, forest products, metals)– Car passengers– Business conferences– Forwarders & hauliers– France and Continental Europe– Baltic countries– Benelux– Ireland– UK– Denmark– Finland– Denmark– Germany– Germany– Sweden– Norway– Overseas markets– RDF (refuse derived fuel)Main market areas– Benelux– Denmark– Germany– Norway– Sweden– Germany, Italy, France, Spain, and otherContinental Europe– Tunisia– Türkiye, and adjacent countries– UK
Main competitors– Car passengers– Sweden– UK– CLdN– CMA-CGM– Brittany Ferries– Road and rail transport– Airlines and road transport– P&O Ferries– Road, short-sea container, and rail transport– Cotunav– Grimaldi– Road, short-sea container,– Eurotunnel– Irish Ferries– Stena Line
– Tallink Silja– Color Line
– P&O Ferries– P&O Ferries– Transrussia Express (Finnlines)– Transfennica– Stena Line

– Stena Lineand rail transport– Ulusoy
1 Revenue shares do not add up to 100% as Non-allocated items are not included in the table– TT Line

047

DFDS Annual Report 2022

Management Review

Adapting digital solutions
to keep goods moving
We adapted systems and processes to Brexit
and built a new customs clearance business.
It’s not over yet, the UK has further rules toimplement in the coming years.
For three years, Attila Guylas spent most of his timedeveloping systems to ensure our ferries could continue tocarry trailers after Brexit. He spent 2020’s new year’s eve
talking to French customs officials.
With the UK’s exit from the EU, a whole new trading
agreement, including new rules and processes for customs
and physical border inspections, had to be digitised anew.
Transporting trailers by road and ferry looks simple, butbehind the scenes complex digital systems handle all the
mandatory paperwork and procedures in ports located indifferent countries that all have their own bespoke systems.
A key aim of the systems that enable the movement ofgoods across borders is to automate for fast processing andelimination of manual work.

See the full story and follow Attila and colleagues
Chris Coughlin and Edwin Schurer in a video as they
send a truck across the Channel on a DFDS ferry.

39
048

DFDS
AnnualReport2022
DFDS
AnnualReport2022

Logistics Division
Management
Review

Logistics Division

Head of division
Niklas Andersson
Business areas• Dry Goods• Cold Chain

Margins restored by cost coverage initiatives
High growth for warehousing and related
contract logistics solutions
New sustainability targets set for 2030
Full-year impact of HSF Logistics Groupacquisition

Margins and earnings were restored in 2022 as costcoverage initiatives came into effect and customers
continued to focus on maintaining robust supply chains,which increased demand for warehousing solutions.
Haulage cost levels changed through the year as theEuropean haulage market remained in short supply of truck
drivers for most of the year. This was partly due to theintroduction of the EU’s Mobility Package and the war in
Ukraine that reduced the pool of truck drivers.
The scope of customer offerings was expanded by threeacquisitions that also added scale benefits. The integrationof HSF Logistics Group progressed in line with plans andexpectations, although adaptation of operations to the EU
Mobility Package was more comprehensive than anticipated.
New sustainability targets for 2030 were launched in 2022,
including a program for installation of solar panels on
warehouses and other buildings to produce own energy. The
first e-trucks were deployed in operations and interest in
sustainable logistics solutions is growing among customers.

Revenueincreased 60% to DKK

11.4bnEBITDA
increased 80% to DKK

1.1bn
Logistics people

4,544

049

DFDS Annual Report 2022

Management Review

Logistics network

Our key logistics offerings

Bodø

Dry Goods
Dry Goods

Cold Chain

Trondheim

Cold ChainÅlesundContainer routes, VSA(Vessel Sharing Agreements)

Lerwick
Florø
BergenTurku

Stavanger

Padborg
Kiel
Cuxhaven

n

or
g

sh
am

pe H
nh e
ag lsi
en ng
b

ic
ia
er
ed
Fr

Co

SzubinznanZeebrugge
Antwerp

Klaipeda

Kiev

Rental and cleaningof reusable packaging

Supply chain
management

Customs clearance

Shanghai sales office

Gyula

Tibod

Timișoara

BilbaoJust-in-sequencetransport to assemblylines

Prague

er

-M
ur

-s

ne

og

ul
Bo

t
en
Gh
ge

ug

Br

Duisburg

Luiv

Maia

Distribution centres

Hamburg

Neuenkirchen-Vörden
Nijmegen
Winterswijk
WijchenDistribution

Riga

Po

Pe

ly
n

to
n

m
da

Ne
w

er
tt
Ro

Pa
ig
n

Herning
TaulovEsbjerg

Storage and crossdocking

Ventspils
Liepajarl

New
rb Gri Imm Kilor ms in lin
ou b gg
gh y ha hol
tB
m
m
e
la
ke
nh
am

te

W
ar
r

in
g

to
n

rd

fo

er

Chesterfield
Corby
Coventry
FelixstowethoumGravesend
on
Av
Dover

ea

M

Dublin

at
W
Cork

Gr

Li
v

Mullagh

Borås

Hobro

Warehousing andcross-docking

Ka

ca
s

tle

Lilla Edet
Gothenburgerpan oolchesterBelfastnlin

Bellshill
LarkhallLarvikBrevikKristiansand

Aberdeen

Greenock

Moss
Fredrikstad
HaldenlTa

Fort William

Door-door forwarding,full & part loads

VantaaOslo

HaugesundDoor-door forwarding,full & part loads

Bucharest

Focused industry
solutions to Automotive
and Forest & Metal

Amposta

Customs clearance

41
050

DFDS
AnnualReport2022
DFDS
AnnualReport2022

Logistics Division
Management
Review

Financial performance
The Logistics Division’s revenue increased 60% to
DKK 11,423m compared to 2021 and by 24% adjusted forthe full-year impact of HSF Logistics Group acquired in 2021
as well as ICT Logistics and Lucey Transport Logistics
acquired in 2022. The adjusted growth was driven by higher
activity, including new warehousing and customs clearance
activities, and improved cost coverage across regions. The
latter included surcharges for higher fuel prices and the EU
Mobility Package as well as increases to cover higher costs,
particularly for haulage.
EBITDA before special items increased 80% to DKK 1,066m
and EBIT before special items increased 78% to
DKK 480m. Around half of the increase was due to the fullyear impact of HSF Logistics Group. EBIT after special items
increased 80% to DKK 487m.
The return on invested capital, ROIC, before special items
decreased to 7.9% in 2022 from 8.6% in 2021 as a higher
ROIC for Dry Goods was offset by a lower ROIC for Cold
Chain.
Invested capital – transport equipment and intangibles
The invested capital increased 25% to DKK 5.3bn at yearend 2022. The increase was due mostly to acquisitions aswell as expansion of warehousing space and additionalcargo carrying equipment. Intangible assets accounted for
DKK 2.1bn, including goodwill of DKK 1.4bn.
At year-end 2022, the logistics network deployed 6.8k
trailers, 2.2k containers, and 1.2k trucks. The majority of thisequipment was owned.

Logistics Division, DKK m

2022

2021

∆

∆%

Revenue

11,423

7,155

4,268

59.7%

EBITDA before special items

1,066

593

473

79.8%

18

-1

20

n.a.

Depreciation and impairment

-603

-322

-281

87.1%

EBIT before special items

480

269

211

78.6%

EBIT-margin before special items, %

4.2

3.8

0.4

n.a.

7

2

5

n.a.

487

271

216

79.7%
90.4%

Profit/loss on disposal of non-current assets, net

Special items, net
EBIT
Invested capital, average

4,797

2,520

2,277

ROIC before special items, %

7.9

8.6

-0.7

n.a.

Average number of employees

4,544

2,774

1,770

63.8%

Scope 1+2 emissions, ton CO2e132,61264,012

68,600107.2%

CO2e intensity (kg CO2e/DKK)

0.012

0.010

0.002

14.4%

Representation of women - Land, %

17

16

1

6.3%

Lost-time injury frequency (LTIF) - Land, Incidents/mill. hours

7.5

6.0

1.5

25.3%

At the start of 2022, a new warehouse was opened in Borås
close to Gothenburg. Towards the end of the year
warehouses were opened in Poland and Denmark, and two
Swedish warehouses were built during 2022 which openedat the beginning of 2023. In response to high demand forstorage and related logistics services, another three newwarehouses are planned to open in 2023 and 2024. The
warehouses will all be leased for periods of up to 10 years.
Decarbonisation strategy and actions
Following both increased customer demand for sustainablelogistics solutions, and in line with our overall climate
ambitions, a focused sustainability team was established at
the start of 2022 to ramp up sustainability efforts, withparticular focus on climate-neutral transport solutions andtransparency in emissions data.

In May 2022, preliminary climate targets were set: toachieve a 75% reduction in CO2e intensity from roadtransport and warehousing by 2030, from a 2019 baseline,
and carbon neutrality by 2050. The targets will be revisited
following the collection of a new data baseline.
The decarbonisation roadmap for road transport indicatesthe share of heavy-duty electric trucks (eTrucks) in our
truck fleet will reach 25% by 2030. The first eTrucks of a
total of 125 ordered for delivery in 2022 and 2023 are now
operational in Ghent. Work progresses on establishing trialsof hydrogen trucks, aiming for deployment in 2025. By 2030
we expect at least 5% of the total trucking and trailer fleet
to be hydrogen fuelled, and around 50-60% to be running on
low-carbon fuels such as HVO.

"Decarbonisation
roadmap for roadtransport indicatesthe share of heavyduty electric trucks(eTrucks) in our truck
fleet will reach 25%
by 2030."

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DFDS
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AnnualReport2022

Logistics Division
Management
Review

DFDS purchased a total of 324 new trucks during 2022.
These trucks were specified and supplied with a Euro 6.2
exhaust emission rating which is the latest emission
standard restricting a number of pollutants. Over 95% of
these trucks were replacement units therefore further
reducing the number of units that are below the wider Euro
6 emission level. The total DFDS fleet consists of around
1,200 trucks and +98% of these are classified as Euro 6
trucks.
A target has also been established for the production ofgreen electricity at our own facilities, mainly via solar PV
installations on warehouses. By 2030, the aim is to produce
a minimum of 10m kWh per year. In 2022 we produced 1.5m
kWh and we and are currently on track to reach 6m kWh peryear by 2025 with 14 ongoing or planned installation
projects during 2023 and 2024.
Customers are responding positively to the increased
climate ambition, and several are working closely with us on
significant collaborations to decarbonise their supply chains.
Creating a safe and inclusive workplace
DFDS’ target for gender diversity is a total workforce female
gender ratio of 30%. In 2022, this ratio was 17% in the
Logistics division, including an 18% ratio of female
managers. For office workers, the total female gender ratio
was 36% and 19% for managers, a small improvementcompared to 2021. The non-office ratio was 5% and nofemale managers, unchanged from the previous year.
In 2022 we saw an increase of female managers in the
Logistics workforce from 16% to 18%, despite a reduction of
females in the total workforce driven primarily by theacquisition in 2021 of the HSF Group with a male dominatedworkforce. It remains a key priority to improve the ratio of
females and female managers in non-office positions and tocontinue efforts to ensure an inclusive culture.
Although there was an increase on all parameters compared
to 2021 the engagement score for the Logistics division islower than the total DFDS score. In 2023 the Logistics
management team will work actively to improve the results.
A potential explanation for the low score is that +60% of
the Logistics workforce is non-office workers. Feedback
indicated that the current questionnaire is less suitable forthis employee group. In 2023 a non-office specificquestionnaire will be launched to better match the job
relevance and thereby get more representative data.
Health & safety
The Logistics organisation consists of a large number oflocations across the DFDS network – from small depots withvery few employees to large modern sites with warehouses,
cross docking and other contract logistics solutions. Due tothe difference in daily operations the safety risk profile andsafety awareness can be very different across sites. In 2022
we have focused on implementing all locations from theacquired HSF Group into the DFDS Health & Safety
management system.
During this integration we have seen an increase in the Lost
Time Injury Frequency from 5.96 in 2021 to 7.47 in 2022. In
2023 we will increase focus on safe operation of our own
trucking operations and continue to promote our Safety
First culture across high-risk locations. To further embedand maintain a safety culture are key priorities of the Global
H&S organisation.

HSF Logistics Group - integration on track
Annual financial integration synergies, mainly fromoperation, procurement, and process integration are targeted
to amount to around DKK 75m with a full run-rate impact
from the end of 2023. At the end of 2022, the run rate ofsynergies was in line with expectations. A significant part ofthe synergies is reported in the Ferry Division as trailer
volumes have been transferred to own routes.
Digitisation
2022 saw continued focus on digitising the way customers
can manage their bookings using both standard system
integrations and new features on the online booking
platform DFDS Direct. As a result, more than two thirds oftransport bookings are now digital compared to only one outof five in 2019. Meanwhile, digital booking channels forwarehousing and customs clearance have been further
developed to support these growth areas.
A standardisation program was launched in 2022 toincrease the speed and efficiency of digitisation as well as tounlock more economies of scale. The program comprises
several standardisation projects in areas such as pricing,planning, and haulage management.
Logistics industry and market trends
A number of external factors has strategic relevance for thelogistics industry and its growth prospects.
Supply chain bottlenecks
The bottlenecks in global and intra-European supply chainseased during 2022. Manufacturing activity continued
however in periods to be disrupted by irregular supplies ofparts and raw materials, including the automotive sector.
Delivery times for vehicles, both cars and trucks, remained"A target has also
been established forthe production ofgreen electricity at
our own facilities,
mainly via solar
panels installations
on warehouses. By
2030, the aim is to
produce a minimumof 10m kWh per
year"

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DFDS
AnnualReport2022
DFDS
AnnualReport2022

Logistics Division
Management
Reviewhigh. As automotive orderbooks also remained high, theautomotive sector is expected to continue to have a backlog
in 2023.
Truck drivers were in short supply for the first three quartersof the year, also due to the war in Ukraine which reduced the
supply of drivers. The imbalance versus demand pushed up
haulage prices. Towards the end of the year haulage prices
dropped as demand slowed down and more non-European
truck drivers arrived in Europe, which in combination are
expected to further balance the haulage market in 2023.
Logistics customers are expected to continue to focus moreon supply chain security, including further nearshoring of
manufacturing closer to end markets and maintaining
inventory levels above recent historical levels. Demand forwarehousing and related logistics services is therefore
expected to continue to grow.
EU Mobility Package
The EU Mobility Package came into effect on 2 February
2022 and cabotage rules were implemented 21 February
2022. The key rules are that trucks must return to their
origin within eight weeks, drivers must return to origin withinfour weeks, and drivers must be paid wages on level withthe country the driver operates in.
The Package has as expected resulted in higher wages fordrivers and increased administration costs for payroll andmonitoring of compliance with return to origin rules. The
wage spread between countries has narrowed and haulage
activities are being moved towards more local hubs.
In addition, more planning is required to ensure backloads
for return trips to origin locations to avoid empty running. In

total, the average haulage cost per kilometre is estimated tohave increased around 15%. Enforcement of the new rules isstill at a low level and the rules have yet to be fully
adopted by all market participants. The new cabotage rules
permit driving under the same terms in countries adjacent tothe country of origin which is impacting competitive
patterns with more impact on long haul versus domestic
haulage.
Competition
There were no material changes in the competitive
landscape in northern Europe during the year, althoughconsolidation of the still fragmented logistics market
continues. Market participants are a mix of global or panEuropean logistics companies and smaller, regional
companies specialised in geographic corridors, transportmodes, and/or customer segments.
BrexitBrexit triggered a rise in the market for customs clearance
and related services as freight customers need assistance tocomply with the requirements of the UK-EU trade agreementthat came into effect from the beginning of 2021. The
market for customs clearance services is expected tocontinue to grow.
For businesses based in the EU, trading with the UK has
become more cumbersome and expensive which is holdingback trade. Truck drivers are likewise less attracted to trips
to the UK which is expected to underpin demand forunaccompanied ferry transport to and from the UK.

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DFDS
AnnualReport2022
DFDS
AnnualReport2022

Logistics Division
Management
ReviewBusiness unit performance
Additional information on business unit performance isavailable from quarterly reports.
Dry Goods
Revenue increased 28% to DKK 6,283m in 2022 and by 20%
adjusted for acquisitions. The adjusted increase was driven
by higher activity, including new warehousing and customs
clearance activities, and improved cost coverage acrossregions. The latter included surcharges for higher fuel prices
and the EU Mobility Package as well as increases to coverhigher costs, particularly for haulage.
EBITDA before special items increased 74% to DKK 542m
due to primarily cost coverage initiatives as well as organic
growth, operational improvement of certain activities, and apositive impact from two acquisitions.
The average invested capital increased 66% to DKK 1.7bn in
2022 mainly due to acquisitions and leasing of a container
ship. ROIC increased to 12.1% from 9.8% in 2021 driven by
the higher earnings level.
Cold Chain
Revenue doubled to DKK 5,283m in 2022 and by 14%
adjusted for the full-year impact of HSF Logistics Groupacquired in September 2021. The adjusted revenue increase
was mainly driven by improved cost coverage as volumes
were below last year for most activities.
EBITDA before special items increased 86% to DKK 523m
due mainly to the full-year impact of the acquisition of HSF
Logistics Group.

Business unit key figures
Dry Goods, DKK m

2022

2021

∆

∆%

Revenue

6,283

4,922

1,361

27.7%

EBITDA before special items

542

312

230

73.7%

EBIT before special items

257

125

132

105.6%

Invested capital, average

1,678

1,009

669

66.3%

ROIC before special items, %

12.1

9.8

2.3

n.a.

Cold Chain, DKK m

2022

2021

∆

∆%

Revenue

5,283

2,636

2,647

100.4%EBITDA before special items

523

281

242

86.1%

EBIT before special items

223

145

78

53.8%

Invested capital, average

3,119

1,512

1,607

106.3%

5.6

7.7

-2.1

n.a.

ROIC before special items, %The average invested capital was doubled to DKK 3.3bn in
2022 likewise due to the full-year impact of the acquisitionof HSF Logistics Group.
ROIC decreased to 5.6% from 7.7% in 2021 following theincrease in invested capital.

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DFDS
AnnualReport2022
DFDS
AnnualReport2022

Logistics Division
Management
ReviewBusiness unit heads

DRY GOODSCOLD CHAIN

Niklas Andersson

Martin Gade Gregersen

Share of Logistics Division’s revenue, 2022

54%

46%

Forwarding

Door-door transport of full- & part-load trailers and full-load containers.
Key transport corridors:

Door-door transport of full- & part load-trailers. Key transport corridors:• Scandinavia <-> UK/Ireland• Scandinavia <-> Baltics/Eastern Europe• Scandinavia <-> Continent (mainly Belgium/France)• Continent (mainly Netherlands, Belgium, Germany, Czech) <-> UK/Ireland• Northern Ireland <-> UK• Scandinavia <-> Continent (mainly southern Europe, Poland, Benelux, France, and Germany)• Scandinavia <-> UK/Ireland• Continent <-> UK/Ireland• Domestic Scandinavia, Germany, Benelux, and UK
Sales offices across northern Europe, see map for details.

Sales offices across northern Europe, see map for details.
Contract logistics & distribution centres

Contract logistics:

Distribution centres:• Sweden – warehousing, cross docking terminals, and just-in-sequence transports• Benelux – warehousing, cross docking terminals, and just-in-sequence transports• Management contracts in Sweden, Ireland, and Netherlands• Warehousing across northern Europe, see map for details• Netherlands (Nijmegen, Winterswijk)• Germany (Neuenkirchen-Vorden)• Denmark (Horsens, Padborg)• Scotland (Larkhall)• England (Liverpool, Grimsby)
Cross-docking and distribution of meat, seafood, dairy, and other food products requiring
temperature-controlled distribution.

Equipment (owned/leased)• 5,112 trailers• 1,682 containers• 424 trucks• 1,814 reefer trailers• 476 reefer containers• 812 trucks• 170k reusable plastic box pallets, 800k crates

Customer segments• Food producers• Food producers of meat, seafood, vegetables, and fruit• Aquaculture producers• Retailers• Manufacturers, mainly heavy industrial goods (automotive, paper), consumer goods,
and chemicals• Retailers
Primary competitors• Blue Water
• DHL
• DSV
• Green Carrier• LKW Walter• NTEX• NTG• Schenker• Short-sea container carriers• ACS&T Logistics• Blue Water• DSV• Nagel• NTG• STEF• XPO Logistics• Yearsley Food

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DFDS
AnnualReport2022
DFDS
AnnualReport2022

Financial review
Management
Review

Financial review
Return of passengers boosts revenue and
EBITDAROIC again above 8% target
Financial leverage back in target range
Adjusted free cash flow of DKK 0.9bn

Reporting structure
DFDS’ activities are organised in two divisions: The Ferry
Division operates five business units, and the Logistics
Division operates two business units. Non-allocated Group
items consist of corporate costs not allocated to either
division.
Financial results
Revenue
Revenue increased 47% to DKK 26,873m in 2022 following
higher revenue in both divisions.
The Ferry Division’s revenue increased 38% to
DKK 16,831m driven primarily by revenue from the return ofpassengers as travel restrictions related to Covid-19 were
removed and higher revenue from bunker surcharges tocover oil price increases. Freight ferry revenue excluding
surcharges was overall on level with last year as higher
revenue in North Sea and Mediterranean offset lower
revenue in Baltic Sea and Channel. The latter business units
were negatively impacted by the war in Ukraine andincreased competition, respectively.
The Logistics Division’s revenue increased 60% to
DKK 11,423m and by 24% adjusted for acquisitions. The
adjusted revenue growth reflected higher activity, including

new warehousing and customs activities, and improved costcoverage across regions. The latter included surcharges forhigher fuel and electricity prices and the EU Mobility
Package as well as increases to cover higher costs,
particularly for haulage.
EBITDA before special items
Operating profit before depreciation, EBITDA, and special
items increased 45% to DKK 4,955m.

Revenue
DKK

27bn
Invested capital
DKK

Ferry Division’s EBITDA increased 39% to DKK 3,966m
following increased earnings in all business units, except for
Baltic Sea as freight ferry earnings were negatively
impacted by the war in Ukraine. The majority of thedivision’s earnings increase was due to a DKK 955m higher
result for the passenger activities in the Channel, Baltic Sea,and Passenger business units. The remaining increase wasentirely due to the full-year impact of the acquisition of HSF
Logistics Group in September 2021.

28bn

Logistics’ EBITDA increased 80% or DKK 473m to DKK
1,066m. The increase was evenly split between the twobusiness units. Dry Goods’ increase of DKK 230m was driven
mainly by the Nordic and Continent areas from a mix ofimproved cost coverage, organic growth, and operational
improvements, plus a positive impact from two smaller

before special items

ROIC

8.6%
Return on equity

16.4%

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DFDS
AnnualReport2022
DFDS
AnnualReport2022

Financial review
Management
Reviewacquisitions. Cold Chain’s increase of DKK 242m was overall
entirely due to the full-year impact of the acquisition of HSF
Logistics Group in September 2021.
Non-allocated items was DKK -76m compared to DKK -34m
in 2021.
Depreciation, impairment and EBIT
Total depreciation and impairment increased 20% or
DKK 418m to DKK 2,505m. The increase for the Ferry
Division of DKK 133m was related mainly to thedeployment of two ferry new-buildings and port terminal
expansion. The Logistics Division’s increase of DKK 280m
was due primarily to the full-year impact of the acquisitionof HSF Logistics Group, an impact from two smalleracquisitions, and the charter of a container ship.
The Group’s EBIT before special items increased 87% to
DKK 2,457m.
Special items and EBIT
Special items in 2022 was a net income of DKK 25m. Moreinformation on special items is available in Note 2.6 on
page 109.
The Group’s EBIT after special items was DKK 2,482m, anincrease of 84%.
Financing
The net cost of financing increased 23% to DKK 343m
compared to 2021. The net interest cost increased 20% to
DKK 339m following a rise in both the net debt interest rateand higher NIBD. There was a smaller negative variance on
currency adjustments.

Revenue
DKK m

2022

2021

∆

∆%

Ferry Division

16,831

12,216

4,615

37.8

Logistics Division

11,423

7,155

4,268

59.7

Eliminations etc.

-1,382-1,092-290

26.5

DFDS Group

26,873

18,279

8,594

47.0

DKK m

2022

2021

∆%

∆

Ferry Division

3,966

2,852

39.0

1,114

Logistics Division

1,066

593

79.7

473

-76

-35

119.9

-41

DFDS Group

4,955

3,411

45.3

1,544

EBITDA-margin, %

18.4

18.7

n.a.

-0.2

EBITDA before special items

Non-allocated items

Tax and the annual result
The ferry activities of the DFDS Group are covered bytonnage tax schemes in Denmark, Norway, the Netherlands,
Lithuania, France, and Türkiye. The tax on the annual profit
amounted to a total cost of DKK 120m.
The net profit for the year was DKK 2,019m, an increase of
107% compared to 2021.
CapitalAssets and invested capital
Total assets amounted to DKK 34.1bn at the end of theyear, an increase of 11% compared to 2021 due primarily tothe delivery of a ferry new-building, chartering of additional
ships, and three acquisitions.

Net working capital of DKK -98m remained on level at theend of the year with 2021 as a reduction of the Ferry
Division’s working capital was offset by an increase in the
Logistics Division.
At year-end 2022, the invested capital was increased 9% or
DKK 2.2bn to DKK 27.6bn from year-end 2021 following an
increase of DKK 0.9bn in the Ferry Division related mainly tothe new-building and the chartering of ships mentioned
above. The Logistics Division’s invested capital increased
DKK 1.1bn of which DKK 0.2bn was due to the higher net
working capital. Acquisitions added invested capital of DKK
0.6bn of which the majority was due to the acquisition of
Lucey Transport Logistics, including capitalisation of leased
assets, mainly warehouses. Non-allocated invested capitalincreased DKK 0.2bn due to leasing of a new headquarter

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DFDS
AnnualReport2022
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AnnualReport2022

Financial review
Management
Reviewbuilding. Calculated as an average, the invested capitalincreased 14% to DKK 26.5bn in 2022.
49% of the invested capital consisted of owned ferries andother ships, and 10% consisted of owned port terminals,
land and buildings, and cargo carrying equipment. Leased
assets made up 17% of the invested capital. Goodwill andother intangible assets amounted to 23% of the invested
capital. The net working capital was DKK -0.1bn.
The Ferry Division’s invested capital was DKK 21.4bn at
year-end 2022 and the Logistics Division’s invested capital
was DKK 5.3bn.
Debt
At year-end 2022, interest-bearing debt excluding leaseliabilities of DKK 11.0bn was up 3% compared to year-end
2021. At year-end 2022, lease liabilities had increased 25%
to DKK 4.5bn following acquisitions, chartering of additional
ships, and leasing of more assets.
In 2022, bank loans and mortgaged ship loans amounted to
69% of total interest-bearing debt while lease liabilities
amounted to 29%. A corporate bond loan of NOK 1.2bn
expired in 2022 and the share of bond loans decreased to2% from a 9% share in 2021.
Net interest-bearing debt increased 5% to DKK 14.1bn at
year-end 2022. Excluding lease liabilities, the net interestbearing debt decreased 3% to DKK 9.6bn.
Capital structure
The leverage of DFDS’ capital structure is measured as theratio of net interest-bearing debt (NIBD) to operating profit
before depreciation (EBITDA) and special items. Target

leverage is a NIBD/EBITDA-ratio between 2.0 and 3.0. At
year-end 2022, the NIBD/EBITDA-ratio had decreased to 2.8
compared to 3.7 compared at the end of 2021.
DFDS’ Board of Directors regularly assesses the capital
structure in view of both current and expected future
earnings as well as future investment requirements,
including acquisitions.
The capital distribution policy, distribution in 2022, anddistribution proposal for 2023 are reported on page 77.
EquityEquity amounted to DKK 13,135m at year-end 2022,
including non-controlling interests of DKK 114m. This was
an increase of 14% compared to year-end 2021. Total
comprehensive income for 2022 was DKK 2,055m.
Transactions with owners in 2022 amounted to DKK 474m
of which DKK 462m was payment of dividends.

Revenue and invested capital
DKK bn
30
25
20
15
10

5
0

2018

2019

2020

2021

2022

Revenue
Average invested
capital

EBITDA before special items per quarter
DKK m

The equity ratio was 38% at year-end 2022 which was at
the same level as year-end 2021.

2,000
1,500

Impairment test
Based on the impairment tests performed in 2022 of theGroup’s non-current intangible and tangible assets, no
impairments or reversals were recognised. The impairment
tests are described in greater detail in Note 3.1.4 on pages
120-121.

1,000
500

0

Q1
2020

Parent company key figures
The revenue of the parent company, DFDS A/S, was
DKK 11,621m in 2022 and the profit before tax was
DKK 1,608m. Total assets at year-end amounted to
DKK 21,702m and the equity was DKK 10,649m.

2021
2022

Q2

Q3

Q4

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DFDS
AnnualReport2022
DFDS
AnnualReport2022

Financial review
Management
Review

Return on invested capital (ROIC) 2022
Averageinvested

ROIC before

capital, DKK special items,%

26,523

8.6

Divisions & business units

1.5

1.0

6,281

15.9

Mediterranean

9,324

6.7

Channel

2,159

9.6

Baltic Sea

2,261

10.7

Passenger

801

-9.1

Non-allocated

105

23.5

Logistics Division

4,797

7.9

Dry Goods

1,678

12.1

Cold Chain

3,119

5.6

795

n.a.

0.5

0.0

-0.5
2022

North Sea

2021

9.9

2020

20,931

2019

Ferry Division

Group Non-allocated items

DKK bn2018

DFDS Groupm

Adjusted free cash flow, FCFE

Capital structure%-share of invested capital
100%

DFDS’ return target is a minimum ROIC of 8% before special
items and after tax. The target rate is used as a thresholdrate for investments, including acquisitions.

75%
50%

25%

Equity and deferred tax
Net interest-bearing debt

2022

2021

2020

0%
2019

In 2022, the ROIC exceeded 8% in four of seven business
units with returns ranging from 10% to 16%. Returns were
below 8% for the Mediterranean, Passenger, and Cold Chain
business units. Mediterranean’s ROIC increased to 7% in
2022 and to 12% excluding intangibles related to theacquisition of UN RoRo. The Passenger business unit’s ROIC
improved through 2022 as passengers returned and is
expected to continue to recover in 2023. Cold Chain’s ROIC
is lowered by goodwill from the acquisition of HSF Logistics
Group. The ROIC of 6% in 2022, and 13% excluding

2018

ROIC
Return on invested capital and return ambitions
The Group’s ROIC before special items was 8.6% in 2022
compared to 5.2% in 2021. The ROIC was raised in 2022 by
the return of passengers and higher freight earnings for mostferry and logistics activities.

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DFDS
AnnualReport2022
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AnnualReport2022

Financial review
Management
Review

intangibles related to the acquisition of HSF, is expected to
improve in 2023.
Cash flow and use of funds
Cash flow
The cash flow from operating activities increased 40% to
DKK 4,480m compared to 2021 driven mainly by the
improved operating profit. Net investments totalled anegative cash flow of DKK 2,989m, including acquisitions of
DKK 282m, resulting in a free cash flow of DKK 1,491m.
The cash flow from financing activities was negative by
DKK 1,203m, including a net loan inflow of DKK 272m,
payment of lease liabilities of DKK 963m and payment ofdividend of DKK 461m. The net increase in cash was
DKK 288m and at year-end cash funds amounted to
DKK 1,189m.
The adjusted free cash flow (FCFE) was DKK 881m
compared to DKK 1,051m in 2021.
Investments
Net investments in 2022 amounted to DKK 2,707m of which
DKK 1,838m was operating investments for maintenance offerry and logistics assets. This included expansion
investments in for example extension of port terminal areas
and additional cargo carrying equipment. Net investments inferry new-buildings and purchase/sale of ferries amounted
to DKK 871m, of which DKK 580m was for new-buildings.

Bunker and financial risks
Bunker risk
The cost of bunker for ferries was DKK 4.1bn in 2022.
Around 93% of the bunker consumption is commerciallyhedged through bunker clauses (BAF: bunker adjustment
factor) in freight customer contracts. Hedging of USD isincluded in the BAF. The BAF-coverage lags the actual costby 1-2 months as the surcharge is adjusted on a monthly
basis through the year. The remaining consumption is usedon passenger routes. In 2023, the ferry fleet’s bunker
consumption is expected to amount to around 825k tons.
Financial risks
DFDS is exposed to a range of financial risks related
primarily to changes in exchange rates and interest rates.
DFDS is also exposed to liquidity risks in terms of payments
and counterparty risk. These risks are reported in Note 4.1
on pages 128-131.

Invested capital
DKK bn, year-end(DKK bn)
30
28
26
24
22
20
18
16
14
12
10
8
6
4
2
0
-2

2021

2022

Net working capital

Goodwill

Other intangible assets

Other assets

Leased assets

Cargo carrying equipment

Terminals, land and buildings

Ferries and other ships

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Changing
travel patterns
As far fewer overseas ferry passengers are coming to Europe, newsales and marketing strategies
seek to expand and stabilise thecustomer base.

See the full story and follow Richard andcolleagues as they adapt sales strategies toreplace the missing overseas passengers

What do you do when you no longer can expect
to welcome 150,000 Asian and other overseas passengers on your ferry route? This is
the challenge Richard Stone and his teamare seeking to overcome on Oslo-Frederikshavn-Copenhagen as Covid-19 and risinggeopolitical risks have upended travel markets.

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4% reduction on CO2 per GT mile in theroute network
Ratio of female managers increased from 14%
to 16%
Share of non-Danish AGM elected members of
the Board of Directors increased to 33%

Development in CO2e
Absolute emissions scope 1+2 (1,000 tonnes CO2e)
CO2e efficiency (kg CO2e/DKK)

Environmental performance
Our total CO2e emissions amounted to 3,903,000 tonnes in2022. This is an increase of 13% compared to 2021. The
increase is due to growth in business activities and the
addition of emissions from the HSF Logistics Group.
Alongside the increase in total emissions we see the CO2
efficiency improve on both vessels and the land-based
operation. In 2022 our CO2 intensity measured as the ratio
between emitted CO2e and revenue is showing a significant
decline of more than 30% compared to 2021. Part of this isrelated to the BAF (Bunker adjustment factor) being
included in revenue numbers, but the efforts towards
continued CO2 reductions and general energy efficiency arealso driving this measure.
CO2e emissions (Scope 1) amounted to 2,697,000 tonnes in
2022 which is an increase of 6% from last year. With theactions taken as part of our Climate Action Plan, see page29, the CO2 efficiency on ferries has improved with 4%compared to 2021. The ongoing reduction of emissions is a
result of the continuous improvement of the fleet’s fuelefficiency through operational end technical solutions, data
driven decision making, as well as route optimization interms of both schedules and eliminated sailings.

3,000

0.16000.14002,500
0.12002,000
0.10000.08001,500

0.06001,000
0.0400500
0.0200

-

2018

2019

2020
Scope 1+22021
CO2 intensity

2022

0.0000

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The achieved and targeted emission reductions are alignedwith the Climate Action Plan’s target of a 45% reduction in
CO2 per GT mile in 2030 from a 2008-baseline.
Indirect CO2e missions (Scope 2 – location based) amounted
to 7.9 tonnes in 2022. This is an increase of 14% compared
to 2021 driven by increased business from particular theacquired HSF Group as well as increased electrification of
the land-based operation. We have increased the focus on
the generation of renewable energy by installing solar
panels on warehouses and terminals. In 2022, we produced
1.5 mkWh, and the target is to produce 10 mkWh by 2030.
We are currently on track to reach 6m kWh per year by2025, with 14 ongoing or planned installations.
We have a strong focus on optimising general energy
consumption across our operation. But the share of green
electricity is also an area with increasing importance. This isaddressed on two dimensions: own production of renewableenergy and purchasing of certificates for green electricity . In
2022 24,7% of the total electricity consumption was either
produced at own solar panel facilities (3,4%) or backed bygreen certificates (21,3%). This is expected to increase in
2023 as our efforts towards energy production and ourgreen electricity strategy will continue to be implemented
across the group.
Value chain CO2 emissions (Scope 3) amounted to 1,203,000
tonnes CO2e (2021: 909,000 tonnes CO2e). The increase
relates to inclusion of HSF Group data in the numbers for2022. Scope 3 emissions primarily relate to upstream
production of fuel used in our operations which account for
51% of total scope 3 emissions. Another 38% are related tothird party suppliers within transport – both on water, road,and rail.

Energy transition on land-based operations
We continue to increase the ratio of renewables by moving
towards electrification across our land-based operations
including e-trucks, reach stackers, cranes, and cars.
Electrification and focus on energy efficiency and reductionin our land based operation has resulted in a reduction of
10% in the energy consumption per land based FTE
compared to 2021. The focus on energy consumption willcontinue. An examples is the decision that from 2026, allnewly acquired company cars will be EV or hybrid. Petroland diesel cars will be phased out by the end of 2029.

CO2 efficiency
CO2 emissions per GT mile
15.0
14.5
14.0

13.5
13.0
12.5

Waste & water
We continuously assess our general resource consumption –and water consumption and waste generation are becoming
more material to the business as we continue to grow ourlogistics business. Our employees can help make adifference, and we nudge them to make informed decisions
on water use and waste disposal through clear local
guidelines. A group- analysis indicates that 74% of all
waste is being recycled. The recycling ratio for water issignificantly lower at 11% and indicates that water is not a
scarce resource in the locations where we are operating. We
will continue to increase the data coverage related to bothwater and waste and plan to establish targets for water use
and waste disposal for all locations.
Biodiversity
We are keeping a close eye on biodiversity and the topics
that are potentially material for DFDS. However, DFDS is
not directly involved in areas that are critical in terms of
biodiversity and ecosystems.
We support research projects where our assets andknowledge can make a difference such as marine scientists

12.0
11.5

2018

2019

2020

Own fleet

2021

2022

Route network

Scope 3 CO2 emissions
Split on material categories

1%1%

Fuel- and engergy-related
activities

8%

Upstream transportation andDistribution
52%

Purchased goods and services

38%
Capital goods
Waste generated in operations

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collecting data on marine life and animal observation. We
also focus on noise reduction from our vessels by reducing
speed. We are committed to only source second generation
biofuel to ensure that the feed stock is certified and causes
no damage to biodiversity or compete with food for animals
and people. Lastly, we drive awareness and encourage all
locations to focus on biodiversity in their immediatesurroundings whenever they have the opportunity.
Social performance
A caring employer supports growth and wellbeing
DFDS is transforming into a diverse and carbon neutralcompany. We believe that putting people first is a way to
attract and retain the diverse workforce we need tosuccessfully transform our company and industry. We needpeople with different perspectives and experiences for thecompany to develop sustainably. We prioritize building astrong internal culture where people know that they arevalued for who they are and the competencies andexperiences they bring with them.
Diversity, Equity & Inclusion
The female ratio for all employees was unchanged at 24%
at the end of 2022 (2021: 24%), while the share of female
managers increased to 16% (2021: 14%), which is also thelevel for senior management (2021: 16%). In the Board of
Directors the share is women is 33% and within the
Executive Board and the rest of the Executive Management
Team the female ratio is 29%.
Our original target was to have 30% minority representation
amongst all staff in 2023. However, this is no longer
realistic, and the timeframe has therefore been extended to2028. It has proven to be difficult as we see the results ofintegrating companies with a lower female ratio into DFDS.

Minority representation
Female ratio on organisational levels in 2022 (%)
50

43

40
30

33
24

20

12

16

16

Managers

Senior management

100

Total workforce

OfficeNon-office2022

We managed to maintain the existing ratio in 2022 with theaddition of around 1,800 new colleagues from HSF Logistics
Group. In 2023, the full-year impact of the acquisition of
Lucey Transport in 2022 and the expected acquisition of
McBurney Transport Group in 2023 will most likely keep theincrease in female ratio at a moderate level.
On gender representation our main focus is to increase theratio of female managers – both in office- and non-officebased positions. In 2022, we have continued communication
and reporting on gender diversity, just as we have updated
our DE&I toolbox to ease the access. We have put particularemphasis on harassment and bullying through training ofboth staff and managers across land and sea with theBoard of Directors

Targetpurpose to improve their ability and confidence in handlingdifficult situations. We have also initiated a pilot mentoring
program, which has been turned into an annual recurring
program.
In 2023, we will continue to roll-out training programs andpush for higher awareness through data and communication.
The annual engagement survey was sent out to around13,000 employees in November 2022. The response rateincreased to 69% (2021: 59%), driven by improved
communication and increased manager focus. The
aggregated engagement score is 7.7 (on a scale from 1-10)
and is an increase of 0.3 compared to last year and is now

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0.4 above the external benchmark. The highest scores wereachieved in the areas: Goal setting, Meaningful work, andPeer relationships. The lowest scores were related to:
Reward, Strategy, and Growth, despite improvements in allareas in 2022.
In 2023, we will follow up on the engagement survey byfocusing on manager responsibility and communication ofstrategy and goals. We will use differentiatedquestionnaires to office and non-office personnel,
respectively to better match the needs and circumstances of
the two different groups of employees.
DFDS has employees in more than 20 countries and the
Executive Management Team (EMT) is continually being
updated on general employment conditions and budgets forbasic salary increases. The targeted remuneration is basedon the role, individual experience, skills, and sustained
performance level. The remuneration level and relative
weight of the remuneration components reflect market
practice for the roles and the fit to business needs andpriorities. Remuneration is reviewed annually, respecting
local agreements and legislation and follow the same
principles as applied for the EMT
In 2022, a specific area of focus has been the rising inflation
rates and increases in the cost of living. To support theemployees most affected, DFDS has awarded targeted oneoff payments, and made use of local tax schemes, e.g.,granting tax-exempt food and fuel stamps.
Health & Safety performance
Operating a business where more than 60% of ouremployees work in high-risk environments requires us to

the Pendik Terminal in Istanbul. The incident was thoroughly
analysed and investigated, including a review of traffic andhandling operations within the terminal. Psychological andfinancial support were provided for the family. To avoid reoccurrence, we have invested in camera based pedestrian
detection equipment for all heavy machinery on initially 3 ofour own terminals. The remaining five owned terminals will
be added in 2023.

continuously assess and improve our overall health & safety
performance.
LTIF increased to 7.86 in 2022 primarily due to the inclusionof former HSF sites in the numbers for 2022 (2021: 7.44).
We are in the process of rolling out DFDS’ Safety-First
culture on all former HFS locations. In DFDS’ legacy
business, especially the cold chain trucking entities haveexperienced a high number of incidents in 2022. A safe
operation of our trucking operations will be a particularfocus area in 2023.

To further strengthen our safety culture, we in will 2023
implement a dedicated Health & Safety system for all landbased employees enabling easy reporting of near-misses
and safety breaches to improve prevention activities

Colleagues and management were deeply saddened by thedemise of a dock worker in October following an accident in

Health & Safety
Lost time injury frequency (incidents/mio. Hours)
10
8
6
4
2
0

2018

2019

2020
Land

2021
Sea

2022

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through learning and knowledge sharing from these nearmiss and safety breaches.
Governance performance
Governance performance primarily relates to progress andactions with respect to Responsible Procurement, Data andBusiness ethics, and Board diversity.
Responsible procurement
We have used the Ecovadis framework to select KPIs andset preliminary targets for our responsible procurement
program – covering contracts (>50,000 EUR) handled byGroup Procurement.
In 2022, we have achieved the following results:••••

We have risk assessed 86% of all suppliers (Target>80%)
We have assessed 361 suppliers from an ESG
perspective (Target >300)
We have assessed 31% of spend from an ESG
perspective (Target >35%)
We have assessed 40% of spend from an ESG
perspective on large suppliers above DKK 10m (Target>50%)

Data & Business Ethics
In 2021, we launched our new Data Ethics policy. In 2022,
we have focused on making the policy operational.
The first step was to conduct risk and security analyses ondata usage across business units and locations.
The second step was to provide data privacy and cybersecurity trainings to all employees to ensure a high levelof data security and integrity through a group-wide

information security training program. In 2022, 1,270
employees were trained in “Cybersecurity and Online Habits”
and 314 employees are in progress. The training willcontinue in 2023 and the ambition is to have all land-based
employees trained on the topic.

In 2022, 33 cases have been reported under the whistleblower scheme, of which most concerns were related to
Employee relations (21%) and Violation of company policy(21%). All cases are being investigated by local HR and/or
local management teams to ensure detailed follow-up.

Additionally, data ethics and awareness discussions were
held with relevant internal stakeholders and subject
matter experts on emerging new regulation, including theSchrems II-judgment and NIS2.

Board performance
The strategic focus areas on both sustainability anddiversity is mirrored in the Board of Directors. Diversity inthe board is measured in terms of gender and nationality
and on both parameters the target of 30% minority
representation is met.

In 2023, further data protection improvements will be
implemented based on risk and security analyses. We will
also continue the roll out of the data privacy and cybersecurity training and establish a data ethics community andinitiate reporting on progress.
In 2023 we will continue our e-learning program oncompetition law, bribery, corruption and sanctions. The
training is aiming towards making our employees better
prepared to spot and avoid accidentally becoming involved
in illegal practices.
Whistleblower reports
Since initiation of tracking, the number of whistle-blower
cases have increased each year. This is a naturaldevelopment as the number of employees is growing andbecause we continue to communicate and emphasise theimportance of our different reporting channels for identified
breaches to our Code of Conduct and unwanted harassment
and behaviour. We ensure that information on how to reportbreaches are available on in relevant policies and on
DFDS.com.

At the end of 2022, the female gender ratio was 33% (2021:
33%) while the share on non-Danish directors increased to
33% qua the election of Minna Aila to the Board (2021:
16%).
Five out of six AGM elected directors (83%) are independent
which is unchanged from last year. The Board of Directors’commitment and dedication to their task is illustrated by acontinued attendance at board meetings of 100% in 2022.

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65

Governance practices

68

Risks and risk management

74

Shareholders

78

Board of Directors

80

Executive Management Team81

Remuneration report summary

Corporate
governance

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Governance practices
DFDS is compliant with all Danish corporate
governance recommendations
Five of the six shareholder-elected directors
are independent and two are female

Board of Directors
The Board of Directors is made up of six directors appointed
by the annual general meeting (AGM) of shareholders,elected for a period of one year, as well as three directors
appointed by employees, elected for a period of four years.
Five of the six directors appointed by shareholders at themost recent ordinary meeting are deemed independentaccording to the Danish recommendations on good
corporate governance. Two of the six AGM appointed
directors are women.
The Board of Directors work in accordance with thecompany’s articles of association, the rules of procedure of
the Board of Directors as well as an established annual
cycle of focus areas to ensure that all major governanceaspects are reviewed at least once annually. The Board
oversees the general risk management policy of DFDS,
assessing the major risks facing DFDS, financial such as
macroeconomy and bunker prices as well as non-financial
such as technology and climate. The Board of Directors also
holds strategy review sessions focusing on progress andachievements as well as setting strategic priorities for thebusiness including climate and diversity.

The corporate governancepolicies listed below are allavailable on this web page:https://www.dfds.com/en/ab
out/governance-andpolicies

In 2022 a sanctions policy governing the group-wide
sanctions compliance activities was established, including
programs to raise awareness. The Board as part of its
strategy review considered the DFDS climate strategy as
well as the climate plans for each of its Ferry and Logistics
divisions including in relation to the use of increasingly
emission-friendly propulsion technologies.
The Chair of the Board of Directors undertakes an annual
review of the performance of the Board of Directors withthird party assistance. The composition of the Board of
Directors aims to ensure that competencies that are key tothe company’s performance are represented. Nine board
meetings were held in 2022, all with full attendance except
one director being absent in one meeting.
Board committees
The Board of Directors has established an audit committee,
a nomination committee, and a remuneration committee.
Each committee has three members.
Audit Committee
The purpose of the Committee is to assist the Board of
Directors in fulfilling its responsibilities relating to theoversight of the quality and integrity of DFDS’ accounting,auditing and financial reporting, ESG reporting, tax policy,

More information on DFDS’
corporate governanceStatutory report on
corporate governance
DFDS’ statutes
Materials from DFDS’ mostrecent AGM
Remuneration policy
Diversity policy

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data ethics, the qualifications, independence, andperformance of the appointed Statutory Auditor, as well ascompliance with rules on non-audit services provided by the
Statutory Auditors.
The Committee consists of Anders Götzsche (Chair), Dirk
Reich, and Jill Lauritzen Melby. Anders Götzsche and Dirk
Reich are deemed independent. Anders Götzsche has special
competences in international management, board
experience and expertise in finance and accounting as wellas M&A. Dirk Reich has special competences in international
management, board experience and expertise ininternational logistics activities. Jill Lauritzen Melby has
special competences in financial controlling.
A total of five meetings were held during 2022, all with fullparticipation. The main topics dealt with, apart fromrecurring items, were monitoring of the migration to the new
ERP system and a deep-dive into the finance organisation in
BU Mediterranean.
Remuneration Committee
The purpose of the Committee is to assist the Board of
Directors in fulfilling its responsibilities relating to theestablishment, monitoring, and adjustment of the
remuneration policy including incentive schemes. Further,
the purpose of the Committee is to ensure that theexecutive remuneration of DFDS at all times complies withthe remuneration policy as well as regulatory and corporate
governance requirements.
The Committee consists of Claus V. Hemmingsen (Chair),
Klaus Nyborg, and Minna Aila. All members are deemed
independent. Claus V. Hemmingsen has special competences
in international management and expertise in offshore

activities and shipping. Klaus Nyborg has special
competences in international management and board
experience from i.a. listed shipping companies and suppliersto the shipping industry and expertise in strategy, M&A, andrisk management. Minna Aila has special competences ininternational management, as well as expertise insustainability, public affairs, branding and communication.
The Committee held three meetings in 2022 with fullparticipation, focusing on the following topics:

The Committee consists of Claus V. Hemmingsen (Chair),
Klaus Nyborg, and Minna Aila. All members are deemed
independent. Claus V. Hemmingsen has special competences
in international management and expertise in offshore
activities and shipping. Klaus Nyborg has special
competences in international management and board
experience from i.a. listed shipping companies and suppliersto the shipping industry and expertise in strategy, M&A, andrisk management. Minna Aila has special competences ininternational management, as well as expertise insustainability, public affairs, branding and communication.

•

Preparation of the 2021 Remuneration Report•

Recommendation of Executive Board remuneration and
Board fees, including amendment of the peer group used
for benchmarking of executive remuneration

The Committee held two formal meetings during 2022 withfull participation, focusing on succession planning within the
management bodies as well as evaluation of the Board’s
work and performance.

•

Discussions of workforce matters, such as gender pay
gaps and employee turnoverMore information on the three committees are available
here link•

Discussions on the future design of incentive plans,
including how these can continue to support DFDS’
sustainability priorities•

Review of the Annual Wheel of the Committee.

Board evaluation
Annually, the Board of Directors conducts an evaluation of
its composition considering the competencies needed toperform its tasks, and of the cooperation between the Boardof Directors and the Executive Board.

Nomination Committee
The purpose of the Committee is to assist the Board of
Directors in fulfilling its responsibilities relating to theoversight of the competences required of the Board of
Directors and the Executive Board and the organizational
structure of management bodies. Further, the Committee
assists in recruiting for the management bodies.

In 2022, the evaluation was facilitated by an external
consulting firm by way of a written questionnaire directed to
the Directors of the Board and the Executive Board. The
evaluation included, among other things, the Board of
Directors’ and the committees’ effectiveness and value
contribution, board composition and dynamics, the Chair’srole, strategy development and implementation,
stakeholder relations, risk awareness, cooperation with the
Executive Board and on- and off boarding.

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ESG Framework & governanceOur work with environmental, social, and governmental
topics is part of a structured ESG Framework which is
integrated into our business strategies and operations. The
ESG Framework is a tool to set ambitions, drive change, andtrack progress and impact. It makes people andenvironmental advocacy a priority and is an instrument todrive sustainable societal development.
ESG Governance in DFDS is anchored in the Board of
Directors and the Executive Management Team (EMT). The
Board approves the sustainability strategy and is actively
involved in setting long-term targets. The Board is updated
on strategic ESG topics and progress at least twice a year.
The EMT ensures executive ownership of the ESG agenda
and is actively involved in selecting sustainability priorities
and driving implementation of related action plans. Each
Executive Management Team member is responsible for
specific areas within the ESG framework and to set concretegoals and establish follow-up structures ESG related metrics
are part of management incentive programmes.
A cross-functional Climate Action Plan Team (CAP Team)has been appointed with the objective and mandate tocontinuously work on new innovative solutions to move
DFDS into a more sustainable future. The CAP Team collects
relevant information both from within and outside theorganisation to stay on top of climate-related developmentsthat can affect the organisation. All matters of highsignificance are communicated to the Executive
Management Team (EMT) and relevant risk committees, andappropriate responses are set in motion.

ESG disclosure & collaboration
We support and report in line with recognised ESG disclosure
frameworks to be transparent about our impact on society,customers, and the environment.
The applied frameworks include TCFD, UN Global Compact,
CDP, SASB, EcoVadis, UN Guiding Principles on Business &Human Rights and the EU Taxonomy. We welcomealignment on ESG data frameworks and will incorporate
upcoming requirements related to EU’s Corporate Social
Responsibility Directive (CSRD) and European Sustainability
Reporting Standards (ESRS) in due course.

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Review

Risk and risk management
Geopolitical events changed the risklandscape in 2022
Key short-term risk is a possible recession
in 2023
Climate risk remains the most significant
long-term risk
The Board of Directors regularly reviews andassesses risks and opportunities

During 2022, the overall risk landscape changed
significantly with the outbreak of war in Ukraine that in turnstoked latent global geopolitical tensions. In addition, thewar triggered oil price increases that fuelled already rising
inflation. Taking increasing interest rates in consideration, arecession in 2023 is a potential risk.
In the short term, managing geopolitical risk and theelevated financial uncertainty have moved to the top of ourrisk agenda.
Climate risk remains longer term the most important risk as
more severe weather and natural disasters attributable toclimate change have considerable potential to impact ourtransport network. Our Climate Action Plan sets short-term
as well as a long-term target to become climate neutral by
2050. The execution risk of the Plan is first and foremost
linked to the green transformation of our ferry operations.
Volume impacts – for freight and passengers – are the mostdirect way events, and their associated risks, feed throughto our transport network. In 2022, the war in Ukraine
reduced freight volumes in our Baltic Sea network as well asother parts of the network, while only a small percentage ofoverseas passengers have returned due to a combination of
Covid-19 and geopolitical tensions.

A key business risk is therefore to which extent the capacity
contracted and deployed in our transport network at any
given time matches market volumes. As we own most of ourferries and route locations are fixed, the flexibility to adapt
operations to decreasing volumes is lowest for the ferry
network. The flexibility to adapt logistics activities is greater
as they typically deploy a share of leased assets whichmeans transport capacity, for example trailers or trucks, canbe redelivered with shorter notice.
Our transport network mainly moves goods between
European regions, for example between the UK andScandinavia or between Türkiye and Europe. We are thus
exposed to regional events impacting volumes. This includes
global and regional geopolitical events as well as sector
specific events such as competitor actions or supply chain
bottlenecks.
Operating risks related to transport operations at sea and on
land are well documented and governed by extensive safety
and security regulations. This does not diminish theirimportance as the heavy transport equipment used in our
network can result in severe or fatal accidents. In addition, acore part of our risk management is our responsibility for thesafety of passengers on board our ferries.

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Social and governance risks are growing in importance as
expectations of how we treat each other evolve andcompliance requirements grow.
Introduction to risk management
Risk management is integral to DFDS’ strategy and to theachievement of DFDS’ long-term goals and strategic
ambitions. The success of DFDS depends on our ability toidentify and exploit the different opportunities generated byour business and the markets we operate in, while at thesame time ensuring that risks are accurately identified andmanaged.
Risk in DFDS is defined as the potential occurrence of
external or internal events (or series of events) that may
negatively impact our ability to achieve the company’s
objectives or financial goals. The DFDS risk management
policies form the principles, processes, key responsibilities,
and reporting requirements within DFDS.
Risk management governance structure
The Board of Directors is responsible for the risk
management strategy and the overall risk management
framework and policies. The Board, advised by the Audit
Committee as appropriate, manages risks and reviews theeffectiveness of the risk management and internal control
systems.
DFDS’ Executive Management Team (EMT) is responsible forthe day-to-day risk management processes and for thecontinuous development of risk management activities.
Risk management process
The overall risk management process consists of three
independent, but complimentary sub-processes. Operationalrisk management consisting of weekly EMT meetings where
day-to-day risks and operational matters are reviewed andresolved, secondly strategic risk management based onquarterly meetings in the Executive Risk Committee (ERC) comprising EMT and DFDS’ General Counsel - where strategicrisks and mitigating action plans are reviewed, and thirdly
risk management strategy, framework and process, which
consists of bi-annual meetings in the Audit Committee andan annual Board of Directors meeting where strategic risks,climate risks, mitigating action plans, and the overall ERM(Enterprise Risk Management) framework are discussed.
The strategic part of the risk management process is aquarterly process consisting of separate, but interdependent
sub-processes, as illustrated in the figure on the following
page.
DFDS’ key 2022 short-term (<36 months) risk analysis
The key risks to achieving DFDS’ strategic ambitions, theassessment of each of the key prioritized 2022 risks, and thedeployed mitigation strategies are described in the following
section:
DFDS’ top seven risks identified during 2022 are illustrated
on the horizontal axes. Each risk category is further
described on the following pages. The top risks to achieving
DFDS’ strategic ambitions identified during 2022 are shownin the figure to the right.
The figure on the next page combines the one-year financial
impact with the likelihood of risks occurring over a period of
three years. The risks are detailed along with mitigation
strategies and risk assessments on pages 73-74.

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DFDS Enterprise Risk Management

Top seven risks

Operational Framework
1. Risk Identification

Determination of the risk types
to be included in the process (e.g.,
operational, legal, reputational etc.)
Identification of resources respon­Ris k m osible for the process in each areangthrough interviews to ensure 		Ris kconsistency•

4. Risk Monitoring••

Identification of appropriate responses
to risks•

Annualfinancial
impactIT

Technology

m itig a ti o n

Low

impact5. Risk Reporting

Management actions should be specific•and recommendations, status of

Action plans with assigned owners

management action

by a risk committee•

Low

MediumRisk reporting highlighting key risks

to reducing likelihood and/or impact
should be developed and monitored

Employees

identified risks

Risk responses should be based on

ClimateComplianceContinuously monitoring of key

assessment of loss frequency and•Geopolitics / Macroeconomy

Identification of the top risks to DFDS

3. Risk Mitigation

•

High

ori

Coordination of risk assessments

sk

nit

2. Risk Assessment•

DFDS
Enterprise Risk
Management
Framework
Ri

•

n
tio
ca

•

Risk
ide
nt
ifi

g
rtin
po
e
r

Mediumbusiness objectives

e ss m e n t

Identification of risks against key

a ss

•

Ris
k

072

Reporting of early indicators andemerging risks

Likelihood of risk occuring
All positions are residual risks after current mitigation

High

073
64

DFDS Annual Report 2022
DFDS Annual Report 2022

Management Review
Risk and risk management

Key risks
1. Geopolitics Political instability

2. Macroeconomy Economic growth

3. IT Systems breakdown, cyberattacks
and security breaches

4. Environmental Climate change

Risk description: Geopolitical events leading to changes in the volume

Risk description: Recession is a potential risk in 2023 as inflation is at

Risk description: IT systems and platforms are an essential part of

Risk description: Challenges related to climate changes are risingandof traded goods and passengers, may cause major fluctuations in DFDS’

a 40-year high and interest rates have increased substantially.

daily operations, increasing our dependency on a stable and secure IT

focus on emission reductions is increasing.

environment. Consequently, disruptions to the most critical systems

Failure to live up to climate requirements from stakeholders could

The development in the European economy could lead to changes in

can have significant negative impacts on commercial operations andimpact both DFDS’ licence to operate in certain markets and ourthe volume of goods traded and passengers, which in turn may cause

earnings.

reputation, which could impact our financial performance in the form

significant fluctuations in DFDS’ revenue and earnings.

Egress of data e.g., loss of data, cyber incidents causing shut down ofof lost business or fines from regulators. The introduction of ETS

critical systems, or information security (risk related to the handling(Emission Trading System) in the EU in 2024 entail risks related to therevenue and earnings. The war in Ukraine, political instability in certain
areas could impact the development of the European economy.
Shortage of important metals, oil, gas, and other raw materials cause
supply chain challenges, bottlenecks, and price increases etc. which
could lead to decreased activity and investments, and increased

Additional shocks to the European economy and/or lower GDP growthof data for passengers and freight customers) poses a risk to DFDS

pass-through of costs and changes in freight volumes between

unemployment, all which in turn would impact transported volumes.

across Europe, causing decreased activity levels, lower investments,and should be avoided. Failure to do so would not only severely affecttransport modes.

and increased unemployment could all negatively impact the demand

daily operations but could also impose significant fines and loss offor transportation.

reputation.

Mitigation strategies: Monitoring the development in the global

Mitigation strategies: The scale of IT risks is reduced by increasing

and passengers. We are committed to reducing our environmental

economic situation and key markets, export/import restrictions andinvestments in cyber security measures, constant monitoring offootprint and we put sustainability first and invest in innovative

specific country events is key for DFDS’ preparedness and handling ofsystems, installation of back-up systems and having provenservices and technologies. A key pillar in DFDS’ strategy is to improve

potential impacts.

procedures in place to restore functionality of systems.

our climate footprint and to be an active collaborator in the transition

We continuously update our standard systems, test recovery

from fossil to green fuels. This is enforced through the DFDS Climate

We have a constant focus on cash requirement needs and availability

processes, and prioritize detection and prevention of malware. We use

Action Plan. DFDS’ Sustainable Fleet Project is working on projectsof funding in order to secure our ability to meet future financial

multi factor authentication and segmented networks, and we havethat will assist in this transition. We focus on reducing greenhouseobligations.

awareness and security testing carried out, using internally as well as

gasses (GHG) as well as local air pollution of SO2, NOx, and black

externally resources.

carbon.

and there was a substantial increase in interest rates, which may

Risk assessment: Testing and training on handling the threats of

Risk assessment: The EU/IMO has set regulations on limiting vessel

lead to a recession in 2023. The development of the European

phishing as well as other hacking techniques were increased

operators' emissions, which requires significant investment in DFDS'

economy could result in changes in the volume of goods traded andthroughout 2022 across DFDS.

fleet. Adapting to these regulations could potentially divert

Mitigation strategies: Quick adaption to changing circumstances
Logistics activities in Russia in Q1/Q2 of 2022.
Diversification of DFDS’ country, industry and customer exposure help
to mitigate the exposure to any particular risk. We regularly update
our forecast of business results and cash flows and, if necessary,
rebalance investment priorities.
Risk assessment: In 2022, political instability increased worldwide,with events such as the war in Ukraine and North Korea's testing of
long-range ballistic missiles. Additionally, the increasing conflict
between China and Taiwan raised geopolitical tensions. These factors
have the potential to cause major fluctuations in DFDS' revenue andearnings, as changes in the volume of traded goods and passengers
can impact the company's transport volumes. Furthermore, shortageof important metals, oil, gas, and other raw materials can cause
supply challenges, bottlenecks, and price increases, potentiallyleading to decreased activity and investments, and increased
unemployment.

Mitigation strategies: As a transport and logistics provider, we
contribute to safeguard and develop the infrastructure to move goods

where and when necessary, exemplified with exit and divestment of

Risk assessment: In 2022, inflation reached a 40-year record high,investments away from other business areas. DFDS has a strong

passengers, causing significant fluctuations in DFDS' revenue andearnings. In addition, shocks to the European economy and lower GDP
growth could lead to decreased activity levels, lower investments,
and increased unemployment, all of which may negatively impact thedemand for transportation. Direct cost increases are expected to bepassed on to Logistics customers, and the BAF model that passes on
price increases in bunker oil to customers is also expected to remainrobust.

Re-assessment of DFDS’ capability and processes around Cyberincident response was performed with the purpose of improving andoptimizing where necessary. At a general level the investments incyber security were stepped up in 2022. However, despite continued
high internal focus on securing DFDS’ IT risks, a cyber-attack causing
operational disturbance could still happen.

commitment to reducing its environmental footprint and investing ininnovative services and technologies. This is reflected in thecompany's Climate Action Plan and the Sustainable Fleet Project,which focus on reducing greenhouse gases and local air pollution.
DFDS aim to have the first fossil free vessel deployed in 2025.

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Risk and risk
management
Management
Review

Key risks continued
5. Compliance Reputational damage,claims, and fines

6. Employees Retention, attraction, anddiversity

7. Technology Digitalisation andautomation

Risk description: As a company with broad European reach, DFDS is

Risk description: Talented and engaged people are key to the

Risk description: It is a strategic priority for DFDS to be at the

subject to national and international regulatory requirements. This incontinued success of DFDS. Focus on talent attraction, retention andforefront of digitalization, as new digital business models andparticular applies to regulations relating to tax, customs, VAT, privacy

diversity is essential to maintain both performance and development

platforms are emerging within the transport and logistics industry.

and competition law, which all continue to increase in scope andof the company. A good work environment, strong leadership,

Such platforms primarily seek to digitise the intermediary rolecomplexity, potentially having a material impact on the cost of doing

attention to employee development and opportunities and high focus

between manufacturers and end users that today is managed bybusiness.

on diversity set the base for attracting and retaining people andfreight forwarders and transport service providers.

Non-compliance could result in fines, licence to operate in certain

talents.

DFDS’ current business model could be disrupted by new, evolving

markets, and furthermore carry a long-term impact on our reputation,

Loss of experienced key employees or lack of attracting new talents

technologies for autonomous vehicles, vessels and terminals. Failure

which may negatively impact relationships with our customers andcan potentially have long-term negative consequences for theto adopt to technology-driven industry developments could lead topartners and the public image of DFDS.

operational, strategic, and financial development of the company.

long-term loss of customers and earnings.

Mitigation strategies: DFDS is committed to complying with the laws

Mitigation strategies: Actions have been launched to attract key

Mitigation strategies: The scale of IT risks is reduced by increasing

and regulation in all the countries in which we operate. Group

employees to DFDS in forms of increased employer branding activities.

investments in cyber security measures, constant monitoring offunctions, in close collaboration with local business units, are

Several initiatives ensuring that DFDS is an attractive place to work

systems, installation of back-up systems and having provenmonitoring and reviewing our protocols, assuring we are compliant toare in place in the forms of having a good and safe physicalprocedures in place to restore functionality of systems.

all relevant obligations, and internal training programmes are initiatedenvironment in offices, warehouses, ferries etc. Having a healthy

We continuously update our standard systems, test recovery

for relevant staff. DFDS furthermore has a whistle-blower function for

psychological environment, through mutual respect, diversity, good

processes, and prioritize detection and prevention of malware. We useinternal reporting of non-compliance.

leadership and transparency, as well as user-friendly IT systems,

multi factor authentication and segmented networks, and we have

Our Code of conduct facilitates a focus on general compliance for bothfurther promote DFDS as an attractive employer.

awareness and security testing carried out, using internally as well as

new and current employees in DFDS.

Internal leadership programmes have been implemented to ensure

externally resources.

Risks associated with passenger data are mitigated by internal controls

career advancing opportunities to talented employees.

and adherence to rules and regulations governing information security.

Risk assessment: There are no perceived imminent digital threats
Risk assessment: Hiring and retainment of qualified in our

related to ferry route and logistics operations. In the longer term,

Risk assessment: DFDS has a structured approach to compliance risks

Technology and Information department remained a challenge, with

DFDS’ current business model could be disrupted by new, evolving

with designated people across the organization responsible forshortage of qualified resources being the main cause. Lack of truck

technologies for autonomous vehicles, vessels and terminals, as wellidentifying, prioritizing and managing existing or potential threats

drivers remained a general industry issue throughout Europe,

as artificial intelligence (AI), internet of things (IoT) and automation.

related to legal or policy noncompliance or ethical misconduct. An e-significantly increasing the cost of haulage.

DFDS has in recent years invested in in-house capabilities inlearning program for all relevant staff was rolled out in 2021 andcourses held throughout 2022.
Detailed integration plans including introduction to DFDS’ code of
conduct and other compliance processes were carried out ensuring thattechnologies to, partly counter risks posed by such new technologies
A partial solution to the challenge with shortage of truck drivers was
the establishment of DFDS driver academies in certain countries,
which have proven successful.

and business models, and partly to be able to develop own solutions
based on such technologies and to pursue possible business
opportunities.

that new employees, both new hires and employees from acquisitions,

Increased efforts to adapt DFDS to a commercially more digitised

are familiar with DFDS policies.

business is further enhanced through partnerships with digital players.

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DFDS
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DFDS
AnnualReport2022

Risk and risk
management
Management
Review

Climate-related risks
Climate-related risks are an integral part of DFDS´s overall
governance, strategy and risk management process.

and achieving carbon neutrality in 2050, will requiresignificant investments in carbon neutral trucks and vessels,
and may also initially result in higher fuel costs.

As from 2022, the TCFD Framework has been applied to
identify, assess, and manage climate-related risks.

The short-term focus is on replacing conventional trucks
with electric trucks, and on implementing technical upgradeson existing vessels, including correct coating on vessel hulls
and implementation of advanced decision support systems.
Medium-term, the fleet will undergo major upgrades withmodifications of bulbs and propellers. The plan is based on acareful analysis of how the company operates today, andwhich areas have the greatest potential for improvement.
Long-term, the transition to carbon neutral operations
requires development of new technologies, partnerships, andbusiness models.

All short-term risks (<36 months) are covered by theGroup’s general enterprise risk management process, while
long-term risks are being addressed as part of the Group’s
Climate Action Plan, see page 29.
The Group CSR Team is responsible for carrying out theGroup’s climate-related risk assessment. The risk
assessment is presented to, thoroughly discussed with, andvalidated by the Executive Management Team and theBoard of Directors once a year.
In line with TCFD recommendations, medium and long-termrisks have been assessed by using scientific data from IPCC
2022 to conduct a 2oC or lower-scenario analysis.
The TCFD Framework splits climate-related risks into
physical and transitional Risks.
Transitional Risks
Transitional risks are related to the transition to a lowercarbon economy, including policy, legal, technology, andmarket changes to address mitigation and adaptation
requirements related to climate change.
Transitional risks related to technology will have asignificant financial impact on DFDS over the next many
years. Executing on the ambitious targets laid out in DFDS’
Climate Action Plan, reducing emissions by 45% by 2030

Transitional risks also include risks related to regulation andtaxation of GHG emissions, as well as increasing cost related
to the internal workforce working on compliance.
Additionally, failure to meet expectations in due time could
potentially lead to loss of reputation and trust.
Physical Risks
Physical risks are related to the physical impacts of climatechange and can be event driven (acute) related to increased
severity and frequency of extreme weather events, or
longer-term shifts (chronic) in climate patterns, resulting in
direct damage to assets and indirect impacts from supply
chain disruption.
Three types of chronic and acute physical risks have been
identified as having a potentially disruptive impact on DFDS’
business and financial performance. The risks include severe
storms and extended periods of extreme heat, rising sea
levels and costal floodings, as well as losses in crop

production due to climate change, which may lead to a
reduction in transported volumes. Mitigation strategies havebeen developed for each of these risks to minimize thepotential negative impact on DFDS. This includes dialogue
with port authorities and governments, continuous
monitoring of infrastructure, compliance with safety
standards and applicable laws and regulation, internal
response mechanisms, among others.
DFDS is not operating in geographical areas where climaterelated physical risks are likely to have a high negative
impact, but the company may still be impacted by both
chronic and acute physical risks in future.
Climate-related opportunities
Climate-related risks may also present business
opportunities and positive side effects. As an example,
changed customer needs and patterns might lead to demand
for new transport routes, just as working diligently with
mitigation strategies has the potential to improveorganizational resilience and lead to more robust
infrastructure and an improved safety culture. Being at theforefront of the transition to carbon neutrality delivering on
the increased demand for green transport corridors willcontinue to be a significant competitive advantage.

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DFDS
AnnualReport2022
DFDS
AnnualReport2022

The DFDS shareand shareholders
Management
Review

The DFDS share and shareholders
27% share price decrease in 2022
Dividend of DKK 8.00 per share paidin 2022

Share capital
DFDS has one class of shares. The share capital at the end of2022 was DKK 1,173m comprising 58,631,578 shares, eachwith a nominal value of DKK 20. There were no changes tothe share capital during 2022.
Stock exchange trading
The DFDS share is listed on Nasdaq Copenhagen where
19.2m DFDS shares were traded in 2022 equal to an annual
turnover of DKK 5.0bn compared to DKK 6.8bn in 2021. The
average number of trades per day was 864 compared to1,245 in 2021 and the average daily turnover was DKK 20m
compared to DKK 27m in 2021. The DFDS share is part of
Nasdaq’s Large Cap index.

The total distribution yield of the DFDS share was 3.1% in
2022 following dividend payments totalling DKK 461m.

Shareholder distribution, year-end 2022

Ownership structure, year-end 2022, %Lauritzen Fonden Holding

42.3

Institutional shareholders

40.3

Other registered shareholders

10.6

Treasury shares

2.2

Non-registered shareholders

4.6

Total

Share price development and yield
DFDS’ share price was DKK 256 at year-end 2022, adecrease of 27% compared to year-end 2021. The market
value at the end of 2022 was DKK 14.7bn, excluding
treasury shares. By comparison, the Danish stock market’s
all-share index decreased 6% in 2022.

100.0

With reference to §38 in the Danish Capital Markets Act, Lauritzen
Foundation domiciled in Copenhagen, Denmark, has notified DFDS A/S that it
holds more than 5% of the share capital and voting rights of the company.

No. ofshareholders

% of
share
capital

1-50

10,4480.5

51-50010,4323.2

501-5,000

2,224

4.9

5001-50,000

228

5.9

50,001-

85

80.9

23,41795.4

No. of shares

Total of registered shareholders

Investor relations
Søren Brøndholt Nielsen,
VP, IR & Corporate Brand
T +45 3342 3359
udsbn@dfds.com
Shareholder’s secretariat
shareholder@dfds.com

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The DFDS shareand shareholders
Management
Review

Share related key figures

2022

2021

2020

2019

2018

Price at year-end

256

349

275

325

262

Price, high

356

400

325

332

421

Share price, DKKPrice, low

194

262

134

215

239

14,68020,03815,772

18,593

14,990No. of shares year-end, m

58.6

58.6

58.6

58.6

58.6

No. of circulating shares year-end, m

57.3

57.4

57.3

57.2

57.2

Dividend paid per share, DKK

8.00

0

0

4.00

4.00

Total dividend paid ex. treasury shares

461

0

0

229

219

0

0

0

0

190

Total distribution to shareholders

461

0

0

229

409

FCFE yield, %

6.0

5.2

2.6

-0.8

5.1

Total distribution yield, %

3.1

0

0

1.2

2.7

Cash payout ratio, %

52.4

0

0

-152.7

53.2

-26.6

26.8

-15.3

24.0

-1.8

2.3

0

0

1.5

1.5

-24.4

26.8

-15.3

25.5

-0.3

Equity per share, DKK

227

199

183

180

160

Price/book value, times

1.1

1.8

1.5

1.8

1.6

Market value year-end, DKK m

Distribution to shareholders, DKK m

Buyback of shares

Shareholder return
Share price change, %Dividend return, %Total shareholder return, %Share valuation

Distribution policy
The starting point for determining the level of capital
distribution to shareholders is the current and expected
future financial leverage measured as the ratio between
NIBD and EBITDA. Target leverage is a ratio between 2.0 and
3.0. NIBD/EBITDA was 2.8 at year-end 2022. For shorter
periods, leverage can move outside the range due to special
events, e.g. larger acquisitions.

Capital is distributed through dividend and share buybacks.
The latter instrument is preferred for distribution of excess
capital while dividend is preferred to be ongoing andsustainable. Whether capital is in excess is assessed basedon the leverage target as well as future earnings prospects
and investment requirements.
Contingent on the size of the dividend, it may be preferred to
pay dividend semi-annually to facilitate a faster return ofcapital to shareholders and to align payments with DFDS’
seasonal cash flow that normally peaks during the third
quarter, the high season for passenger travel.
Distribution to shareholders in 2022
A dividend of DKK 4.00 per share was paid in March 2022
and a further DKK 4.00 per share was paid in August 2022.
The August dividend was announced together with the
March dividend but as it is paid later in the year it isdistributed according to the authority delegated by the AGM
to the Board of Directors. The August dividend is therefore
required to be labelled as an extraordinary dividend.
Capital distribution proposed for 2023
In view of DFDS’ solid financial position and prospects, theBoard of Directors proposes to distribute DKK 586m toshareholders as a combination of an ordinary dividend of
DKK 286m and an auction share buyback of DKK 300m. The
ordinary dividend, equal to DKK 5.00 per share, will be
proposed for approval by the annual general meeting (AGM)
in March 2023. The auction share buyback was completed
on 22 February 2023 with the purchase of 1,071,428 sharesat a price of DKK 280 per share totalling a purchase sum of
DKK 300m.
Shareholders
At the end of 2022, DFDS had 23,417 registeredshareholders who owned 95% of the share capital.
International shareholders owned 28% (2021: 30%) of thetotal registered share capital. Lauritzen Fonden Holding was
the largest shareholder with a holding of 42.3% of the total
share capital at the end of 2022 compared to 41.7% at theend of 2021.

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AnnualReport2022

The DFDS shareand shareholders
Management
Review

Investor Relations
The aim of investor relations (IR) is to facilitate an ongoing
dialogue with the financial community, primarily
institutional investors, and analysts. Key events during theyear are quarterly reports, conference calls, and roadshows
to present strategic and financial results. In addition,
management and IR participate at investor conferences,roadshows, and meetings with investors and analysts in
between quarters. A high share of roadshows and meetings
remained virtual in 2022. There is a silent period of fourweeks prior to the release of quarterly reports.
Analysts covering the DFDS share
ABG Sundal Collier – coverage currently suspended
Carnegie
Dan Togo Jensen
T +45 3288 0245
dan.togo@carnegie.dk
Danske Bank Markets
Michael Vitfell-Rasmussen
T +45 4512 8036
vitf@danskebank.dk
NordeaLars Heindorff
T +45 5376 6054
lars.heindorff@nordea.com
RBC Capital Markets
Ruairi Cullinane
T +44 207 002 2275
ruairi.cullinane@rbccm.com
SEB Equities
Ulrik Bak
T +45 3125 6033
ulrik.bak@seb.dk

DFDS share price and trading volume, 2022
No. of shares, '000

Share price, DKK
450

500

400

400

350

300

300

200

250

200

100

150

0
Trading volume

Share price

Share price performance relative to
Copenhagen all share index 2018-2022

250
200

150
100
50
0

2018
DFDS

2019

All share index Nasdaq Copenhagen (OMXCPI)

2020

2021

2022

079

DFDS Annual Report 2022

Management Review

Board of Directors

as per 24 February 2022

Claus V. Hemmingsen (1962)

Klaus Nyborg (1963)
Vice Chair / 825 shares

Minna Aila (1966)
Board member / 0 shares

Anders Götzsche (1967)

Marianne Henriksen (1961)

Kristian Kristensen (1967)

Position: Managing director,
CVH Consulting Aps
Joined the board: 29 March 2012
Re-elected: 2013-2022
Period of office ends: AGM 2023

Position: Managing Director of Return ApS
Joined the Board: 31 March 2016
Re-elected: 2017-2022
Period of office ends: AGM 2023

Position: Executive Vice President,
Sustainability and Corporate Affairs,
member of the Executive Committee, Neste.
Joined Board: 23 March 2022
Re-elected: n.a.
Period of office ends: AGM 2023

Position: Executive Vice President and CFO,VELUX A/S.
Joined Board: 19 March 2018
Re-elected: 2018-2022
Period of office ends: AGM 2023

Joined Board: 23 March 2022
Re-elected: n.a.
Period of office ends: AGM 2026
Board meeting participation: 6/6

Joined Board: 23 March 2022
Re-elected: n.a.
Period of office ends: AGM 2026
Board meeting participation: 6/6

Marianne Henriksen has no additional
managerial or executive positions in othercompanies.

Kristian Kristensen has no additional
managerial or executive positions in othercompanies.

Chair / 3,336 shares

Chair of the Nomination
and Remuneration Committees
Board meeting participation: 9/9
Committee participation: 6/6
Chair: HusCompagniet A/S and Innargi
Holding A/S (and one wholly-owned
subsidiary).
Board member: A.P. Møller Holding A/S, A.P.
Møller og Hustru Chastine Mc-Kinney Møllers
Fond til almene Formaal, Den A.P. Møllerske
Støttefond, Work Wear Group A/S (and two
wholly-owned subsidiaries), Fonden Mærsk
Mc-Kinney Møller Center for Zero Carbon
Shipping, Global Maritime Forum Fonden andNoble Corporation Plc.
The Board of Directors is of the opinion
that Claus V. Hemmingsen possesses
the following special competences:
International, commercial, and operational
management experience and expertise inshipping, offshore, and oil & gas activities,
including HSSE & Sustainability, M&A, capital
markets, and non-executive directorships.

Member of the Nomination andRemuneration Committees
Board meeting participation: 9/9
Committee participation: 6/6
Chair: Dampskibsselskabet Norden A/S,
Bunker Holding A/S, Uni-Tankers A/S, Bawat
A/S, Moscord Pte. Ltd., Singapore andChairman of The Investment Committee of
Maritime Investment Fund I K/S and FundII K/S.
Vice Chair: A/S United Shipping & Trading
Company.
Board member: Karen og Poul F. Hansens
Familiefond, Norchem A/S and X-Press
Feeders Ltd.
The Board of Directors is of the opinion
that Klaus Nyborg possesses the following
special competences: International
management and board experiencefrom i.a. listed shipping companies andsuppliers to the shipping industry, andexpertise in strategy, M&A, finance, and risk
management.

Member of the Nomination andRemuneration Committees
Board meeting participation: 6/6
Committee participation: 6/6
Minna Aila has no additional managerial or
executive positions in other companies.
The Board of Directors is of the opinion that
Minna Aila possesses the following special
competences: international management,
as well as expertise in sustainability, publicaffairs, branding, and communication.

Board member / 3,500 shares

Chair of the Audit Committee
Board meeting participation: 9/9
Committee participation: 6/6
Chair: Rosborg Møbler A/S.
The Board of Directors is of the opinion that
Anders Götzsche possesses the following
special competences: International
management and board experience,expertise in finance and accounting aswell as M&A.

Board member (staff representative)/ 30 shares

Board member (staff representative)/ 20 shares

080

DFDS Annual Report 2022

Management Review

Executive Board

Board of Directors continued

Jill Lauritzen Melby (1958)

Dirk Reich (1963)
Board member / 0 shares

Position: Team Leader Finance, BASF A/S
Joined Board: 18 April 2001
Re-elected: 2002-2022
Period of office ends: AGM 2023

Joined Board: 1 July 2019
Re-elected: 2020-2022
Period of office ends: AGM 2023

Board member / 4,735 shares

Member of the Audit Committee
Board meeting participation: 9/9
Committee participation: 6/6
Jill Lauritzen Melby has no managerial or
executive positions in other companies.
The Board of Directors is of the opinion
that Jill Lauritzen Melby possesses thefollowing special competences: Expertisein financial control.
Due to family relations to the company’s
principal shareholder, Lauritzen
Fonden, Jill Lauritzen Melby cannot be
considered independent according to
the Recommendations on Corporate
Governance.

Member of the Audit Committee
Board meeting participation: 9/9
Committee participation: 6/6
Chair: Instafreight GmbH, Log-hub AG, R+R
Holding AG, R+R International Aviation AG.
Board member: Skycell AG, Die Schweizerische
Post AG.
The Board of Directors is of the opinion that
Dirk Reich possesses the following special
competences: International management
and board experience, as well as expertisein international logistics activities.

Lars Skjold-Hansen (1965)
Board member (staff representative)/ 1,030 shares
Joined Board: 22 March 2013
Re-elected: 2014-2022
Period of office ends: AGM 2026
Board meeting participation: 9/9
Lars Skjold-Hansen has no managerial or
executive positions in other companies.

Torben Carlsen (1965)
President & CEO / 133,902 shares

Karina Deacon (1969)
EVP & CFO / 1,456 shares

Appointed: 1 May 2019 (previously CFO of
DFDS since 1 June 2009)
Chair: Copenhagen Infrastructure Partners:
CI II, CI III and CI IV K/S. Gro Capital Partners:
Fund I and II K/S. Chair of the Investment
Committees
Board member: Royal Unibrew A/S.
Navigare Capital: Maritime Investment
Fund I and II K/S, Member of the Investment
Committees.

Appointed: 1 January 2020
Board member and Chair of Audit
Committee: VELUX A/S.

081

DFDS Annual Report 2022

Management Review

Executive Management Team

Torben Carlsen (1965)
President & CEO

Karina Deacon (1969)

Executive Vice President & CFO

MSc (Finance)
Employed by DFDS since 2009

MSc (Aud)
Employed by DFDS since 2020

Anne-Christine Ahrenkiel (1970)

Rune Keldsen (1979)

MSc (Scient. pol.), Bachelor in
French/Italian
Employed by DFDS since 2019

MSc (IT)
Employed by DFDS since 2020

Executive Vice President, Chief People
Officer

Executive Vice President, Chief
Technology Officer

Matthieu Girardin (1982)

Niklas Andersson (1973)
Executive Vice President,
Logistics Division

Martin Gade Gregersen (1980)

ESCP Europe (Master’s in Management), INSEAD (Executive MBA)
Employed since 2022

Marketing, IHM Business School
Employed by DFDS since 2012

Freight forwarder
Employed since 2021

Executive Vice President,
Ferry Division

Senior Vice President, Logistics
Division

73
082

DFDS
AnnualReport2022
DFDS
AnnualReport2022

Remuneration
Management
Review

Remuneration

Remuneration Policy elements, Board of Directors – 2022
What

PurposeWhat and how much

Base Fee – Board

To remunerate in relation to the scope andcomplexity of work, similar to fees in comparable
listed companies.

Board members: Base fee.
Chair: 3 times the Base Fee.
Vice Chair: 2 times the Base Fee.
Directors acceding or resigning during an election period will receive a pro rata share of
the annual fees.

Base Fee – Committee

Same as above.

Chair of the Audit Committee: 2/3 of the Base Fee.
Other members of the Audit Committee: 1/3 of the Base Fee. Chair of the Remuneration
Committee: 2/15 of the Base Fee. Chair of the Nomination Committee: 2/15 of the Base Fee.
Other members of the Remuneration and Nomination Committee: 2/15 of the Base Fee.

Ad hoc Fee

To remunerate for additional ad-hoc task, if
agreed by the Board of Directors.

Fixed fee as per agreement with the Board. To be presented in the notes to the annual
report and/or the remuneration report.

Remuneration Committee
The Remuneration Committee (‘Committee’) conducted
three ordinary meetings in 2022 in accordance with theplanned annual cycle of activities.

Contributions and expenses

To cover social security taxes imposed by foreignauthorities on such fees.
To reimburse expenses incurred by the Directors
in connection with board and/or committee
meetings.

Reasonable contributions and expenses, subject to approval from the Committee.

In 2022, the Committee focused on preparing the 2022
Remuneration Report, and amending the peer group used forbenchmarking of executive remuneration. Further, theCommittee reviewed workforce matters, such as gender pay
gaps and employee turnover. The Committee also engaged
in discussions on the future design of incentive plans,
including how these can continue to support sustainability
priorities.

Insurance

To provide the Directors with insurance.

The Directors are covered by a customary D&O insurance policy with coverage deemedsufficient by the Board of Directors in relation to the size and nature of the businessof DFDS.
To the extent that insurance coverage proves insufficient DFDS may in certain cases
cover additional claims.

Pension

None

None

Incentive plan

None

Employee-elected members of the Board may receive incentive pay in their capacity as
employees of DFDS.

The purpose of the Remuneration Report is to present atransparent and comprehensive overview of the
remuneration of DFDS’ Executive Board and Board of
Directors (‘Board’) in 2022. The report is aligned with DFDS’
Remuneration Policy and with the requirements of Section
139b of the Danish Company Act. Moreover, remuneration
paid out is aligned with the Recommendations on Corporate
Governance issued by the Danish Committee on Corporate
Governance.

74
083

DFDS
AnnualReport2022
DFDS
AnnualReport2022

Remuneration
Management
Review

Remuneration policy
The remuneration policy aims at enabling an appropriate
remuneration package for the Executive Board and theBoard to ensure that DFDS can attract, engage, and retain
the right profiles for executive roles. Further, the policy aims
at enabling a total remuneration approach that links DFDS’
business strategy with the interests of DFDS’ shareholders,
whilst duly considering the industry dynamics that impact
DFDS.
The remuneration policy elements for the Board and the
Executive Board are shown in the tables to the right on thisand the previous page.

Remuneration Policy elements, Executive Board – 2022
Component

PurposeLink to performanceSize/value of component

Base salary

Recognise market value, the nature of the role interms of scale, complexity and responsibility andthe Executive Board members’ experience, sustained
performance and contribution.

Indirectly linked to DFDS’ performancethrough the Executive Board member’s sustained
performance level.

No pre-defined maximum salary level but determinedaccording to ‘Purpose’ (ref. explanation to the left).

Short-term
incentive

Reward the achievement of DFDS’ annual goals
guided by the long-term business strategy.

Divided between the following performance areas:

Target: 40% of annual base salary.
Maximum: 80% of annual base salary.
Performance area 1 is evaluated based on meeting thefinancial targets, whereas 2 is based on a discretionary
assessment by the Board.
Information on measures in any given year will be outlinedin the relevant annual remuneration report.

Long-term
incentive

Reward the achievement of DFDS’ long-termgoals through share-based instruments and support
executive retention.

Directly linked to the stock market performance of
DFDS through the share price development.

40% of annual base salary.
Maximum: 80% of annual base salary.

Pension

Provide for the Executive Board members’
pension related needs.

N/A

Equal to level of contributions made for Danish DFDS
salaried employees (currently 10% of the annual basesalary).

Benefits

Provide for the Executive Board members’
work-related equipment.

N/AE.g., company car, free telephone/ other devices,
domestic broadband access, newspapers.

Termination

Apply termination conditions to the Executive
Board member aligned with general market
conditions for the role.

N/A

Executive Board member: Six months’ notice in caseof resignation.
DFDS: Twelve months’ notice in case of termination.

The full remuneration policy is available atdfds.com/en/about/governance-and-policies.

1.	DFDS’ financial performance(e.g., ROIC, Profit before Tax), at least 60%
2.	DFDS’ strategic and personal performance(e.g., sustainability, transformation).

084

DFDS Annual Report 2022

Consolidated ESG Statements

85

ESG data and accounting policies

88

EU Taxonomy

93

SASB Marine Transportation Industry Standard

94

Task Force on Climate-Related Financial Disclosuers (TCFD)

ESG data

085

DFDS Annual Report 2022

Consolidated ESG Statements

ESG data and accounting policies
Basis of preparation
DFDS’ ESG reporting has been prepared in accordance with
the Danish Financial Statements Act, sections 99a, 99b,
and 107d. Other ESG frameworks and best practices havebeen applied to the reporting:• The ESG Statement has been mapped in accordancewith NASDAQ ESG indicators.
• Recommendations of Taskforce on Climate-related
Financial Disclosures (TCFD) have also been applied
to incorporate a climate change scenario into the risk
management process.
• ESG data are also presented in line with the SASB
Marine Transportation Industry Standard.

Nasdaq ESG
indicator

Unit

2022*

2021**

2020

2019***

2018*	2022 ESG data excludes theacquisitions Lucey Transport
Logistics

Scope 1 emissions (CO2e)

1,000 tonnes

2,697

2,544

2,014

2,253

1,871

** 	2021 ESG data excludes theacquisition HSF Logistics
Group

Environmental
CO2e emissions

E1.1
E1.2

Scope 2 emissions location based (CO2e)

1,000 tonnes

8

7

6

7

9

E1.2

Scope 2 emissions market based (CO2e)

1,000 tonnes

14.2

-

-

-

-

E1.3

Scope 3 emissions (CO2e)

1,000 tonnes

1,203

909

-

-

-

Total CO2e emissions (scope 1, 2 - location based - and 3)

1,000 tonnes

3,908

3,460

2,020

2,260

1,879

654,795

Energy consumption
E3.1

Marine fuelTonnes818,911771,738

619,867

699,115

E3.1

Diesel1,000 litre

48,86625,447

24,767

19,420-

E3.1

Biofuels (HVO & B100)

1,000 litre

3,288

1,236

1,150

573

36,633

E3.1

Electricity

MWh45,36536,09231,09936,680E3.1, E5

Electricity generated

MWh

1,562

-

-

-

-

E3.1

Total energy consumption

1,000 TJ

36.0

33.9

26.9

30.0

24.9

Energy efficiency

The accounting policies set out in the notes have been
applied consistently in the preparation of the consolidated
ESG statement for all the years presented unless statedotherwise.
Environment
The consolidation of greenhouse gas emissions is based on
operational control, and all CO2 data are calculated andpresented in accordance with the GHG protocol.
Some locations are leased with "all inclusive” on utilities,
which means that activity-based data are not always
available. However, data availability is expected to improvein future in line with increased focus on the matter.

E2.1

CO2 emissions per GT mile (Own fleet)

gCO2

12.5

12.8

13.4

13.9

-

E2.1

CO2 emissions per GT mile (Route network)

gCO2

13.0

13.5

13.5

14.1

14.4

0.102

0.148

0.145

0.136

0.120

6.3

7.0

6.3

7.4

7.9

0

E2.1

CO2 intentity

kg CO2/DKK

E4Electricity and heating consumption per land based FTE

MWhOther environmental data
Spills (>1 barrel)

Number

0

0

1

0

E6.1

Water

m3

248,998

-

-

-

-

E6.2

Water - recycledm3

27,046

-

-

-

-

Waste

Tonnes

3,407

-

-

-

-

Waste - recycled

Tonnes

2,523

-

-

-

-

*** 	2019 ESG data excludes theacquisition Un Ro-Ro-

Data not available

086

DFDS Annual Report 2022

Consolidated ESG Statements

Scope 3 emissions are based on spend data and calculatedusing AI software from an external provider, except for
fuel, for which emissions are calculated based on actual
consumption.
Comments to 2022 performance
In 2022 we have seen an increase in scope 1 emissionsof 6%. This is due to increased operation and a similar
increase in the consumption of marine fuel.
The 32% increase in scope 3 emissions are primarily due
to the addition of data from the acquired HSF Group as
they were not included in the 2021 data.

Nasdaq ESG
indicator

Social

Unit

2022*

2021**

2020

2019***

2018*	2022 ESG data excludes theacquisitions Lucey Transport
Logistics** 	2021 ESG data excludes theacquisition HSF Logistics
Group

Representation of womenS4.1

Total workforce

%

24

24

23

25

23

S4.1

- Non-office based

%

12

17

15

18

15

S4.1

- Office based

%

43

29

27

29

29

S4.3

Senior management

%

16

17

16

19

10

S4.2

Managers

%

14

14

13

18

-

S4.2

Employees

%

25

27

26

26

-

Health & Safety
S7

Lost-time injury frequency (LTIF) - Sea

Incidents/mio. hrs.

4.5

4.3

4.1

4.5

5.5

S7

Lost-time injury frequency (LTIF) - Land

Incidents/mio. hrs.

7.9

7.4

5.9

6.7

3.8

Fatalities

With the biofuel trial with B100 onboard Acacia Seaways
the consumption of biofuel has more than doubled in
2022. A development that is expected to continue in 2023
as the Logistics division will increase their usage of HVO
across additional locations.
SocialGender-related data are based on head count by year end.
Health & Safety monitoring and LTIF-reporting covers
DFDS employees on land, and for all crew working on thevessels. Fatalities are registered for all staff and for third
party operators (contractors) working on DFDS premises.

Fatalities

1

1

0

0

0

Fatalities

0

0

2

1

1

2018

Nasdaq ESG
indicator

Governance

Unit

2022

2021

2020

2019

G1.1

Board representation of women (AGM elected members)

%

33

33

33

33

33

G1.2

Independent directors (AGM elected members)

%

83

83

83

83

83

S1

Governance
Whistleblower data are received from an external partner
ensuring anonymity and confidentiality.

Colleagues
Contractors

Board nationality - non Danish (AGM elected members)

%

33

17

17

17

0

Attendance at board meetings (all board members)

%

100

100

96

94

91

CEO Pay ratio

Ratio

37

35

27

29

36

Reported whistleblower cases

Cases

33

29

24

18

16

*** 2019 ESG data excludes theacquisition Un Ro-Ro-

Data not available

087

DFDS Annual Report 2022

Consolidated ESG Statements

ESG definitions & accounting polocies
Environment
CO2e emissions
Scope 1 emissions (CO2e): All direct emission sources where DFDS has
operational control as defined by the Green House Gas Protocol. This
includes all use of fossil fuels for stationary combustion or transportation,in owned, leased or rented assets. It also includes process emissions (e.g.
chemical processes, industrial gases, direct methane emissions)
Scope 2 emissions – location based (CO2e): All indirect emissions related topurchased energy; electricity or heating/cooling where DFDS has operational
control as defined by the Greenhouse Gas Protocol – calculated based on theemission intensity of local grid area where the electricity usage occurs.
Scope 2 emissions – market based (CO2e): All indirect emissions related topurchased energy; electricity or heating/cooling where DFDS has operational
control as defined by the Greenhouse Gas Protocol – calculated based onelectricity consumption including contractual purchases of renewable energy

Energy efficiency
CO2 emissions per GT mile (Own fleet): Emissions measured as gCO2 per gross
tonnage nautical mile for owned ferries in operation
CO2 emissions per GT mile (Route network): Emissions measured as gCO2 pergross tonnage nautical mile for ferries operating the route network
CO2e intensity: Total CO2 emissions (scope 1+2) in kilogram per 1 DKK ofrevenue generated
Electricity & heating consumption per land based FTE: Indirect energy
consumption (scope 2) in operational activities for offices, warehouses andterminals, divided by average FTEs on land
Other environmental data
Spills (> 1 barrel): Incidents of oil spills larger than one barrel from ferries inoperation

Employees: Percentage of women head count, excluding senior management
and managers
Health & Safety
Lost-time injury frequency (LTIF) - Sea: Number of registered work-related
accidents disabling a seafarer to work for more than 24 hours per one million
exposure hours
Lost-time injury frequency (LTIF) - Land: Number of registered work-related
accidents disabling a land-based employee work for more than 24 hours per
one million exposure hours
Fatalities
Colleagues: Number of fatalities among employees caused by work-related
accidents
Contractors: Number of fatalities among third-party contractors caused bywork-related accidents while operating for DFDS

Waste: Total weight of waste generated by land based locations
Scope 3 emissions (CO2e): Emissions related to procured goods andservices (category 1), capital goods (category 2), fuel- and energy-related
emissions (category 3), upstream transportation and distribution (category4) and waste (category 5. The emission categories are selected based on amateriality assessment of all 15 categories within GHG accounting standard
for scope 3.
Total CO2e emissions: Complete GHG inventory – includes both scope 1,
scope 2 and scope 3
Energy consumption
Marine fuel: Total consumption of heavy fuel oil (HFO) and marine gas oil(MGO) per nautical mile for ferries in operation
Diesel: Total consumption of diesel for trucks, terminal equipment, company
cars and other vehicles
Biofuels (HVO & B100): Total consumption of biofuels for trucks, terminal
equipment, and vessels
Electricity: Total consumption of electricity in locations where DFDS has
financial control of the utility. Shorepower is included in the total
Total energy consumption: Energy consumed from scope 1 and 2 energy
sources. Includes both land-based energy consumption and vessels’ energy
consumption

Waste – recycled: Total weight of waste recycled by land-based locations

Governance

Water: Total volume of water consumed by land-based locations

SocialRepresentation of women on Board of Directors: Percentage of women of
the total number of members of the Board of Directors, excluding staff
appointed members
Independent directors: The ratio of shareholder elected directors that are
deemed independent according to the Danish recommendations on good
corporate governance

Representation of women
Total workforce: Percentage of women head count

Board nationality – non-Danish: The ratio of shareholder elected directors
with a non-Danish backgroundNon-office based: Percentage of women head count in non-office based
positions

Attendance at board meetings: Percentage of total number of Board
meetings attended. (Not gender specific)

Office based: Percentage of women head count in office positions

CEO Pay ratio: Total CEO remuneration including granted LTI divided byaverage total remuneration for all employees in the company except EB

Water – recycled: Total volume of water recycled by land-based locations

Senior Management: Percentage of women in senior management positions
defined as EVPs and VPs
Managers: Percentage of women head count in management positions,excluding senior management, defined as positions with responsibility for atleast one employee

Reported whistle-blower cases: The number of cases reported through the
DFDS whistle-blower line in the reporting year.

088

DFDS Annual Report 2022

Consolidated ESG Statements

EU Taxonomy
DFDS’ Taxonomy-related disclosures have been assessedand prepared in accordance with Regulation (EU) 2020/852
of the European Parliament and of the Council of 18 June
2020. In short, the taxonomy is a classification and reporting
system that identifies sustainable economic activities.
Eligible economic activities
DFDS has analysed the economic activities listed by the
EU Commission. The analysis concludes that DFDS isrequired to report on six activities due to the company´ssignificant economic interests within these activities. The
six activities are:
6.2
Freight and rail transport
6.6
Freight transport services by road
6.10	Sea and costal freight water transport, vessels forport operation and auxiliary services
6.12	Retrofitting of sea and costal freight
andpassenger water transport
6.16	Infrastructure enabling low-carbon watertransport
7.7
Acquisition and ownership of buildings
In 2022, the taxonomy-eligible share of our revenue was
80%. The taxonomy-eligible share of operational expenses(OpEx) was 100%, whereas the taxonomy-eligible share ofcapital expenses (CapEx) was 96%.
Aligned economic activities
DFDS has further analysed its compliance level with thetechnical screening criteria and the Do-No-SignificantHarm (DNSH) criteria for the above-mentioned activities.

The criteria are associated with a high degree ofcomplexity, ambiguity, and uncertainty.
DFDS has therefore chosen to take a conservative
approach to validation of documentation for aligned
activities. It means that DFDS will only report aligned
activities, that have been validated by sufficient
documentation. As a result, DFDS may report loweraligned KPIs than could potentially be substantiated.
DFDS has selected this approach in order to avoid the riskof overstating its alignment reporting.
In 2022 we are not reporting any alignment on either
revenue or OpEx whereas the alignment within CapEx has
been determined to 5% within the activity 7.7 acquisitionand ownership of buildings.

DFDS taxonomy reporting for 2022
Aligned (DKK mio.)
Aligned (%)
Eligible (DKK mio.)
Eligible (%)
Total (DKK mio.)

Despite the fact that several of our vessels, the e-trucks,
and other part of our operation live up to requirementsof the technical screening criteria, we have chosen not toreport any taxonomy-alignment due to our conservative
approach and unclear documentation requirements related
to adherence with the DNSH and the Minimum Safeguard
criteria
We expect that the regulation and the documentation
requirements will become clearer during the coming
years. Combined with the deployment of a larger fleet of
E-trucks and other decarbonization activities we expectthat the share of aligned activities will increase over time.

Revenue

OpEx

CapEx
325

0

0

0%

0%

5%

21,482

538

5,381

80%

100%

90%

26,873

538

5,969

089

DFDS Annual Report 2022

Consolidated ESG Statements

Accounting policies - EU taxonomy
Environment
The Taxonomy has specified objectives of climate change mitigation
and adaptation to be contained in the reporting from 2022. The total
Revenue, OpEx, and CapEx must be divided into the activities defined in
the EU Taxonomy. From 2023 the eligible activities are subject to analysis
on whether the related economic activities are making a substantial
contribution to at least one of the climate and environmental objectives,
while also doing no significant harm to the remaining climate andenvironmental objectives and complying with minimum standards on humanrights and labour standards.
As the reporting practice develops and expands DFDS will review and update
its reporting of taxonomy KPIs and related accounting policies accordingly.
This may also impact the taxonomy-aligned KPIs reported historically.
We have determined the taxonomy-eligible economic activities (thenumerator for the taxonomy-eligible KPIs ) by the following process:•••Eligible OpEx KPI= Eligible OpEx / Total OpEx as defined by the EU
Commission

been verified by enabling controls such as reconciling the taxonomy KPIs tothe consolidated financial statements.

•

Eligible CapEx KPI= Eligible CapEx / Total CapEx

Disaggregation of KPIs:
The identified economic activities are not subject to disaggregation oftaxonomy KPIs.

The taxonomy-alignment KPIs have been calculated as followed:•

Aligned Revenue KPI = Aligned Revenue / Total Revenue•

Aligned OpEx KPI= Aligned OpEx / Total OpEx as defined by the EU
Commission•

Aligned CapEx KPI= Aligned CapEx / Total CapEx

The denominator for the taxonomy KPIs has been determined as followed:•

Total Revenue is aligned with note 2.2 Revenue

Identifying economic activities and processes across the business of the
DFDS Group.

•

Evaluating whether the identified economic activities in the DFDS
Group are covered by the economic activity descriptions included in thetaxonomy.

Total OpEx is aligned with the OpEx definition by the EU Commission,that covers direct expenditures relating to the day-to-day servicing ofassets or property, plant and equipment•

Total CapEx is defined as additions to tangible and intangible assets
reported in note 3.1.1 Non-current intangible assets (excluding
Goodwill since not defined as an intangible asset, cf. IAS 38), note 3.1.2
Noncurrent tangible assets and note 3.1.3 Leases•

Reconciling to line items “Addition on acquisition of enterprises,
Additions, Transfers, Addition/Remeasurement”

We have determined the taxonomy-aligned economic activities (thenumerator for the taxonomy-alignment KPIs ) by the following process:•

Assessing the substantial contribution to climate change mitigation(Technical screening criteria) per eligible activity•

Evaluating the “Do No Significant Harm” (‘DNSH’) criteria per eligible
activity•

Determining compliance with the minimum safeguards

The taxonomy-eligible KPIs have been calculated as followed:•

Eligible Revenue KPI= Eligible Revenue / Total Revenue

Double counting:
DFDS has no economic activities that contributes to several environmental
objectives. DFDS has ensured that allocation to Revenue, OpEx and CapEx
KPIs across identified economic activities are not double counted. This has

Activities in DFDS Group determined as taxonomy-eligible economic
activities (additional activities are expected to be added in 2023):
6.2 Freight rail transport
6.6 Freight transport services by road
6.10	Sea and coastal freight water transport, vessels for port
operations and auxiliary activities
6.12	Retrofitting of sea and coastal freight and passenger waterTransport
6.16 Infrastructure enabling low-carbon water transport
7.7 Acquisition and ownership of buildings

090

DFDS Annual Report 2022

Consolidated ESG Statements

Proportion of Revenue from products or services associated with Taxonomy-aligned economic activities 2022
DNSH criteria('Does Not Significantly Harm')

Substantial contribution criteria

Economic activities

Absolute
Revenue(DKK
million)Code(s)ClimateProportion change
of Revenue mitigation(%)(%)

ClimateWater andchangemarineCircularadaptation resources economy
(%)
(%)
(%)

Biodiversity
and ecosystems(%)

Pollution(%)

Climatechangemitigation(Y/N)

ClimateWater andchangemarineCircularadaptation resources economy
(Y/N)
(Y/N)
(Y/N)

Biodiversity
and ecoPollutions systems
(Y/N)
(Y/N)

Taxonomyaligned
propotion
Minimum of Revenue
safeguards 2022
(Y/N)
(%)

Taxonomyaligned
proportionof Revenue
2021
(%)

Category(enabling
activity ortransitional
activity)(E/T)

A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities(Taxonomy aligned)
Freight rail transport

6.2

0

0%

100%

0

0

0

0

0

N/A

Y

N/A

N

N

N/A

Y

0

N/A

T

Freight transport services by road

6.6

0

0%

100%

0

0

0

0

0

N/A

Y

N/A

N

N

N/A

Y

0

N/A

T

Sea and coastal freight water transport, vessels
for port operations and auxiliary activities

6.10

0

0%

100%

0

0

0

0

0

N/A

Y

N

N

N

N

Y

0

N/A

T

Retrofitting of sea and costal freight andpassenger water transport

6.12

0

0%

100%

0

0

0

0

0

N/A

Y

N

N

N

N

Y

0

N/A

T

Infrastructure enabling low-carbon water transport

6.12

0

0%

100%

0

0

0

0

0

N/A

Y

N

N

N

N

Y

0

N/A

E

Acquisition and ownership of buildings

7.7

0

0%

100%

0

0

0

0

0

N/A

Y

N/A

N/A

N/A

N/A

Y

0

N/A

N/A

0

0%

Revenue of environmentally sustainable activities(Taxonomy-aligned) (A.1)
A.2 Taxonomy-Eligible but not environmentally
sustainable activities (not Taxonomy-aligned
activities)
Freight rail transport

6.2

564

2%

Freight transport services by road

6.6

10,79540%

Sea and coastal freight water transport, vessels
for port operations and auxiliary activities

6.10

9,217

34%

Retrofitting of sea and costal freight andpassenger water transport

6.12

0

0%

Infrastructure enabling low-carbon water transport

6.12

907

3%

Acquisition and ownership of buildings

7.7

0

0%

Revenue of Taxonomy-eligible but notenvironmentally sustainable activities (notTaxonomy-aligned activities) (A.2)

21,482

80%

Total (A.1 + A2)

21,48280%

B. TAXONOMY-NON-ELIGIBLE ACTIVITIESRevenue of Taxonomy-non-eligible activities (B)

5,391

20%

Total (A+B)

26,873100%

091

DFDS Annual Report 2022

Consolidated ESG Statements

Proportion of OpEx from products or services associated with Taxonomy-aligned economic activities 2022
DNSH criteria('Does Not Significantly Harm')

Substantial contribution criteria

Economic activities

Absolute
OpEx(DKK
million)Code(s)

Proportionof OpEx(%)

Climatechangemitigation(%)

ClimateWater andchangemarineCircularadaptation resources economy
(%)
(%)
(%)

Biodiversity
and ecosystems(%)

Pollution(%)

Climatechangemitigation(Y/N)

ClimateWater andchangemarineCircularadaptation resources economy
(Y/N)
(Y/N)
(Y/N)

Biodiversity
and ecoPollutions systems
(Y/N)
(Y/N)

Taxonomyaligned
propotion
Minimum of OpEx
safeguards 2022
(Y/N)
(%)

Taxonomyaligned
proportionof OpEx
2021(%)

Category(enabling
activity ortransitional
activity)(E/T)

A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities(Taxonomy aligned)
Freight rail transport

6.2

0

0%

100%

0

0

0

0

0

N/A

Y

N/A

N

N

N/A

Y

0

N/A

T

Freight transport services by road

6.6

0

0%

100%

0

0

0

0

0

N/A

Y

N/A

N

N

N/A

Y

0

N/A

T

Sea and coastal freight water transport, vessels
for port operations and auxiliary activities

6.10

0

0%

100%

0

0

0

0

0

N/A

Y

N

N

N

N

Y

0

N/A

T

Retrofitting of sea and costal freight andpassenger water transport

6.12

0

0%

100%

0

0

0

0

0

N/A

Y

N

N

N

N

Y

0

N/A

T

Infrastructure enabling low-carbon water transport

6.12

0

0%

100%

0

0

0

0

0

N/A

Y

N

N

N

N

Y

0

N/A

E

Acquisition and ownership of buildings

7.7

0

0%

100%

0

0

0

0

0

N/A

Y

N/A

N/A

N/A

N/A

Y

0

N/A

N/A

0

0%

OpEx of environmentally sustainable activities(Taxonomy-aligned) (A.1)
A.2 Taxonomy-Eligible but not environmentally
sustainable activities (not Taxonomy-aligned
activities)
Freight rail transport

6.2

0

0%

Freight transport services by road

6.6

0

0%

Sea and coastal freight water transport, vessels
for port operations and auxiliary activities

6.10

538

100%

Retrofitting of sea and costal freight andpassenger water transport

6.12

0

0%

Infrastructure enabling low-carbon water transport

6.12

0

0%

Acquisition and ownership of buildings

7.7

0

0%

OpEx of Taxonomy-eligible but notenvironmentally sustainable activities (notTaxonomy-aligned activities) (A.2)

538

100%

Total (A.1 + A2)

538

100%

B. TAXONOMY-NON-ELIGIBLE ACTIVITIESOpEx of Taxonomy-non-eligible activities (B)Total (A+B)

0

0%

538

100%

092

DFDS Annual Report 2022

Consolidated ESG Statements

Proportion of CapEx from products or services associated with Taxonomy-aligned economic activities 2022
DNSH criteria('Does Not Significantly Harm')

Substantial contribution criteria

Economic activities

Absolute
CapEx(DKK
million)Code(s)

Proportionof CapEx(%)

Climatechangemitigation(%)

ClimateWater andchangemarineCircularadaptation resources economy
(%)
(%)
(%)

Biodiversity
and ecosystems(%)

Pollution(%)

Climatechangemitigation(Y/N)

ClimateWater andchangemarineCircularadaptation resources economy
(Y/N)
(Y/N)
(Y/N)

Biodiversity
and ecoPollutions systems
(Y/N)
(Y/N)

Taxonomyaligned
propotion
Minimum of CapEx
safeguards 2022
(Y/N)
(%)

Taxonomyaligned
proportionof CapEx
2021(%)

Category(enabling
activity ortransitional
activity)(E/T)

A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities(Taxonomy aligned)
Freight rail transport

6.2

0

0%

100%

0

0

0

0

0

N/A

Y

N/A

N

N

N/A

Y

0

N/A

T

Freight transport services by road

6.6

0

0%

100%

0

0

0

0

0

N/A

Y

N/A

N

N

N/A

Y

0

N/A

T

Sea and coastal freight water transport, vessels
for port operations and auxiliary activities

6.10

0

0%

100%

0

0

0

0

0

N/A

Y

N

N

N

N

Y

0

N/A

T

Retrofitting of sea and costal freight andpassenger water transport

6.12

0

0%

100%

0

0

0

0

0

N/A

Y

N

N

N

N

Y

0

N/A

T

Infrastructure enabling low-carbon water transport

6.12

0

0%

100%

0

0

0

0

0

N/A

Y

N

N

N

N

Y

0

N/A

E

Acquisition and ownership of buildings

7.7

325

5%

100%

0

0

0

0

0

N/A

Y

N/A

N/A

N/A

N/A

Y

5%

N/A

N/A

325

5%

CapEx of environmentally sustainable activities(Taxonomy-aligned) (A.1)
A.2 Taxonomy-Eligible but not environmentally
sustainable activities (not Taxonomy-aligned
activities)
Freight rail transport

6.2

0

0%

Freight transport services by road

6.6

885

15%

Sea and coastal freight water transport, vessels
for port operations and auxiliary activities

6.10

3,322

56%

Retrofitting of sea and costal freight andpassenger water transport

6.12

454

8%

Infrastructure enabling low-carbon water transport

6.12

363

6%

Acquisition and ownership of buildings

7.7

357

6%

CapEx of Taxonomy-eligible but notenvironmentally sustainable activities (notTaxonomy-aligned activities) (A.2)

5,381

90%

Total (A.1 + A2)

5,707

96%

B. TAXONOMY-NON-ELIGIBLE ACTIVITIESCapEx of Taxonomy-non-eligible activities (B)Total (A+B)

262

4%

5,969

100%

093

DFDS Annual Report 2022

Consolidated ESG Statements

SASB Marine Transportation Industry Standard- Sustainability Disclosures & Activity Metrics
The scope of the SASB reporting is limited to operationsof vessels for which DFDS holds the Document ofCompliance. This includes all our owned vessels as wellas the following vessels that are in our fleet throughbareboat charters: Cote D'Albatere, Cote D'Opale, Fadiq,
Paqize, Regina Seaways, and Seven Sisters.
Please note that since these SASB standards are specificto the Marine Transportation industry, the disclosuresdiffer from other ESG data in this report. The SASB
disclosures do not consider DFDS business areas outsideof Marine Transportation, including items such as trucking,warehousing, offices, etc.

Topic​

Accounting metric​

2022

Unit of measure​

Code​

Greenhouse Gas Emissions​

Gross global Scope 1 emissions​(vessels only)

2,185,043

Metric tons CO2e​

TR-MT-110a.1​

Discussion of long-term and short-term strategy or plan to manage Scope 1 emissions, emissions reduction
targets, and an analysis of performance against those targets​

AR 2022
p. 25-29(1) Total energy consumed​

Air Quality

Ecological Impacts

TR-MT-110a.2​

28,932,354

Gigajoules​ (GJ)

TR-MT-110a.3​(2) percentage heavy fuel oil​87%

Percentage​ (%)

TR-MT-110a.3​(3) percentage renewable

0.3%

Percentage​ (%)

TR-MT-110a.3​

Average Energy Efficiency Design Index (EEDI) for new ships​

14.8

gCO2 per ton-nm​

TR-MT-110a.4​

NOx​

*

Metric tons​(t)

TR-MT-120a.1​

SOx​

*

Metric tons​(t)

TR-MT-120a.1​

Particulate matter​*

Metric tons​(t)

TR-MT-120a.1​

Shipping duration in marine protected areas or areas of protected conservation status​*# of days travelled​

TR-MT-160a.1 ​Percentage of fleet implementing ballast water (1) exchange​

21%

Percentage​ (%)

TR-MT-160a.2 ​(2) treatment​

79%

Percentage​ (%)

TR-MT-160a.2 ​Number of spills and releases to the environment​0# of spills​

TR-MT-160a.3 ​Aggregate volume of spills and releases to the environment​0

Cubic meters​(m³)

TR-MT-160a.3 ​Rate​

TR-MT-320a.1 ​Employee Health & Safety

Lost time incident rate (LTIR)

Business Ethics

Number of calls at ports in countries that have the 20 lowest rankings in ​Transparency International’s
Corruption Perception Index​

0# of calls​

TR-MT-510a.1​

Total amount of monetary losses as a result of legal proceedings associated ​with bribery or corruption​

0

DKK​

TR-MT-510a.2​

Number of marine casualties​8# of marine casualties

TR-MT-540a.1​

Accident &Safety Management

4.5

Percentage of which classified as very serious​

0%

Percentage​ (%)

TR-MT-540a.1​

Number of Conditions of Class or Recommendations​59# of Class or Recommendations​

TR-MT-540a.2​(1) deficiencies​

121# of deficiencies​

TR-MT-540a.3​(2) detentions​0# of detentions​

TR-MT-540a.3​

3,810# of employees

TR-MT-000.A

Number of port state control​s*	DFDS do not have systems inplace that allow us to reporton these metrics yet. DFDS
are looking into the feasibilityof reporting on such values in
the future.
**	As most of DFDS' vessels fallwithin the RoRo-category, it
is not applicable to track our
TEU capacity.

Activity Metrics

Number of shipboard employees
Total distance travelled by vessels

5,077,920

Nautical miles (nm)TR-MT-000.B

Operating days

12,791# of operating days

TR-MT-000.C

Deadweight tonnage

603,993

Thousand deadweight tons

TR-MT-000.D# of vessels

TR-MT-000.E# of port calls

TR-MT-000.F

TEU

TR-MT-000.G

Number of vessels
Number of port calls
Twenty-foot equivalent unit (TEU) capacity

57
29,814**

094

DFDS Annual Report 2022

Consolidated ESG Statements

Task Force on Climate-Related Financial Disclosuers (TCFD)
The TCFD – index displays where information regarding ourdisclosure recommended by the Task Force on Climaterelated Disclosure can be found.

Theme

Recommendations

Annual report 2022 pages

Governance
Disclose the organisations
governance around climate-relatedrisks and opportunities.

Describe the board’s oversight of climate-related risks and opportunities.

Risk and risk management, p. 70-75

Describe management’s role in assessing and managing climate-related risks and opportunities.

ESG approach, p. 25-29
Risk and risk management, p. 70-75

Strategy
Disclose the actual and potential
impacts of climate-relatedrisks and opportunities on theorganizations businesses. Strategy,
and financial planning where suchinformation is material.

Describe the climate-related risks and opportunities the organization has identified over the short, medium, and long term.

Risk and risk management, p. 70-75

Describe the impact of climate-related risks and opportunities on the organization’s businesses, strategy, andfinancial planning

ESG approach, p. 25 - 29
Risk and risk management, p. 70-75

Describe the resilience of the organization’s strategy, taking into consideration different climate-related scenarios,
including a 2°C or lower scenario.

Risk and risk management, p. 70-75

Risk Management
Disclose how the organisation
identifies, assesses and manages
climate-related risks.

Describe the organization’s processes for identifying and assessing climate-related risks.

Risk and risk management, p. 70-75

Describe the organization’s processes for managing climate-related risks.

ESG approach, p. 25-29
Risk and risk management, p. 70-75

 escribe how processes for identifying, assessing, and managing climate-related risks are integrated into the organization’sDoverall risk management.

ESG approach, p. 25 - 29
Risk and risk management, p. 70-75

Disclose the metrics used by the organization to assess climate-related risks and opportunities in line with its strategy andrisk management process.

ESG review, p. 61-65

Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG) emissions, and the related risks.

ESG review, p. 61-65

Describe the targets used by the organization to manage climate-related risks and opportunities and performance against targets.

ESG review, p. 61-65

Metrics and Targets
Disclose the metrics and targets
used to asses and manage
relevant climate-related risks
and opportunities where such

095

DFDS Annual Report 2022

Consolidated Financial Statements

96

Income statement

96

Statement of comprehensive income

97

Balance sheet

98

Statement of changes in equity

100

Statement of cash flows

101

Notes

Consolidated
Financial
Statements
2022

96
096

DFDS
AnnualReport2022
DFDS
AnnualReport2022

Notes
Consolidated
Financial Statements

Income statement 1 January – 31 December

Statement of comprehensive income 1 January – 31 December

DKK million

Note

2022

2021

Revenue

2.1, 2.2

26,873

18,279Costs:
Ferry and other ship operation and maintenance-6,426-3,880Freight handling-3,090-2,598Transport solutions-6,657-4,303-4,730-3,444

Employee costs

2.3

2.4

Cost of sales and administration-1,015-643

Operating profit before depreciation (EBITDA) and special items

4,955

3,411

Share of profit/loss of associates and joint ventures

-14

-13

Profit on disposal of non-current assets, net

212

Amortisation, depreciation, and impairment losses on intangible
and tangible assets and Right-of-use assets

2.5

Operating profit (EBIT) before special items
Special items, net

2.6

Operating profit (EBIT)-2,505-2,087

2,457

1,313

25

34

2,482

1,348

Financial income

4.4

66

29

Financial costs

4.4

-409

-307

Profit before tax

2,139

1,069

-120

-94

2,019

976

Equity holders of DFDS A/S

2,010

958

Non-controlling interests

10

18

2,019

976

Basic earnings per share (EPS) of DKK 20 in DKK

35.09

16.69

Diluted earnings per share (EPS-D) of DKK 20 in DKK

35.04

16.67

Tax on profit

2.7

Profit for the year
Profit for the year is attributable to:Profit for the year

Earnings per share

Proposed profit appropriation
Proposed dividend DKK 5.00 per share1) (2021: DKK 4.00 per share)2)

4.8

DKK million

NoteProfit for the year

2022

2021

2,019

976

Other comprehensive income
Items that will not subsequently be reclassified to the Income statement:
Remeasurement of defined benefit pension obligations

3.2.4

-46

Tax on items that will not be reclassified to the Income statement

2.7

10

-25

-36

115

Items that will not subsequently be reclassified to the Income statement

140

Items that are or may subsequently be reclassified to the Income statement:
Value adjustments of hedging instruments

270

42

Value adjustment transferred to operating costs

9-56

Value adjustment transferred to financial costs

5

1

Value adjustment transferred to non-current tangible assets

7

-139

Tax on items that are or may be reclassified to the Income statement

-41

-1

-177

28

Items that are or may subsequently be reclassified to the Income statement

72

-124

Total other comprehensive income after tax

36

-9

2,055

966

Equity holders of DFDS A/S

2,045

950

Non-controlling interests

10

16

2,055

966

Foreign exchange adjustments, subsidiaries

Total comprehensive income

2.7

Total comprehensive income for the year is attributable to:Total comprehensive income

1 The Board of Directors
proposes to the 2023 Annual
General Meeting that a dividendof DKK 5.00 per share is paid in
2023. In addition, DKK 300m has
been distributed during February
2023 through a Dutch Auction
share buyback.
2 In addition to the proposed
dividend of DKK 4.00 per share
the Board of Directors proposed
an extraordinary dividend of DKK
4.00 per share which was
distributed in August 2022.

97
097

DFDS
AnnualReport2022
DFDS
AnnualReport2022

Notes
Consolidated
Financial Statements

Balance sheet 31 December Asset
DKK million

Balance sheet 31 December Equity and Liabilities
Note

2022

2021

DKK million

Goodwill

4,407

4,280

Port Concession rights

1,026

1,061

Other non-current intangible assets

676

599

Software324

298

Development projects in progress

12

14

Non-current intangible assets

3.1.1

6,444

6,252

Land and buildings

3.1.2

559

427

Terminals

3.1.2

836

718

Ferries and other ships

3.1.2

13,186Equipment, etc.

3.1.2

Assets under construction and prepayments

3.1.2

Right-of-use assets

3.1.3

Non-current tangible assets
Investments in associates, joint ventures and securities
Receivables

3.2.1

Prepaid costs

1,173

-284

-396

Retained earnings

12,133

10,669Equity attributable to equity holders of DFDS A/S

13,022

11,446

Non-controlling interests

114

108
11,554

4.5

12,397

11,825

11,460

Deferred tax

2.7

359

366

1,600

1,289

Pension and jubilee liabilities

3.2.4

88

76

369

1,368

Other provisions

3.2.5

44

117

Derivative financial instruments

4.2

4,648

3,926

21,197

19,188Non-current liabilities

13

35

Interest-bearing liabilities

16

16

Trade payables

124

222

49

31

3.2.4

0

25

4.2

299

36

500

366

28,14125,807

Inventories

3.2.2

324

269

Receivables

3.2.1

4,015

3,423

368

299

48

22

4.2

1,173

Reserves

4.6

Derivative financial instruments

Derivative financial instruments

Share capitalInterest-bearing liabilities

Pension assets

Prepaid costs

2021

13,135

2.7

Total non-current assets

2022

EquityDeferred tax

Other non-current assets

Note

Cash

1,189

902

Current assets

5,943

4,914

Assets34,08430,721Other provisions

4.5
3.2.5

Corporation tax

8

6

12,896

12,390

3,137

2,511

3,661

3,119

52

56

170

113
730

Other payables

3.2.3

768

Derivative financial instruments

4.2

40

77

223

171

Prepayments from customers
Current liabilities

8,053

6,778

Liabilities

20,94919,167

Equity and liabilities

34,08430,721

98
098

DFDS
AnnualReport2022
DFDS
AnnualReport2022

Notes
Consolidated
Financial Statements

Statement of change in equity 1 January – 31 December 2022

DKK million

of DFDS A/S

Noncontrollinginterests

Total

10,66911,446108

11,554

2,010

2,010

10

2,019

2,055

Share capital

Translation
reserve

Hedging
reserve

TreasurysharesRetainedearnings

1,173

-366

-5

-25

Equity at 1 January 2022

Equityattributable toequity holders

Comprehensive income for the year
Profit for the year
Other comprehensive income after tax
Total comprehensive income

0

-177

291

-177

291

0

-78

36

1,931

2,045

10

36

-1

Transactions with owners
Acquisition, non-controlling interests

1

1

-235

-235

Dividend on treasury shares

5

5

5

Extraordinary dividend paid

-235

-235

-235

Dividend paid
Dividend paid, non-controlling interests

0

0
-235

-3

-3

Extraordinary dividend on treasury shares

5

5

5

Share-based payments

20

20

20

Purchase of treasury shares
Total transactions with owners
Equity at 31 December 2022

The Parent Company’s share capital is divided into 58,631,578 shares of DKK 20 each. All shares have equal rights. There are
no restrictions on voting rights. The shares are fully paid up. The Board of Directors proposes to the 2022 Annual General
Meeting that a dividend of DKK 5.00 per share is paid in 2023. In addition, DKK 300m has been distributed during February
2023 through a share buyback.

-2

-30

-32

0

0

0

-2

-468

-470

-4

-474

-32

1,173

-543

286

-28

12,13313,022

114

13,135

99
099

DFDS
AnnualReport2022
DFDS
AnnualReport2022

Notes
Consolidated
Financial Statements

Statement of change in equity 1 January – 31 December 2021

DKK million
Equity at 1 January 2021

Equityattributable toequity holders

Noncontrollingof DFDS A/Sinterests

Total

Share capital

Translation
reserve

Hedging
reserve

TreasurysharesRetainedearnings

1,173

-394

147

-25

9,611

10,51189

10,600

958

958

18

976

Comprehensive income for the year
Profit for the year
Other comprehensive income after tax
Total comprehensive income

0

28

-151

28

-151

0

115

-8

-1

-9

1,073

950

16

966

0

2

12

12

12
-75

Transactions with owners
Addition related to acquisition, non-controlling interests
Share-based payments
Purchase of treasury shares

-4

-71

-75

Cash from sale of treasury shares related to exercise of share options

4

44

48

Total transactions with owners
Equity at 31 December 2021

2

48

0

0

0

0

-14

-15

2

-12

1,173

-366

-5

-25

10,66911,446108

11,554

100
100

DFDS
AnnualReport2022
DFDS
AnnualReport2022

Notes
Consolidated
Financial Statements

Statement of cash flows 1 January – 31 December
DKK million

Note

Operating profit before depreciation (EBITDA) and special items
Cash flow effect from special items related to operating activities
Adjustments for non-cash operating items, etc.

5.4

Change in working capital

5.4

2022

2021

DKK million

Note

2022

2021

4,955

3,411

Proceed from bank loans and loans secured by mortgage in ferries

-56

-51

64

62

6

148

Payment of pension liabilities and other provisions

-41

-33

Interest etc., received

50

26Interest etc., paid

-388

-302

Taxes paid

-109

-52

Cash flow from operating activities

4,480

3,208

Investments in ferries including dockings, etc.1)-1,747-1,14521

99-1,026

-421

113

64

Sale of ferries
Investments in other non-current tangible assets
Sale of other non-current tangible assets
Investments in non-current intangible assets

-70

-62

-280

-1,765

Divestment of enterprises and associates-2

20

Other investing cash flows

3

1

Cash flow from investing activities-2,989-3,210Free cash flow

1,491

-1

Acquisition of enterprises, associates, joint ventures and activities

5.5

4.3

3,903

1,762

Repayment and instalments of bank loans and loans secured by mortgage inferries
4.3-2,632-1,349

Repayment of corporate bonds incl. settlement of cross currency swap

4.3

-1,000

0

Payment of lease liabilities

4.3

-963

-834

Settlement of forward exchange contracts related to leases
Acquisition of treasury shares
Cash received from exercise of share options

4.7

15

90

-32

-75

0

48

Other financing cash flows-33

0

Dividends paid to non-controlling interests-30

Dividends paid to equity holders of DFDS A/S

-459

0

-1,203-359

Cash flow from financing activities
Net cash flow

288

-360

Cash and cash equivalents at 1 January

902

1,261

Foreign exchange adjustments of cash and cash equivalents
Cash and cash equivalents at 31 December2)

-2

1

1,189

902

1 The cash flow for 2021
includes an amount of DKK 19m
related to a net settlement of avessel swap where DFDS buys avessel of DKK 332m, sells a
vessel of DKK 165m, and settles
a loan receivable of DKK 149m.
2 At 31 December 2022 DKK175m (2021: DKK 167m) of the
cash was deposited on restrictedbank accounts. DKK 175m is not
restricted from January 2023.

101
101

DFDS
AnnualReport2022
DFDS
AnnualReport2022

Notes
Consolidated
Financial Statements

Notes
1. Basis of preparation of the Consolidated Financial Statements . . . . . . . 102

EBIT

NOPAT
(Section 2)

Corporate Income Tax
on EBIT

1. Basisof preparation
the Consolidated
Financial Statements .................... 105
103
2.
Net Operating
ProfitofAfter
Tax (NOPAT). . . . . . . . . . . . . . . . . . . . . . . . . . .
2.1. Segment information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
2. Net2.2.
Operating
Profit After Tax (NOPAT) ................................................................ 105
Revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
108
2.1 Segment
information ..................................................................................................109
106
2.3.
Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.4.
Employeecost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
2.2 Revenue............................................................................................................................
108
2.5.
Amortisation,
depreciation and impairment losses for the year. . . 110
2.3 Costs...................................................................................................................................
109
2.6.
Special Items,. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
2.4 Employee
costsnet.............................................................................................................
109
2.7. Tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
2.5 Amortisation, depreciation and impairment losses for the year............110
2.6 Special Items, net .........................................................................................................110
3. Invested Capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113
2.7 Tax.......................................................................................................................................
111
3.1.
Invested
Capital excluding Net Working Capital. . . . . . . . . . . . . . . . . 114

3.1.1. Non-current intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . 114
3. Invested Capital .............................................................................................................. 113
3.1.2. Non-current tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
3.1 Invested
Capitalexcluding
Capital ...........................................118
114
3.1.3. Rightof useassetsNet
andWorking
lease liabilities. . . . . . . . . . . . . . . . . .

ROICInvested Capital excl.
Net Working Capital(Section 3.1)
Invested Capital(Section 3)

3.1.1
Non-current
assets ...................................................................121
114
3.1.4.
Impairmentintangible
testing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.1.2
Non-current
tangible.......................................................................
116
3.1.5.
Assets classified
asassetsheld forsale. . . . . . . . . . . . . . . . . . . . . . . . 123
3.1.3 Right of use assets and lease liabilities ................................................118
Impairment
testing ..........................................................................................123
121
3.2. 3.1.4
Net Working
Capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.1.5
Assetsclassified
as held for sale .............................................................123
3.2.1.
Receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3.2.2. Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124
3.2 NetWorking....................................................................................................
123
3.2.3.
OtherCapital
payables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124

Net Working Capital(Section 3.2)

3.2.1
Receivables.........................................................................................................
123
3.2.4.
Pension andjubilee liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . 125
3.2.2
Inventories...........................................................................................................
124
3.2.5.
Other provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127
3.2.3 Other payables ..................................................................................................124
3.2.4 Pension and jubilee liabilities ....................................................................125
3.2.5 Other provisions ...............................................................................................127

4. Capital structure and finances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128
4. Capital
structureandandoperational
finances ...................................................................................
128
4.1. Financial
risks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129
4.2.
Information
financial risks
instruments. . . . . . . . . . . . . . . . . . . . . . . . . . .
4.1 Financial
andon
operational..............................................................................133
129
4.3.
Changes in liabilities
arisingfrom financing
activities. . . . . . . . . . . . 134
4.2 Information
on financial
instruments.................................................................
133
4.4.
Financialinincome
andcosts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.3 Changes
liabilities
arisingfrom financing activities ................................135
134
4.5. Interest-bearing liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136
4.4 Financial income and costs......................................................................................135
4.6. Equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137
4.5 Interest-bearing liabilities ........................................................................................136
4.7. Treasury shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137
4.6 Equity.................................................................................................................................
137
4.8.
Earnings
per share. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138
4.7 Treasury shares .............................................................................................................137
4.8 Earnings
per share........................................................................................................139
137
5. Othernotes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.1. Remuneration to the Executive Board and Board of Directors. . . . 139
5. Other.......................................................................................................................
5.2.notes
Fee toAuditors appointed at the annual General Meeting. . . . . . . . 138
140
5.1 Remuneration
to the Executive Board and Board of Directors ..............141
139
5.3.
Share based payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.4.
Cash
5.2 Feetoflow. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Auditors appointed at the Annual General Meeting ......................143
140
5.5.
Acquisitions
and non-controllinginterests. . . . . . . . . . . . . . . . . . . . . . 144
5.3 Share
based payment.................................................................................................
140
5.6. Guarantees, collateral and contingent liabilities . . . . . . . . . . . . . . . . 146
5.4 Cash flow..........................................................................................................................143
5.7. Contractual commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146
5.5 Acquisitions and non-controlling interests ......................................................144
5.8. Related party transactions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146
5.6 Guarantees, collateral and contingent liabilities ..........................................146
5.9. Events after the balance sheet date . . . . . . . . . . . . . . . . . . . . . . . . . . . 146
5.7 Contractual
commitments .......................................................................................147
146
5.10.
Company overview. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.8 Related party transactions ......................................................................................147
5.9 Events after the balance sheet date ...................................................................147
5.10 Company overview ...................................................................................................148

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Notes
Consolidated
Financial Statements

1. Basis of preparation of the Consolidated
Financial Statements

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Notes
Consolidated
Financial Statements

1. Basis of preparation of the Consolidated Financial Statements
In preparing the Annual Report, DFDS focuses on ensuring that the content isrelevant to the reader and that the presentation is clear.
The purpose is to provide an overview of what drives performance. The
structure of the notes reflects DFDS’ financial performance goal, ROIC, and thestructure aims at providing an enhanced understanding of each accounting area
by describing relevant accounting policies and any significant accounting
estimates and assessments related thereto at the end of each note.
The accounting policies have been made within the framework of the prevailingInternational Financial Reporting Standards (IFRS) as adopted by the EU. The
actual text of the standard is not repeated in the notes. The description of
accounting policies in the notes forms part of the overall description of DFDS’
accounting policies.
Basis of reporting
The 2022 Consolidated Financial Statements and Parent Company Financial
Statements of DFDS A/S have been prepared on a going concern basis and inaccordance with the IFRS as adopted by the EU, and additional Danish
disclosure requirements for listed companies. The Consolidated Financial
Statements are also in accordance with IFRS as issued by the International
Accounting Standards Board (IASB).
On 24 February 2023, the Board of Directors and the Executive Management
Board considered and approved the 2022 Annual Report of DFDS A/S. The
Annual Report will be presented to the shareholders of DFDS A/S for approvalat the ordinary Annual General Meeting on 22 March 2023.
Basis for preparation
The Consolidated Financial Statements and the Parent Company Financial
Statements are presented in Danish Kroner (DKK) which is the Parent
Company’s functional currency. The Consolidated Financial Statements and the
Parent Company Financial Statements are prepared according to the historicalcost convention except that derivatives and financial instruments classified as“Fair value through profit loss” (FVTPL) are measured at fair value.
Assets classified as held for sale are measured at the lower of the carrying
amount before the changed presentation and the fair value less costs to sell.
The accounting policies, set out below and in the notes, have been usedconsistently in respect of the financial year and to comparative figures.
Rounding
In general, rounding may cause variances in sums and percentages in the Annual
Report.

New International Financial Reporting Standards and Interpretations
In 2022, the Group has adopted all relevant amended accounting standards.
The changes are insignificant to the Group.
New standards and interpretations not yet adopted
The IASB has issued a number of amended standards and interpretations witheffective date post 31 December 2022, some of which have not yet beenendorsed by the EU. The new and amended Standards and Interpretations are
not mandatory for the financial reporting for 2022. The Group expects to adopt
the Standards and Interpretations when they become mandatory. None of thestandards and interpretations are expected to have a significant impact onrecognition and measurement.
Application of materiality and relevance
DFDS’ Annual Report is based on the concept of materiality and relevance toensure that the content is material and relevant to the user. This objective ispursued by providing relevant rather than generic descriptions and information.
When assessing materiality and relevance, due consideration is given to ensurecompliance with applicable accounting legislation etc. and to ensure that theConsolidated Financial Statements and Parent Company Financial Statements
give a true and fair view of the Group’s and the Parent Company’s financial
position at the balance sheet date and the operations and cash flows for thefinancial year.
The Consolidated Financial Statements and the Parent Company Financial
Statements consist of many transactions. These transactions are aggregatedinto classes according to their nature or function and presented in classes ofsimilar items in the Financial Statements and in the notes as required by IFRS. If
items are individually immaterial, they are aggregated with other items ofsimilar nature in the statements or in the notes. The disclosure requirements
throughout IFRS are substantial and DFDS provides these specific disclosuresrequired by IFRS unless the information is considered immaterial to theeconomic decision-making of the users of these Financial Statements or not
relevant for the Group.
Restatement rail transport revenue
Rail activities in Türkiye have historically been accounted on a net basis in the
Income statement. This has been changed for 2022 as DFDS acts as principal inthese activities. Comparative figures have been restated. For full-year 2021 theimpact from the restatement amounts to DKK 410m. The restatement increases
the revenue as well as operational cost but has no impact on EBITDA, EBIT,
Profit for the year or Equity.

Alternative performance measures
In the Annual Report DFDS presents certain financial performance measures
such as subtotals and key figures which are not required or defined under IFRS.
It is considered that these alternative measures provide relevant
supplementary information for the stakeholders of DFDS.
Significant income and expenses which DFDS assesses not to be directly
attributable to the operating activities or which are considered non-recurring
are presented in the Income statement in a separate line item labelled ‘Special
items’ in order to distinguish these items from other income statement items.
Reference is made to note 2.6 for more details on Special items. The Income
statement includes the subtotals ‘Operating profit before depreciation (EBITDA)and special items’ and ‘Operating profit (EBIT) before special items’ as these areassessed to provide a more transparent and comparable view of DFDS’ recurring
operating profit. In note 2.6 it is disclosed how the line items in the Income
statement would have been affected if ‘Special items’ had not been presented
in a separate line item.
For definitions of key figures please refer to the section ‘Definitions’.
Significant accounting policies
Accounting policies for Basis of consolidation are described below, whileaccounting policies for the remaining areas are included in the notes to which
they relate.
Management considers the accounting policies for the following areas as themost important for the Group: Consolidated Financial Statements; Revenue(note 2.2); Special items (note 2.6); Non-current intangible assets (note 3.1.1);
Ferries and other ships (note 3.1.2); Right-of-use assets/Leases (note 3.1.3);
Pension and jubilee liabilities (note 3.2.4); Financial and operational risks (note4.1); Business combinations (note 5.5); and Contractual commitments (note5.7). Accounting policies for Basis of consolidation, Non-controlling interests
and Translation of foreign currencies are described below, while accounting
policies for the remaining areas are included in the notes to which they relate.
Significant estimates and judgements
In the preparation of the Consolidated Financial Statements, Management
undertakes several accounting estimates and judgements and makes
assumptions which provide the basis for recognition and measurement of theassets, liabilities, revenues and expenses of the Group and the Parent Company.
These assumptions are based on historical experience and other factors such as
the war in Ukraine and the current world economy by their nature are uncertain
and unpredictable.

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Notes
Consolidated
Financial Statements

1. Basis of preparation of the Consolidated
Financial Statements (continued)
Significant estimates and judgements (continued)
The assumptions may be incomplete or inaccurate and unanticipated events orcircumstances may occur, for which reason the actual results may deviate fromthe applied estimates, assessments, and assumptions. In the opinion ofManagement, the following accounting estimates and judgements are significant
in the preparation of the Annual Report:••

Impairment testing of goodwill, definition of CGU’s, other non-current
intangible assets, ferries and other ships, other non-current tangible
assets, and Right-of-use assets. Reference is made to note 3.1.4.
Assessment of useful life and scrap values. Reference ismade to note 3.1.2.
Purchase Price Allocation in connection with acquisitions. Reference ismade to note 5.5.
Special items. Reference is made to note 2.6.
Deferred tax assets. Reference is made to note 2.7.
Leasing arrangements. Reference is made to note 3.1.3.
Derivatives. Reference is made to note 4.2.
Provisions and contingencies. Reference is made to note 5.6.

The Consolidated Financial Statements are based on the Parent Company andthe subsidiaries and are prepared by combining items of a uniform nature andeliminating intercompany transactions, shareholdings, balances, andintercompany gains and losses. The Consolidated Financial Statements areprepared by applying the Group’s accounting policies.
Investments in subsidiaries are eliminated against the proportionate share of thesubsidiaries’ net asset value at the acquisition date.
The Group’s investments in associates and joint ventures are recognised in theConsolidated Financial Statements at the Group’s proportionate share of theassociate’s / joint venture’s net asset value. Unrealised intercompany gains andlosses from transactions with associates and joint ventures are eliminated by theGroup’s interest in the respective associate/jointly controlled enterprise.

Descriptions of the significant accounting estimates and judgements are includedin the notes to which they relate.

Non-controlling interests
In the Consolidated Financial Statements, the individual financial line items ofsubsidiaries are recognised in full. The non-controlling interests’ share of theresults for the year and of the equity of subsidiaries which are not wholly owned
are included in the Group’s results and equity, respectively, but are presented
separately in the proposed profit appropriation and the Statement of change inequity. If a non-controlling interest has a put option to sell its ownership interest
to DFDS, the fair value of the put option is recognised as an interest-bearing
liability which means that the results for the year and equity attributable to noncontrolling interests are not presented separately in the proposed profit
appropriation and the Statement of change in equity.

Description of accounting policies

Translation of foreign currencies

Basis of consolidation
The Consolidated Financial Statements includes the Parent Company DFDS A/S
and the subsidiaries in which the Parent Company controls the financial andoperational policies. Control is obtained when the Group directly or indirectly
holds more than 50% of the voting rights in the enterprise (i.e. subsidiary) or if it,in some other way, controls the enterprise. Further, control also implies that theGroup is exposed, or has rights, to variable returns from its involvement with theinvestee and has the ability to affect those returns through its power over theinvestee. The Parent Company and these subsidiaries are referred to as theGroup.

Functional and presentation currency
Items included in the Financial Statements of each of the Group’s enterprises aremeasured using the functional currency of the primary economic environment inwhich the enterprise operates. The Consolidated Financial Statements arepresented in Danish Kroner (DKK).

•
•
•
•
•
•

Enterprises, which are not subsidiaries, over which the Group exercises significant
influence, but which it does not control, are considered associates. Significant
influence is obtained by direct or indirect ownership or control of more than 20%of the voting rights but less than 50%.
Enterprises which according to agreement are controlled together with one ormore other companies are considered joint controlled entities.

Translation of transactions and balances
On initial recognition, foreign currency transactions are translated into thefunctional currency using the exchange rate prevailing at the date of transaction.
Currency gains and losses resulting from the settlement of these transactions aswell as from the translation at year-end exchange rates of monetary assets andliabilities denominated in foreign currencies are recognised in the Income
statement as Financial income or cost except when deferred in equity as
qualifying for cash flow hedges.
Currency gains and losses on non-monetary items recognised at fair value, suchas securities measured at Fair Value Through Profit and Loss (FVTPL), arerecognised in the same line item as the fair value gain or loss.

Non-current assets acquired in foreign currency are translated at the exchange
rate prevailing at the date of acquisition. Gains and losses on hedges relating to
the acquisition of non-current assets are recognised as part of the value of the
non-current asset at its initial recognition.
Translation of subsidiaries
In the Consolidated Financial Statements, the Income statement items ofsubsidiaries with a functional currency different from DKK are translated at the
average exchange rate, while the balance sheet items are translated at theexchange rates at the end of the reporting period.
Foreign exchange differences arising on translation of such subsidiaries’ equity atthe beginning of the reporting period to the exchange rates at the end of thereporting period and on translation of the Income statements from averageexchange rates to the exchange rates at the end of the reporting period arerecognised in Other Comprehensive Income and attributed to a separatetranslation reserve under equity. The exchange rate adjustment is allocatedbetween the Parent Company’s and the non-controlling interests’ share of equity.
When losing control of a consolidated entity, exchange differences which haveaccumulated in Equity via Other Comprehensive Income, and which are
attributable to the enterprise, are transferred from Other Comprehensive Income to the Income statement together with any gains or losses associated withthe disposal.
Report under the ESEF regulation
The Commission Delegated Regulation (EU) 2019/815 on the European Single
Electronic Format (ESEF Regulation) has introduced a single electronic reporting
format for the annual financial reports of issuers with securities listed on the EU
regulated markets. The Group’s iXBRL tags have been prepared in accordancewith the ESEF taxonomy, which is included in the ESEF Regulation and developed
based on the IFRS taxonomy published by the IFRS Foundation. The Annual
Report submitted to the Danish Financial Supervisory Authority (the Officially
Appointed Mechanism) consists of the XHTML document together with thetechnical files, all of which are included in the ZIP file DFDS-2022-12-31-en.zip.
Key figures
Key figures are calculated in accordance with the latest version of the Danish
Finance Society’s guidelines, ‘Recommendations and Financial Ratios’. The key
figures stated in the overview with consolidated financial highlights are definedon the ‘Definitions and Glossary’ page.

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Notes
Consolidated
Financial Statements

2. Net Operating Profit After Tax (NOPAT)
Return on invested capital (ROIC) is a strategic key ratio to DFDS when measuring the financial performanceof our business. DFDS’ minimum return target goal is a ROIC of at least 8.0%.
This section provides the notes of the main components that forms the basis of Net operating profit after tax (NOPAT)
which is a measure of profit that excludes the costs and tax benefit of debt financing by measuring the earnings
before interest and taxes (EBIT) adjusted for corporate income tax on EBIT.
Together with invested capital, NOPAT forms the basis of the ROIC calculation. Reference is made to section 3.

DKK million

Note

2022

2021

Revenue

2.1, 2.2

26,873

18,2792.3

Costs:
Ferry and other ship operation and maintenance-6,426-3,880Freight handling-3,090-2,598Transport solutions-6,657-4,303-4,730-3,444

Employee costs
Cost of sales and administration-1,015-643

Operating profit before depreciation (EBITDA) and special items

4,955

3,411

Share of profit/loss from associates and joint ventures

-14

-13

Profit on disposal of non-current assets, net

212-2,505-2,087

2,457

1,313

Amortisation, depreciation, and impairment losses on intangible assets andtangible assets and Right-of-use assets

EBIT

Operating profit (EBIT)

Corporate Income Tax
on EBIT

ROIC

Invested Capital excl.
Net Working Capital(Section 3.1)
Invested Capital(Section 3)

Net Working Capital(Section 3.2)

2.5

Operating profit (EBIT) before special items
Special items, net

NOPAT(Section 2)

2.4

2.6

25

34

2,482

1,348

Corporate income tax on EBIT¹)

-162

-107

Net Operating Profit After Tax (NOPAT)

2,319

1,240

Net Operating Profit After Tax (NOPAT) before special items

2,294

1,206

Return on invested capital (ROIC)

8.7%

5.3%

Return on invested capital (ROIC) before special items

8.6%

5.2%

1 Corporate income tax is
calculated for each entity within
the Group following the tax
legislation and current tax ratein each tax jurisdiction adjusted
by the tax effect from financial
items. The amounts per entity
are then consolidated.

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Notes
Consolidated
Financial Statements

2.1 Segment information
The segments together with allocation of operating profit, assets and liabilities etc. are identical with the internal reporting
structure of the Group. Management has defined the Groups’ business segments based on the reporting regularly presented
to the Group Executive Management, which also forms the basis for management decisions. Segment performance isevaluated by management based on EBITDA before special items and EBIT before special items.
The costs of the segments are the directly recorded costs including some systematically allocated indirect costs, primarily
concerning Group functions.
Non-allocated costs reflect the general functions which cannot reasonably be allocated to the segments. The costs consist
primarily of costs concerning the Group Executive Management and Board of Directors but also Group functions such as
Treasury, Investor Relations, Legal, Procurement, Communication, and Finance etc. In addition, the elimination of transactions
between segments is included. Transactions between segments are concluded at arm’s length terms.
Segment assets include assets which are directly related to the segment such as non-current intangible, non-current tangible,
other non-current and Right-of-use assets, inventories, receivables, prepayments, and cash. Segment liabilities include
current and non-current liabilities.
The Ferry Division’s activities are divided into five Business units: North Sea, Mediterranean, Channel, Baltic Sea andPassenger.
Ferry Division operates ferry routes in and around Europe transporting freight units, mainly trailers, and passengers.
The routes deploy a mix of freight ferries, freight and passenger ferries as well as passenger cruise ferries. In addition, port
terminals are owned and/or operated at strategic hubs of the route network. The freight customers are mainly forwarders
and hauliers as well as manufacturers of heavy industrial goods. The main passenger customer groups are passengers
travelling with own cars, mini cruise passengers, tour operators, and business conferences.
The Logistics Division’s activities are divided into two Business units: Dry Goods and Cold Chain.
Logistics Division provides transport solutions for full- and part loads as well as contract logistics solutions, including
warehousing and transport of frozen meat and fish (Cold Chain). In addition, container ships, including vessel sharing
agreements with other container operators, are operated. The customers are primarily manufacturers of industrial goods andconsumables as well as retailers.

2022
DKK million

Ferry
Division

Logistics
Division

External revenue

15,503Intragroup revenue

1,329

Revenue

16,831

Operating costs, external
Intragroup operating costs

NonallocatedTotal

11,352

18

26,873

71

606

2,006

11,423624

28,879-12,371-8,887-660-21,919-494-1,471-40-2,005

Operating profit before depreciation (EBITDA) andspecial items

3,966

1,066

-76

4,955

Share of profit/loss of associates and joint ventures

-13

-1

0

-14

2

19

0

21

Depreciation, amortisation, and impairment losses onother non-current assets-1,816-603-86-2,505

Operating profit (EBIT) before special items

2,138

480

-162

2,457

18

7

0

25

2,156

487

-162

2,482

Profit on disposal of non-current assets, net

Special items, net
Operating profit (EBIT)
Financial items, net-343

Profit before tax

2,139

Tax on profit-120

Profit for the year

2,019

Capital expenditures of the year

2,064

966

131

8

3

0

11

Total assets

25,116

7,265

1,703

34,084

Liabilities

12,234

3,127

5,588

20,949Investments in associates and joint ventures

3,162

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Notes
Consolidated
Financial Statements

2.1 Segment information (continued)
2021
DKK million

Ferry
Division

Logistics
Division

NonallocatedTotal

External revenue

11,1807,081

18

18,279Intragroup revenue

1,036

74

508

1,618

Revenue

12,216

7,155

526

19,897

Operating costs, external-8,821-5,516-531-14,868

Intragroup operating costs-542-1,047-30-1,618Operating profit before depreciation (EBITDA) andspecial items

2,852

593

-34

3,411

Share of profit/loss of associates and joint ventures

-13

0

0

-13

4

-1

0

2

Profit on disposal of non-current assets, net
Depreciation, amortisation and impairment losses onother non-current assets-1,684-322-81-2,087

Operating profit (EBIT) before special items

1,160

269

-116

1,313

12

2

20

34

1,172

271

-96

1,348

Special items, net
Operating profit (EBIT)
Financial items, net-278

Profit before tax

1,069

Tax on profit-94

Profit for the year

976

Capital expenditures of the year

1,644

2,400¹⁾

71

23

3

0

26

Total assets

23,556

5,899

1,266

30,721

Liabilities

11,897

2,519

4,751

19,167

Investments in associates and joint ventures

4,115

Geographical breakdown
The Group does not have a natural geographic split on countries since the Group, mainly Ferry Division, is based on aconnected route network in primarily Northern Europe and Mediterranean. The routes support each other with sales andcustomer services located in one country whereas the actual revenue is created in other countries. Consequently, it is notpossible to present a meaningful split of revenues and non-current assets by country.
The split is therefore presented by the sea and geographical areas in which DFDS operates. The geographical split of revenue
is shown in the revenue note. Reference is made to note 2.2.
The applied split results in seven geographical areas: North Sea, Mediterranean, Baltic Sea, English Channel, Continent, Nordic
and UK/Ireland. As a consequence of the Group’s business model, the routes do not directly own the ferries, but charter the
ferries from a Group internal vessel pool.
The ferries are frequently moved within the Group’s routes. Furthermore, certain non-current assets such as IT-software andheadquarter owned corporate assets are for the benefit for the entire Group. It is therefore not possible to meaningfully
estimate the exact value of the non-current assets per geographical area. Instead, an adjusted allocation has been used.

DKK million

North
Sea

Mediterranean

BalticSea

EnglishChannelContinent

NordicUK/
Ireland

Total

8,872

8,924

2,604

2,473

2,563

1,612

1,094

28,141

8,330

9,042

1,780

2,390

2,324

1,465

477

25,8072022
Non-current assets
2021
Non-current assets

Accounting policies
The segment information has been compiled in conformity with the Group’s accounting policies
and is in accordance with the internal management reports.

1 Addition of capital
expenditures of the year
primarily relates to theacquisition of HSF Logistics
Group. Reference is made tonote 5.5

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Notes
Consolidated
Financial Statements

2.2 Revenue
2022
Ferry Division

Logistics
Division

NonallocatedTotal

North Sea

5,630

-

0

5,630

Mediterranean

4,471

-

0

4,471

Baltic Sea

1,496

-

0

English Channel

DKK million

2021
Ferry Division

Logistics
Division

NonallocatedTotal

North Sea

3,849

-

0

3,849

Mediterranean

3,378

-

0

3,378

1,496

Baltic Sea

1,350

-

0

1,350

Geographical markets

DKK million
Geographical markets

3,906

-

0

3,906

English Channel

2,603

-

0

2,603

Continent

-

4,416

0

4,416

Continent

-

3,156

0

3,156

Nordic

-

4,418

0

4,418

Nordic

-

2,327

0

2,327

UK/Ireland

-

2,518

0

2,518

UK/Ireland

-

1,598

0

1,598

Other

0

0

18

18

Other

0

0

18

18

Total

15,503

11,352

18

26,873

Total

11,1807,081

18

18,27910,42527

0

10,452

Seafreight and shipping logistics solutions

8,432

98

0

8,530

595

10,820011,415

Transport solutions

434

6,778

0

7,212
976

Product and services
Seafreight and shipping logistics solutions
Transport solutions
Passenger seafare and onboard sales

Product and services

2,982

0

0

2,982

Passenger seafare and onboard sales

976

0

0

Terminal services

953

6

0

959

Terminal services

851

6

0

856

Charters including related income

331

0

0

331

Charters including related income

311

0

0

311

Agency and other revenue

216

498

18

733

Agency and other revenue

176

199

18

393

15,503

11,352

18

26,873

11,1807,081

18

18,279

Total

Revenue includes revenue recognised from contracts with customers in accordance with IFRS 15 and other revenue(leasing activities). Revenue from leasing activities amounts to DKK 374m (2021: DKK 311). Onboard sales amounts to
DKK 1,327m (2021: DKK 449m).

Total

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Notes
Consolidated
Financial Statements

2.2 Revenue (continued)

2.4 Employee costs

Accounting policies
Revenue from transport of passengers, freight and from rendering terminal and warehouse services etc, isrecognised in the Income statement at the time of delivery of the service to the customer, which is the time where
the control is transferred and when each separate performance obligation in the customer contract is fulfilled
following the “over-time principle”. Some of the ferry and freight transports have a series of performanceobligations, but as the duration of these transports are short term the impact from splitting these contracts into
“distinct services” will not have material impact. Most transports carried out by the Ferry Division are characterisedby short delivery time (Most sailings are less than 30 hours while sailings to/from Türkiye are up to 72 hours).
Transports carried out by the Logistics Division can take delivery over a longer period.
Revenue from chartering out ferries is recognised straight line over the duration of the agreement. Onboard sales isrecognised at a “point in time”. Revenue is measured at fair value excluding value added tax and after deduction of
trade discounts. Trade receivables are not adjusted for any financing component when recognised. The generalcredit terms are overall short and are following market terms.
Accounting estimates and judgements are made in order to determine time of delivery and accrue for relevant
income along with evaluation of pricing. These accounting estimates and judgements are based on experience andhistorical sales figures along with a continuous follow-up on service delivered.

2.3 Costs
DKK million

2022

2021

Ferry and other ship cost including charter related cost

-2,329-1,583

Bunker

-4,097-2,297

Total ferry and other ship operation and maintenance-6,426-3,880Ferry and other ship operation and maintenance:

Accounting policies for Costs
Ferry and other ship cost comprise costs of sales related to catering as well as maintenance and daily runningcosts of ferries and other ships. Bunker consumption includes hedging. Impairments and realised losses on tradereceivables are included in ferry and other ship operation and maintenance. Freight handling and Transport
solutions are cost related to land-based activities such as stevedoring, terminal, and haulage costs. Costs of sales
and administration comprise costs of sales, marketing, and administration.

DKK million

2022

2021

Wages, salaries and remuneration

3,848

2,839

Hereof capitalised employee costs

-47

-33

Defined contribution pension plans

185

139

Defined benefit pension plans

14

7

Other social security costs

372

284

Share based payment

30

37

Other employee costs

333

226

Government grants (Covid-19)

-5

-55

Total employee costs

4,730

3,444

Full time equivalents (FTE), average

11,5108,874

Reference is made to note 3.2.4 for detailed information on pension plans, note 5.1 for detailed information on remunerationof Management and note 5.3 for detailed information on the Group’s share option schemes.

Accounting policies for employee costs
Wages, salaries, social security contributions, pension contributions, paid annual leave and sick leave, bonuses,
and non-monetary benefits are accrued in the year in which the associated services are rendered by employees of
the Group. Where the Group provides long-term employee benefits, the costs are accrued to match the renderingof the services by the employees.

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Notes
Consolidated
Financial Statements

2.5 Amortisation, depreciation, and impairment losses for the year
DKK million

2.6 Special Items, net

2022

2021

2022

2021

Software48

44

Acquisition and integration costs relating to HSF Logistics Group

0-29

Adjustment of earn-out regarding an acquisition

4

Port concession rights etc.

35

0

35

Accounting gain on sale of Gothia Seaways

0

20

Other non-current intangible assets

52

20

Accounting gain on sale of Calais Seaways

0

26

9

Accounting gain on sale of office and warehousing building in Belgium

0

31

0

16

Amortisation and depreciation for the year:

Land & Buildings

15

DKK million

Terminals

59

49

Accounting gain related to disposal of an associated company

Ferries and other ships

927

850

Reversal of accrued cost related to Jubilee shares

04

Equipment etc.

328

206

Reversal of restructuring cost (2021: restructuring costs etc.)

19

-63

ICT Logistics value adjustment, etc.

20

Right-of-use assets

1,042

874

Total amortisation and depreciation for the year

2,505

2,087

Impairment losses for the year:
Equipment etc.

10Total impairment

1

0

2,505

2,087

Total amortisation, depreciation and impairment losses for the year

Reversal of impairment of a freight ferry made in connection with reclassification toassets held for sale

029

Special items, net

25

34

If special items had been included in the operating profit before special items, theywould have been recognised and have effect as follows:
Operating costs

19

-89

Operating profit before depreciation (EBITDA)

19

-89

Profit on disposal of non-current assets and associates, net

094

Amortisation, depreciation, and impairment losses on intangible and tangible assets-7

29

Financial income

130Profit before tax

25

34

Accounting policies
Amortisation and depreciation for the year are recognised based on the amortisation and depreciation profiles of
the underlying assets. Reference is made to note 3.1.1, 3.1.2 and 3.1.3.

Accounting policies
Special items include significant income and expenses not directly attributable to the Group’s recurring operating
activities such as material restructuring of processes and significant organisational restructurings/ changes which
are of significance over time. In addition, other non-recurring amounts are classified as special items including
impairment of goodwill; significant impairments and reversal of impairments of non-current tangible assets;
significant acquisition costs and integration costs in connection with large business combinations; changes toestimates of contingent considerations related to business combinations; gains and losses on the disposal ofactivities; and significant gains and losses on the disposal of non-current assets. These items are classified
separately in the Income statement in order to provide a more transparent view of income and costs that areconsidered not to have recurring nature.

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Notes
Consolidated
Financial Statements

2.7 Tax
DKK million

2022

2021

Tax in the Income statement:
Current tax

-188

-104

Movement in deferred tax for the year

8-28

Adjustment to corporation tax in respect of prior years

414

Adjustment to deferred tax in respect of prior years

170

Effect of change in corporate income tax rate

-3

-2

Write-down of deferred tax assets

0-1

Reversal of write-down of deferred tax assets

10

1

-152

-120

Tax in the Income statement

-120

-94

Tax in Other comprehensive income

-32

-26

Tax for the year

-152

-120

Tax in the income statement can be specified as follows: Profit before tax

2,139

1,069

Income subject to tonnage tax-1,696-640

Profit before tax subject to corporate income tax

443

430

22% tax of profit before tax

-97

-95

Adjustment of calculated tax in foreign subsidiaries compared to 22%-53

Tax for the year
Tax for the year is recognised as follows:

Tax effect of:
Non-taxable/non-deductible items

-40

-41

Tax asset for the year, not recognised

-10

-10

Utilisation of non-capitalised tax assets

339

Adjustments of tax in respect of prior years

32

13

-117

-91

-3

-3

-120

-94

Corporate income tax
Tonnage tax
Total tax in the income statement
Effective tax rate (%)

5.6

8.7

Effective tax rate before adjustment of prior years’ tax (%)

7.1

10.0

Tax in Other comprehensive income can be specified as follows:
Corporate income tax

-31

-25

Movement deferred tax-1-1

Total tax in Other comprehensive income

-32

-26

The majority of the ferry activities performed in the Danish, Turkish, French and Lithuanian enterprises in the Group areincluded in local tonnage tax schemes where the taxable income related to transportation of passengers and freight iscalculated based on the tonnage deployed during the year and not the actual profits generated. Taxable income related toother activities is taxed according to the normal corporate income tax rules and at the standard corporate tax rates.
In 2022, the Group realised a total effective tax rate adjusted for prior years’ tax of 7.1% (2021: 10.0%) and 33.6% (2021:
24.1%) on income subject to normal corporate income tax. Addition on acquisition of enterprises primarily relates to theacquisition of the ICT group and Lucey Transport Logistics Ltd. in 2022. The movement in deferred tax recognised in othercomprehensive income primarily relates to value adjustments of financial instruments in Denmark.
DFDS A/S and its Danish subsidiaries are subject to compulsory joint taxation with Lauritzen Fonden Holding ApS and its
Danish controlled enterprises. Lauritzen Fonden Holding ApS is the administration company in the joint taxation and settles
all payments of corporation tax due by the joint taxed enterprises. In accordance with the Danish rules on joint taxation,
DFDS A/S and its Danish subsidiaries are liable for their own corporate tax due and are only subsidiary and pro rata liable forthe corporation tax liabilities towards the Danish tax authorities for all other enterprises that are part of the Danish joint
taxation.
DKK million

Deferred tax

2022
Land andFerries buildings,
and terminals
other and otherships equipment Provisions

Tax loss
carriedforward

Other

Total

Deferred tax at 1 January

154

180

-1

-18

19

334

Foreign exchange adjustments

-12

-2

0

1

0

-13

Impact from change in corporate income tax rate

0

7

1

-5

0

3

Addition on acquisition of enterprises

0

19

0

0

0

19

Recognised in the Income statement

-8

3

4

-11

7

-5

Recognised in other comprehensive income

0

0

-14

11

0

-3

Adjustment regarding prior years recognised in
the Income statement

0

16

-3

-1

-33

-21

Adjustment regarding prior years recognised inother comprehensive income

0

0

4

0

0

4

Utilisation of tax losses between jointly taxedcompanies

0

0

0

2

0

2

Write-down of deferred tax assets

0

0

0

0

0

0

Reversal of write-down of deferred tax assets

0

0

0

-10

0

-10

134

223

-9

-31

-7

310

Deferred tax at 31 December

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Notes
Consolidated
Financial Statements

2.7 Tax (continued)

Significant accounting estimates and assessments

DKK million

Deferred tax

2021
Land andbuildings,
Ferries terminals
and other and otherships equipment Provisions

Tax loss
carriedforward

Other

Total

174

28

-28

-11

-2

160

Foreign exchange adjustments

-3

0

-1

0

0

-5

Impact from change in corporate income tax rate

0

1

0

0

0

2

Addition on acquisition of enterprises

0

151

0

0

-2

150

Recognised in the Income statement

-8

-2

4

-4

13

3

Recognised in other comprehensive income

0

0

24

0

1

25

Adjustment regarding prior years recognised in
the Income statement

-9

1

1

-2

9

0

Write-down of deferred tax assets

0

0

0

1

0

1

Reversal of write-down of deferred tax assets

0

0

0

-1

0

-1

154

180

-1

-18

19

334

2022

2021

Deferred tax at 1 January

Deferred tax at 31 December

DKK million
Deferred tax is recognised in the balance sheet as follows:
Deferred tax assets

-49

-31

Deferred tax liabilities

359

366

Deferred tax at 31 December, net

310

334

The Group has unrecognised tax losses carried forward of DKK 803m with a tax value of DKK 185m (2021: tax losses of
DKK 591m, tax value of DKK 144m). Of the unrecognised tax losses carried forward of DKK 803m (2021: DKK 591m) an
amount of DKK 759m expires within the next five years (2021: DKK 489m) and DKK 44m expires after more than five years(2021: DKK 102m). The tax losses of DKK 803m (2021: DKK 591m) have not been recognised as it has been assessed thatthe losses cannot be utilised in the foreseeable future.
The Group is liable to a contingent tax that may arise at the withdrawal from tonnage taxation schemes. The Group controls
the withdrawal and has no plans to withdraw from the schemes and consequently no deferred tax has been recognised.

Deferred tax assets, including the tax value of tax losses carried forward, are recognised to the extent thatManagement assesses that the tax asset can be utilised through positive taxable income in the foreseeable future
which usually is within 3-5 years. Assessment is performed annually based on forecasts, business initiatives andlikely structural changes for the coming years.

Accounting policies
Tax for the year comprises income tax, tonnage tax, and joint taxation contribution for the year of Danish
subsidiaries as well as changes in deferred tax for the year. Additionally, the tax for the year comprises
adjustments to prior years taxes and changes in the assessment of provisions for uncertain tax positions. The tax
for the year is recognised in the Income statement or in the equity in correlation to the underlying transaction.
The current payable Danish corporation tax is allocated by the settlement of a joint taxation contribution between
the jointly taxed companies in proportion to their taxable income. Companies with tax losses receive joint taxation
contributions from companies that have been able to utilise the tax losses to reduce their own taxable profit. Tax
computed on the taxable income and tonnage tax for the year is recognised in the balance sheet as payable orreceivable corporate tax considering on-account/advance payments.
Deferred tax is provided using the liability method on temporary differences between the carrying amount and thetax base of the assets and liabilities at the reporting date. However, deferred tax is not recognised on temporary
differences relating to non-tax-deductible goodwill that arose on acquisition date without impacting the result or
taxable income. Deferred tax relating to assets and liabilities subject to tonnage taxation is recognised to theextent that deferred tax is expected to crystallise. Deferred tax assets are recognised for all deductible temporary
differences and the carry forward of any unused tax losses. Deferred tax assets are recognised to the extent that itis probable that taxable profit will be available against which the deductible temporary differences, and the carryforward of unused tax losses, can be utilised in the foreseeable future. The carrying amount is reviewed at eachreporting date.
Deferred tax is measured based on the expected use and settlement of the individual assets and liabilities andaccording to the tax rules and at the known tax rates applicable at the balance sheet date when the deferred tax is
expected to crystallise as current tax. The change in deferred tax as a result of changes in tax rates is recognised in
the Income statement. Uncertain tax positions are measured, depending on the type, either as a probabilityweighted average of possible outcomes or as the most likely outcome. Uncertain tax positions are recognised
either as payable/ receivable tax and/or as deferred tax assets/liabilities.

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AnnualReport2022

Notes
Consolidated
Financial Statements

3. Invested Capital
Invested capital is a key component when calculating ROIC. Reference is made to section 2 for more details about ROIC.
The following section provides the notes of the main components that forms basis of the Invested capital being Net working
capital (non-interest-bearing current assets minus non-interest bearing current liabilities plus non-current prepaid costs
minus pension and jubilee liabilities and other provisions) plus non-current intangible and tangible assets. Furthermore,notes that are closely related to the Non-current intangible, tangible assets, and Right-of use assets such as Impairment
testing is also included in this section.

DKK million

Note

2022

2021

Invested capital excluding Net Working Capital:
Non-current intangible assets

3.1.1

6,444

6,252

Non-current tangible assets

3.1.2

16,54915,263Right-of-use assets

3.1.3

4,648

3,926

Investments in associates and joint ventures
Invested capital excluding Net Working Capital

11

26

27,651

25,467

Net Working Capital:
Receivables (excluding interest-bearing receivables)

3.2.1

4,031

3,437

Inventories

3.2.2

324

269

492

521
36

Prepaid costs

EBIT

NOPAT
(Section 2)

Corporate Income
Tax on EBIT

Derivatives, related to operating activities, financial assets measured at fair
value

4.2

102

Derivatives, related to operating activities, financial liabilities measured at fair
value

4.2

-40

-2

Pension assets

3.2.4

0

25

Pension and jubilee liabilities

3.2.4

-88

-76

Other provisions

3.2.5

-96

-173

Trade payables-3,661-3,119Corporation tax

-170

-113

-768

-730

Prepayments from customers

-223

-171

Net Working Capital

-98

-98

Invested capital

27,55425,369Average invested capital

26,52323,324

Other payables

ROIC

Invested Capital excl.
Net Working Capital(Section 3.1)
Invested Capital(Section 3)

Net Working Capital(Section 3.2)

3.2.3

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AnnualReport2022

Notes
Consolidated
Financial Statements

3.1 Invested Capital excluding Net Working Capital

1 Reference made to note 5.5.
2 Relates to addition of Lucey
Transport (DKK 111m) and ICT
Logistics (DKK 19m).

3.1.1 Non-current intangible assets
DKK million

Cost at 1 January 2022
Foreign exchange adjustments

GoodwillPort
concession
rights etc.

Other noncurrent
intangible
assets

4,400

1,213

656

663

14

Development projects in
Softwareprogress

Total
6,947

Cost at 1 January 2021

-22

0

-3

0

0

-25

Foreign exchange adjustments

1441)

0

1302)

0

0

274

Addition on acquisition of enterprises

0

0

0

1

703)

70

Disposals

0

0

-9

-15

0

Transfers

0

0

0

73

-72

4,522

1,213

773

721

12

7,241

Addition on acquisition of enterprises
Additions

Cost at 31 December 2022
Amortisation and impairment losses
at 1 January 2022

3,552

1,214

113

562

55

Development
projects in
Softwareprogress

Total
5,496

0

2

0

0

10

0

5405)

0

0

1,381

Additions

0

0

0

0

626)

62

-25

Disposals

0

0

0

-2

0

-2

0

Transfers

0

0

0

102

-102

0

4,400

1,213

656

663

14

6,947
595

152

57

365

0

694

-5

0

-2

0

0

-7

Amortisation charge

0

35

52

48

0

Disposals

0

0

-9

-15

Transfers

0

0

0

0

Cost at 31 December 2021
Amortisation and impairment losses
at 1 January 2021

119

117

36

323

0

Foreign exchange adjustments

1

0

1

0

0

2

135

Amortisation charge

0

35

20

44

0

99

0

-25

Disposals

0

0

0

-2

0

-2

0

0

Transfers

0

0

0

0

0

0

120

152

57

365

0

694

4,280

1,061

599

298

14

6,252

115

187

98

397

0

797

4,407

1,026

676

324

12

6,444

The carrying amount of completed software and development projects in progress primarily relates to a Passenger booking
system, a Transport Management System, an onboard sales system, an ERP system, and various digital products.
For information regarding the impairment tests reference is made to note 3.1.4.

Other noncurrent
intangible
assets8120

Carrying amount at 31 December
2022

GoodwillPort
concession
rights etc.

8404)

Foreign exchange adjustments

Amortisation and impairment losses
at 31 December 2022

3 Primarily relates to theimplementation of an ERP
system.

DKK million

Amortisation and impairment
losses at 31 December 2021
Carrying amount at
31 December 2021

4 Addition of goodwill relates
to the acquisition of HSF
Logistics Group DKK 756m,
acquired existing goodwill in
HSF Logistics Group DKK 81m
and GA Åkerierna DKK 3m.
5 Relates to the acquisition of
HSF Logistics Group DKK 538m
and GA Åkerierna AB DKK 2m.
6 Primarily relates to theimplementation of an ERP
system.

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Notes
Consolidated
Financial Statements

3.1.1 Non-current intangible assets (continued)
Accounting policies (continued)

Recognised goodwill is attributable to the following cash generating units:
DKK million

Development projects in progress
2022

2021

3,023

2,990

Dry Goods

427

346

Cold Chain

957

944

4,407

4,280

Ferry:
North Sea, Baltic Sea and Mediterranean
Logistics:

Total

Development projects in progress, primarily development of IT software, are recognised as non-current intangible
assets if the following criteria are met:••••

The projects are clearly defined and identifiable.
The Group intends to use the projects once completed.
The future earnings from the projects are expected to cover the development and administrative costs. and
The cost can be reliably measured.

The amortisation of capitalised development projects starts after the completion of the development project andis recognised on a straight-line basis over the expected useful life, which normally is 3-5 years, but in certain cases
up to 10 years (latter applies to significant internally developed commercial and operational systems).
Other non-current intangible assets

Accounting policies
Non-current intangible assets - Other than goodwill
Generally, the following applies unless otherwise stated:• Assets are measured at cost less accumulated amortisation and impairment losses.
• The cost includes costs to external suppliers, materials and components, direct wages, salaries, and interests
paid as from the time of payment until the date when the asset is available for use.
• The assets are amortised on a straight-line basis over the estimated useful life.
• The effect from changes in amortisation period or the residual value is recognised prospectively as a change in
the accounting estimate.
Goodwill
At initial recognition goodwill is recognised in the Balance sheet at cost, as described in note 5.5 ‘Businesscombinations’. Subsequently, goodwill is measured at cost less accumulated impairment losses. Goodwill is notamortised. An impairment test is performed at least once a year together with other non-current assets of theGroup. The book value of goodwill is allocated to the Group’s cash-generating units at the time of acquisition.

Other non-current intangible assets comprise the value of customer relations or similar, identified as part ofbusiness combinations, and which has definite useful life. Other non-current intangible assets are measured at costless accumulated amortisation and impairment losses. Amortisation is recognised on a straight-line basis over the
expected useful life, which normally is 3-5 years, except from customer portfolio which is up to 15 years.
Port concession rights
Port concession rights comprise the value of access to strategically placed ports which is recognised at their fairvalue at the acquisition date. Acquired port concession rights are amortised over the concession period.

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Notes
Consolidated
Financial Statements

3.1.2 Non-current tangible assets

1 Primarily relates to deliveryof two new vessels.
2 Relates to the acquisition of
HSF Logistics Group and GAÅkerierna AB.

DKK million

DKK million

Ferriesand other Equipment
ships
etc.

Assets underconstruction
and prepayments

Total

Land andbuildings

Terminals

Cost at 1 January 2022

482

1,230

20,218

2,486

1,368

25,785

Foreign exchange adjustments

-14

-16

-147

-33

-2

-211

Assets underconstruction
Equipment
and preetc.
payments

Land andbuildings

Terminals

Ferriesand otherships

Cost at 1 January 2021

230

1,174

19,3681,787

887

23,446

Foreign exchange adjustments

11

20

-19

22

0

34

Addition on acquisition of enterprises

3

0

0

24

0

28

2402)

0

0

5492)

92)

798

Additions

71

49

313

340

2,017

2,790

Additions

2

23

3993)

143

1,306

1,874

Disposals

-11

0

-453

-160

-1

-625

Disposals

-24

-3

-344

-101

-3

-475

Transfers

85

132

2,4401)363-3,014

5

Transfers

16

15

7104)

86

-831

-3

Cost at 31 December 2022

616

1,395

22,372

3,020

369

27,771

Depreciation and impairment losses at
1 January 2022

Transferred to/from assets classified
as held for sale

7

0

1045)

0

0

111

55

512

8,760

1,197

0

10,522

Cost at 31 December 2021

482

1,230

20,218

2,486

1,368

25,785

Foreign exchange adjustments

-2

-11

-87

-17

0

-117

Depreciation charge

15

59

927

328

0

1,328

Depreciation and impairment losses
at 1 January 2021

46

454

8,149

1,064

0

9,713

Foreign exchange adjustments

1

13

-4

12

0

22

Depreciation charge

9

49

850

206

0

1,114

Reversal of impairment

0

0

-296)

0

0

-29

Disposals

-8

-3

-326

-89

0

-426

Transfers

7

-3

0

4

0

8

Transferred to/from assets classified
as held for sale

0

0

118

5)

0

0

118

Depreciation and impairment losses
at 31 December 2021

55

512

8,760

1,197

0

10,522Carrying amount at
31 December 2021

427

718

11,4607)

1,289

1,368

15,263

Disposals

-11

0

-413

-90

0

-514

Transfers

0

0

0

1

0

1

Depreciation and impairment losses at
31 December 2022

57

559

9,186

1,420

0

11,222Carrying amount at 31 December 2022

559

836

13,1867)

1,600

369

16,549Addition on acquisition of enterprises

Total

For information regarding the impairment tests reference is made to note 3.1.4.

3 Primarily relates to vessel
swap. DFDS Group buys a vessel
DKK 332m.
4 Primarily relates to a newbuilding DKK 388m, which was
deployed in February 2021.
5 Ark Futura has ceased to beclassified as asset held for saleduring 2021 and consequently
reclassified to ferries and otherships. Furthermore, Calais
Seaways has been classified toasset held for sale during 2021
and subsequently sold.
Reference is made to note 2.6.
6 Relates to a reversal of an
impairment of DKK 29m thatwas made in 2020 on Ark Futura.
The reversal was made inconnection with classifying theferry back from Assets classified
as held for sale.
7 At year-end 2022 and 2021
Ferries and other ships do notinclude temporarily idle assets.

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Financial Statements

3.1.2 Non-current tangible assets (continued)
Accounting policies
Non-current tangible assets
The following applies unless otherwise stated:• Assets are measured at cost less accumulated depreciation and impairment losses.
• The cost includes costs to external suppliers, materials and components, direct wages, salaries and interests
paid as from the time of payment until the date when the asset is available for use. The cost price also
comprises gains and losses on transactions designated as hedges.
• The basis for depreciation is determined as the cost less estimated residual value.
• The assets are depreciated on a straight-line basis over the estimated useful life to the estimated residual
value.
• Estimated useful life and estimated residual values are reassessed at least once a year. In estimating theestimated useful life for ferries and other ships it is taken into consideration that DFDS continuously is
spending substantial funds on ongoing maintenance.
• The effect from changes in depreciation period or the residual value is recognised prospectively as a change in
the accounting estimate.

Accounting policies (continued)
Passenger cruise ferries and freight and passenger (ro-pax) ferries
Due to differences in the wear of certain components of passenger cruise ferries and ro-pax ferries, the cost ofthese ferries is divided into components with low wear, such as hull and engine, and components with high wear,such as parts of the hotel, catering/restaurants, and shop areas.
Freight ferries (ro-ro)
The cost of freight ferries is not divided into components as there is no material difference in the wear of thevarious components of freight ferries.
Depreciation – expected useful life and residual value
The depreciation period for components with low wear is 35 years for both ro-pax and ro-ro ferries from the year inwhich the ferry was built. The depreciation period for passenger cruise ferries is 45 years.
The residual value of vessels is estimated as the expected fair value at the end of their useful lifetime.

Ferries and other ships
The rebuilding/upgrade of ferries and other ships is capitalised if the rebuilding/upgrade can be attributed to:

Other non-current tangible assets
Other non-current tangible assets comprise buildings, terminals and machinery, tools and equipment, andleasehold improvements.

•
•
•
•
•

The estimated useful lifetimes are as follows:• Buildings
25-50 years• Terminals etc.
10-40 years• Equipment etc.
4-10 years• Leasehold improvements
Max. depreciated over the term of the lease

Safety measures.
Measures to extend the useful life of the ferries and other ships.
Measures to reduce climate impact.
Measures to improve earnings.
Docking.

Maintenance and daily running costs for the ferries and other ships are expensed in the Income statement asincurred.
Docking costs are capitalised and depreciated on a straight-line basis until the ferries or ship’s next docking.
In most cases, the docking interval is 2 years for passenger cruise ferries and 2½ years for freight and passenger
ferries as well as freight ferries.
Gains or losses on the disposal of ferries and other ships are calculated as the difference between the sales priceless sales costs and the book value at disposal date. Gains or losses on the disposal of ferries and other ships arerecognised when control have transferred to the buyer and are presented in the Income Statement as ‘Profit on
disposal of non-current assets, net’ unless they qualify to be a special item, reference is made tonote 2.6.

Gains or losses arising from the disposal of other non-current tangible assets are calculated as the difference
between the sales price less sales costs and the book value at disposal date. Gains or losses on the disposal ofthese non-current assets are recognised in the Income statement as ‘Profit on disposal of non-current assets, net’unless they qualify to be a special item, reference is made to note 2.6.

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Consolidated
Financial Statements

3.1.3 Right of use assets and lease liabilities

1 Addition on acquisition ofenterprises relates to Lucey
Transport Logistics Ltd., ICT
Logistics Group, primeRail GmbH.

The Group has lease contracts for various items of Land & buildings, Terminals, Ferries, Equipment etc. in its operations.
The Group’s obligations under the leases are secured by the lessors title to the leased assets. Several lease contracts
include extension and termination options. At 31 December the Group has no significant purchase options nor extension
options which are not already incorporated. Some lease contracts include variable lease payments, which are further
described below.

2 Addition/remeasurement
primarily relates to two charter
contracts with a purchase option,
as well as other new charter
contracts for ferries.

Set out below are the carrying amounts of Right-of-use assets recognised and the movements during the period.

DKK million

Land andbuildings

Terminals

Ferries andother ships

Equipment
etc.

Cost at 1 January 2022

556

2,812

1,486

713

Addition on acquisition of enterprises

203

1)

0

Additions/Remeasurement

321

181

Disposals

-106

-3

Transfer

Total
5,567

0

37

1)

240

1,0242)

183

1,710

-609

-160

-878

0

0

0

-6

-6

-24

-70

-10

-11

-114

Cost at 31 December 2022

951

2,921

1,891

757

6,520

222

566

Depreciation charge

127

Disposals-87

Transfer
Foreign exchange adjustments

Equipment
etc.

Total

424

2,632

735

345

4,136

Addition on acquisition of enterprises

20

3)

0

Additions/Remeasurement

166

107

Disposals-52

Transfer0

Foreign exchange adjustments

Cost at 1 January 2021

DKK million

Foreign exchange adjustments

Depreciation and impairment
losses at 1 January 2022

Terminals

Ferries andother ships

Land andbuildings

619

235

1,642

222

520

173

1,042

-3

-599

-79

-768

0

0

0

-1

-1

-11

-20

-5

-7

-42

Depreciation and impairment
losses 31 December 2022

252

765

534

320

1,872

Carrying amount at
31 December 2022

699

2,155

1,356

437

4,648

0

353

3)

373

1,0224)

73

1,369

-11

-277

-70

-410

0

0

4

4

-1

84

5

8

96

Cost at 31 December 2021

556

2,812

1,486

713

5,567

Depreciation and impairment
losses at 1 January 2021

150

358

326

170

1,003

Depreciation charge

91

196

472

116

874

Disposals

-18

-3

-181

-57

-259

Transfer

0

0

0

0

0

Foreign exchange adjustments

0

16

2

6

23

Depreciation and impairment
losses 31 December 2021

222

566

619

235

1,642

Carrying amount at
31 December 2021

334

2,246

867

479

3,926

3 Addition on acquisition ofenterprises relates to HSF
Logistics Group.
4 Addition/remeasurement
primarily relates to a 10-year
charter contract for a freight andpassenger ferry as well as othernew charter contracts for ferries.

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Consolidated
Financial Statements

3.1.3 Right of use assets and lease liabilities (continued)

The following amounts are recognised in the Income statement:

Set out in the following are the carrying amounts of lease liabilities (included under interest-bearing liabilities)
and the movements during the period.

DKK million

DKK million
As at 1 January

2022

2021

3,839

2,926

240

340

Additions/Remeasurement

1,731

1,432

Instalments

-963

-834

Disposals

-109

-153

Addition on acquisition of enterprises

Foreign exchange adjustments
Total lease liabilities at 31 December

-34

127

4,705

3,839

Within 1 year

2022

2021

951

816

1-3 years

1,293

1,115

3-5 years

1,407

737

After 5 years

1,789

1,757

Total Lease liability, non-discounted

5,441

4,425

Lease liabilities are recognised in the Balance sheet as follows:
DKK million

2022

2021

Non-current liabilities

3,916

3,118

788

721

4,705

3,839

Current liabilities
Total Lease liabilities

2021

Expenses relating to short-term leases (included in costs)-2-1

Expenses relating to low-value assets (included in costs)

-28

-26

Variable lease payments (included in costs)

-86

-72

Interest expenses on lease liabilities

-130

-95

Depreciation, ships

-520

-472

Depreciation, other non-current assets

-522

-403

-1,288-1,069

DKK million

2022

2021

Cash flows from operating activities, gross

-116

-100

Interest etc. paid

-130

-95

Cash flows from operating activities, net

-246

-195

Total amount recognised in the Income statement

The following amounts from leases are recognised in the statement of Cash flows:

Non-discounted lease liabilities expiring within the following periods from the balance sheet date:
DKK million

2022

Cash flows from financing activities, net
Total cash outflows from leases

-963

-834

-1,209-1,029In 2022 the Group has paid DKK 1,093m (2021: DKK 929m) regarding lease agreements where of interest expenses related
to lease liabilities amount to DKK 130m (2021: DKK 95m), and instalment of lease liability amounts to DKK 963m
(2021: DKK 834m).
At 31 December 2022 the Group was committed to short term and low value leases for an amount of DKK 76m(2021: DKK 68m).

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Consolidated
Financial Statements

3.1.3 Right of use assets and lease liabilities (continued)
The Group has two terminal lease contracts that contains variable payments based on the number of transferred units.
The terms align the lease expense with the units transferred and revenue earned. The following provides information on theGroup’s variable lease payments in relation to fixed payments:

DKK million

Group as lessee (lease in)

Fixedpayments

Variable
payments

2022

Fixed
payments

Variable
payments

2021

Lease payments

125

44

169

123

37

160

Variable rent only

-

42

42

-

35

35

Total 31 December

125

86

211

123

72

195

A 10% increase in units transferred would increase total lease payments by 7%. The Group has lease contracts for ferries
and terminals that include extension and termination options. These options provide flexibility in managing the leased-asset
portfolio and align with the Group’s business needs.
Group as a lessor
Future minimum receivable under non-cancellable operating leases as at 31 December are as follows:
Operating lease commitments (lessor)
2022

2021

Within 1 year

312

386

1-3 years

577

625

3-5 years

177

442

DKK million
Minimum lease payments (income)Ferries

After 5 years
Total

Accounting policies

0

0

1,066

1,453

The specified minimum payments are not discounted. Operating lease and rental income recognised in the Income statement
amount to DKK 374m in 2022 (2021: DKK 311m). The contracts are entered into on normal conditions.

Significant accounting estimates and assessments
Leases (extension options)
The Group has entered into lease/charter agreements for ferries with extension options. Management exercises
significant judgement in determining whether these extension options are reasonably certain to be exercised and,in that connection, considers all relevant factors that create an economic and strategic incentive for it to exercise
the extension option.
Lessor (lease out)
The Group has entered into operating lease/charter agreements for ferries under usual terms and conditions forsuch agreements. At inception of each individual agreement, Management assesses and determines whether theagreement is a finance or an operating leasing agreement.

The Right-of-use asset and corresponding lease liability is recognised at the commencement date, i.e. the date the underlying asset is ready for use. Right-of-use
assets are measured at cost corresponding to the lease liability recognised, adjusted for any lease prepayments including dismantling and restoration costs. The
lease liabilities are measured at the present value of lease payments to be made over the lease term. The lease payments are discounted using DFDS’ incremental
borrowing rate.
Depreciation follows the straight-line method over the lease term or the useful life of the Right-of-use assets, whichever is shortest. However, for one terminal thedepreciation is based on volumes handled in the terminal.
The lease payments include fixed payments less any lease incentives receivable and variable lease payments that depend on an index or a rate. If the contractholds an option to purchase, extend or terminate a lease and it is reasonably certain to be exercised by the Group, the lease payment will include those. The
variable lease payments that do not depend on an index or a rate are recognised as expenses in the period on which the event or condition that triggers thepayment occurs.
The Group applies the short-term lease recognition exemption for lease contracts that, at the commencement date, have a lease term of 12 months or less for allclasses of underlying assets except for terminals and ferries and other ships, and the exemption for lease contracts for which the underlying asset is of low value.
Lease payments on short-term leases and leases of low-value assets are recognised as expenses on a straight-line basis over the lease term. For all classes ofassets, except for terminals, non-lease components, i.e., the service element, is not separated from the lease components and thereby form part of the Right-ofuse asset and lease liability recognised in the Balance sheet.
For contracts with a rolling term (evergreen leases), the Management exercises judgement in determining useful lifetime of the underlying right-of-use asset.
Group as lessor (lease out)
For accounting purposes, assets leased out are divided into finance and operating leases. In respect of assets leased out on a finance lease, an amount equal to
the net present value of the future lease payments is recognised in the Balance sheet as a lease receivable from lessee.
The asset leased out is reclassified from non-current asset to leases receivables and any gain or loss arising from this is recognised in the Income statement. Lease
income from assets leased out on an operating lease is recognised in the Income statement on a straight-line basis over the lease term.

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Consolidated
Financial Statements

3.1.4 Impairment testing
Introduction
DFDS impairment tests all non-current assets at least once every year and incase of indication of impairment. Due to the war in Ukraine and general
uncertainty in the world economy, impairment assessments have been made in
2022.
Definition of cash-generating units (CGU)
The breakdown into cash-generating units takes its starting point in the internal
structure of the two segments, Ferry and Logistics, and their Business units,
including the strategic, operational, and commercial management and control ofthese, both separately and across Business units, and the nature of thecustomer services provided.
Based on this, the following six cash-generating units have been identified:Ferry CGU:
• The Business units North Sea, Baltic Sea and Mediterranean (includes
goodwill of DKK 3,023m)• The Business unit English Channel• The Oslo – Frederikshavn - Copenhagen (OFC) route which is part of the
Passenger Business unit
• The Amsterdam – Newcastle route which is part of the Passenger
Business unit
Logistics CGU:
• Dry Goods (includes goodwill of DKK 427m)• Cold Chain (includes goodwill of DKK 957m)
Non-current intangible and tangible assets as well as Right-of-use assets are
assigned to the above-mentioned cash-generating units unless this cannot bedone with a reasonable degree of certainty. Software and other assets whichcannot be assigned with reasonable certainty to one or more of the above cashgenerating units are tested for impairment as a non-allocated Group asset, i.e.,based on the Group earnings.
The vast majority of the ferries used in the Business unit ‘North Sea’, ‘Baltic Sea’and ‘Mediterranean’ are interchangeable and it is centrally decided where andhow the ferries are deployed on the various routes. Revenue generation is
impacted by the capacity deployed on the different routes. Management
therefore concludes that interdependency between the three Business unit inrespect of taking decision on capacity is of such extent that cash inflows are notlargely independent from each other and consequently, these three Business
units are treated as one cash-generating unit.

Basis for impairment testing and calculation of recoverable amountIn the impairment test for cash-generating units, the recoverable amount of theunit is compared with its carrying amount. The recoverable amount is the higher
value of its value-in-use and its fair value less costs of disposal. If therecoverable amount is less than the carrying amount, the latter is written down
to the lower value.
The value-in-use is calculated as the discounted value of the estimated future
net cash flows per cash-generating unit. Impairment testing (value-in-use) is
performed based on management approved forecasts for 2023 and businessplans beyond 2023. Key parameters for the forecast periods are trends inrevenue, EBIT, EBIT margin, future investments, and growth expectations. These
parameters are determined specifically for each individual cash-generating unit.
Growth is incorporated in forecasts for periods beyond 2023 and in the terminal
period with reference to the growth rate and cash flow section below.
The recoverable amount for cash-generating units containing goodwill isdetermined based on value-in-use calculations. For a breakdown of goodwill on
cash-generating units, reference is made to note 3.1.1.
The fair value of the Group’s main assets, ferries and other ships, is determinedon the basis of the average of two to three independent broker valuations per
ship less estimated costs of disposal. The task of the brokers is to assess thevalue of the individual ships in a ‘willing buyer – willing seller’ situation. The
valuations have been obtained from the same recognised brokers as in previous
years, and Management considers an average of these to be the best and most
reasonable expression of the ships’ fair value.
The carrying amount of right-of-use (RoU) assets is added to the base of noncurrent tangible and intangible assets being subject to impairment testing. The
RoU assets are regarded an integrated part of the operating activities taking
place in the Group’s CGU and accordingly, the carrying amount of a RoU asset isallocated to the CGU in which the asset in question is used. Thereby RoU assets
are tested on CGU level.
Determination of estimated growth rates and cash flow
The expected net cash flows are assessed at CGU level on basis of approved
forecasts for 2023 and management business plans beyond 2023.
The projections include the estimated impact of long-term strategic decisions
and assessment of opportunities for future growth and required investments.
For Ferry and Logistics division CGUs which include a terminal period, OECD’s
prediction for EU long-term consumer price index growth rate of 3.1% has been
applied (2021: 1.8%). Further, the outbreak of the Ukraine war as well as theuncertainty in the world economy have been incorporated in the forecast for2023 and onwards. The following assumptions for growth rates have been
applied to each CGU.
Ferry (CGUs):
North Sea, Baltic Sea and Mediterranean: For 2024-2027 a growth in EBIT in therange of 4.5% - 7.5% is expected and growth in terminal period of 3.1% (2021:
1.8%).
The Business unit English Channel: The current overcapacity on the Channel
impacts the forecast for 2023 negatively but is not expected to impact EBIT in
the longer term. A growth in EBIT for 2024-2027 of 19.0% to 26.3% and growthin the terminal period of 3.1% is expected (2021: 1.8%). Due to the current
overcapacity Management has prepared alternative scenarios based on various
assumptions. None of these alternative scenarios gave rise to any impairment.
The Oslo – Frederikshavn - Copenhagen route: During 2022, passenger numbers
have recovered, but Covid-19 continues to impact the number of overseas
passengers. The expectation for 2023 is a negative EBIT. Varying growth rates
depending on maintenance, improvements etc. have been incorporated in theforecast years beyond 2024 leading to an overall positive EBIT. From 2024,
growth rates represent a normalised average of 1.7% (2021: 0.7%).
The Amsterdam – Newcastle route: During 2022, passenger numbers haverecovered. The expectation for 2023 is a positive EBIT. Varying growth rates
have been incorporated in the forecast years beyond 2023 and provide an
overall positive EBIT. From 2024, growth rates represent a normalised averageof 1.3% (2021: 2.2%).
Logistics (CGUs):The Business unit Dry Goods: Growth in EBIT for 2024-2027 of 5.0% and growthin the terminal period of 3.1%.
The Business unit Cold Chain: Growth in EBIT for 2024-2027 of 5.0% andgrowth in terminal period of 3.1%.

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Notes
Consolidated
Financial Statements

3.1.4 Impairment testing (continued)
Determination of discount rate
The discount rate for year-end 2022 impairment testing purposes is based on a
calculation of DFDS’ weighted average cost of capital (WACC). The cost ofequity is based on a risk-free rate plus a market risk premium. The risk-freeinterest rate is based on a 10-year Danish risk-free rate which at the end of2022 is 2.5% (2021: 1.0%). The market risk premium is calculated as a generalequity market risk premium of 5.5% (2021: 5.9%) multiplied by the leveraged
beta value for DFDS of 1.71 (2021: 1.57). The leveraged beta value applied at
year-end 2022 is calculated by obtaining the unlevered beta value of peergroup companies via the Capital IQ database. This beta value is then re-leveredin accordance with the Group’s current capital structure. The cost of debt isbased on the interest-bearing borrowings for the Group plus the risk-freeinterest. Further, risk premium may be added for the individual cash-generating
unit if special conditions and/or uncertainties indicate a need hereto.
Conversely, if the risk level for the individual cash-generating unit is considered
to be lower than the general risk level, then the risk premium is reduced if
special conditions indicate a need hereto.
The impact of the war in Ukraine and the uncertainty in the global economy isbuilt into the forecasts where relevant.
For cash-generating-units where the recoverable amount is based on value-inuse, the pre-tax discount rates applied have been within the following ranges inthe two segments:

2022

2021

Ferry Division

7.6%

6.0% - 7.0%

Logistics Division

7.6%

6.0%

The applied discount rates in cash-generating units for which the carrying
amount of goodwill forms a significant part of the Group’s total goodwill are
7.6% (2021: 6.0%) in ‘North Sea, Baltic Sea and Mediterranean’ in ‘Dry Goods’
and ‘Cold Chain’.

Sensitivity analysis
As part of the preparation of impairment tests, sensitivity analysis is preparedbased on relevant risk factors and scenarios that Management can determinewith reasonable reliability. Sensitivity analyses are prepared by altering theestimates within the range of probable outcomes. The sensitivities have beenassessed as follows, all other things being equal:•••

An increase in the discount rate of 0.5%-points.
A decrease in EBIT of 10%.
A decrease in broker valuations of 10%.

For English Channel sensitivity testing shows indication of impairment if
reducing forecasted EBIT by 10%. For Oslo-Frederikshavn-Copenhagen route allsensitivity calculations shows indication of impairment. None of the above
calculations have given rise to adjustments of the results of the impairment
tests prepared. For all other CGU’s sensitive testing shows no indication of
impairment.
Order of recognising impairments
If a need for impairment is identified, goodwill is the first to be impaired,followed by the primary non-current tangible and intangible assets and Rightof-use assets in the individual cash-generating units. Impairments are allocatedto the respective assets according to the carrying amount of the assets unless
this results in an impairment to a value below the fair value less costs ofdisposal of the asset.
Impairment tests 2022
Based on the impairment tests prepared at year-end 2022 no cash-generating
units are deemed impaired in 2022 and no impairment losses recognised in prioryears have been reversed.
Impairment tests 2021
Based on the impairment tests prepared at year-end 2021 no cash-generating
units are deemed impaired in 2021 and no impairment losses recognised in prioryears have been reversed. For one Freight ferry a reversal of impairment madein connection with reclassification to asset held for sale amounting to DKK 29m
has been recognised in Special Items reference is made to note 2.6.

Accounting policies
The carrying amount of Goodwill, non-current intangible, tangible andRight-of-use assets are continuously assessed, at least once a year,
to determine whether there is an indication of impairment. When such
indication exists the recoverable amount of the asset is assessed. The
recoverable amount is the higher of the fair value less costs ofdisposal and the value-in-use. The value-in-use is calculated as thepresent value of the future net cash flow, which the asset is expected
to generate either by itself or from the lowest cash-generating unit towhich the asset is allocated.

Significant accounting estimates and assessments
The war in Ukraine and the global economy
Management has taken the risk and uncertainty relating to the current war in Ukraine and the uncertainty
in the world economy into consideration when preparing the forecasts and cash flows.
Impairment testing of goodwill and other non-current intangible assets
Impairment testing of goodwill and other non-current intangible assets, which primarily relates to IT,
acquired port concession rights and acquired customer portfolios, is undertaken once every year and incase of indication of impairment. The impairment tests are based on the expected future cash flow for the
cash-generating unit in question. The key parameters are trends in revenue, EBIT, EBIT margin, future
investments and growth expectations. These parameters are based on estimates of the future which are
inherently uncertain.
Impairment testing of ferries and other ships, including the assessment of useful life and scrap value
Significant accounting estimates and assessments regarding ferries and other ships include the allocationof the ferry’s cost price on components based on the expected useful life of the identified components;
the ferry’s expected maximum useful life; the ferry’s scrap value; and impairment testing. The expected
useful life of ferries and other ships and their scrap values are reviewed and estimated at least once ayear. Impairment test is performed at least once a year, typically at year-end. Additional impairment
tests are performed if indications of impairment occur in the period between the annual impairment tests.
Impairment testing of Right-of-use assets
For information on Significant accounting estimates and assessments regarding Right-of-use assets fromleases reference is made to note 3.1.3.
Impairment testing of Right-of-use assets, which primarily relates to leases of terminals, ferries, land andbuildings and cargo carrying equipment, is performed at least once a year, typically at year-end.
Additional impairment tests are performed if indications of impairment occur in the period between theannual impairment tests.
The Right-of-use assets are regarded an integrated part of the operating activities taking place in theGroup’s cash-generating units and accordingly, the carrying amount of a Right-of-use asset is allocated tothe cash-generating unit in which the asset in question is used. Thereby Right-of-use assets are tested at
cash-generating unit level.
The impairment tests are based on fair value less costs of disposal for the assets in the cash-generating
unit or the value-in-use where the expected future cash flow for the cash-generating unit is a mainelement in the calculation. The key parameters in assessing expected future cash flows are trends inrevenue, EBIT, EBIT margin, future investments and growth expectations, which are inherently uncertain.
The fair value less cost of disposal for the Group’s main assets, ferries and other ships, are based on
broker valuations. For further information on broker valuations reference is made to the paragraph ‘Basisfor impairment testing and calculation of recoverable amount’ which can be found above in this note.

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Financial Statements

3.1.5 Assets classified as held for sale

DKK million

2022

2021

2022
There are no assets classified as held for sale as of 31 December 2022.

Trade receivables that are past due:2021
During 2021 the Group has sold the freight ferry (ro-ro) Gothia Seaways.
ARK Futura has ceased to be classified as assets held for sale. As part of this an impairment lossof DKK 29m made in 2020 has been reversed as Special items. Reference is made to note 2.6.

Up to 30 days

487

386

31-60 days

91

53

61-90 days

25

13

91-120 days

21

10

More than 120 days

71

54

Past due at 31 December

696

517

DKK million

2022

2021

Write-downs at 1 January

60

63

Foreign exchange adjustment-11Days past due:

3.2 Net Working Capital
3.2.1 Receivables
DKK million

Movements in write-downs, which are included in the trade receivables:
2022

2021

Other non-current receivables

1616

Addition on acquisition of enterprises

2

3

Total non-current receivables

16

16

Write-downs

33

18

3,080

2,650

Realised losses-3-1Work in progress services

263

122

Reversed write-downs

-22

-23

Receivables from associates and joint ventures

23

26

Write-downs at 31 December

70

60

Corporation tax and joint taxation contribution, receivable, reference is made to note 2.7

5153

Trade receivables

Other receivables and current assets

597

571

Total current receivables

4,015

3,423

Total current and non-current receivables

4,031

3,439

The carrying amount of receivables is in all material respects equal to the fair value. Collateral is pledged as security forcertain receivables. The collateral consists of bank guarantees with a fair value of DKK 61m (2021: DKK 26m).

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Financial Statements

3.2.2 Inventories

3.2.1 Receivables (continued)
DKK million

2022

2021

Age distribution of write-downs:
Days past due:
Up to 30 days

2

0

DKK million

2022

2021

Bunker228

173

Goods for sale

118

113

Write-down of inventories end of year

-22

-18

324

269

31-60 days

1

0

Total inventories

61-90 days

1

1

Write-down of inventories expensed during the year amounts to DKK 6m (2021: DKK 8m).

91-120 days

2

2More than 120 days

63

57

Write-downs at 31 December

70

60

The last five years DFDS’ realised credit losses on trade receivables have been insignificant and the loss rate is below 0.1%
(2021: 0.1%) of the revenue in any of the respective years. The changes in payment pattern continue to be insignificant andat the same level as previous years.
Accordingly, at year-end 2022 the expected credit losses on trade receivables calculated under the simplified expectedcredit loss model is based on the average historical loss rate on revenue for the last five years of 0.0% (2021: 0.0%) plus
adjustments for forward-looking factors where considered relevant.

Accounting policies
Receivables are recognised at amortised cost less expected credit losses. DFDS’ risks regarding trade receivables
are not considered unusual and no material risk is attributable to a single customer or group of customers.
According to the Group’s policy of undertaking credit risks, assessment of significant customers are performed.
Write-downs on trade receivables are based on the simplified expected credit loss model. Credit loss allowanceson individual receivables are provided for when objective indications of credit losses occur such as customer
bankruptcy and uncertainty about the customers’ ability and/or willingness to pay, etc. In addition to this,allowances for expected credit losses are made on the remaining trade receivables based on a simplified approach.
Work in progress services is measured based on the value of the of the work performed as of the balance sheet
date. Write-downs and realised losses on trade receivables and work in progress services are recognised in ferryand other ship operation and maintenance costs in the Income statement. Other receivables comprise other tradereceivables; insurance receivables on loss or damage of ferries and other ships; financial lease receivables;
outstanding balances for chartered ferries; interest receivable, etc.

Accounting policies
Bunker is measured at cost based on the FIFO method or the net realisable value where this is lower. Catering
supplies and other inventories are measured at cost based on the weighted average cost method or the net
realisable value where this is lower.

3.2.3 Other payables
DKK million

2022

2021

Holiday pay obligations, etc,

483

438

Public authorities (VAT, duty, etc.)

61

55

Payables to associates and joint ventures

1251

Other payables

188

173

Accrued interests

24

13

Total other payables

768

730

Accounting policies
Other payables comprise amounts owed to staff, including wages and salaries, holiday pay, salary/wages related
items, etc. amounts owed to the public authorities, VAT, excise duties, real property taxes etc.; amounts owed inconnection with the purchase/disposal of ferries and other ships, buildings and terminals; accrued interest
expenses; payables to associates and joint ventures; amounts owed in relation to defined contribution pension
plans etc.

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Consolidated
Financial Statements

3.2.4 Pension and jubilee liabilities

DKK million

The Group contributes to defined contribution plans as well as defined benefit plans. The majority of the pension plans are
funded through payments to independent insurance companies responsible for the pension obligation towards theemployees (defined contribution plans). In these plans the Group has no legal or constructive obligation to pay further
contributions irrespective of the financial situation of these insurance companies or the return of the underlying investments.
Pension costs from such plans are expensed in the Income statement when incurred.
The Group has defined benefit plans, primarily in the United Kingdom. In addition, there are minor defined benefit plans in
Norway, Belgium, Italy, Türkiye, Lithuania, France, Germany, Denmark, and Sweden. The United Kingdom accounts for 12.4%(2021: minus 90.3%) of the total net liability and 91.5% (2021: 94.8%) of the funded and unfunded obligation. The majorityof the defined benefit plans are pension plans that yearly pay out a certain percentage of the employee’s final salary uponretirement. The pensions are paid out as from retirement and during the remaining life of the employee. The percentage ofthe salary is dependent of the seniority of the employee except for certain closed plans in the United Kingdom and some ofthe other minor plans. The defined benefit plans typically include a spouse pension and disability insurance.
Some of the pension plans in Sweden are multi-employer plans, which cover a large number of enterprises. The plans arecollective and are covered through contributions paid to the pension company Alecta. The Swedish Financial AccountingStandards Council’s interpretations committee (Redovisningsrådet) has defined this plan as a multi-employer defined benefit
plan. Presently, it is not possible to obtain sufficient information from Alecta to apportionate assets and liabilities of theplans to the participating employers. Consequently, the pension plans are similarly to prior years treated as defined
contribution plans. The contributions are DKK 4m in 2022 (2021: DKK 4m). The collective funding ratio at Alecta amounts to
189% as per September 2022 (September 2021: 169%). For 2023, the contributions are expected to be DKK 4m. DFDS’ shareof the multi-employer plan is around 0.0052% and the liability follows the share of the total plan.

DKK million

2021

Present value of funded defined benefit obligations

629

1,031

Fair value of plan assets-619-1,05410-23

Funded defined benefit obligations, net

Funded and unfunded obligations at 1 January

1,082

1,055

Foreign exchange adjustments

-56

76

Current service costs

14

7Interest costs

18

13

Actuarial gain(-)/loss(+) arising from changes in demographic assumptions
Actuarial gain(-)/loss(+) arising from changes in financial assumptions

Present value of unfunded defined benefit obligations

54

51

Recognised liabilities for defined benefit obligations

64

28

Provision for jubilee liabilities

24

23

Total actuarial liabilities, net

8851

Pension assets

025

Pension and jubilee liabilities

88

76

Total actuarial liabilities, net

8851

Total actuarial liabilities, net are classified as follows

1

9

-343

-42

Past service costs-10

Benefits paid

-33

-35

Settlements and curtailments
Funded and unfunded obligations at 31 December

0

-2

683

1,082

Movements in the fair value of the defined benefit plan assets
Plan assets at 1 January-1,054-879

Foreign exchange adjustments

57

-66

Calculated interest income

-19

-11

Return on plan assets excluding calculated interest income

385

-111

Employer contributions
2022

2021

Movements in the net present value of funded and unfunded defined benefit
obligations

Costs of managing the assets

Based on actuarial calculations the defined benefit plans show the following liabilities:

2022

Benefits paid
Plan assets at 31 December

3

5

-21

-23

29

32

-619

-1,054

Plan assets consist of the following:
Cash and cash equivalents

-53

-30

Blended investment funds-564-1,020

Other assets (primarily insured plans)
Total plan assets

-2

-3

-619

-1,054

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Consolidated
Financial Statements

3.2.4 Pension and jubilee liabilities (continued)

DKK million

DKK million

2021

2022

Expenses recognised as employee costs in the Income statement:
Current service costs

14

7

Past service costs-10

Total included in employee costs regarding defined benefit plans

14

7

Expenses recognised as financial costs in the Income statement:Interest costs

18

13

Interest income

-19

-11

Total included in financial costs regarding defined benefit plans

02

Total expenses for defined benefit plans recognised in the Income statement

14

8

Expenses recognised in Other comprehensive income, gain(-)/loss(+):
Remeasurements of plan obligations

-342

-34

Remeasurements of plan assets

388

-106

Total included in Other comprehensive income regarding defined benefit plans

46

-140

Assumptions:
UnitedKingdom

Others

Weighted
average¹⁾

Discount rate

4.9%

-0.4%-3.7%

4.7%

Social security rate2)

0.0%

0.0%-3.5%

0.0%

Future salary increase2)

0.0%

0.0%-3.8%

0.2%

Future pension increase

3.2%

0.0%-2.3%

2.9%

Inflation

2.5%

0.0%-23.9%

3.0%

UnitedKingdom

Others

Weighted
average¹⁾

2021

2021

Reported obligation 31 December

683

1,082

Discount rate -0.5% point compared to assumptions

728

1,176

Discount rate +0.5% point compared to assumptions

641

999

Salary increase -0.5% point compared to assumptions

682

1,080

Salary increase +0.5% point compared to assumptions

685

1,084

Mortality -1 year compared with used mortality tables

661

1,045

Mortality +1 year compared with used mortality tables

709

1,124

Sensitivity analysis

The mortality table used for the two defined benefit schemes in the United Kingdom is the public S3PxA table with annual
improvement of 1.25% (2021: S3PxA table with 1.25% annual improvement). Average remaining life expectancy for a 65year-old is 23.5 year (2021: 23.4 year). Weighted average duration on the liabilities end of 2022 is 13.3 years (2021: 17.0
years). The Group expects to make a contribution of DKK 31m to the defined benefit plans in 2023. The expected
contribution for 2022 was DKK 26m, which turned out to be DKK 25m.
DKK million

2022

2021

Maturity analysis of the obligations

Actuarial calculations or roll forward calculations are performed annually for all defined benefit plans. Assumptions
regarding future mortality are based on actuarial advice in accordance with published statistics and experience in eachcountry. The following significant assumptions have been used for the actuarial calculations:

2022

2022

Discount rate

1.8%

0.3%-3.9%

1.8%

Social security rate2)

0.0%

0.0%-1.8%

0.0%

Future salary increase2)

0.0%

0.0%-3.0%

0.1%

Future pension increase

3.6%

0.0%-3.4%

3.5%

Inflation

2.9%

0.0%-9.0%

2.9%

Significant actuarial assumptions for the determination of the retirement benefit obligation are the discount rate, expected
future remuneration increases, and expected mortality. The sensitivity analysis below has been determined based onreasonably likely changes in the assumptions occurring at the end of the period.

0-1 year

38

36

1-5 years

126

167

After 5 years

518

879

Total obligations

683

1,082

1 All factors are weighted at
the pro rata share of theindividual actuarial obligation.
2 Schemes closed for new
members will have a social
security rate and future salary
increase of 0%.

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Financial Statements

3.2.4 Pension and jubilee liabilities (continued)
Accounting policies
Contributions to defined contribution pension plans are recognised in the Income statement in the period in which
they relate, and any payable contributions are accrued in the Balance sheet as other payables. As regards defined
benefit pension plans, an actuarial valuation of the value in use of future benefits payable under the plan is madeonce a year. The value in use is calculated based on assumptions of future development in wage/salary levels,interest rates, inflation, mortality, etc. The value in use is only calculated for benefits to which the employees havebecome entitled during their employment with the Group. The actuarial calculation of the value in use less the fairvalue of any assets under the plan is recognised in the Balance sheet under pension obligations. If a defined
benefit pension plan constitutes a net asset, the asset is recognised only if it offsets future refunds from the planor will lead to reduced future payments to the plan. Pension costs of the year are recognised in the Income
statement based on actuarial estimates and financial expectations at the beginning of the year.

3.2.5 Other provisions
DKK million

2022

2021

Other provisions at 1 January

173

124

Foreign exchange adjustments-1

1

Addition from acquisition of enterprises

7

3

Provisions made during the year

21

112

Used during the year

-70

-55

Reversal of unused provisions

-33

-14

Other provisions at 31 December

96

173

Other provisions are expected to be payable in:
0-1 year

52

56

1-5 years

35

107

The difference between the calculated development in pension assets and liabilities and the realised values arerecognised in Other comprehensive income as actuarial gains and losses.

After 5 years

910

Other provisions at 31 December

96

173

Changes in the benefits payable for employees’ past service to the enterprise result in an adjustment of theactuarial calculation of the value in use, which is classified as past service costs. Past service costs are recognisedin the Income statement immediately if the employees have already earned the right to the adjusted benefit.
Otherwise, the benefits will be recognised in the Income statement over the period in which the employees earn
the right to the adjusted benefits.

Of the Group’s provision of DKK 96m (2021: DKK 173m), DKK 31m (2021: DKK 28m) is estimated net present value of earnout agreements regarding acquisitions; DKK 20m (2021: DKK 24m) is redelivery provision on leases; DKK 12m (2021: DKK86m) is restructuring provision; and DKK 33m (2021: DKK 35m) is other provisions.

Other non-current employee obligations include jubilee benefits, etc.

Accounting policies
Provisions are recognised when, due to an event occurring on or before the reporting date, the Group has a legal orconstructive obligation, and it is probable that the Group will have to give up future economic benefits to meet the
obligation and that the obligation can be reliably estimated. Provisions are recognised based on Management’s
best estimate of the anticipated expenditure for settling the relevant obligation and are discounted if deemedmaterial.

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Financial Statements

4. Capital structure and financesThis section shows how the activities of DFDS are financed. DFDS targets a financial leverage ratio between 2.0 and 3.0,
where the ratio is measured as Net Interest-Bearing Debt to Operating profit before depreciation (EBITDA) and special items.
The following section provides the notes of the main components that form basis of the Net Interest-Bearing Debt.
Furthermore, the section includes information on Financial and operational risks, Financial instruments, Treasury shares, andEarnings per share.

DKK million

Note

2022

2021

Interest-bearing liabilities¹⁾

4.5

15,535

14,337

interest-bearing activities, net

4.2

-236

58

Receivables, interest-bearing

3.2.1

0

-2

Securities

4.2

-2

-10

Derivative financial instruments, related toCash-1,189-902

Net Interest-Bearing Debt (NIBD)

14,10913.481

Operating profit before depreciation (EBITDA) and special items

4,955

3,411

2.8

3.7

Financial leverage ratio (NIBD/EBITDA, times)²)

1 Hereof DKK 4,705m (2021:
DKK 3,839m) relating to leaseliabilities that have different
characteristics than otherliabilities included in interestbearing liabilities.
2 The ratio includes pro forma
EBITDA for the last twelve
months for acquired companies.

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Financial Statements

4.1 Financial and operational risks
DFDS’ risk management policy
DFDS’ risk management policy is governed by the DFDS Financial Policy, which
is approved by the Board of Directors on an annual basis. The Financial Policy
sets out policies, targets, and strategies for the financial risk management of
DFDS. DFDS does not enter into speculation. The most important financial risk
factors are 1) bunker price risk, 2) interest rate risk, 3) currency exchange risk,4) liquidity risks and 5) credit exposure.
Bunker price risk
The fluctuations in the bunker price which is denominated in USD constitute asignificant risk for DFDS.
In the freight industry it is customary to pass through the risk of fluctuations in
the bunker price and the corresponding currency exchange rate risk to freightcustomers via a bunker adjustment factor (BAF). In the passenger industry,fluctuations in the cost of bunker are reflected in the ticket price to the extent
possible.
To reduce exposure to bunker and currency risk, approximately 93% (94% in2021) of DFDS’ consumption was covered by BAF agreements. For ferries wherea scrubber has been installed, the Group is subject to risk related to the spread
between high sulphur and low sulphur fuel due to the fact that such ferries withscrubbers consume high sulphur, but BAF is based on low sulphur.
In accordance with the DFDS Financial Policy, the net bunker exposure may befinancially hedged up to six quarters ahead. The risk in relation to the spread
between high sulphur and low sulphur fuel is partly hedged using commodity
swaps.
Interest rate risk
DFDS is primarily exposed to interest rate risk through funding. According to
DFDS’ Financial Policy the interest rate on 40-70% of the loan portfolio
including long-term charter agreements must be fixed with a weighted average
duration of 9-36 months. DFDS enters into interest rate swaps and caps tocomply with this policy.
The total net interest-bearing debt (including currency swaps on bonds andlease liabilities) amounts to DKK 14,109m at year end 2022 (2021: DKK
13,481m). The Group’s total interest-bearing debt primarily consists of partly
secured credit facilities, unsecured corporate bonds and floating rate mortgages
with security in ferries and other ships. The debt portfolio had an average time
to maturity of 4.7 years (2021: 3.8 years).

In accordance with the Financial Policy, interest rate swaps and caps with aprincipal amount of DKK 3,790m (2021: DKK 3,364m) have been established toreduce interest rate risk. The share of fixed-rate debt including interest rate
derivatives was 41% at year-end 2022 (2021: 40%). Including long term
charter agreements, the share of fixed-rate debt is 45% (2021: 44%). The
duration of the Group’s debt portfolio (including charter liabilities) was 1.4
years (2021: 1.0 years).
An increase in the interest rate of 1%-point compared to the actual interest
rates in 2022 would have increased net interest payments incl. hedging by DKK
54m for the Group all else equal (2021: DKK 36m). A decrease in the interest
rates of 1%-point would have reduced the net interest payment by DKK 19m in
2022 (2021: DKK 4m).
An increase in the interest rate of 1%-point compared to the actual interest rate
at balance sheet date would have had a positive effect on the Group’s equity
reserve for hedging of DKK 93m all else equal (2021: DKK 44m). A decrease
would have had a negative effect of DKK 94m (2021: DKK 32m).
Currency exchange risk
Currency exchange risk is monitored continuously and actively hedged inaccordance with DFDS Financial Policy. The aim is to actively reduce currency
exposure using forward exchange contracts and currency swaps. Approximately
91% of DFDS’ revenues in 2022 were invoiced in foreign currencies (2021: 94%)
with the most substantial revenue generated in EUR which accounted for 68%
of total revenue (2021: 67%). Apart from DKK and EUR, the most revenue isgenerated in SEK, GBP and NOK. However, SEK, GBP and NOK risks are to a large
extent offset by costs. USD risk primarily comes from future bunker
consumption and charter agreements. Particularly, EUR is considered a minor
risk due to Denmark’s fixed exchange rate policy towards EUR. USD risk is
reduced by the BAF mechanism as described above.
The operational currency cash flow is defined as the Group’s consolidated net
currency cash flows from revenues and operational costs. The table on thefollowing page shows the impact on the Group’s Operating profit before
depreciation (EBITDA) and Special Items from changes in the foreign exchange
rate.

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Consolidated
Financial Statements

4.1 Financial and operational risks (continued)
Operational currency cash flow risk
DKK million

2022

2021

SEK, Income statement effect, 10% strengthening

61

34

NOK, Income statement effect, 10% strengthening

42

24

GBP, Income statement effect, 10% strengthening

45

5

TRY, Income statement effect, 10% strengthening

-35

-24

USD, Income statement effect, 10% strengthening

-27

-13

The Group’s most significant currency balance positions are in EUR, SEK, GBP, NOK, TRY, and USD relating to cash, committed
investments and trade payable and receivables. All else equal a strengthening of SEK, GBP, NOK, TRY, and USD against DKK
at balance sheet date would have increased/decreased balance sheet items by the amounts presented below.

DFDS’ contractual maturities of financial instruments, including estimated interest payments and excluding the impact of
netting agreements, are stated in the table below:
DKK million

2022
0-1 year

1-3 years

3-5 years After 5 years

Cash

1,189

0

0

0

Trade receivables including work in progress services

3,343

0

0

0

Receivables from associates and joint ventures

23

0

0

0

Other receivables and current assets

649

16

0

0

-1,785Non-derivative financial assets

Non-derivative financial liabilities

Currency balance risk
DKK million

Liquidity risks
DFDS Financial Policy is to secure adequate liquidity to meet financial and operational payment obligations by maintaining aminimum of 1.2x cash Sources over cash Uses for the next 12 months. The year-end sum of total cash and undrawn
committed facilities was DKK 2,911m (2021: DKK 2,135m), of which undrawn committed facilities amounts to DKK 1,722m(2021: DKK 1,400m).

-2,667-2,644-4,827

Issued corporate bonds

-14

-290

0

0

1

Lease liabilities (undiscounted)-951-1,293-1,407-1,789-3

Trade payables-3,661

0

0

0

-12

0

0

0

-188

0

0

0

2022

2021

SEK, Equity and Income statement effect, 10% strengthening

2

GBP, Equity and Income statement effect, 10% strengthening

2

Bank loans and mortgage on ferries and other ships

NOK, Equity and Income statement effect, 10% strengthening

1

2

Payables to associates and joint ventures

TRY, Equity and Income statement effect, 10% strengthening-7-3

Other payables

USD, Equity and Income statement effect, 10% strengthening-3

5

Derivative financial assets

USD, Equity effect, 10% strengthening1)

050Commodity swaps

27

0

0

0

Interest swaps & caps

17

117

46

64

Forward exchange contracts and currency swaps

4

0

0

71

Derivative financial liabilities
Commodity swaps

-1

0

0

0

Cross currency interest rate swaps

0

-8

0

0

-39

0

0

0

-2,282-4,102-6,188-3,439Forward exchange contracts and currency swaps
Total

1 Change in fair value of FX
forwards related to committed
investments and future bunker
consumption only affects equity.

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Consolidated
Financial Statements

4.1 Financial and operational risks (continued)
DKK million

2021
0-1 year

1-3 years

3-5 years After 5 years

902

0

0

0

Non-derivative financial assets
Cash
Trade receivables including work in progress services

2,772

0

0

0

Receivables from associates and joint ventures

26

0

0

0

Other receivables and current assets

624

16

0

0

Bank loans and mortgage on ferries-965-5,850-1,228-1,615

Issued corporate bonds

-954

-308

0

0

Non-derivative financial liabilities

Lease liabilities (undiscounted)-816-1,115-737-1,757-3,1190

0

0

Payables to associates and joint ventures

-51

0

0

0

Other payables

-173

0

0

0

Interest swaps & caps

3

5

3

0

Forward exchange contracts and currency swaps

20

6

6

14

Trade payables

Derivative financial assets

Derivative financial liabilities
Interest swaps & caps

-4

0

0

0

Cross currency interest rate swaps

-71

-6

0

0

Forward exchange contracts and currency swaps

-2

0

0

0

-1,808-7,252-1,956-3,358

Total

Assumptions for the maturity table:
The maturity analysis is based on undiscounted cash flows including estimated interest payments. Interest payments are
estimated based on existing market conditions.
The undiscounted cash flows related to derivative financial liabilities are presented at gross amounts unless the parties
according to the contract have a right or obligation to settle at net amount.
Credit exposure
DFDS’ credit exposure is primarily attributable to trade- and other receivables and cash. The receivables including work inprogress services are stated in the Balance sheet net of write-downs. Reference is made to note 3.2.1 for a further
information on write-downs on trade receivables and work in progress services.
According to the Group’s policy of undertaking credit risks, assessments of all customers and other partners are performed.
Prepayment guarantees amount to DKK 0m (2021: DKK 325m regarding DFDS’ newbuilding program).
DFDS’ credit risk towards financial counterparties primarily relates to cash on bank accounts and positive market values ofderivatives. Credit limits on financial counterparties are calculated in accordance with DFDS’ Financial Policy based on credit
ratings from international credit rating agencies. Credit ratings and resulting credit limits are monitored continuously.
Capital structure
The starting point for determining the level of capital distribution to shareholders is the current and expected futurefinancial leverage measured as the ratio between NIBD and EBITDA. Target leverage is a ratio between 2.0 and 3.0.
NIBD/EBITDA was 2.8 at year-end 2022. For shorter periods, leverage can move outside the range due to special events, e.g.,larger acquisitions.

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Notes
Consolidated
Financial Statements

4.1 Financial and operational risks (continued)
DKK million
Expected timing of recycling to Income statement or
Non-current assets of gains/losses recognised in the equity

2022

Time tomaturity

Notional
principal

Fair
value

Fair
value

amountassetsliabilities

0-1 year

1-3 years

3-5 years

After
5 years

Fair value
recognised
on Hedging
reserve

Expected future transactions

Hedge instrument

Interest

Interest swaps

0-11 years

2,317

227

0

39

78

46

64

227

Interest

Caps

0-4 years

1,190

17

0

15

0

0

0

15

Commodities

Commodity hedges

0-1 years

464

27

-1

26

0

0

0

26

Bond loans

Cross currency interest rate swaps

0-5 years

283

0

-8

0

15

0

0

15

Ferry charter

Forward exchange contracts

0-9 years

704

71

0

0

1

1

2

4

Sales and goods purchased

Forward exchange contracts

0-1 years

1,376

3

-38

0

0

0

0

0

345

-47

79

94

47

66

286

Total

in equity

DKK million
Expected timing of recycling to Income statement or
Non-current assets of gains/losses recognised in the equity

2021

Time tomaturity

Notional
principal
amountFair
value
assetsFairvalue
liabilities

0-1 year

1-3 years

3-5 years

After
5 years

Fair value
recognised on
Hedging
reserve inequity1Expected future transactions

Hedge instrument

Interest

Interest swaps

0-11 years

1.876

5

-4

-2

2

1

0

Interest

Caps

0-4 years

1.190

7

0

0

0

0

0

0

Bond loans

Currency swaps

0-3 years

932

0

-71

-4

0

0

0

-4

Bond loans

Cross currency interest rate swaps

0-5 years

298

0

-6

0

1

0

0

1

Ferry investments & ferry charter¹⁾

Forward exchange contracts

0-9 years

1.229

29

-2

-2

0

0

0

-2

Sales and goods purchased

Forward exchange contracts

0-1 years

944

Total
In 2022 no financial hedges were deemed inefficient hence no gain or loss were recognised in the Income statement for hedges qualifying
for hedge accounting. The fair value of the interest swaps has been calculated by discounting the expected future interest payments.
The discount rate for each interest payment is estimated based on market interest rates.
The fair value of forward exchange contracts and bunker contracts are calculated based on actual forward curves.

17

-1

0

0

0

0

0

58

-83

-9

3

1

0

-5

1 For instruments used tohedge ferry investments therecycling from equity will berecognised under non-current
tangible assets.

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Notes
Consolidated
Financial Statements

4.2 Information on financial instruments
DKK million

2021

2022

2022

Carrying amount per category of financial instruments
Financial assets measured at fair value:
Derivatives, related to operating activities

102

36

Derivatives, related to interest-bearing activities

244

23

4,989

4,183

Financial assets measured at amortised cost:
Trade receivables, receivables from associates and joint ventures, other receivables andcash

DKK million

Financial assets measured at fair value through profit or loss:
Securities

2

10

Derivatives, related to operating activities

-40

-2

Derivatives, related to interest-bearing activities

-8

-81

Financial liabilities measured at fair value:

Financial liabilities measured at amortised cost:

Level 1

Level 2

Level 3

Derivatives, financial assets

0

346

0

Securities, financial assets

0

0

2

Derivatives, financial liabilities

0

-48

0

Total

0

298

2

2021

Level 3

Level 1

Level 2Derivatives, financial assets

0

58

0

Securities, financial assets

0

0

10

Derivatives, financial liabilities

0

-83

0

Total

0

-25

10

Derivative financial assets and liabilities are all measured at level 2. Reference is made to note 4.1 for descriptionof the valuation method.

Interest-bearing liabilities, trade payables, payables to associates and joint ventures,and other payables-19,451-17,707

Total-14,162-13,538

Hierarchy of financial instruments measured at fair value
The table below ranks financial instruments carried at fair value by valuation method. The different levels have been defined
as follows:•

Level 1: Quoted prices in an active market for identical type of instrument, i.e. without change in form or content(modification or repackaging).

•

Level 2: Quoted prices in an active market for similar assets or liabilities or other valuation methods where allmaterial input is based on observable market data.

•

Level 3: Valuation methods where possible material input is not based on observable market data.

Securities, financial assets measured at fair value through the Income statement comprise other shares and equity
investments as well as other investments of DKK 2m (2021: DKK 10m). These consist of minor unlisted shares andinvestments. At year-end 2021 securities included DKK 8m related to an investment of 19.9% of the shares in ICT Logistics
Group, but after acquiring further 80.1% of the shares DFDS has during 2022 obtained control and consequently, ICT
Logistics Group has become a fully consolidated subsidiary. Reference is made to note 5.5 for further information on theacquisition.
Transfers between levels of the fair value hierarchy are considered to have occurred at the date of the event or change incircumstances that caused the transfer. There were no transfers between the levels in the fair value hierarchy in 2022 (2021:
No transfers).

Significant accounting estimates and assessments
Derivatives
When entering into agreements involving derivatives, Management assesses whether the derivative in question
meets the criteria for hedge accounting, including whether the hedging relates to recognised assets and liabilities,
projected future cash flows, or financial investments. Effectiveness tests are carried out, and any inefficiency isrecognised in the Income statement.

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Notes
Consolidated
Financial Statements

4.2 Information on financial instruments (continued)
Accounting policies

4.3 Changes in liabilities arising from financing activities
The table below discloses the cash as well as non-cash changes in interest-bearing liabilities and derivative financial
instruments related to issued corporate bonds.
The changes arising from cash flows form part of the cash flows from financing activities in the Statement of cash flows.

Derivative financial instruments
Derivative financial instruments are measured in the Balance sheet at fair value as from the date where thederivative financial instrument is concluded. The fair values of derivatives financial instruments are presented as
derivative financial instruments under assets if positive or under liabilities if negative. Netting of positive andnegative derivative financial instruments is only performed if the Group is entitled to and has the intention tosettle the derivative financial instruments as a net. Fair values of derivative financial instruments are computedon the basis of current market data and generally accepted valuation methods.
Fair value hedge
Changes in the fair value of financial instruments designated as and qualifying for recognition as a fair value hedge
of recognised assets and liabilities are recognised in the Income statement together with changes in the value ofthe hedged asset or liability based on the hedged proportion. Hedging of future cash flows according toagreements (firm commitments), except for foreign currency hedges, is treated as a fair value hedge of arecognised asset and liability.
Cash flow hedge
Changes in the fair value of financial instruments designated as and qualifying for cash flow hedging and which
effectively hedge changes in future cash flows, are recognised in Other comprehensive income. The change in fairvalue that relates to the effective portion of the cash flow hedge is recognised as a separate equity reserve until
the hedged cash flow impacts the Income statement. At this point in time the related gains or losses previously
recognised in Other comprehensive income are transferred to the Income statement into the same line item as thehedged item is recognised. However, when the forecast transaction that is hedged results in the recognition of anon-financial asset, the gains or losses previously recognised in Other comprehensive income are transferred fromequity and included in the initial measurement of the cost of the non-financial asset. For derivative financial
instruments that no longer qualify for hedge accounting, the hedge is dissolved prospectively. The accumulated
fair value in equity is immediately transferred to the Income statement into the same line item as the hedged item
is recognised.
Other financial instruments
For financial instruments that do not fulfil the requirements of being treated as hedge instruments, the changes infair value are recognised in the Income statement as financial income and cost.

Non-cash changes

1 Jan.
2022

New/
Additions
Foreign disposed/
Remeafrom exchange
sured
Cash
acquimoveLeases
flows
sitions
mentsBank loans and mortgage on
ferries

9,267

1,272

0

0

0

Issued corporate bonds

1,230

-898

0

-49

0

Lease liabilities

3,839

-963

240

-34

1,622

DKK million

Fair
value
changesOtherchanges

31 Dec.
2022

0

9

10,548

0

1

283

0

0

4,705

Changes in 2022
Interest-bearing liabilities:

Other liabilities

1

-1

0

0

0

0

0

0

14,337

-590

240

-83

1,622

0

9

15,535

77

-101

0

0

0

32

0

8

14,414

-691

240

-83

1,622

32

9

15,543

Derivatives financial
instruments:
Derivatives related to issued
corporate bonds
Total liabilities fromfinancing activities

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Notes
Consolidated
Financial Statements

4.3 Changes in liabilities arising from financing activities (continued)

4.4 Financial income and costs

Non-cash changes

DKK million

1 Jan.
2021

DKK million

New/
Foreign disposed/
Additionsfrom exchange
Remeaacquimovesured
Cash
flows
sitionsments
LeasesFair
valuechangesOtherchanges

31 Dec.
2021

Interest income from banks, etc.1)

91

Foreign exchange gain, net2)

20

27

Other financial income

380

Total financial income

66

29Interest expense to banks, credit institutions, corporate bonds, etc.1)

-234

-202

Interest expense on lease liabilities, reference is made to note 3.1.3

-130

-95

Financial costs

Interest-bearing liabilities:
Bank loans and mortgage on
ferries

8,557

414

292

-2

0

0

7

9,267

Issued corporate bonds

1,162

0

0

67

0

0

1

1,230

Lease liabilities

2,926

-834

340

127

1,279

0

0

3,839

Other liabilities

9

-1

1

0

0

0

-8

1

12,654

-421

633

192

1,279

0

0

14,337

Derivatives financial
instruments:

Total liabilities fromfinancing activities

2021

Financial income

Changes in 2021

Derivatives related to issued
corporate bonds

2022

140

0

0

0

0

-63

0

77

12,794

-421

633

192

1,279

-63

0

14,414

Defined benefit pension plans, reference is made to note 3.2.4
Other financial costs
Transfer to assets under construction

0

-2

-47

-17

1

8

Total financial costs

-409

-307

Financial income and costs, net

-343

-278

Accounting policies
Financial income and costs comprise interest income and costs; realised and unrealised gains and losses onreceivables, payables and transactions denominated in foreign currencies; realised gains and losses on securities;
amortisation of financial assets and liabilities; interests on leasing agreements; bank charges and fees etc. Also
included are realised and unrealised gains and losses on derivative financial instruments that are not designatedas hedges.

1 Primarily relates to financial
assets/liabilities measured atamortised cost. Income (net)from interest swaps is DKK -1m(2021: DKK 4m) and is included
under Interest expense to banks,
credit institutions, corporate
bonds, etc.
2 Foreign exchange gains in
2022 amounts to DKK 638m
(2021: DKK 219m) and foreignexchange losses amounts to DKK
618m (2021: DKK 192m) for theGroup.

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Notes
Consolidated
Financial Statements

4.5 Interest-bearing liabilities
DKK million

2022

2021

DKK million

Bank loans and mortgage on ferries

8,199

8,409

Allocation of currency, principal nominal amount:

283

298

3,916

3,118

12,397
2,349
0

932

788

721

0

1

Issued corporate bonds¹)
Lease liability
Total interest-bearing non-current liabilities
Bank loans and mortgage on ferries
Issued corporate bonds¹)

Lease liability
Other current liabilities

2022

2021

DKK

4,419

2,664

EUR

9,197

8,226

11,825

NOK

324

1,271

858

GBP

1,075

1,144

USD

342

809

SEK

140

193

Total interest-bearing current liabilities

3,137

2,511

Total interest-bearing liabilities

15,535

14,337

In connection with the delivery of a new freight and passenger ferry in 2022 DFDS’ obtained a new mortgage loans of DKK744m (EUR 100m), with a maturity of 12 years based on EURIBOR 3M interest. In addition to the new vessel mortgage loan,
DFDS refinanced a large part of existing debt in 2022. The facility that was established in June 2018 in connection with theacquisition of U. N. Ro-Ro of DKK 4,522m (EUR 607m) was refinanced partly until 2024 and partly until 2026. The refinanced
facility contains a loan covenant equivalent to the covenant in the original facility. During 2022 the Group repaid corporate
bonds with a nominal amount of NOK 1,250m (DKK 898m excluding cross currency swap, reference is made to note 4.3).
In 2021 DFDS obtained two new mortgage loans; one loan of DKK 744m (EUR 100m), with a maturity of 12 years based on
EURIBOR 3M interest rate and one loan of DKK 364m, with a maturity of 5 years and based on CIBOR. The two mortgage
loans were established in connection with the delivery of one new freight and passenger ferry and one new freight ferry.
The fair value of the interest-bearing liabilities amounts to DKK 15,534m (2021: DKK 14,337m). The fair value measurement
is categorised within level 3 in the fair value hierarchy.
The fair value of the financial liabilities is determined as the present value of expected future repayments and interest rates.
The Group’s actual borrowing rate for equivalent terms is used as the discount rate. The fair value of the issued corporate
bonds nominal of NOK 400m has been calculated based on the quoted bond price in June 2019 which is the latest quoted
price (2021: quoted bond price in June 2019).
DKK 3,165m of the interest-bearing liabilities fall due after five years (2021: DKK 3,109m). No unusual conditions inconnection with the borrowings are made. The loan agreements can be settled at fair value plus a small surcharge, whereaspremature settlement of the corporate bonds requires a repurchase of the bonds.
Reference is made to note 4.1 for financial risks, etc.

Other
Total interest-bearing liabilities

40

31

15,535

14,337

Accounting policies
Interest-bearing liabilities comprise amounts owed to mortgage/credit institutions and banks as well as amounts
owed to owners of issued corporate bonds including liabilities arising from derivatives relating to issued corporate
bonds. The amounts are initially recognised at fair value net of transaction expenses. Subsequently, the financial
liability is measured at amortised cost, corresponding to the capitalised value using the effective interest method,
so that the difference between the proceeds and the nominal value is recognised in the Income statement under‘financial costs’ over the term of the loan.
Interest-bearing liabilities also include capitalised residual lease obligations on finance leases. Other liabilities arerecognised at amortised cost, which corresponds to the net realisable value in all material respects.

1 In 2019 DFDS issued a fiveyear corporate bond of NOK
400m, which runs for the period
7 June 2019 until 7 June 2024.
The bond is listed on the Oslo
Stock Exchange. The five-yearbond has been issued with afloating rate based on threemonth NIBOR + 1.50% margin in
NOK, but subsequently swapped
to a fixed interest rate in DKK.

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Notes
Consolidated
Financial Statements

4.6 Equity

4.7 Treasury shares (continued)
In accordance with the Annual General Meeting in March 2022 the Board of Directors is authorised – until 23 March 2026 –to acquire treasury shares up to 5,860,000 shares corresponding to a nominal share value of DKK 117,200,000. However,
DFDS’ total number of treasury shares cannot at any time exceed 10% of DFDS A/S’ share capital. The price cannot deviate
by more than 10% from the listed acquisition price on NASDAQ Copenhagen at the time of acquisition.

Accounting policies
Dividends
Proposed dividend is recognised as liabilities at the date on which they are adopted at the annual general meeting(time of declaration).

DFDS A/S has during 2022 acquired treasury shares for a total payment of DKK 32m (2021: DKK 75m). Furthermore, during2022 DFDS A/S has disposed treasury shares for a total consideration of DKK 0m (2021: DKK 48m) in connection with
employees’ exercise of share options/restricted stock units.

Reserve for treasury shares
The reserve comprises the nominal value of treasury shares. The difference between the market price paid and thenominal value as well as dividend on treasury shares are recognised directly in equity under retained earnings. The
reserve is a distributable reserve.

The Parent Company’s holding of treasury shares at 31 December 2022 is 1,381,528 shares of DKK 20 each (2021:
1,272,318 shares), corresponding to 2.36% (2021: 2.17%) of the Parent Company’s share capital. Treasury shares are held
to cover the share option scheme and restricted stock unit plan for employees.

Currency translation reserve

4.8 Earnings per share

The reserve comprises DFDS A/S shareholders’ share of currency translation adjustments arising on the translationof net investments in enterprises with a functional currency other than DKK. The reserve is dissolved upon disposalof the entity.
Reserve for hedging

Profit for the year (DKK million)

The hedging reserve comprises the fair value of hedging transactions that qualify for recognition as cash flow
hedges and where the hedged transactions have not been realised. Hedge accounting ceases when the hedging
instrument matures or if a hedge is no longer effective.

Attributable to non-controlling interests (DKK million)
Attributable to DFDS Group
Weighted average number of issued ordinary shares

4.7 Treasury shares
2021

Treasury shares at 1 January

1,272,318

1,255,892

Acquisition of treasury shares

110,000

200,000-790-183,574

1,381,528

1,272,318

354

444

Disposal of treasury shares due to exercise of share options and restricted stock units
Treasury shares at 31 December
Market value of treasury shares based on quoted share price at
31 December, DKK million

2021

2,019

976

-10

-18

2,010

958

58,631,578

58,631,578

Weighted average number of treasury shares-1,363,552-1,215,616

Weighted average number of circulating ordinary shares

57,268,026

57,415,962

Effects of dilution from issued share options and restricted stock unit plans
2022

Number of shares

2022

79,63684,36357,347,662

57,500,325

Basic earnings per share (EPS) of DKK 20 in DKK

35.09

16.69

Diluted earnings per share (EPS-D) of DKK 20 in DKK

35.04

16.67

Weighted average number of circulating ordinary shares (diluted)

When calculating diluted earnings per share for 2022, 1,155,397 share options (2021: 339,833 share options) havebeen omitted as they are out-of-the-money. The share options might dilute earnings per share in the future.

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5. Other notes

Notes
Consolidated
Financial Statements

5.1Remuneration
Remuneration toto
Executive
Board andBoard
Board ofDirectors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
139
5.1.
the Executive
and
Board
of Directors ...................................................
139
5.2 Fee to Auditors appointed at the annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  140

5.2.
Fee to Auditors appointed at the annual General Meeting ........................................................... 140
5.3 Share based payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1415.3.
payments.................................................................................................................................
140
5.4ShareCash based
flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
143
5.5	Acquisitions and non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1445.4.
Cash flow ........................................................................................................................................................... 143
5.6 Guarantees, collateral and contingent liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  146

5.5.
and non-controlling interests...................................... Error! Bookmark
5.7Acquisitions
Contractual commitments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
146 not defined.
5.8Guarantees,
Related partycollateraltransactions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
146
5.6.
and contingent liabilities ..............................................................................
146
5.9 Events after the balance sheet date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  146

5.7.
Contractual commitments.......................................................................................................................... 146
5.10 Company overview. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1475.8. Related party transactions ........................................................................................................................ 147
5.10. Company overview ..................................................................................................................................... 148

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Notes
Consolidated
Financial Statements

5.1 Remuneration to the Executive Board and Board of Directors
Torben Carlsen

Remuneration to the Executive Board

Karina Deacon

1 Marianne Dahl, Jesper Hartvig
Nielsen and Jens Otto Knudsen
left the Board of Directors in
2022.

Executive Board, total

DKK ‘000

2022

2021

2022

2021

2022

2021

Wages and salaries

9,000

7,900

4,410

4,200

13,41012,100

Bonus

7,200

5,000

3,440

2,500

10,640

7,500

900

790

441

420

1,341

1,210

Share based payment

2,875

2,381

1,599

1,005

4,474

3,386

Other employee costs

265

250

190

175

455

425

20,24016,321

10,0808,300

30,32024,621

2022

2021

Defined contribution pension plans

Total remuneration to Executive Board

The termination period for the Executive Board is 12 months. Further, the CEO has additional 12 months redundancy
payment. In connection with a change of control of the Group, the members of the Executive Board can – within the first 3
months of the event - terminate their employment with the same effect as if the Company had given notice of termination of
employment to the Executive Board. Key management personnel is defined as CEO Torben Carlsen and CFO Karina Deacon.

(Continued)

DKK ‘000

DKK ‘000

2022

2021

Claus V. Hemmingsen, Chair

1,125

1,125

Anders Götzsche, Chair

250

250

Klaus Nyborg, Deputy Chair

750

750

Dirk Reich 2⁾

125

500

Anders Götzsche

375

375

Jill Lauritzen Melby

125

125

Marianne Dahl¹⁾

94

375

Minna Aila (Joined in March 2022)

75

0Jill Lauritzen Melby

375

375

Total remuneration to the Audit Committee

575

875

Dirk Reich

375

375

Minna Aila, (Joined in March 2022)

281

0

Jesper Hartvig Nielsen¹⁾

94

375

Claus V. Hemmingsen

100

100

Lars Skjold-Hansen

375

375

Klaus Nyborg

100

100

Jens Otto Knudsen¹⁾

94

375

Marianne Dahl

25

100

Marianne Henriksen, (Joined in March 2022)

281

0

Total remuneration to the Nomination Committee

225

300

Kristian Kristensen, (Joined in March 2022)

281

0

Total remuneration to the Board of Directors

5,300

5,675

4,500

4,500

Total remuneration to the Executive Board and Board of Directors

35,62030,296

Audit Committee:

Board:

Total remuneration to the Board (continue to the right)

Remuneration & Nomination Committee:

Remuneration to the chair of the Audit Committee is DKK 250k per year (2021: DKK 250k) and remuneration to othermembers of the Audit Committee is DKK 125k per year (2021: DKK 125k) each. Remuneration to each of the three membersof the Remuneration and Nomination Committee is DKK 100k per year (2021: DKK 100k).

2 Dirk Reich received an
extraordinary fee of DKK
375,000 in 2021 due toconsiderable advisory work
related to business development,
acquisitions, and organisational
design.

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Notes
Consolidated
Financial Statements

5.2 Fee to Auditors appointed at the Annual General Meeting
DKK million

2022

2021

Audit fees

11

10

Other assurance engagements¹⁾

0

0

Tax and VAT advice²⁾

2

1

Resigned
ExecutiveBoard
Key members andemployees
employees
NumberNumber2022

Executive
Board
Number375,305

626,3620-112,794

Non-audit services³⁾

1

0

Outstanding at 1 January

Total fees

14

11

Transferred between categories

Total

Average
exercise
price peroption
DKK

155,426

1,157,093

336.36

112,7940337.78Granted during the year

64,814

111,8920

176,706

301.00Fees for services other than the statutory audit of the financial statements provided by Pricewaterhousecoopers
Statsautoriseret Revisionspartnerselskab, Denmark amounted to DKK 1.1m (2021: DKK 0.4m) including other assurance
opinions and agreed-upon procedures, as well as tax and accounting advice.

Expired during the year

-27,778-41,124-60,922-129,824

390.000-28,746-19,832-48,578373.70

Outstanding at 31 December

412,341555,590

187,466

1,155,397

331.76

5.3 Share based payment

Of this exercisable at the end of the year

112,863

159,125

136,689

408,677356.96

Total

Average
exercise
price peroption
DKKLong-term incentives
The decision to grant long-term incentives is made by the Board of Directors. With effect from 2021 the long-term incentives
for the Executive Board and key employees consist of two components, Share options and Restricted Share Units (RSUs)
where the award is split 50/50 between them based on value as per grant date. Both components vest on a straight-line
basis over three years from the date of grant. Special conditions apply regarding illness and death and if the capital structureof the Parent Company is changed. Share options and RSUs granted can only be settled with shares. A part of the treasury
shares is reserved for settling the outstanding share options, RSUs and phantom shares.
Share options
Share options have been granted to the Executive Board and key employees. Each share option gives the holder of the option
the right to acquire one existing share in the Parent Company of nominal DKK 20. The share option schemes equal a right toacquire 2.0% of the share capital (2021: 2.0%) if the remaining share options are exercised.
Share options were granted in 2016-2020 at an exercise price equal to the average share price of the Parent Company’s
shares 20 days before the grant with an addition of 10%. Share options are granted in 2021-2022 at an exercise price equal
to the average share price of the Parent Company’s shares five days after the release of the Q4 report with an addition of
10%.
The share options can be exercised when a minimum of three years and a maximum of five years have elapsed since thegrant dates.

Forfeited during the year

Resigned
ExecutiveBoard
Key members andemployees
employees
NumberNumber2021

Executive
Board
NumberOutstanding at 1 January

360,629604,141

225,794

1,190,564

338.55Granted during the year

56,72897,8980

154,626301.00Exercised during the year

-42,052-70,214-70,368-182,634

262.000-5,4630-5,463262.00375,305

626,362

155,426

1,157,093

336.3676,991

146,230

116,612339,833

385.67

Expired during the year
Outstanding at 31 December
Of this exercisable at the end of the year

The share options granted in 2022 had a fair value of DKK 7.3m (2021: DKK 6.6m), equal to an average fair value per optionof DKK 41.38 (2021: DKK 42.66).
No share options have been exercised during 2022 (2021: 182,634). The average weighted market price per share exercisedin 2021 was DKK 289.75.
Vesting of share options is expensed in the Income statement for 2022 with DKK 7m (2021: DKK 7m). The calculated fairvalues are based on the Black-Scholes formula for measuring share options. The outstanding options on 31 December 2022
have an average weighted remaining contractual time 2.1 years (2021: 2.3 years).

1 Other assurance engagements
amount to DKK 0.4m (2021: DKK0.0m) Includes review ofregulatory financial statement.
2 Tax and VAT advice amount to
DKK 1.7m (2021: DKK 0.6m) andcomprise of work related to Tax
compliance.
3 Non-audit services amount to
DKK 1.1m (2021: DKK 0.3m) andcomprises of advice in relation toacquisition of enterprises.

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DFDS
AnnualReport2022

Notes
Consolidated
Financial Statements

5.3 Share based payment (continued)
Assumptions concerning the calculation of fair value at time of grant:

Year of grant

Exercise Market priceprice at grant date

Expected
volatility

Expected
annual
Risk-free dividend perinterest share (DKK)
rate at grant date

Expected
term

Fair value
per option
at time of
granting

2022

344

307.2034.60%-0.19%

12.00

3 years

41.38

2021

301

271.0034.81%-0.55%

6.33

3 years

42.66

2020

314

262.4027.27%-0.72%

9.00

3 years

19.67

2019, November

291

273.4026.86%-0.72%

11.00

27 months

25.28

2019, February

335

306.6027.99%-0.51%

9.00

3 years

34.19

2018

383

331.6027.87%-0.20%

11.00

3 years

30.48

Executive
Board
Number2022
Outstanding at 1 January
Transferred between categories
Granted during the year
Forfeited during the year
Outstanding at 31 December
Of this exercisable at the end of the year

The expected volatility for 2018 to 2022 is based on the historical volatility for the past three years. The risk-free interest
rate is for 2018 to 2022 based on three-year Danish government bonds.
Restricted Stock Units (RSUs)
RSUs have been granted to the Executive Board and key employees. Each RSU gives the holder a right to receive one existing
share in the Parent Company of nominal DKK 20 when the three-year vesting period has elapsed. The RSUs equal a right toreceive 0.07% (2021: 0.04%) of the share capital if all remaining RSUs are transferred. Vesting of RSUs is expensed in the
Income statement for 2022 with DKK 4m (2021: DKK 2m).
The number of RSUs granted in 2021 and 2022 is based on the average share price of the Parent Company’s shares five days
after the release of the Q4 report.

Outstanding at 1 January

Total

8,844

15,26000-4,289

4,289

0

8,565

14,785023,35024,1040-1,130-2,365-3,495

17,40924,626

1,924

43,9590

0

0

0

Resigned
ExecutiveBoard
Key members andemployees
employees
NumberNumber

Total

Executive
Board
Number2021

Resigned
ExecutiveBoard
Key members andemployees
employees
NumberNumber0

0

0

0

Granted during the year

8,844

15,260024,104

Outstanding at 31 December

8,844

15,260024,10400

00Expected
term

Fair value
per shareat time of
granting

Of this exercisable at the end of the year

Year of grant

Exercise Market priceprice at grant date

Expected
volatility

Expected
annualdividend per
Risk-free share (DKK)interest rate at grant date

2022

0

307.2034.60%-0.19%

12.00

3 years313.152021

0

271.0034.81%-0.55%

6.33

3 years273.65

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AnnualReport2022

Notes
Consolidated
Financial Statements

5.3 Share based payment (continued)
Employee recognition
In recognition of the contribution made by DFDS’ employees in a year with exceptional challenges, the Board of Directors has
22 December 2020 awarded up to 50 shares free of charge to each employee. The shares will vest over a three-year period
from January 2021 to December 2023 on a straight-line basis. Only employees working through the full vesting period will
be entitled to the shares. Employees working more than 24 hours per week will get 50 shares, if they work more than 12hours and up to 24 hours per week, they get 30 shares and if they work up to 12 hours per week, they get 10 shares. If an
employee retires or leaves his job because of disability during the period until December 2023 the employee is entitled to
the full number of shares when the employee leaves. The shares are in most countries awarded as a phantom share
programme whereby the entitled employees will receive a cash payment in December 2023 equal to the value of 50 DFDS
shares. A part of the treasury shares is reserved for settling the outstanding shares in the employee recognition programme.
In total 8,289 employees are at award date entitled to the shares. Based on historical attrition rates for each country the
total expected number of shares to be transferred to the employees is 282,723 of which 168,176 are phantom shares (cash)
and 114,547 are shares.
1,790 shares have been transferred during 2022 (2021: 150 shares). Vesting of shares for 2022 is an expense of DKK 19m(2021: DKK 29m).

Year of grant2020 Special Reward

Exercise
priceMarketprice atgrant date

0267.00

Expected
annualdividend pershare (DKK)
at grant
Expected
Risk-freevolatility interest rate
date
34.87%-0.55%

6.33

Expected
term

Fair value
per shareat time of
granting

3 years247.87

Accounting policies
The Group has set up equity-settled share option plans and RSUs. Part of the Parent Company’s holding of treasury
shares is used for the share option plans and the RSUs.
The value of services received in exchange for granted share based payment is measured at the fair value of theshare based payment granted.
The equity-settled share options and RSUs are measured at the fair value at grant date and recognised in the
Income statement under staff costs over the vesting period. The counter posting is recognised directly in equity asa shareholder transaction.
At initial recognition of the share options, an estimate is made over the number of share based payment that theemployees will vest, cf. the service conditions described above in this note. Subsequent to initial recognition, theestimate of share based payments to be vested is adjusted whereby the total recognition is based on the actual
number of vested share based payments.
The fair value of the granted share options is calculated using the Black-Scholes option-pricing model. Terms andconditions for each grant are taken into account when calculating the fair value.
The share based payment programmes are recognised at fair value over the vesting period and expensed as staff
cost. The accrual is recorded under Other payables or on equity depending on whether settlement is done in cash
or shares, respectively.

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AnnualReport2022

Notes
Consolidated
Financial Statements

5.4 Cash flow
DKK million

2022

2021

Change in provisions

11

7

Change in write-down of inventories for the year

68

Change in provision for defined benefit plans and jubilee obligations

16

10

Vesting of share option plans and employee shares expensed in the Income statement30

37

Non-cash operating items

64

62

Non-cash operating items

Change in working capital
Change in inventories

-61

-91

Change in receivables, such as trade receivables, prepaid costs, etc.

-463

-359

Change in current liabilities, such as trade payables, deferred income, current account withjoint ventures, etc.

530

597

6

148

Change in working capital

Accounting policies
The Cash flow statement has been prepared using the indirect method, and shows the consolidated cash flow fromoperating, investing, and financing activities for the year, and the consolidated cash and cash equivalents at the
beginning and end of the year.
The cash flow effect of acquisition and disposal of enterprises is shown separately in cash flows to/from investing
activities. Cash flows from acquisitions of enterprises are recognised in the Cash flow statement from the date ofacquisition. Cash flows from divestment of enterprises are recognised up until the date of disposal.
Cash flow from operating activities is calculated on the basis of the profit/loss before amortisation anddepreciation (EBITDA) and special items adjusted for the cash flow effect of special items, non-cash operating
items, changes in working capital (such as trade payables, deferred income, current account payables to joint
ventures, trade receivables, prepaid costs, etc.), payments related to pensions and other provisions, payments
relating to financial items and corporation tax paid.
Cash flow from investing activities includes payments in connection with the acquisition and divestment ofenterprises and activities and of non-current intangible assets, tangible assets and investments. Cash flow fromfinancing activities includes changes in the size or composition of the Group’s share capital, payment of dividends
to shareholders, purchase of treasury shares, cash received from exercise of share options and the obtaining andrepayment of bank loans and mortgage loans and other long-term and short-term debt. Payment of leaseliabilities is included under financing activities and the related interest is included as a financial item underoperating activities. Cash and cash equivalents comprise cash at banks and on hand.

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Notes
Consolidated
Financial Statements

5.5 Acquisitions and non-controlling interests
2022
McBurney Transport GroupOn 29 December 2022 DFDS entered into an agreement to acquire 100% of McBurney Transport Group headquartered in
Northern Ireland. The company is focused on moving cold chain and dry goods in trailers by road and ferry between island of
Ireland and the UK. Closing of the transaction is subject to regulatory approval.
Lucey Transport Logistics
On 30 September 2022, the acquisition of Lucey Transport Logistics Ltd. based in Dublin, Ireland was completed and the
DFDS Group obtained control as from this date. The acquired company is after the acquisition included in the Dry Goods
Business Unit in the Logistics Division. DFDS Group acquired 100% of the share capital.
Lucey Transport Logistics is an Irish provider of transport and logistics solutions, primarily to consumer goods companies.
Door-door transports are provided for full- and part-loads as well as distribution services. The logistics solutions include
warehousing, inventory management, bonded storage, and product rework and labelling.

Lucey
Transport
Logistics

Other
acquisitions

Total
acquisitions2022

Non-current intangible assets

111

19

130

Land and buildings

196

0

196

Equipment etc.

38

33

71

Non-current assets

345

52

397

Trade receivables including work in progress services

42

73

115

Other receivables

5

6

11

Cash at hand and in bank

76

50

126

Current assets

123

129

252

Total assets

469

181

650

DKK m

Deferred tax

14

4

18

DFDS paid DKK 300m for the acquired company. Cash in the acquired company amounted to DKK 76m. Accordingly theliquidity effect was DKK 224m. In addition, an earn-out agreement was entered into according to which seller is entitled toadditional payment based on financial performance for the following 12 months period after the acquisition. Trade
receivables have been recognised at the acquisition date at a fair value of DKK 42m which is the same as their gross value.

Interest bearing debt

196

18

214

Non-current liabilities

210

22

232

Trade payables

17

66

83

Interest bearing debt

16

10

26

Lucey Transport Logistics revenue included in the 2022 reporting is DKK 75m and EBITDA of DKK 23m. If the transaction had
been completed as of 1 January 2022 revenue from 1 January 2022 to 31 December 2022 is estimated to have been DKK297m and EBITDA of DKK 91m.

Other current liabilities

13

8

21

Current liabilities

47

83

130

Total liabilities

257

106

363

Fair value of acquired net assets

212

76

288
406

In connection with the acquisition DFDS has measured identifiable intangible assets i.e., customer relationships etc. which arerecognised in the acquisition balance sheet at their fair value of DKK 111m at acquisition date.
Following recognition of acquired identifiable assets and liabilities at their fair value, the goodwill related to the acquisition
is DKK 97m. The goodwill represents primarily the value of the staff and know-how taken over and expected synergies fromcombining the acquired Group with the existing DFDS activities and network. The goodwill is not deductible for tax purposes.
Other acquisitions 2022
ICT Logistics
On 15 September 2021 DFDS Group entered into an agreement to acquire 80.1% of the shares in ICT Logistics Group. The
transaction was completed on 19 January 2022. The purchase price for the acquired shares amount to DKK 69m. Cash in theacquired company amounted to DKK 33m. Consequently, the liquidity effect was DKK 35m.

Total purchase price
300

106

Contingent consideration

7

0

7

Fair value of existing ownership share

0

17

17

Fair value of the purchase price

308

123

431

Goodwill at acquisition

97

47

144

Cash consideration

Cash consideration

300

106

406

The acquisition is made by DFDS A/S which already owned 19.9% of ICT Logistics Group. In Q1 2022 the Group revalued theexisting ownership share of 19.9% to DKK 17m which resulted in a gain of DKK 9m recognised under Special items.

Acquired cash at hand and in bank

76

50

126

Net out flow of cash from acquisition

224

56

280

primeRailOn 10 May 2022 DFDS Group acquired 100% of the share capital of the German rail forwarding company primeRail GmbHheadquartered in Troisdorf, Germany. The purchase price for the acquired shares amounted to DKK 37m. Cash in the acquiredcompany amounted to DKK 16m. Accordingly, the liquidity effect was DKK 21m.

The above purchase price allocations are preliminary. Accordingly, changes may occur as the purchase price allocation is notconsidered final until 12 months after acquisition.

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Notes
Consolidated
Financial Statements

5.5 Acquisitions and non-controlling interests (continued)
Accounting policies

2021
HSF Group
The purchase price allocation for HSF Group (acquired 14 September 2021) is finalised and unchanged compared to 31
December 2021. For further details of the acquisition, refer to the annual report for 2021.

Enterprises acquired or formed during the year are recognised in the Consolidated Financial Statements from thedate of acquisition or formation. Enterprises disposed are recognised in the Consolidated Financial Statements
until the date of disposal. The comparative figures are not adjusted for acquisitions or disposals.

Acquisition of non-controlling interests
Acquisition of shares by DFDS A/S in AB DFDS Seaways during 2022 amounts to less than DKK 1m (2021: less than DKK 1m),
equivalent to an ownership of 0.01% (2021: 0.01%) after which the company is owned 97.1% (2021: 97.1%). Badwill of lessthan DKK 1m (2021: Badwill of less than DKK 1m) is recognised directly in equity.

Business combinations where control is obtained by the DFDS Group are recognised using the acquisition method.
The identifiable assets, liabilities, and contingent liabilities of newly acquired enterprises are assessed at their fairvalue on the acquisition date. Identifiable intangible assets are recognised if they are separable or arise from acontractual right. Deferred tax related to the revaluations is recognised.

Significant accounting estimates and assessments
In applying the acquisition method of accounting, estimates are an integrated part of assessing fair values ofseveral identifiable assets acquired and liabilities assumed, as observable market prices are typically notavailable.
Valuation techniques where estimates are applied typically relate to determining the present value of future
uncertain cash flows or assessing other events in which the outcome is uncertain at the date of acquisition.
Significant estimates are typically applied in accounting for property, plant and equipment and customer
relationships. As a result of the uncertainties in fair value estimation, measurement period adjustments may be
applied.

The acquisition date is the date on which the DFDS Group obtains actual control over the acquired enterprise.
Positive differences (goodwill) between, on the one hand, the purchase price, the value of minority interests in theacquired enterprise and the fair value of any previously acquired shareholdings, and, on the other hand, the fairvalue of the acquired identifiable assets, liabilities and contingent liabilities are recognised as goodwill under noncurrent intangible assets. Goodwill is not amortised but is tested annually for impairment. The first impairment
test is performed before the end of the acquisition year. Upon acquisition, goodwill is allocated to the cashgenerating units, which subsequently form the basis for the impairment test. Allocation of goodwill to cashgenerating units is described in sections 3.1.1 and 3.1.4.
Goodwill and fair value adjustments in connection with the acquisition of a foreign enterprise with a different
functional currency than the DFDS Group’s presentation currency are treated as assets and liabilities of the foreign
enterprise and are translated and converted at first recognition to the functional currency of the foreign enterpriseat the exchange rate on the transaction date.
The purchase consideration of an enterprise is the fair value of the agreed payment in the form of assets
transferred, liabilities assumed, and equity instruments issued to seller. If part of the consideration is contingent on
future events or fulfilment of agreed conditions, this part of the consideration is recognised at fair value at thedate of acquisition. Costs attributable to business combinations are recognised directly in the Income statement
when incurred. If, at acquisition date, uncertainty exist regarding the identification and measurement of acquired
assets, liabilities or contingent liabilities, or determination of the purchase price, initial recognition andmeasurement is done based on preliminary values. The preliminary values may be adjusted until 12 months fromthe acquisition date, provided the initial recognition was preliminary or incorrect. Changes in estimates regarding
contingent considerations are recognised in the Income statement as Special items.
Incremental acquisitions after control have been obtained, i.e., purchase of minority interests, are recognised
directly in equity. Disposal of minority interests not resulting in loss of control is likewise recognised directly inequity. Gains or losses on disposal of subsidiaries, associates and joint ventures are calculated as the difference
between the disposal consideration and the book value of net assets at the date of disposal, including the bookvalue of goodwill, accumulated exchange gains and losses previously recognised in the equity as well as
anticipated disposal costs. Exchange rate adjustments attributable to the Group’s ownership interest, and which
previously were recognised directly in equity, are included in the calculation of the gain/ loss. Any retained
participating interests are measured at their fair value at the time at which the controlling influence was lost.

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AnnualReport2022

Notes
Consolidated
Financial Statements

5.6 Guarantees, collateral and contingent liabilities

5.8 Related party transactions

Guarantees issued by banks on behalf of the Group amount to DKK 405m (2021: DKK 619m). In addition, the Group has
issued two guarantees in relation to defined benefit pension schemes in the UK of an amount up to DKK 148m (2021: DKK255m).

Lauritzen Fonden, Copenhagen with a nominal shareholding of 42.3%, through Lauritzen Fonden Holding Aps, exercises defacto control over DFDS A/S. Accordingly, the members of the Board of Directors and the Executive Board at Lauritzen
Fonden as well as all companies owned by Lauritzen Fonden are related parties. Furthermore, related parties comprise DFDS’
Executive Board and Board of Directors, leading employees, and close members of the family of those, DFDS’ subsidiaries,
associates and joint ventures, reference is made to note 5.10.

The Group is in 2022 as well as in 2021 part in various legal disputes. The outcome of these disputes is not considered likely
to influence DFDS’ financial position significantly, besides what is already recognised in the balance sheet.
Certain ferries with a total carrying amount of DKK 8,596m (2021: DKK 7,062m) have been pledged as security for mortgage
on ferries and bank loans with a total carrying amount of DKK 5,353m (2021: DKK 5,024m).
At year end 2022 DKK 175m (2021: DKK 167m) of the cash was deposited on restricted bank accounts. DKK 175m is not
restricted from January 2023.

In addition to intra-group balances and transactions (primarily charter hire, financing and commissions etc.), which are
eliminated on consolidation, usual Executive Board and Board of Directors remuneration (reference is made to note 2.4 and5.1), share options and restricted share units to the Executive Board and leading employees (reference is made to note 5.3)
and the below transactions, a distribution of dividend DKK 8.00 per share has been carried out during the year.

DKK million

Sale of Purchase ofServices
Services Receivables

Liabilities

2022

Significant accounting estimates and assessments

Non-current assets

Provisions and contingencies

36

167

23

12

35

189

26

51

2021

Management assesses provisions and contingencies on an ongoing basis, as well as the likely outcome of pendingor potential legal proceedings, etc. Such outcome depends on future events which are inherently uncertain. In
assessing the likely outcome of significant legal proceedings, tax issues, etc., Management uses external legal
advisers as well as relevant case law.

Non-current assets

5.9 Events after the balance sheet date
On 9 February 2023, an auction share buyback of DKK 300m was announced and launched on 10 February 2023. The
buyback was completed on 22 February 2023 with a total of 1,071,428 shares purchased at a price of DKK 280 per share
which equalled a total purchase sum of DKK 300m.

5.7 Contractual commitments
DKK million

2022

2021

Contractual commitments, term 0-1 year

59

625

Contractual commitments, term 1-5 years

27

86

Contractual commitments, term after 5 years

0

91

Contractual commitments (undiscounted)

86

802

The Group contractual commitments in 2022 include a Vessel Share Agreement in the Netherlands. Contractual
commitments in 2021 mainly relates to one new building for a freight and passenger ferry (Ro-pax) delivered in 2022 and acommitment for a new headquarter in Denmark.

On 16 February 2023, DFDS awarded 26,984 restricted share units and 128,838 share options to the Executive Board and anumber of key employees. The theoretical value is DKK 22m calculated according to the Black-Scholes model.
On 29 December 2022, DFDS announced it had entered into an agreement to acquire 100% of McBurney Transport
Group. Completion of the acquisition was subject to regulatory approval. The required regulatory approvals have been
received on 23 February 2023 and completion of the transaction will be announced separately.

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AnnualReport2022

Notes
Consolidated
Financial Statements

5.10 Company overview
Company

Ownership
share 2022 1)

CountryCity

Currency

Share CapitalCompany

Denmark

Copenhagen

DKK

1,172,631,560

Belgium

Gent

EUR

2,355,976

Ownership
share 2022 1)

1 Unless otherwise indicated,the companies are 100% owned
by DFDS Group.
CountryCity

Currency Share Capital

HSF GrundstücksverwaltungsGmbH & Co KG.

Germany

NeuenkirchenVörden

EUR

20,000

ICT Logistics GmbHGermany

Norderstedt

EUR

25,000primeRail GmbH 2)

Germany

Troisdorf

EUR

98,000Parent Company
DFDS A/S
Subsidiaries:
DFDS Belgium N.V. 2)

China

Shanghai

CNY

2,901,420

Alphatrans-Szállítás Szolgáltató
Kft.

Hungary

Gyula

HUF

3,000,000

DFDS Logistics s.r.o. 2)

Czech Republic

PragueCZK

1,100,000

Lucey Transport Logistics Ltd.2)

IrelandDublinEUR

3,000

DFDS Germany ApS 2)

Denmark

Copenhagen

DKK

500,000

Lundvej 15 ApS 2)

Denmark

Copenhagen

DKK

100,000

DFDS Logistics Contracts (Ireland)Ltd. 2)

IrelandDublinEUR

200

Dronningens Kvarter 1 ApS 2)

Denmark

Copenhagen

DKK

43,500,000

DFDS Logistics A/S

Denmark

Esbjerg

DKK

600,000

DFDS Skandinavia A/S

Denmark

Esbjerg

DKK

7,500,000

DFDS Stevedoring A/S 2)

Denmark

Esbjerg

DKK

502,000

ICT Holding A/S 2)

Denmark

Herning

DKK

500,000

DFDS Logistics Denmark A/S

Denmark

Herning

DKK

500,000

ICT Solutions ApS

Denmark

Herning

DKK

125,000

DFDS Køletransport A/S

Denmark

Hobro

DKK

1,500,000

DFDS Logistics OÜ 2)

Estonia

Tallinn

EUR

3,000

DFDS Logistics OY 2)

Finland

Turku

EUR

2,520

DFDS Logistics SARLFranceBoulogne sur Mer

EUR

30,000DFDS Seaways S.A.S. 2)

FranceDieppeEUR

37,000Dunes Bail SNC 3)

France

Paris

EUR

1,000

Flandres Bail SNC 3)

France

Paris

EUR

1,000

Germany

Cuxhaven

EUR

25,000Germany

NeuenkirchenVörden

EUR

Germany

NeuenkirchenVörden

Germany

NeuenkirchenVörden

N&K Cold Chain Logistics(Shanghai) Co., Ltd.

DFDS Germany ApS & Co. KG 2) 5)
HSF Logistics Deutschland GmbHHSF Beteiligungs GmbH
Eurofresh Logistics GmbH

EUR
EUR

25,00025,00025,000DFDS Seaways Ireland Ltd.2)
Samer Seaports & Terminals SRL

60.00

DFDS SIAICT Logistics UAB
AB DFDS Seaways 2)

97.10

IrelandDublin

EUR

100

Italy

Trieste

EUR

2,800,000
113,886

LatviaLiepaja

EUR

Lithuania

Klaipeda

EUR

2,896

Lithuania

Klaipeda

EUR

96,438,756

NorthSea Terminal AS

NorwayBrevikNOK

1,000,000

DFDS Logistics AS 2)

NorwayLysaker

NOK

20,538,000

DFDS Seaways AS 2)

NorwayOslo

NOK12,000,000

DFDS Polska Sp. z o.o. 2)

PolandPoznanPLN

10,005,000

DFDS Logistics Sp. z o.o.

80.00

PolandSzubin

PLN

5,000

DFDS Logistics Polska Sp. z o.o.

80.00

PolandSzubinPLN

50,000DFDS Investments Sp. z o.o.

80.00

ICT Logistics Technology SRL
Romania Transport Group SRL
N&K Spedition Spain S.L.

80.00

PolandSzubinPLN

5,000

Romania

Bucharest

RON

147,050

Romania

Tibod

RON

1,000

SpanienTarragona

EUR

60,000DFDS Seaways Hispania S.L. 2)

Spanien

Valencia

EUR

3,000

DFDS Seaways Holding AB 2)

SwedenGothenburg

SEK

100,000

DFDS Logistics Services AB 2)

SwedenGothenburg

SEK

1,100,000

DFDS Logistics AB

SwedenGothenburg

SEK

500,000

DFDS Logistics Contracts AB

SwedenGothenburg

SEK

50,000SwedenGothenburg

SEK

1,000,000

DFDS Logistics Partners AB

85.00

2 The Company is directly
owned by the Parent Company
DFDS A/S.
3 The Company is controlled by
DFDS Group, but DFDS Group has
no ownership in the company.
4 Due to minority protection in
the shareholders’ agreements the
DFDS Group does not have acontrolling interest.
5 Relief in accordance with Sec.
264b German Commercial Code
(HGB).

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AnnualReport2022

Notes
Consolidated
Financial Statements

5.10 Company overview (continued)
Company
DFDS Professionals AB 2)

Ownership
share 2022 1)

CountryCity

Currency

Share Capital

87.50

SwedenGothenburg

SEK

25,000Company

Ownership
share 2022 1)

CountryCity

Currency

Share Capital

Trieste Newholdco Denizcilik veTaşımacılık A.Ş.

TürkiyeIstanbul

EUR

461,635,380

TürkiyeIstanbul

EUR

464,440,121

TürkiyeIstanbul

EUR

475,242,795
369,967,159

DFDS Seaways AB

SwedenGothenburg

SEK

25,000,000

DFDS Logistics Helsingborg AB

SwedenHelsingborg

SEK

50,000DFDS Logistics Karlshamn AB 2)

SwedenKarlshamn

SEK

1,800,000

Trieste Holdco Denizcilik veTaşımacılık A.Ş.
Trieste Midco Denizcilik veTaşımacılık A.Ş.

Alphatrans International Trucking
B.V.

the Netherlands

BrielleEUR

18,000DFDS Logistics Nijmegen B.V.

the Netherlands

NijmegenEUR

40,840DFDS Transport B.V.

the Netherlands

NijmegenEUR

22,689DFDS Denizcilik ve Tasimacilik
A.Ş.

TürkiyeIstanbul

EUR

DFDS Holding B.V.

the Netherlands

Vlaardingen

EUR

40,000,000

Huisman International (UK) Ltd.

UK

Corby

GBP

100

DFDS NewCo B.V. 2)

the Netherlands

Vlaardingen

EUR

1

DFDS Logistics Ltd. 2)

UKImmingham

GBP

150,000

DFDS Logistics B.V.

the Netherlands

Vlaardingen

EUR

455,000

DFDS Logistics Contracts Ltd.

UK

Immingham

GBP

2,571,495

DFDS Seaways B.V.

the Netherlands

Vlaardingen

EUR

18,400DFDS Logistics Services Ltd. 2)

UKImmingham

GBP

100

Maxibas B.V.

the Netherlands

Wijchen

EUR

18,152DFDS Logistics Property Ltd.

UK

Immingham

GBP

250,000

DFDS Logistics Wijchen B.V.

the Netherlands

Wijchen

EUR

20,000DFDS Seaways Holding Ltd. 2)

UKImmingham

GBP

250,000

Huisman International B.V.

the Netherlands

Wijchen

EUR

15,882DFDS Seaways Plc. 2)

UKImmingham

GBP

40,250,000

Huisman International Transport
B.V.

the Netherlands

Wijchen

EUR

18,152

UkraineKiev

UAH

357,644

Huisman Warehousing B.V.

the Netherlands

Wijchen

EUR

18,152

Huisman Network Logistics B.V.

the Netherlands

Wijchen

EUR

18,000DFDS Logistics Winterswijk B.V.

the Netherlands

Winterswijk

EUR

18,150DFDS Packaging Pool B.V.

the Netherlands

Winterswijk

EUR

18,000DFDS Logistics Transport
Winterswijk B.V.

the Netherlands

Winterswijk

EUR

18,160DFDS Property Nijmegen B.V.

the Netherlands

Winterswijk

EUR

18,000DFDS Property and Equipment
Winterswijk B.V.

the Netherlands

Winterswijk

EUR

77,140DFDS Turkey Denizcilik ve Tasi
Yati A.Ş.

TürkiyeIstanbul

EUR

342,000,000

98.80

LLC DFDS
Associates:
Bohus Terminal Holding AB 4)

65.00

SwedenGothenburg

SEK

50,000Gothenburg RO/RO Terminal AB

65.00

SwedenGothenburg

SEK

5,000,000

DeaL Energy A/S 2)

50.00

Denmark

Hellerup

DKK

500,000

Euro Asia cold Chain Logistic

52.04

China

Shanghai

CNY22,100,000

28 Dormant entities

149

DFDS Annual Report 2022

Parent Financial Statements

150

Income statement

150

Statement of comprehensive income

151

Balance sheet

152

Statement of changes in equity

154

Statement of cash flows

155

Notes

ParentFinancial
Statements
2022

151
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AnnualReport2022

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ParentStatement of comprehensive income 1 January – 31 December

Income statement 1 January – 31 December
DKK million

Note

Revenue

1

2022

2021

DKK million

11,621

8,250

Profit for the year

Costs:
Ferry and other ship operation and maintenance2

Transport solutions-3,591-2,029-2,452-2,313-472-321

Employee costs

3-1,485-1,162

Cost of sales and administration

4

-978

-654

2,643

1,771

5

1

Amortisation, depreciation and impairment losses on intangible and tangible
assets and Right-of-use assets
5-1,534-1,695

Operating profit (EBIT) before special items

1,115

77

55

-55

Operating profit before depreciation (EBITDA) and special items
Profit on disposal of non-current assets, net

6Operating profit (EBIT)

1,170

22

Financial income

7

630

259

Financial costs

7

-192

-175

1,608

106

Profit before tax
Tax on profit
Profit for the year

2022

2021

1,608

131

Other comprehensive income

Freight handlingSpecial items, net

Note

8

0

24

1,608

131

Items that are or may subsequently be reclassified to the Income statement:
Value adjustment of hedging instruments for the year

210

43

Value adjustment transferred to operating costs

9-56

Value adjustment transferred to financial costs

11

-73

Value adjustment transferred to non-current tangible assets

7-64Foreign exchange adjustments, foreign branches

-33

2

-42

-1

Items that are or may subsequently be reclassified to the Income statement

162

-150

Total other comprehensive income after tax

162

-150

1,770

-19

Tax on items that are or may be reclassified to the Income statement

Total comprehensive income

8

152
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AnnualReport2022
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ParentBalance sheet 31 December Assets
DKK million

Balance sheet 31 December Equity and Liabilities
Note

2022

2021

DKK million

Goodwill

116

116

Share capital

Software320

292

Reserves

Development projects in progress

12

14

Retained earnings
Equity

Note

2022

2021

1,173

1,173

501

275

8,975

7,908

Non-current intangible assets

9

448

423

10,6499,355

Land and buildings

10

22

1

Interest-bearing liabilities

20

3,955

3,041

Terminals

10

27

23

Deferred tax

16

6

0

Ferries and other ships

10

6,397

4,734

Pension and jubilee liabilities

18

9

8

Equipment, etc.

10

199

138

Other provisions

19

31

109

Assets under construction and prepayments

10

172

1,192

Derivative financial instruments

24

Right-of-use assets

11

1,818

1,209

Non-current liabilities

8,635

7,297

Interest-bearing liabilities

9,289

8,387

Trade payables

2

10

Other provisions

75

62

Corporation tax

3

8

Other payables

22
24

Non-current tangible assets
Investments in subsidiaries

12

Investments in associates, joint ventures and securities
Receivables

13

Prepaid costs
Derivative financial instruments

24

263

34

Derivative financial instruments

Deferred tax assets

16

0

3

Prepayments from customers

20
19

71

36

4,071

3,193

4,622

4,194

1,650

1,284

16

3

36

4

428

394

49

77

182

126
6,082

Other non-current assets

9,631

8,504

Current liabilities

6,982

Non-current assets

18,714

16,224

Liabilities

11,0539,275

Equity and liabilities

21,702

18,629Inventories

14

183

162

Receivables

13

2,210

1,682

77

79

Prepaid costs
Derivative financial instruments

29

6

489

475

Current assets

2,988

2,405

Assets21,702

18,629

Cash

24

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ParentStatement of changes in equity 1 January – 31 December 2022

DKK million

SharecapitalTranslation
reserve

Hedging
reserve

Reserve fordevelopment
costs

TreasurysharesRetainedearnings

Total

Equity at 1 January 2022

1,173

-3

-4

307

-25

7,908

9,355

1,608

1,608

Comprehensive income for the year
Profit for the year
Other comprehensive income after tax

0

-33

236

0

0

-42

162

Total comprehensive income

0

-33

236

0

0

1,566

1,770

-235

-235

Transactions with owners
Dividend paid
Dividend on treasury shares
Extraordinary dividend paid
Extraordinary dividend on treasury shares
Share-based payments
Purchase of treasury shares-2

Capitalised development costs, additions
Total transactions with owners 2022
Equity at 31 December 2022

26

5

5

-235

-235

5

5

15

15

-30

-32

-26

0

0

0

0

26

-2

-499

-475

1,173

-36

232

333

-28

8,975

10,649The Parent Company’s share capital is divided into 58,631,578 shares of DKK 20 each. All shares have equal rights. There are no restrictions on voting rights. The shares are fully paid up. The Board of Directors proposes to the Annual General Meeting that adividend of DKK 5.00 per share (corresponding to DKK 293m) is paid in 2023. In addition, DKK 300m has been distributed during February 2023 through a share buyback.

154
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ParentStatement of changes in equity 1 January – 31 December 2021

DKK million

SharecapitalTranslation
reserve

Hedging
reserve

Reserve fordevelopment
costs

TreasurysharesRetainedearnings

Total

Equity at 1 January 2021

1,173

-5

147

285

-25

7,808

9,382

131

131

Comprehensive income for the year
Profit for the year
Other comprehensive income after tax

0

2

-151

0

0

-1

-150

Total comprehensive income

0

2

-151

0

0

130

-19

Transactions with owners
13

13

-4

-71

-75

6

6

4

44

48

-22

0

Share-based payments
Purchase of treasury shares
Sale of treasury shares
Cash from sale of treasury shares related to exercise of share options
Capitalised development costs, additions
Total transactions with owners 2021
Equity at 31 December 2021

22
0

0

0

22

0

-30

-8

1,173

-3

-4

307

-25

7,908

9,355

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ParentStatement of cash flows 1 January - 31 December
DKK million

Note

2022

2021

DKK million

Note

2022

2021

Operating profit before depreciation (EBITDA) and special items

2,643

1,771

Proceed from bank loans and loans secured by mortgage in ferries

Cash flow effect from special items related to operating activities

-54

-31

Adjustments for non-cash operating items, etc.

25

24

27

Change in working capital

26

280

313

Payment of pension liabilities and other provisions-1-1

Interest etc., received

65

117

-193

-75

-1

20

Cash flow from operating activities

2,764

2,141

Investments in ferries including dockings, etc.

-1,121

-952

-115

-41

4

1

Interest etc., paid
Taxes paid

Investments in other non-current tangible assets
Sale of other non-current tangible assets
Investments in non-current intangible assets
Acquisition of enterprises, associates, joint ventures, and activities

12

Sale of shares in associated company
Group internal acquisition of enterprises

12Group internal divestment of enterprises

-569

21

-1,000

0

Payment of lease liabilities

21

-940

-1,227

Change in Group internal financing, net

21

-579

134

-32

-75

Acquisition of treasury shares
Cash received from sale of treasury shares

06Cash received from exercise of share options

048

Other financing cash flows-33

0

Dividends paid

-459

0

-1,12875-260

Cash flow from financing activities
Net cash flow

140Cash and cash equivalents at 1 January

475

735

0

20

Cash and cash equivalents at 31 December

489

475

0

-41
0

166

148

1

153

Cash flow from investing activities-1,622-2,476

Free cash flow

1,142

-335

Other investing cash flows-1,980

Repayment of corporate bonds incl. settlement of cross currency swap

-62

-1,701Dividends received from subsidiaries

1,758

-70

-108

12

3,894

-406

28

Capital contributions to subsidiaries, etc.

21

Repayment and instalments of bank loans and loans secured by mortgage inferries
21

150
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AnnualReport2022
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AnnualReport2022

Notes

Error!Financial
Use the Statements
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ParentNote 1. Revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156
Note 1. Revenue ...................................................................................................................................................... 156
Note 2. Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156
Note3.2.
Costs.............................................................................................................................................................
156
Note
Employeecosts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 157
Note
Fees
to auditorscosts........................................................................................................................................
appointed at the Annual General Meeting. . . . . . . . 157
Note4.3.
Employee
157
Note
Amortisationand depreciation
for theatyear. . . . . . . . . . . . . . . . . . . . . .
157
Note5.4.
Fees to auditors
appointed
the Annual General Meeting..................................................157
Note 6. Special Items, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158
Note 5. Amortisation and depreciation for the year................................................................................. 157
Note 7. Financial income and costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158
Note8.6.
Special Items, net ....................................................................................................................................
158
Note
Tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
159
Note
Non-current
159
Note9.7.
Financialintangible
incomeasset
and. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
costs .................................................................................................................
158
Note 10. Non-current tangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160
Note 8. Tax ................................................................................................................................................................ 159
Note 11. Right of use assets and lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . 161
Note12.9.Investments
Non-current
intangible
asset .............................................................................................................
159
Note
in subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
162
Note
Receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
163
Note13.10.
Non-current tangible assets ............................................................................................................
160
Note
Inventories.
. . . . .assets. . . . . . . .and
. . . . . lease. . . . . . . liabilities. . . . . . . . . . . ......................................................................................
. . . . . . . . . . . 163
Note14.11.
Right of. .use
161
Note 15. Treasury shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163
Note
12.
Investments
insubsidiaries..............................................................................................................
162
Note 16. Deferred tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164
Note17.13.
Receivables............................................................................................................................................
163
Note
Share
based payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
164
Note
Pensionand jubilee
liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165
Note18.14.
Inventories..............................................................................................................................................
163
Note 19. Other provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165
Note 15. Distribution to shareholders and treasury shares .................................................................. 163
Note 20. Interest-bearing liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166
Note21.16.
Deferredtax............................................................................................................................................
164
Note
Changesin liabilities
arising from financing activities. . . . . . . . . . . . 167
Note
Other
payables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
167
Note22.17.
Sharebased payment.........................................................................................................................
164
Note 23. Information on financial instruments. . . . . . . . . . . . . . . . . . . . . . . . . . . 167
Note 18. Pension and jubilee liabilities ......................................................................................................... 165
Note 24. Financial and operational risks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168
Note25.19.
Otheroperating
provisions....................................................................................................................................
165
Note
Non-cashitems. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170
Note26.20.
Interest-bearing
liabilities ................................................................................................................
166
Note
Changein working capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
170
Note
Acquisition
andenterprises,
Note27.21.
Changes
indivestments
liabilities ofarisingfromactivities
financing activities .......................................................... 166
and non-controlling interests. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170
Note 22. Other payables ...................................................................................................................................... 167
Note 28. Guarantees, collateral and contingent liabilities . . . . . . . . . . . . . . . . 170
Note29.23.
Information
on financial
instruments ..........................................................................................
167
Note
Contractual
commitments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
170
Note
Relatedparty transactions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
171
Note30.24.
Financialand operational risks ......................................................................................................
168
Note 31. Impairment testing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171
Note 25. Non-cash operating items................................................................................................................. 170
Note 32. Events after the balance sheet date . . . . . . . . . . . . . . . . . . . . . . . . . . . 172
Note33.26.
Changepolicies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
in working capital.................................................................................................................
170
Note
Accounting
172

Note 27. Acquisition and divestments of enterprises, activities and non-controllinginterests...................................................................................................................................................................... 170
Note 28. Guarantees, collateral and contingent liabilities .................................................................... 170
Note 29. Contractual commitments................................................................................................................ 170
Note 30. Related party transactions .............................................................................................................. 171
Note 31. Impairment testing .............................................................................................................................. 171
Note 32. Events after the balance sheet date ............................................................................................ 172
Note 33. Accounting Policies ............................................................................................................................. 172

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ParentNote 1. Revenue

Note 1 Revenue (continued)
2022

DKK million

Ferry
Division

Logistics
Division

NonallocatedTotal

Geographical markets

2021

DKK million

Ferry
Division

Logistics
Division

NonallocatedTotal

Geographical markets

North Sea

6,146

-

0

6,146

North Sea

4,351

-

0

4,351

Baltic Sea

1,564

-

0

1,564

Baltic Sea

1,370

-

0

1,370

English Channel

3,088

-

0

3,088

English Channel

1,911

-

0

1,911

Continent

-

409

0

409

Continent

-

319

0

319

Nordic

-

370

0

370

Nordic

-

254

0

254

UK/Ireland

-

15

0

15

UK/Ireland

-

17

0

17

Other

0

0

28

28

Other

0

0

28

28

Total

10,798795

28

11,621

Total

7,632

590

28

8,250

Product and services

Product and services
Seafreight and shipping logistics solutions

5,924

0

0

5,924

Transport solutions

26

454

0

480

Passenger seafare and onboard sales

936

0

-1

935

158

Terminal services

86

0

0

86

415

Charters including related income

431

0

0

431

Agency and other revenue

7,153

0

0

7,153

24

585

0

610

2,799

0

0

2,799

Terminal services

159

0

0

Charters including related income

415

0

0

Transport solutions
Passenger seafare and onboard sales

Agency and other revenue
Total

247

210

28

485

10,798795

28

11,621

Revenue includes revenue recognised from contracts with customers in accordance with IFRS 15 and other revenue (leasing
activities). Revenue from leasing activities amounts to DKK 415m (2021: DKK 431m). Onboard sales amounts to DKK
1,286m (2021: DKK 445m).

Seafreight and shipping logistics solutions

230

136

28

394

7,632

590

28

8,250

DKK million

2022

2021

Ferry and other ship cost including charters related cost

1,240

695

Bunker

2,351

1,335

Total ferry and other ship operation and maintenance

3,591

2,029

Total

Note 2. Costs

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ParentNote 3. Employee costs

Note 4. Fees to auditors appointed at the Annual General Meeting

DKK million

2022

2021

DKK million

2022

2021

Wages, salaries and remuneration

1,255

1,029

Audit fees32Hereof capitalised employee costs

-47

-33

Other assurance engagements

00Defined contribution pension plans

81

72

Tax and VAT advice

1

0

Other social security costs

67

55

Non-audit services

00

Share based payment, reference is made to note 17

16

17

Total fees

4

2

Other employee costs

115

71

-3

-49

Total employee costs

1,485

1,162

Full time equivalents (FTE)

2,820

2,377

Government grants (Covid-19)

Reference is made to note 5.1 of the Consolidated Financial Statements for a description of the Parent Company’s
remuneration to the Executive Board and remuneration to the Board of Directors as these are the same for the Parent
Company and the Group.

In relation to fees for services other than the statutory audit of the Financial Statements provided byPricewaterhousecoopers Statsautoriseret Revisionspartnerselskab, Denmark reference is made to the Consolidated Financial
Statements note 5.2.

Note 5. Amortisation and depreciation for the year
DKK million

2022

2021

Software44

39

Land and Buildings

20Terminals

5

3

463

401

Ferries and other ships
Equipment etc.

38

36

Right-of-use assets

981

1,215

1,534

1,695

Total amortisation and depreciation for the year

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ParentNote 6. Special Items, net
DKK million

Note 7. Financial income and costs
2022

2021

Acquisition and integration costs relating to HSF Logistics Group

0-29

ICT Logistics value adjustment

90Adjustment of earn-out regarding an acquisition

50

Reversal of restructuring costs

15

-74

DKK million

2022

2021

Interest income from banks, etc.

3

1

Interest income from subsidiaries

16

15

Foreign exchange gains, net1)

35

6

Reversal of impairment of investments in subsidiaries2)

364

0Dividends received from subsidiaries

166

148

Ineffectiveness on derivative contracts

089

Other financial income

460Total financial income

630

259

Financial income

2 Reference is made to note 31.

Reversal of impairment of a freight ferry made in connection with reclassification toasset held for sale033

Accounting gain related to divestment of a subsidiary (2021: divestment of an
associated company)

27

16

Special items, net

55

-55

15

-104

Interest expense to banks, credit institutions, corporate bonds, etc.

-84

-52

-104

Interest expense on lease liabilities3)

-86

-13

Interest expense to subsidiaries-90

Impairment of investments in subsidiaries

0

-110

-15

-8

If special items had been included in the operating profit before special items, theywould have been recognised and have effect as follows:
Operating costs
Operating profit before depreciation (EBITDA)
Profit on disposal of non-current assets and associates, net

Financial costs

15
27

16

Amortisation, depreciation, and impairment losses/reversal on intangible and tangible
assets0

33

Other financial costs

Financial income

130Transfer to assets under construction

Profit before tax

55

-55

1 Foreign exchange gains in 2022
amounts to DKK 509m (2021: DKK137m) and foreign exchange losses
amounts to DKK 474m (2021: DKK132m).

1

8

Total financial costs

-192

-175

Financial income and costs, net

438

85

DFDS A/S makes forward exchange transactions, etc., on behalf of all subsidiaries, and therefore foreign exchange gains andlosses in DFDS A/S also consist of the Group’s gross transactions. Transactions entered into, on behalf of subsidiaries, aretransferred to the subsidiaries on back-to-back terms.
Except for interest income (net) relating to interest swap agreements of DKK 1m (2021: DKK 4m) interest income andinterest expenses relate to financial instruments measured at amortised cost.

3 Reference is made to note 11.

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ParentNote 8. Tax
DKK million

Note 9. Non-current intangible asset
2022

2021

Current joint tax contributions-33

0

Movement in deferred tax for the year

-115

Adjustment to corporation tax in respect of prior years

015

Adjustment to deferred tax in respect of prior years

2

3

-42

23

Tax for the year
Tax for the year is recognised as follows:
Tax in the Income statement

024

Tax in Other comprehensive income

-42

-1

Tax for the year

-42

23

Profit before tax

1,608

106

Income subject to tonnage tax-1,069-94

Profit before tax subject to corporate income tax

539

12

22% tax of profit before tax

-118

-3

119

12

Adjustments of tax in respect of prior years

2

18

Corporate income tax

3

27

Tonnage tax-3-3

Tax in the Income statement

024

Effective tax rate (%)

2.5

-22.9

Effective tax rate before adjustment of prior years’ tax (%)

15.2

-5.7

Tax in the Income statement can be specified as follows:

Tax effect of:
Non-taxable/non-deductible items¹)

DKK million
Cost at 1 January 2022

DFDS A/S and its Danish subsidiaries are subject to compulsory joint taxation with Lauritzen Fonden Holding ApS and its
Danish controlled enterprises. Lauritzen Fonden Holding ApS is the administration company in the joint taxation and settles
all payments of corporation tax due by the joint taxed enterprises with the tax authorities. In accordance with the Danish
rules on joint taxation, DFDS A/S and its Danish subsidiaries are liable for their own corporate tax due and are only subsidiaryand pro rata liable for the corporation tax liabilities towards the Danish tax authorities for all other enterprises that are partof the Danish joint taxation.

Total

116

640

14

Additions

0

0

70

70

Disposals

0

-15

0

-15

Transfers

771

0

72

-72

0

116

698

12

826

Amortisation and impairment losses at 1 January 2022

0

348

0

348

Amortisation charge

0

44

0

44

Disposals

0

-15

0

-15

Amortisation and impairment losses at 31 December 2022

0

377

0

377

116

320

12

448

Development
projects in
Softwareprogress

Total

Cost at 31 December 2022

Carrying amount at 31 December 2022

DKK million

The ferry activities are included in the Danish tonnage tax scheme where the taxable income related to transportation ofpassengers and freight is calculated based on the tonnage deployed during the year. Taxable income related to otheractivities is taxed according to the normal corporate income tax rules at the standard corporate tax rate of 22%.

Goodwill

Development
projects inprogress
Software

1 Primarily relates to tax
exempt dividends fromsubsidiaries and write-down ofinvestment in subsidiaries.

Cost at 1 January 2021

Goodwill
116

539

55

711

Additions

0

0

622)

62

Disposals

0

-1

0

-1

Transfers

0

102

-102

0

Cost at 31 December 2021

116

640

14

771

Amortisation and impairment losses at 1 January 2021

0

310

0

310

Amortisation charge

0

39

0

39

Disposals

0

-1

0

-1

Amortisation and impairment losses at 31 December 2021

0

348

0

348

116

292

14

423

Carrying amount at 31 December 2021

2 Addition on development
projects in progress relates tothe implementation of a new
ERP system (DKK 34m), which
went live in 2021, Transport
Management System (DKK 12m)
and other operational systems(DKK 16m).

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ParentNote 9 Non-current intangible assets (continued)

Note 10 Non-current tangible assets (continued)

The Parent Company’s carrying amount of Goodwill DKK 116m (2021: DKK 116m) relates to the acquisition of two freightand passenger routes in 2016 and 2011, respectively, and one freight route in 2005.
The carrying amount of software and development projects in progress primarily relates to a Passenger booking system, aTransport Management System to the Logistics Division, an onboard sales system, an ERP system, and digital initiatives ingeneral.

Note 10. Non-current tangible assets

DKK million

Land andbuildings

Terminals

Ferries andother ships

Assets underconstruction
Equipment
and preetc.
payments

Total

Cost at 1 January 2022

11

72

9,720

440

1,192

11,435Additions

0

0

0

0

1,238

1,238

Disposals

-9

0

-166

-16

0

-190

Transfers

23

10

2,1261)99-2,2570

Cost at 31 December 2022

25

81

11,681524

172

12,483

Depreciation and impairment
losses at 1 January 2022

10

49

4,986

302

0

5,347

Depreciation charge

2

5

463

38

0

508

Disposals

-9

0

-166

-15

0

-189

Depreciation and impairment
losses at 31 December 2022

3

54

5,284

325

0

5,666

Carrying amount at 31
December 2022

22

27

6,397

199

172

6,817

Assets underconstruction
and preEquipment
etc.
payments

Land andbuildings

Terminals

Ferries andother ships

Cost at 1 January 2021

11

64

9,171

443

Foreign exchange adjustments

0

0

-1

0

0

-1

Additions

0

0

0

0

1,001

1,001

Disposals

0

0

-189

-18

0

-207

Transfers

0

7

6212)

15

-643

1

Transferred from assets
classified as held for sale0

Cost at 31 December 2021

11

Depreciation and impairment
losses at 1 January 2021
Depreciation charge

DKK million

For information regarding impairment tests reference is made to note 3.1.4.

1 Primarily relates to two newvessels delivered in 2022.

834

Total
10,523

0

118

4)

0

0

118

72

9,720

440

1,192

11,435

10

46

4,726

283

0

5,065

0

3

401

36

0

440

Impairment charge

0

0

-333)

0

0

-33

Disposals

0

0

-189

-17

0

-206

Transferred from assets
classified as held for sale

0

0

814)

0

0

81

Depreciation and impairment
losses at 31 December 2021

10

49

4,986

302

0

5,347

Carrying amount at 31
December 2021

1

23

4,734

138

1,192

6,088

2 Transfers Ferries and otherships primarily relates to a newbuilding DKK 388m, which was
deployed in February 2021.
3 Impairment charge relates toa reversal of an impairment of
DKK 33m that was made in 2020
on Ark Futura. The reversal was
made in connection withclassifying the ferry back from
Assets classified as held for sale.
4 Ark Futura has ceased to beclassified as asset held for saleduring 2021 and consequently
reclassified to ferries and otherships.

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ParentNote 11. Right of use assets and lease liabilities

1 Primarily related to the Group
internal charter contracts.

Set out below are the carrying amounts of lease liabilities (included under interest-bearing liabilities) and the movements
during the period.

The Parent Company has lease contracts for various items of Land & buildings, Terminals, Ferries, Equipment etc. in its
operations. The Parent Company obligations under the leases are secured by the lessors title to the leased assets. There areseveral lease contracts that include extension and termination options. At 31 December there are no significant extension
options which are not already incorporated. Set out below are the carrying amounts of Right-of-use assets recognised andthe movements during the period.

DKK million

2022

2021

As at 1 January

1,242

1,450

Additions/Remeasurement

1,676

1,122

Instalments-940-1,227

Disposals

-88

-103

Foreign exchange adjustments

-11

0

1,878

1,242

DKK million

2022

2021

Land andbuildings

Terminals

Ferries andother ships

Equipment
etc.

Total

Cost at 1 January 2022

62

57

3,585

49

3,752

Additions/Remeasurement

155

71

1,4431)6

1,676

Disposals

-60

0

-700

-18

-778

Cost at 31 December 2022

157

128

4,328

37

4,650

Depreciation and impairment losses at 1
January 2022

60

50

2,405

28

2,543

Within 1 year

930

749

Depreciation charge

16

9

946

10

981

1-3 years

423

500

Disposals

-60

0

-623

-9

-692

3-5 years

293

3

After 5 years

562

4

2,208

1,256

DKK million

Total Lease liabilities at 31 December
Lease liabilities expiring within the following periods from the balance sheet date:

Depreciations and impairment losses 31
December 2022

16

59

2,728

29

2,832

Carrying amount at 31 December 2022

141

68

1,600

8

1,818

Land andbuildings

Terminals

Ferries andother ships

Equipment
etc.

Total

DKK million

2022

2021

Cost at 1 January 2021

62

57

3,228

63

3,409

Additions/Remeasurement001,1221)0

1,122

Non-current liabilities

1,022

503

Disposals

0

0

-765

-14

-779

Cost at 31 December 2021

62

57

3,585

49

3,752

Depreciation and impairment losses at 1
January 2021

38

48

1,897

22

2,006

Depreciation charge

22

2

1,181

11

1,215

Disposals

0

0

-672

-5

-677

Depreciations and impairment losses 31
December 2021

60

50

2,405

28

2,543

Carrying amount at 31 December 2021

2

6

1,180

21

1,209

Total Lease liability, non-discounted
Lease liabilities are recognised in the Balance sheet as follows:

DKK million

Current liabilities
Total Lease liabilities

856

739

1,878

1,242

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ParentNote 11 Right of use assets and lease liabilities (continued)

Note 11 Right of use assets and lease liabilities (continued)

The following amounts are recognised in the Income statement:

The Parent Company as a lessor
The Parent Company has entered into several operating leases of its ferries. Future minimum receivable under noncancellable operating leases as at 31 December are as follows:

DKK million

2022

2021

Expenses relating to low-value assets (included in cost of sales and administration)-3-2

Operating Lease commitments (lessor)

Interest expenses on lease liabilities

-86

-13

DKK million

Depreciation, ships-946-1,181

Depreciation, other non-current assets

-36

-35

-1,070-1,231

Total amount recognised in the Income statement
The following amounts from leases are recognised in the Statement of cash flows:
DKK million

2022

2021

Net cash flows from operating activities, gross-3-2

Interest etc. paid

-86

-13

Net cash flows from operating activities, net

-89

-15

Net cash flows from financing activities-940-1,227-1,029-1,242

Total cash outflow from Leases

In 2022 the Parent Company paid DKK 1.027m (2021: DKK 1,241m) regarding lease agreements where of interest expenses
related to lease liabilities amount to DKK 86m (2021: DKK 13m), and instalments of lease liability amount to DKK 940m
(2021: DKK 1,227m).
There are no material impact on other comprehensive income. At 31 December 2022 the Parent Company was committed to
low-value leases where the total commitment was DKK 12m (2021: DKK 5m). The Parent Company has no lease contracts
including fixed and variable payments.

2022

2021

2 Reference is made to note 31.

Minimum Lease payments (income)FerriesWithin 1 year

353

425

1-3 years

577

625

3-5 years

177

442

Total ferries

1,107

1,492

The specified minimum payments are not discounted. Operating lease- and rental Income recognised in the Income statement
amount to DKK 415m in 2022 (2021: DKK 431m). The contracts are entered into on usual conditions.

Note 12. Investments in subsidiaries
DKK million

2022

2021

Cost at 1 January

8,832

7,091

Additions1)

539

1,741

Disposals-30

Cost at 31 December

9,368

8,832

Accumulated impairment losses at 1 January

-445

-335

Disposals

20Impairment losses2)

0

-110

Reversal of prior year impairment losses2)364

0Accumulated impairment losses at 31 December

-79

-445

9,289

8,387

Carrying amount at 31 December

1 2022: Additions relates topurchase of Lucey Transport
Logistics, ICT Logistics andprimeRail, Reference is made tonote 27. Further addition relates tocapital injection in Lundvej 15 Aps(DKK 65m), Dronningens Kvarter 1
Aps (DKK 43m) and acquisition ofminority shares in AB DFDS
Seaways (less than DKK 1m).

Reference is made to the Company overview in the Consolidated Financial Statements note 5.10. The carrying amount ofinvestments in subsidiaries is tested for impairment at least at year-end.

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ParentNote 13 Receivables (continued)

Note 13. Receivables
DKK million

DKK million
2022

2021

Other non-current receivables

15

15Interest-bearing receivables from subsidiaries

60

47

Total non-current receivables

75

62

Trade receivables

782

619

Interest-bearing receivables from subsidiaries1)

648

387

Non-interest-bearing receivables from subsidiaries

416

325

Receivables from associates and joint ventures

22

23

Other receivables and current assets

343

328

2,210

1,682

Total current receivables

2021

Up to 30 days

1

6

31-60 days

0061-90 days

00

91-120 days

10More than 120 days

14

9

Write-downs at 31 December

17

15

Age distribution of write-downs:
Days past due:

Write-downs and realised losses are recognised in Ferry and other ship operation and maintenance costs in the Income
statement. Reference is made to note 4.1 in the Consolidated Financial Statements for a description of Credit risk.

Note 14. Inventories

The carrying amount of receivables is in all material respects equal to the fair value.
DKK million

2022

2022

2021

Trade receivables that are past due, but not impaired:
Days past due:
Up to 30 days

122

72

31-60 days

8

5

61-90 days

5

0

91-120 days

4

2More than 120 days

26

2

Past due, but not impaired

166

81

Write-downs at 1 January

15

16

Write-downs

14

4

Realised losses-30

Reversed write-downs-8-4

Write-downs at 31 December

17

15

Movements in write-downs, which are included in the trade receivables:

DKK million

2022

2021

Bunker126

102

Goods for sale

78

78

Write-down of inventories end of year

-22

-18

Total inventories

183

162

Write-down of inventories expensed during the year amounts to DKK 6m (2021: DKK 8m).

Note 15. Distribution to shareholders and treasury shares
Distribution to shareholders
A dividend of DKK 4.00 per share was paid in March 2022 (corresponding to DKK 229m excluding dividend on treasury
shares) and further an extraordinary dividend of DKK 4.00 per share was paid in August 2022 (corresponding to DKK 229m
excluding dividend on treasury shares) – i.e., a total dividend distribution in 2022 of DKK 459m. The Board of Directors
proposes for the 2022 Annual General Meeting in March 2023 that a dividend of DKK 5.00 per share is paid in 2023
(corresponding to DKK 293m including dividend on treasury shares). Further, DKK 300m has been distributed during February
2023 through a share buyback.
Treasury shares
Information regarding the Parent Company’s and the Group’s holding of treasury shares is identical. Reference is made to theConsolidated Financial Statements note 4.7.

1 The carrying amount of Interestbearing receivables fromsubsidiaries relates to current credit
facilities that are made available tosubsidiaries. Receivables fromsubsidiaries are impaired by DKK0m at 31 December 2022 (2021:
DKK 0m).

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ParentNote 16. Deferred tax

Note 17. Share based payment
2022

DKK million

Land and buildings,
terminals and otherequipment

Tax loss
carriedforward

Total

Deferred tax at 1 January

6

-9

-3

Recognised in other comprehensive income

0

11

11

Adjustment regarding prior years recognised in the Income
statement

0

-2

-2

Deferred tax at 31 December, net

6

0

6

DKK million

Land and buildings,
terminals and otherequipment

Tax loss
carriedforwardEmployee recognition
In recognition of the contribution made by DFDS’ employees in a year with exceptional challenges, the Board of Directors has
22 December 2020 awarded up to 50 shares free of charge to each employee. The shares will vest over a three-year period
from January 2021 to December 2023 on a straight-line basis. Only employees working through the full vesting period will
be entitled to the shares. If an employee retires or leaves his job because of disability during the period until December 2023
the employee is entitled to the full number of shares when the employee leaves. The shares are in most countries awarded
as a phantom share programme whereby the entitled employees will receive a cash payment in December 2023 equal to thevalue of 50 DFDS shares.

2021

In total 2,362 employees are at award date entitled to the shares. Based on historical attrition rates for each country the
total expected number of shares to be transferred to the employees is 81,382 of which 16,262 are phantom shares (cash)
and 65,120 as shares.

Total

No shares have been transferred during 2022 (2021: none). Vesting of shares for 2022 is an expense of DKK 4m (2021: DKK
8m).

Deferred tax at 1 January

5

0

5

Recognised in the Income statement

1

-6

-5

Adjustment regarding prior years recognised in the Income
statement

0

-3

-3

Deferred tax at 31 December, net

6

-9

-3

DKK million

Information regarding long-term incentives for the Parent Company and the Group is identical. Reference is made to theConsolidated Financial Statements note 5.3.

2022

2021

Deferred tax assets

0-3

Deferred tax liabilities

60

Deferred tax at 31 December, net

6-3

Deferred tax is recognised in the balance sheet as follows:

By joining the tonnage taxation scheme, DFDS A/S is subject to the requirements of the scheme until end of 2031. DFDS A/S
is liable to a contingent tax that may realise at the withdrawal from the tonnage taxation scheme. DFDS A/S controls thewithdrawal and has no plans to withdraw from the scheme and consequently no deferred tax has been recognised.

Year of grant2020 Special
RewardExercise Market priceprice at grant date

0,00

267,00

Expected
dividend per
Expected
Risk-free share (DKK)
volatility interest rate at grant date

34,87%-0,55%

6,33

Expected
term

Fair value
per share attime ofgranting

3 years

247,87

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ParentNote 18. Pension and jubilee liabilities

Note 19. Other provisions

The Parent Company contributes to defined contribution plans as well as defined benefit plans. The majority of the pension
plans are funded through payments to independent insurance companies responsible for the pension obligation towards theemployees (defined contribution plans). In these plans the Parent Company has no legal or constructive obligation to pay
further contributions irrespective of the financial situation of these insurance companies or the return of the underlying
investments. Pension costs from such plans are expensed in the Income statement when incurred. The Parent Company has
minor defined benefit plans. The defined benefit plans are pension plans that yearly pay out a certain percentage of the final
salary the employee has when the employee retires. The pensions are paid out as from retirement and during the remaining
life of the employee. The percentage of the salary is dependent of the seniority of the employees. The defined benefit plans
typically include a spouse pension.

DKK million

2022

2021

Other provisions at 1 January

112

37

Based on actuarial calculations the defined benefit plans show the following liabilities:

Other provisions are expected to be payable in:

DKK million

2022

2021

Provision for jubilee liabilities

98

Total actuarial liabilities

98Addition from acquisition of enterprises

70

Provisions made during the year

1

104

Used during the year

-54

-30

Reversal of unused provisions-19

0

Other provisions at 31 December

46

112

0-1 year163

1-5 years

24

103

After 5 years

66

Other provisions at 31 December

46

112

Of the Parent Company’s provision of DKK 46m (2021: DKK 112m), DKK 31m (2021: DKK 28m) is estimated net present
value of earn-out agreements regarding acquisitions; DKK 7m is estimated restructuring provision (2021: DKK 74m) and DKK
7m (2021: DKK 9m) is other provisions.

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ParentNote 20. Interest-bearing liabilities
DKK million
Issued corporate bonds¹)

Note 21. Changes in liabilities arising from financing activities
2022

2021

The table below discloses the cash as well as non-cash changes in Interest-bearing liabilities, Derivative financial
instruments related to issued corporate bonds and Payables to subsidiaries, non-interest-bearing. The changes
arising from cash flows form part of the cash flows from financing activities in the Statement of cash flows.

283

298

Bank loans and mortgage on ferries and other ships

2,650

2,240

Lease liability

1,022

503

Total interest-bearing non-current liabilities

3,955

3,041

0

932

2,079

578

DKK million
Changes in 2022

Issued corporate bonds¹)
Bank loans and mortgage on ferries and other ships
Lease liability

1 The Parent Company has
issued a 5-year corporate bondin 2019. During 2022 the Grouprepaid corporate bonds of NOK
1,250m (DKK 898m). Reference
is made to the Consolidated
Statements note 4.5.

Non-cash changes

1 Jan.
2022

Cash
flows

New/
Foreign
disposed/exchange remeasured Fair value
movements
leaseschangesOtherchanges

31 Dec.
2022

856

739

Payables to subsidiaries2)

1,687

1,946

Interest-bearing liabilities:

Total interest-bearing current liabilities

4,622

4,194

Total interest-bearing liabilities

8,576

7,235

Bank loans and mortgage on
ferries

2,818

1,914

0

0

0

-2

Issued corporate bonds

1,230

-898

-49

0

0

1

283

Lease liabilities

1,242

-940

-11

1,587

0

0

1,878

Payables to subsidiaries,
interest-bearing

1,946-2593)

0

0

0

0

1,687

7,235

-183

-61

1,587

0

-2

8,576

77

-101

0

0

32

0

8

Payables to subsidiaries, noninterest-bearing

126

463)

0

0

0

0

172

Total liabilities from financing
activities

7,438

-239

-61

1,587

32

-2

8,757

The fair value of the interest-bearing liabilities amounts to DKK 8,587m (2021: DKK 7,193m). The fair value measurement iscategorised within level 3 in the fair value hierarchy except for the part that relates to issued corporate bonds of nominal
NOK 400m for which the fair value measurement is categorised within level 3. The fair value of the financial liabilities isdetermined as the present value of expected future repayments and interest rates. The Group’s actual borrowing rate for
equivalent terms is used as the discount rate. The fair value of the issued corporate bonds nominal NOK400m has been
calculated based on the quoted bond price in June 2019 which is the latest quoted price (2021: quoted bond price in June2019). DKK 1,905m of the Interest-bearing liabilities in the Parent Company fall due after five years (2021: DKK 1,084m).
No unusual conditions in connection with borrowings are made. The loan agreements can be settled at fair value plus a small
surcharge, whereas premature settlement of the corporate bonds requires a repurchase of the bonds. Reference is made tonote 24 for financial risks, etc.
DKK million

2022

2021

DKK

4,446

1,699

EUR

3,120

3,404

SEK

371

551

NOK

340

1,239

GBP

292

335

USD

7

7

8,576

7,235

Total interest bearing liabilities

4,729

Derivative financial instruments:
Derivatives related to issued
corporate bonds
Other:

Receivables from subsidiaries-3663)

Total cash flows-604

2 The carrying amount ofInterest-bearing payables tosubsidiaries relates to deposit
facilities that are made available
to subsidiaries.
3 Cash flows related to
Payables to/Receivables fromsubsidiaries are presented net in
the Statement of cash flows
under Financing activities in theline “Change in Group internalfinancing, net” by DKK -579m.

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ParentNote 21 Changes in liabilities arising from financing activities(continued)

Note 22. Other payables

Non-cash changes

DKK million

1 Jan.
2021

Cash
flows

New/
Foreign
disposed/exchange remeasured Fair value
movements
leaseschangesOtherchanges

31 Dec.
2021

Changes in 2021
Interest-bearing liabilities:
Bank loans and mortgage on
ferries

1,633

1,189

0

0

0

-5

2,818

Issued corporate bonds

1,162

0

67

0

0

1

1,230

Lease liabilities

1,450-1,227

0

1,019

0

0

1,242

1,972

-261)

0

0

0

0

1,946

6,217

-65

67

1,019

0

-4

7,235

Payables to subsidiaries,
interest-bearing

2022

2021

Holiday pay obligations, etc.

158

159

Payables to subsidiaries

172

126

Payables to associates and joint ventures

1250

Public authorities (VAT, duty, etc.)30

11Other payables

45

42

Accrued interests

116

Total other payables

428

394

2022

2021

Note 23. Information on financial instruments
DKK million
Carrying amount per category of financial instruments

Derivative financial instruments:
Derivatives related to issued
corporate bonds

DKK million

Financial assets measured at fair value:
Derivatives, related to operating activities

100

36

Other:

Derivatives, related to interest-bearing activities

192

5

Payables to subsidiaries, noninterest-bearing

Financial assets measured at amortised cost:
167

-411)

0

0

0

0

126

Total liabilities from financing
activities

2,728

2,185

6,525

-106

67

1,019

-63

-4

7,438

1

10

Receivables from subsidiaries
Total cash flows

140

0

2021)
96

0

0

-63

0

77

Trade receivables, receivables from subsidiaries, receivables from associates and joint
ventures, other receivables and cash
Financial assets measured at fair value through profit or loss:
Securities
Financial liabilities measured at fair value:
Derivatives, related to operating activities
Derivatives, related to interest-bearing activities

-111

-32

-8

-81

Financial liabilities measured at amortised cost:
Interest-bearing liabilities, Leases, trade payables, payables to subsidiaries, payables toassociates and joint ventures and other payables-10,469-8,745

Total-7,567-6,623

1 Cash flows related to Payables
to/Receivables from subsidiaries arepresented net in the Statement ofcash flows under Financing
activities in the line “Change inGroup internal financing, net” by
DKK 134m.

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ParentNote 23 Information on financial instruments (continued)

Note 24. Financial and operational risks

Hierarchy of financial instruments measured at fair value.

DFDS’ risk management policy
The description of DFDS’ risk management policy, financial risks and capital management is identical for the Group and the
Parent Company. Reference is made to the Consolidated Financial Statements note 4.1.

The table below ranks financial instruments carried at fair value by valuation method. The different levels have been defined
as follows:

The following specifications for the Parent Company are different to the similar specifications for the Group.
•

Level 1: Quoted prices in an active market for identical type of instrument, i.e., without change in form or content(modification or repackaging).

•

Level 2: Quoted prices in an active market for similar assets or liabilities or other valuation methods where all material
input is based on observable market data.

•

Liquidity risks
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding theimpact of netting agreements:

Level 3: Valuation methods where possible material in put is not based on observable market data.

DKK million
2022

Financial risks
Interest rate risks
An increase in the interest rate of 1%-point compared to the actual interest rates in 2022 would, other things being equal,
have increased net interest payments by DKK 27m for the Parent Company in 2022 (2021: DKK 5m). A decrease in theinterest rate of 1%-point compared to the actual interest rates in 2022 would, other things being equal, have had a positiveeffect of DKK 10m (2021: DKK 1m).

Level 1

Level 2

Level 3

Derivatives, financial assets

0

291

0

Securities, financial assets

0

0

1

Derivatives, financial liabilities

0

-119

0

Total

0

172

1

2021

Level 3

Level 1

Level 2Derivatives, financial assets

0

40

0

Securities, financial assets

0

0

10

Derivatives, financial liabilities

0

-113

0

Total

0

-72

10

Derivative financial assets and liabilities are all measured at level 2. Reference is made to note 4.1 in the Consolidated
Financial Statements for description of the valuation method.
Securities, financial assets measured at fair value through the Income statement comprise other shares and equity
investments as well as other investments of DKK 1m (2021: DKK 10m). These consist of minor unlisted shares andinvestments.

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ParentNote 24 Financial and operational risks (continued)
DKK million

DKK million
2022

0-1 year

1-3 years

Cash

475

0

0

0

Trade receivables

619

0

0

0

0

Non-interest bearing receivables from subsidiaries

325

15

0

0

0

0

Interest bearing receivables from subsidiaries

387

45

2

0

0

0

0

Receivables from associates and joint ventures

23

0

0

0

3

0

0

Other receivables and current assets

328

0

0

0

Bank loans and mortgages on ferries

-604

-523

-742

-1,158Issued corporate bonds

-954

-308

0

0

Lease liabilities (Non-discounted)

-749

-500

-3

-4

-1,284

0

0

0

-50

0

0

0

-2,072

0

0

0

-7

0

0

0

0-1 year

1-3 years

3-5 years After 5 years

Cash

489

0

0

0

Trade receivables

782

0

0

0

Non-interest bearing receivables from subsidiaries

416

15

0

Interest bearing receivables from subsidiaries

648

60

Receivables from associates and joint ventures

22

Other receivables and current assets

343

Non-derivative financial assets

3-5 years After 5 years

Non-derivative financial assets

Non-derivative financial liabilities
Bank loans and mortgages on ferries and other ships

2021

Non-derivative financial liabilities-2,193-743-811-1,619Issued corporate bonds

-14

-290

0

0

Lease liabilities (Non-discounted)

-930

-423

-293

-562

-1,650000Trade payables

-12

0

0

0

Payables to associates and joint ventures-1,8590

0

0

Payables to subsidiaries

-51

0

0

0

Other payables

Commodity swaps

27

0

0

0

Interest swaps & caps

1

2

1

0

Interest swaps & caps

0

90

38

64

Forward exchange contracts and currency swaps

5

6

6

18

Forward exchange contracts and currency swaps

2

0

0

71

Derivative financial liabilities
Interest swaps & caps

-4

0

0

0

Commodity swaps

-1

0

0

0

Cross currency interest rate swaps

-71

-6

0

0

Cross currency interest rate swaps

0

-8

0

0

Forward exchange contracts and currency swaps

-2

-6

-6

-18

-3,636-1,274-742-1,162

Trade payables
Payables to associates and joint ventures
Payables to subsidiaries
Other payables
Derivative financial assets

Derivative financial assets

Derivative financial liabilities

Forward exchange contracts and currency swaps
Total

-48

-17

-17

-29

-4,029-1,313-1,083-2,075Beside the contractual maturities the Parent Company has issued guarantees for DKK 6,865m (2021: DKK 7,211m). These
are not presented in the above table as the contractual maturity is not possible to predict. Reference is made to note 28.
Assumptions for the maturity table
The maturity analysis is based on undiscounted cash flows including estimated interest payments. Interest payments are
estimated based on existing market conditions. The non-discounted cash flows related to derivative financial liabilities arepresented at gross amounts unless the parties according to the contract have a right or obligation to settle at net amount.

Total

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ParentNote 25. Non-cash operating items
DKK million

Note 28. Guarantees, collateral and contingent liabilities
2022

2021

Change in provisions

0

1

Change in write-down of inventories for the year

68

Change in provision for defined benefit plans and jubilee obligations

1

2

Vesting of share option plans and employee shares expensed in the Income statement

16

17

Non-cash operating items

24

27

Note 26. Change in working capital
DKK million

The Parent Company has issued guarantees up to DKK 148m (2021: DKK 255m) to defined benefit pension schemes in the
UK. Bank guarantees issued on behalf of the Parent Company amounts to DKK 25m (2021: DKK 24m).
Certain ferries with a total carrying amount of DKK 4,298m (2021: DKK 2,668m) have been pledged as security for mortgage
on ferries with a total carrying amount of DKK 2,954m (2021: DKK 2,493m).

Note 29. Contractual commitments
2022

2021

Change in inventories

-26

-66

Change in receivables, such as trade receivables, prepaid costs, etc.

-149

-74

Change in current liabilities, such as trade payables, deferred income, current accountwith joint ventures, etc.

455

453

Change in working capital

280

313

Note 27. Acquisition and divestments of enterprises, activities, andnon-controlling interests
Acquisition and disposals
During 2022 the Parent Company has purchased Lucey Transport Logistics, ICT Logistics Group and primeRail. For further
details reference is made to the Consolidated Financial Statements note 5.5.
Acquisition of non-controlling interests
For further details reference is made to the Consolidated Financial Statements note 5.5.

Issued guarantees amount to DKK 7,037m (2021: DKK 7,490m) of which the Parent Company has issued guarantees onbehalf of subsidiaries of DKK 6,865m (2021: DKK 7,211m). In addition, the Parent Company has issued a few guarantees onbehalf of subsidiaries without a specific capped amount.

DKK million

2022

2021

Contractual commitments, term 0-1 year

0500

Contractual commitments, term 1-5 years

078

Contractual commitments, term after 5 years

091

Total contractual commitments (undiscounted)

0669

There are no contractual commitments in 2022. Contractual commitments in 2021 mainly relate to one new building for a
freight and passenger ferry (Ro-pax) delivered in 2022 and a commitment for a new headquarter in Denmark.

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ParentNote 30. Related party transactions

Note 31. Impairment testing

Description of the Parent Company’s related parties is equal to the description for the Group. Reference is made to theConsolidated Financial Statements note 5.8.

Introductions
DFDS impairment test all non-current assets at least once every year and in case of indication of impairment.

DKK million

For a description of the definition of cash-generating units, basis for impairment testing and calculation of recoverable
amount reference is made to the Consolidated Financial Statements note 3.1.4.

2022
Associates and joint ventures
Subsidiaries

Sale ofservice

Purchase ofservice

Receivables

Liabilities

Capitalcontribution

14

131

22

12

0

1,403

1,381

1,124

1,930

108

DKK million
2021
Associates and joint ventures
Subsidiaries

Sale ofservice

Purchase ofservice

Receivables

Liabilities

Capitalcontribution

13

171

23

50

0

1,137

1,178

759

2,101

1,741

Impairment tests of investments in subsidiaries, associate, and joint venture
Impairment tests are carried out for each subsidiary, associate, and joint venture in the Parent Company if there is indicationof impairment. The individual companies are regarded as the lowest cash-generating units.
The expected net cash flows are assessed on entity level based of approved forecasts for 2023 and business plans beyond
2023. The projections include the estimated impact of long-term strategic decisions and assessment of opportunities for
future growth and required investments. A Gordon growth cash flow model has been applied for calculating the NPV and along-term growth rate of 2.5% has been applied.
Determination of discount rate
The Parent Company uses a discount rate determined for each subsidiary, associate or joint venture, according to thebusiness area to which it belongs. The applied discount rate for 2022 is based on the WACC assumptions for the Group withreference to note 3.1.4. The WACC applied is 7.6% (2021: 6.0%).
2022
In 2022 investments in subsidiaries have been impaired by DKK 0m in total as the calculated value in use of the individual
investments is lower than the book value. Write-downs in previous years have been reversed by DKK 364m. The reversals
are recognised under Financial items.
2021
In 2021 investments in subsidiaries have been impaired by DKK 110m in total as the calculated value in use of the individual
investments is lower than the book value. The impairment of DKK 110m in 2021 is recognised under Financial items. Writedowns and reversals are recognised under Financial items.

172
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ParentNote
32.DFDS
Eventsafter2022
the balance
sheet
date
Note
Policies (continued)
172
Annual Report
Error! Use theHome tabto apply Financial Statement - Heading 1 to the text thatyou 33.
want Accounting
to appear here.
On 9 February 2023, an auction share buyback of DKK 300m was announced and launched on 10 February 2023. The
buyback was completed on 22 February 2023 with a total of 1,071,428 shares purchased at a price of DKK 280 per share
which equalled a total purchase sum of DKK 300m.

Note 32. Events after the balance sheet dateOn 16 February 2023, DFDS awarded 26,984 restricted share units and 128,838 share options to the Executive Board and a
On 9 February
an auction
share buyback
was announced
and launchedon 10 February
2023. The
numberof key 2023,
employees.
The theoreticalvalueofisDKKDKK300m
22m calculated
accordingto the Black-Scholesmodel.
buyback was completed on 22 February 2023 with a total of 1,071,428 shares purchased at a price of DKK 280 per share
which equalled a total purchase sum of DKK 300m.

Note 33. Accounting Policies

On 16 February 2023, DFDS awarded 26,984 restricted share units and 128,838 share options to the Executive Board and a
The Parent Company Financial Statements are prepared pursuant to the requirements of the Danish Financial Statements
number of key employees. The theoretical value is DKK 22m calculated according to the Black-Scholes model.
Act concerning preparation of separate Parent Company Financial Statements for companies reporting under IFRS.

Note 33. Accounting Policies

The 2022 Financial Statements have been prepared in accordance with International Financial Reporting Standards as
adopted by the EU and additional Danish disclosure requirements for annual reports of listed companies.
The Parent Company Financial Statements are prepared pursuant to the requirements of the Danish Financial Statements
Criticalaccounting
estimates
assessments
Act concerning
preparationof andseparate
Parent Company Financial Statements for companies reporting under IFRS.
In the process of preparing the Parent Company Financial Statements, a number of accounting estimates and judgements
The 2022
Statements
have
been
preparedin accordance
withdate
International
Financial
Reportingas period.
have
beenFinancial
made that
affect assets
andliabilities
at thebalance sheet
and income
and expenses
for Standards
the reporting
adopted by the
EU and reassesses
additional Danish
disclosureandrequirements
forpartly
annualof listedcompanies.
Management
regularly
these estimatesjudgements,
onreports
the basisof historicalexperience and a numberof other factors in the given circumstances.
Critical accounting estimates and assessments
preparing the the
ParentCompany
FinancialandStatements,
a numberof accounting
estimates
and“Significant
judgements
In the process
opinion of Management,
accounting
estimates
judgements
mentioned
in note 1 under
sectionhave been andmadethat affect ofassetsand liabilitiesFinancial
at the balance
sheetaredateandincome andexpenses
for theperiod.
estimates
judgements”
the Consolidated
Statementalsosignificant
in thepreparation
ofreporting
the Parent
Management
regularly
reassesses
these estimatesand judgements,
partly on thebasis of historicaland a number
Company
Financial
Statements.
Furthermore,
impairment
test of investments
in subsidiaries
requiresexperience
critical accountingof other factors
in the given circumstances.
estimates
and assessments.
In the opinionof Management,
the accounting
estimates and judgements mentioned in note 1 under section “Significant
Impairment
testingof investments
in subsidiaries
estimates andjudgements”
of the Consolidated
Financial
Statement
areisalsosignificant
in the preparationof the Parent
Impairment
testingof investments
in subsidiaries
is carriedout if there
indicationof impairment.
The impairment
tests areCompany
Financial
Statements.
Furthermore,
impairment
test of investments
indetails
subsidiaries
requiresandcriticalaccounting
basedon theexpected
future cash
flows for thetested subsidiaries.
For furtherof estimatesassessments
estimates
assessments.
relating toandinvestments
in subsidiaries reference is made to note 31.
Impairmentof opinion
investments
in subsidiaries
Managementtesting
is of thethat, except
for impairment testing of investments in subsidiaries, no accounting estimates or
Impairmentof investments
subsidiaries
is carriedofout
there isCompany
indicationof impairment.
The impairment
tests arejudgements testing
are madein connectioninwith
the presentation
theifParent
Financial
Statementsthat are material
tobasedon the reporting,expected otherfuturethan
cashthose
flowsdisclosed
for the tested
subsidiaries.
further detailsof estimatesand assessments
thefinancialin section
1 to theFor
Consolidated
Financial
Statements.
relating to investments in subsidiaries reference is made to note 31.
Management is of the opinion that, except for impairment testing of investments in subsidiaries, no accounting estimates orjudgements are made in connection with the presentation of the Parent Company Financial Statements that are material to
the financial reporting, other than those disclosed in section 1 to the Consolidated Financial Statements.

Description of accounting policies

Note 33. Accounting Policies (continued)

The Parent Company accounting policies are consistent with the accounting policies described in the Consolidated Financial
Statements with the following exceptions:

Descriptionof accounting policies
Business combinations
In the Parent Company common control acquisitions (and disposals) of enterprises and activities are measured and
The Parent in
Company
accounting
are consistentwiththe accounting
described
in the Consolidated
Financialrecognised
accordancewith thepolicies‘book value
method’ by
which
differences,policies
if any, between
purchaseprice and bookvalue
Statementswith theenterprise/activity
following exceptions:ofthe acquired/soldare recognised directly in equity.
Business combinations
Translationof foreign currencies
In the Parent
Company
commonofcontrol
acquisitions
disposals)of enterprises
and activities
are measured
Foreignexchange
adjustments
balances
accounted(andfor aspart of thetotal net investment
in enterprises
thatandhave arecognisedcurrency
in accordancevalue method’by whichdifferences,
if any, between
purchase
price
book
value
functional
other withthan theDKK‘book
are recognised
in profit
for theyear as Financial
income andcosts intheandParentCompanyof the acquired/soldare recognisedin equity.
Financialstatements.enterprise/activity
Likewise, foreign exchange
gains directly
and losseson the portion of loans and derivative financial
instruments that has been entered into to hedge the net investment in these enterprises are recognised directly in the profit
Translation
currencies
forthe year ofas foreign
Financialincome and costs.
Foreign exchange adjustments of balances accounted for as part of the total net investment in enterprises that have afunctional fromcurrency
other thanare recognised
in profit
theventures
year as Financial income and costs in the Parent Company
Dividends
investments
inDKK
subsidiaries,
associates
andforjoint
Financial statements.
Likewise,
foreign exchange
gains and joint
losseson the portionof loansin
andfinancial Income
Dividends
from investments
in subsidiaries,
associates
venturesare recognised
thederivative
Parent Company’s
instruments
that
been
enteredto hedge
net investmentin theseenterprises
are recognised
directly in orthetheprofitstatementforthehasyear
in whichtheintodividends
arethedeclared.
If distributions
exceedthe subsidiary’s,
the associate’s
joint
for the year
as Financial income
venture’sComprehensive
incomeandfor costs.
the period, an impairment test is carried out.
Dividends frominvestments associates
in subsidiaries,
associates
and joint ventures
Investments
in subsidiaries,
and joint
ventures
Dividends frominvestmentsassociates
in subsidiaries,
associates
andarejoint
venturesatare
recognisedin theParent Company’s
IncomeInvestments
in subsidiaries,
and joint
venturesmeasuredcostin the Parent
Company’s
Balance sheet.
statement for
the yearin which
dividends
declared.
distributions
exceedthe amountsubsidiary’s,
the associate’sor the joint
Impairment
testing
is carriedouttheif thereis anyare
indication
ofIfimpairment.
The
carrying
is written
down to theventure’s Comprehensive
incomethe period,
an impairment
is carriedamount.
out.
recoverable
amount whenevertheforcarrying
amountexceeds thetest
recoverable
The impairment loss is recognised as
Financial cost in profit for the year unless it qualifies as a special item. If the Parent Company has a legal or constructive
Investments
subsidiaries,
andassociates
joint ventures
obligation
to in
cover
a deficit inassociates
subsidiaries,
and joint ventures, a provision for this is recognised.
Investments in subsidiaries, associates and joint ventures are measured at cost in the Parent Company’s Balance sheet.
Impairment
testing is carried out if there is any indication of impairment. The carrying amount is written down to theEquityrecoverable
wheneverthe carrying amount exceeds the recoverable amount. The impairment loss is recognised as
Reserves foramountdevelopment
costs
Financialcost
profit for thecosts
year unlessit qualifies
asdevelopmenta special item.
If theParent Company
hasa legal or development
constructive
The reserve
forindevelopment
comprisesof DFDS’costs
corresponding
to thecapitalized
obligation
cover adeficitin reserve
subsidiaries,
andandjointcannot
ventures,a provisionforthis isTherecognised.
cost in the tobalancesheet.
The
is nonassociates
distributable
be usedto coverdeficit.
reserve is dissolved upon
disposal of the development cost either by sale or if the development cost is no longer part of the entity’s operation. The
Equity will then be transferred to the distributable reserves. The reserve will be reduced, and the distributable reserves
reserve
Reserves
development
increased for
concurrently
withcosts
either depreciations or write-downs.
The reserve for development costs comprises of DFDS’ development costs corresponding to the capitalized development
costaindescription
the balance
The reserve
is nondistributable
and cannot
used toshares,
cover deficit.
Theisreserveis Consolidated
dissolved uponFor
ofsheet.
the Hedging
reserve,
Revaluationof securities
andbe
Treasuryreference
made todisposal ofthe development
cost either by sale or if the development cost is no longer part of the entity’s operation. The
Financial
Statements,
note 4.6.
reserve will then be transferred to the distributable reserves. The reserve will be reduced, and the distributable reserves
increased concurrently with either depreciations or write-downs.
For a description of the Hedging reserve, Revaluation of securities and Treasury shares, reference is made to Consolidated
Financial Statements, note 4.6.

173

DFDS Annual Report 2022

Reports

174

Management statement

175

Independent Auditors’ Reports

Reports

174

DFDS Annual Report 2022

Management statement

Statement by the Executive Board and the Board of Directors
The Board of Directors and the Executive Board have today considered and approved the Annual report of DFDS
A/S for the financial year 1 January - 31 December 2022.
The Annual report has been prepared in accordance with
International Financial Reporting Standards as adopted by
the EU and additional requirements in the Danish Financial
Statements Act.

Further, in our opinion, the Management’s review includes
a true and fair account of the development in the Group’s
and the Parent Company’s operations and financial matters, of the result for the year and of the Group’s and the
Parent Company’s financial position as well as a description of the most significant risks and elements of uncertainty facing the Group and the Parent Company.

In our opinion the Consolidated Financial Statements andthe Parent Company Financial Statements give a true andfair view of the Group’s and the Parent Company’s assets,
liabilities and financial position at 31 December 2022 andof the results of the Group’s and the Parent Company’s operations and cash flows for the financial year 1 January– 31 December 2022.

In our opinion, the annual report with the file name DFDS2022-12-31-en.zip is prepared in all material respects inaccordance with the ESEF Regulation.
We recommend that the Annual report be adopted at theAnnual General Meeting.
Copenhagen, 24 February 2023

EXECUTIVE BOARD

Torben Carlsen

Karina Deacon

President & CEO

Executive Vice President & CFO

BOARD OF DIRECTORS

Claus V. Hemmingsen

Klaus Nyborg

Chair

Vice Chair

Jill Lauritzen Melby

Kristian Kristensen

Minna Aila

Anders Götzsche

Dirk Reich

Lars Skjold-Hansen

Marianne Henriksen

175

DFDS Annual Report 2022

Independent Auditors’ Reports

Independent Auditor’s Reports
TO THE SHAREHOLDERS OF DFDS A/S
Report on the audit of the Financial Statements
Our opinion
In our opinion, the Consolidated Financial Statements andthe Parent Company Financial Statements give a true andfair view of the Group’s and the Parent Company’s financial
position at 31 December 2022 of the results of the Group’s
and the Parent Company’s operations and cash flows forthe financial year 1 January - 31 December 2022 in accordance with International Financial Reporting Standards
as adopted by the EU and further requirements in the Danish Financial Statements Act.
Our opinion is consistent with our long-form audit reportto the Audit Committee and the Board of Directors.
What we have audited
The Consolidated Financial Statements and Parent Company Financial Statements of DFDS A/S for the financial
year 1 January to 31 December 2022, [pages 95 - 176],
comprise income statement and statement of comprehensive income, balance sheet, statement of changes in equity, statement of cash flows and notes, including summaryof significant accounting policies for the Group as well as
for the Parent Company. Collectively referred to as the“Financial Statements”.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities underthose standards and requirements are further described in
the Auditor’s responsibilities for the audit of the Financial
Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group in accordance with theInternational Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants(IESBA Code) and the additional ethical requirements applicable in Denmark. We have also fulfilled our other ethical responsibilities in accordance with these requirements
and the IESBA Code.

To the best of our knowledge and belief, prohibited
non-audit services referred to in Article 5(1) of Regulation(EU) No 537/2014 were not provided.
Appointment
We were first appointed auditors of DFDS A/S on 23 March
2021 for the financial year 2021. We have been reappointed annually by shareholder resolution for a total period of
uninterrupted engagement of 2 years including the financial year 2022.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our auditof the Financial Statements for 2022. These matters wereaddressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, andwe do not provide a separate opinion on these matters.
Valuation of intangible and tangible assets
The carrying amount of Goodwill, Ferries and other ships,
other non-current intangible and tangible assets as wellas Right-of-use assets is significant to the Consolidated
Financial Statements.
Management monitors the carrying value of the above-­mentioned assets based on defined CGU’s and performs
impairment tests, if any indication of impairment or reversal of previous impairments exist. Furthermore, goodwill istested once a year for impairment.
Management’s assessment of the recoverability of the carrying amount of the above-mentioned assets is based onvalue-in-use calculations. Furthermore, independent broker valuations are obtained to assess the fair value lesscost to sell of Ferries and other ships.
Bearing in mind the generally long-lived nature of theabove-mentioned assets, the significant assumptions in estimating the value-in-use calculations are revenue, EBIT margin, future investments, and growth expectations. The impairments performed did not lead to impairments or reversals of
impairments in the Consolidated Financial Statements.
We focused on this area as the amounts involved are significant and because Management is required to perform
estimates and exercise judgements and because of the inherent complexity in estimating the value-in-use.

Reference is made to note 3.1.4 in the Consolidated Financial Statements.
How our audit addressed the Key Audit Matter•	We considered the appropriateness of Management defined CGUs and the methodology used by Management
to assess the carrying amount of intangible and tangible assets assigned to CGUs.
•	We tested the mathematical accuracy of the relevant
value-in-use models prepared by Management and assessed the reasonableness of significant assumptions inrelation to the ongoing operation of the assets. We challenged Management’s estimate of future cash flows andchallenged whether these were appropriate in light ofthe significant assumptions being revenue, EBIT margin,
future investments and growth expectations, etc.
•	We used our internal valuation experts to independently calculate the discount rate. In calculating the discount rate, the key inputs used were independently
sourced from market data. We compared the discountrate used by Management to our calculated rate.
•	Finally, we assessed the disclosure of these matters in
the Consolidated Financial Statements.
Statement on the Management’s review
Management is responsible for the Management’s review,[pages 11 - 94].
Our opinion on the Financial Statements does not coverManagement’s Review, and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the Financial Statements,
our responsibility is to read Management’s Review and, in
doing so, consider whether Management’s Review is materially inconsistent with the Financial Statements or our
knowledge obtained in the audit, or otherwise appears to
be materially misstated.
Moreover, we considered whether Management’s Review
includes the disclosures required by the Danish Financial
Statements Act.
Based on the work we have performed, in our view, Management’s Review is in accordance with the Consolidated Financial
Statements and the Parent Company Financial Statements
and has been prepared in accordance with the requirementsof the Danish Financial Statements Act. We did not identify
any material misstatement in Management’s Review.

Management’s responsibilities for the financial statements
Management is responsible for the preparation of consolidated financial statements and parent company financial
statements that give a true and fair view in accordancewith International Financial Reporting Standards as adopted by the EU and further requirements in the Danish Financial Statements Act, and for such internal control as
Management determines is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the Financial Statements, Management is responsible for assessing the Group’s and the Parent Company’s ability to continue as a going concern, disclosing, asapplicable, matters related to going concern and using thegoing concern basis of accounting unless Management either
intends to liquidate the Group or the Parent Company or tocease operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the auditof the financial statements
Our objectives are to obtain reasonable assurance about
whether the Financial Statements as a whole are free frommaterial misstatement, whether due to fraud or error, andto issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not aguarantee that an audit conducted in accordance with ISAs
and the additional requirements applicable in Denmark will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are consideredmaterial if, individually or in the aggregate, they could reasonably be expected to influence the economic decisionsof users taken on the basis of these Financial Statements.
As part of an audit in accordance with ISAs and the additional requirements applicable in Denmark, we exercise
professional judgement and maintain professional scepticism throughout the audit. We also:•	Identify and assess the risks of material misstatement of
the Financial Statements, whether due to fraud or error,
design and perform audit procedures responsive to thoserisks, and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The riskof not detecting a material misstatement resulting fromfraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions,misrepresentations, or the override of internal control.

176

DFDS Annual Report 2022

Independent Auditors’ Reports

Independent Auditors’ Reports (continued)•	Obtain an understanding of internal control relevant tothe audit in order to design audit procedures that areappropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Group’s and the Parent Company’s internal control.
•	
Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimatesand related disclosures made by Management.
•	Conclude on the appropriateness of Management’s useof the going concern basis of accounting and based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Group’s and the Parent
Company’s ability to continue as a going concern. If weconclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Financial Statements or, if suchdisclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained
up to the date of our auditor’s report. However, future
events or conditions may cause the Group or the Parent
Company to cease to continue as a going concern.
•	Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures, and whether the Financial Statements represent
the underlying transactions and events in a manner thatgives a true and fair view.
•	Obtain sufficient appropriate audit evidence regarding
the financial information of the entities or business activities within the Group to express an opinion on theConsolidated Financial Statements. We are responsible
for the direction, supervision and performance of thegroup audit. We remain solely responsible for our audit
opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify
during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate withthem all relationships and other matters that may reasonably
be thought to bear on our independence and, where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged withgovernance, we determine those matters that were of mostsignificance in the audit of the Financial Statements of thecurrent period and are therefore the key audit matters. We
describe these matters in our auditor’s report unless law
or regulation precludes public disclosure about the matter.
Report on compliance with the ESEF Regulation
As part of our audit of the Financial Statements we performed procedures to express an opinion on whether
the annual report of DFDS A/S for the financial year 1
January to 31 December 2022 with the filename DFDS2022-12-31-en.zip is prepared, in all material respects, incompliance with the Commission Delegated Regulation(EU) 2019/815 on the European Single Electronic Format(ESEF Regulation) which includes requirements related tothe preparation of the annual report in XHTML format andiXBRL tagging of the Consolidated Financial Statements
including notes.
Management is responsible for preparing an annual reportthat complies with the ESEF Regulation. This responsibility
includes:• The preparing of the annual report in XHTML format;•	
The selection and application of appropriate iXBRL
tags, including extensions to the ESEF taxonomy andthe anchoring thereof to elements in the taxonomy, forall financial information required to be tagged using
judgement where necessary;•	Ensuring consistency between iXBRL tagged data andthe Consolidated Financial Statements presented in human-readable format; and•	For such internal control as Management determines
necessary to enable the preparation of an annual reportthat is compliant with the ESEF Regulation.
Our responsibility is to obtain reasonable assurance on
whether the annual report is prepared, in all material respects, in compliance with the ESEF Regulation based on
the evidence we have obtained, and to issue a report that
includes our opinion. The nature, timing and extent of procedures selected depend on the auditor’s judgement, including the assessment of the risks of material departuresfrom the requirements set out in the ESEF Regulation,
whether due to fraud or error.

The procedures include:•	Testing whether the annual report is prepared in XHTML
format;•	Obtaining an understanding of the company’s iXBRL
tagging process and of internal control over the tagging
process;•	Evaluating the completeness of the iXBRL tagging of theConsolidated Financial Statements including notes;•	Evaluating the appropriateness of the company’s use ofiXBRL elements selected from the ESEF taxonomy andthe creation of extension elements where no suitableelement in the ESEF taxonomy has been identified;•	Evaluating the use of anchoring of extension elements
to elements in the ESEF taxonomy; and•	Reconciling the iXBRL tagged data with the audited
Consolidated Financial Statements including notes.
In our opinion, the annual report of DFDS A/S for the financial year 1 January to 31 December 2022 with the filename DFDS-2022-12-31-en.zip is prepared, in all material
respects, in compliance with the ESEF Regulation.

Hellerup, 24 February 2023
PricewaterhouseCoopers
Statsautoriseret Revisionspartnerselskab
CVR no 3377 1231

Rasmus Friis Jørgensen
State Authorised Public
Accountant
mne28705

Thomas Wraae Holm
State Authorised Public
Accountant
mne30141

177

DFDS Annual Report 2022

178

Fleet list

180

Glossary

181

Definitions

182

DFDS' history

Other

Other

178

DFDS Annual Report 2022

Fleet list

Fleet list per 31.12.2022
Year built

GT

Lane metres

TEU3)

Deployment

Freight ferries (ro-ro)

Year built

GT

Lane metres

TEU3)

Deployment

Freight ferries (ro-ro)

North Sea
Ficaria Seaways
Begonia Seaways
Ark Germania
Freesia Seaways
Humbria Seaways
Primula Seaways
Flandria Seaways
Petunia Seaways
Magnolia Seaways
Selandia Seaways
Hollandia Seaways
Scandia Seaways
Suecia Seaways
Britannia Seaways
Transporter 2)
Tulipa Seaways
Acacia Seaways
Ark Dania 6)

2006/09/11
2004/09/14
2014
2005/09/14
2020
2004/14/16
2020
2004/13
2003/13
1998/132019
2021
1999/11/14
2000/11/14
1991
2017
2017
2014

37,93937,93933,31337,93960,46537,98560,46532,52332,52324,80360,46560,465
24,613
24,6136,620
32,33632,77033,313

4,731
4,731
3,000
4,731
6,690
4,650
6,690
3,831
3,831
2,772
6,690
6,690
2,772
2,772
1,250
4,076
4,076
3,000

Mediterranean
Fadiq 1)
Ephesus Seaways
Troy Seaways
Zeugma Seaways
Assos Seaways
Artemis Seaways
Dardanelles Seaways
Paqize 1)
Cappadocia Seaways
Gallipoli Seaways
Aspendos Seaways
Olympos Seaways
Pergamon Seaways
Galata Seaways
Myra Seaways
Sumela Seaways
Pol Maris 2)
Pol Stella 2)Mont Ventoux 5)
Ark Futura

2017
2019
2019
2008/17/19
2005/192005/20
2006/192010
2002/20
2001/20
2005/19
2002/20
2013/20
2010/19
2009/17/19
2008/18/19
2010
2009
1996
1996/00

32,77060,46560,46534,23629,06029,06029,06029,42926,525
26,52529,06026,52531,59534,21534,23634,23629,00429,004
18,46918,725

4,076
6,690
6,690
4,350
3,726
3,726
3,726
3,663
3,214
3,214
3,726
3,214
4,094
4,350
4,350
4,350
3,663
3,663
2,025
2,308

342

Gothenburg-Immingham
Gothenburg-Ghent
Esbjerg-Immingham
Gothenburg-Immingham
Gothenburg-Ghent
Gothenburg-Ghent
Gothenburg-Zeebrugge
Gothenburg-Immingham
Esbjerg-Immingham
Cuxhaven-Immingham
Vlaardingen-Immingham
Vlaardingen-Immingham
Vlaardingen-Felixstowe
Cuxhaven-Immingham
Oslo-Immingham
Vlaardingen-Felixstowe
Vlaardingen-Felixstowe
Esbjerg-Immingham

246

Dry-dock
Istanbul-Trieste
Istanbul-Trieste
Istanbul-Sete
Mersin-Trieste
Istanbul-Trieste
Istanbul-Trieste
Istanbul-Trieste
Mersin-Trieste
Istanbul-Trieste
Istanbul-Trieste
Mersin-Trieste
Istanbul-Trieste
Istanbul-Sete
Istanbul-Sete
Istanbul-Sete
Istanbul-Trieste
Istanbul-Trieste
Marseille-Tunis
Marseille-Tunis

342

180
180
296

BalticBelgia Seaways

2000

21,0052,475

ChannelBotnia Seaways

2000

11,5301,899

300

Sheerness-Calais

Chartered out/not allocatedFinlandia Seaways

2000

11,5301,899

300

Not allocated

Lane metres Passengers TEU3)

Deployment

Klaipeda-Køge-Fredericia

Year built

GT

ChannelDunkerque Seaways 4)
Delft Seaways 4)
Dover Seaways 4)
Côte Des Flandres 4)
Côte Des Dunes 4)
Côte d'Opale 1)
Côte d'Albâtre 1)
Seven Sisters 1)
Regina Seaways 1)
Optima Seaways
Visborg 2)

2005
2006
2006
2005
2001
2021
2006
2006
2010/15
1999
2003

35,92335,92335,92333,94033,79640,331
18,94018,94025,66625,26329,746

2,900
2,900
2,900
1,900
1,900
3,100
1,270
1,270
2,500
2,300
1,800

780
780
780
2,000
2,473
927
600
600
600
336
400

Dover-Dunkirk
Dover-Dunkirk
Dover-Dunkirk
Dover-Calais
Dover-Calais
Dover-Calais
Newhaven-Dieppe
Seasonal lay up
Dry-dock
Rosslare-DunkerqueRosslare-DunkerqueBalticVictoria Seaways
Athena Seaways
Patria Seaways
Sirena Seaways
Aura Seaways
Luna Seaways

2009/142007/151991
2002/03
2021
2022

25,675
26,141
18,332
22,38256,04356,043

2,500
2,593
1,800
2,056
4,500
4,500

600
462
213
623
600
600

Kiel-Klaipeda
Kiel-Klaipeda
Paldiski-Kappelskär
Paldiski-Kappelskär
Karlshamn-Klaipeda
Karlshamn-Klaipeda

Freight and passenger ferries (ro-pax)

 hartered (bareboat charter)C
Chartered (time charter)3)
TEU: 20 foot container unit
1)

4)

2)

5)

Short-sea day ferry SA: Vessel sharing agreement
Vwith owner/charterer

6) CA: Slot charter agreement
Swith DFDS

179

DFDS Annual Report 2022

Fleet list

Fleet list (continued)
Year built

GT

Gross tons fleet distribution, end 2022
7%
Lane metres Passengers TEU3)

Deployment

Passenger cruise ferries
Pearl Seaways
Crown Seaways
King Seaways
Princess Seaways

1989/01/05/14
1994/05/14
1987/93/06
1986/93/06

40,23135,49831,78831,356

1998/04
1999/04

7,409
7,409

1,482
1,370
1,410
1,410

2,168
2,044
1,534
1,364

Oslo-Frederikshavn-Copenhagen
Oslo-Frederikshavn-Copenhagen
Newcastle-Ijmuiden
Newcastle-Ijmuiden

Sideport ships
Lysvik Seaways 2)
Lysbris Seaways 2)

160
160

1%

Westcoast Norway-Continent/UK
Westcoast Norway-Continent/UK

26%

66%

● Freight ferries (ro-ro)● Freight and passenger ferries (ro-pax)● Passenger cruise ferries● Sideport and container ships

Average age of owned vessels in route network, end 2022
Freight ferries (ro-ro)

14

Freight and passenger ferries (ro-pax)

16

Passenger cruise ferries 						

33Ownership shares of fleet, end 2022
85%

Freight ferries (ro-ro)
Freight and passenger ferries (ro-pax)
Passenger cruise ferries		
Sideport and container ships 0%
1)
2)
3)

 hartered (bareboat charter)C
Chartered (time charter)
TEU: 20 foot container unit

4)
5)

Short-sea day ferry SA: Vessel sharing agreement
Vwith owner/charterer

6) CA: Slot charter agreement
Swith DFDS

		

71%
			

100%

180

DFDS Annual Report 2022

Glossary

Glossary
AGM: Annual general
meeting
BAF: Bunker adjustment
factor, surcharge for pricechanges in bunker fuel oil
Bareboat charter: Leaseof a ship without crew
for an agreed period
Bunker: Oil-based fuelused by ferries
Charter: Lease of a ship
for an agreed period
Charter-out: Leasing of aship to an external party
for an agreed period
Door-door transport
solution: Transport ofgoods in a trailer from
customer pick-up point
to final destination

Ferry: Vessel with one
or more ramps thatenables passenger cars
and trailers, with orwithout an accompanying truck, to be rolled
on and off. Freight canalso be carried by trailer
equivalents, i.e. a rolling
cassette carrying industrial goods that do not fit
in a trailer or containers.
Ferry route: Sailings
typically between only
two ports, and hence
over reasonably shortdistances, on a fixedsailing schedule, oftenwith one or more daily
departures. Route cantransport both passengers and freight trailers
according to demand andferry types deployed
Green transport: Transport by ferries, trucks,
or rail powered by green
electricity or sustainable
fuelsIntermodal: Transport
solution that combines
different transportmodes (road, rail, ferry)
Lane metre: An area
on a ship deck one lane
wide and one metre long.
Used to measure freight
volumes
Logistics solution: A
solution for operating
one or more parts of a
supply chain besides
transport. Typically
includes storage, crossdocking of consignments,
picking and packing,assembly, and distribution. Plus information
processing, e.g. booking
and tracking
MGO: Marine gas oil, also
known as marine diesel
with sulphur content ator below 0.1%

Non-allocated items:
Corporate costs notallocated to divisions
Northern Europe:
The Nordic countries,
Benelux, the United
Kingdom, Ireland, France,
Germany, Poland, theBaltic nations, and SNG
countries
Power-to-X: Processthat converts electricity
to sustainable fuels, forexample via electrolysis
Ro-pax: Combined freightand passenger ferry
Ro-ro: Roll on-roll off:
Freight ferry on which
trailers and trailer
equivalents are driven or
tugged on and off
Scrubber: Exhaust gas
cleaning system thatremoves suplhur oxides
from a vessel’s boiler
exhaust gases

Short sea: Shipping
between destinations
with a duration of typically 1-3 days. Converse
is deep-sea shipping
between continents witha duration of weeks
Sideport ship: Shipwith ramps for loading/unloading via ports inthe ship's side
Space charter: Thirdparty lease of space on aferry deck
Stevedoring: Loading
and unloading ferries in a
port terminal
Time charter: Lease ofa ferry with crew for anagreed period
Tonnage tax: Taxation
levied on ships according
to ship tonnage, i.e.
weight of ships

Trailer: An unpowered
vehicle for transport ofgoods pulled by a truck
Vessel sharing agreement/slot charter:
Agreement between two
or more parties on the
distribution and use ofa ship's freight-carrying
capacity
Whistleblower scheme:
System enabling
employees or stakeholders to reportanonymously on potential breaches to rules,
guidelines or regulations

181

DFDS Annual Report 2022

Definitions

Financial definitions
Operating profit
before depreciation(EBITDA)
Profit before depreciation and impairment on
non-current assets
Operating profit (EBIT)
Profit after depreciationand impairment on
non-current intangible
and tangible assets
Operating margin
Operating profit(EBIT) before
special items		 x 100
Revenue
Net operating profit
after taxes (NOPAT)
Operating profit (EBIT)
minus payable tax forthe period adjusted forthe tax effect of net
finance cost
Invested capital
Non-current intangible
and tangible assets

plus net working capital(non-interest bearing
current assets minus
non-interest bearing
current liabilities) minus
pension and jubilee
liabilities and otherprovisions
Return on invested
capital (ROIC)Net operating
profit after taxes
x 100(NOPAT)		
Average invested
capitalWeighted average costof capital (WACC)
Average capital cost fornet interest-bearing
liabilities and equity,
weighted according to
the capital structure
Free cash flow, FCFE
Cash flow from operating
activities minus cash
flow from investing
activities

Adjusted free cash flow,
FCFE
Free cash flow excluding
acquisitions/divestments
and special items
minus payment of leaseliabilities and currency
contracts related toleasesReturn on equity
Profit for theyear excluding
non-controllingx 100
interests		
Average equity
excluding noncontrolling interests
Equity ratio
x 100
Equity		Total assets
Net interest-bearing debt
Interest-bearing
non-current and current
liabilities minus interest-bearing non-current
and current assets

Earnings per share (EPS)
Profit for the year
excluding non-controllingx 100
interests		

Cash pay-out ratio
Total distribution
to shareholders		 x 100
Adjusted free cash flow

Weighted average
number of circulating
sharesDividend return
Paid dividend per share

P/E ratio
Share price at year-end

Share price at beginningof yearEarnings per share (EPS)

Equity per share
Equity excluding
non-controlling interests
at year-end

FCFE yield
Adjusted free
cash flow 		 x 100
Market value at year-­end plus non-controllinginterests
Total distribution yield
Total distribution
to shareholders		 x 100
Market value at yearend plus non-controllinginterests

Number of circulating
shares at year-end
Price/book value
Share price at year-end
Equity per share at
year-end
Market value
Number of shares,
ex. treasury shares,
year-end times shareprice at year-end

Roundings may in generalcause variances in sums andpercentages in this report.

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DFDS Annual Report 2022

DFDS' history

Moving for
all to growsince 1866
For more than 155 years, DFDS has enabled trade andtravel since the company was founded by C.F.Tietgen’s
merger of four Danish steamship companies. Goods andcoal from the UK, the world’s industrial locomotive at thetime, were sailed to Scandinavia and other regions where
markets for textiles and energy, amongst other things, weredeveloping. The new shipping lines conversely createdaccess for farmers in these regions to supply the UK’s
rapidly growing market for food and raw materials.
DFDS developed quickly in line with the growth it helped
create. Around 1900, DFDS’ steam ships also connected
farmers around the Black Sea with the new Russianindustrial area around St. Petersburg. Routes werelaunched to the USA bringing back soya cake as feed toEuropean farmers. This supported their transformationfrom exporters of livestock to producers and exportersof processed products like butter and bacon. DFDS also
opened new routes to connect Danish and Scandinavian
cities with each other and the world. All this was based ona fleet of more than 120 ships, among the largest in theworld at the time.

For many years DFDS transported emigrants seeking abetter future to the USA. During the world wars, DFDS kept
up supplies of critical food and coal to people in Europe.
Jobs and industry were upheld.
After the second world war, DFDS’ fleet, many now
powered by diesel engines, kept moving: Goods from USA
to Europe, people between countries, goods between UK
and mainland Europe, between the Mediterranean andScandinavia, and to and from Iceland. At the end of thesixties, DFDS were the among the first to develop a roll-onroll-off solution, paving the way for more efficient shippingof freight units such as trailers carrying industrial cargo.

The logistics activities were developed from 1972 with thesame purpose. Connecting businesses with door-door roadtransport solutions to facilitate trade and growth. Following
a restructuring in 2000 to focus the Group more on the ferry
network, the product and geographic scope of the logistics
activities were realigned to overlap with the ferry network.
Since then the network has been expanded in and around
Europe through organic growth and acquisitions. Key milestones have been the addition of Norfokline in 2010 and UN
RoRo in 2018. The latter expanded the route network in the
Mediterranean significantly. Contract logistics solutions arefurthermore being developed to make customer offerings
even stronger.

* Abbreviation in Danish for The
United Steamship Company.

Financial calendar 2023

22 March
AGM
11 MayQ1 report 2023
15 AugustQ2 report 2023
15 November
Q3 report 2023

Addresses of DFDS’ subsidiaries, locations and offices are available from www.dfds.com
DFDS House, Marmorvej 18, DK-2100 Copenhagen Ø · T +45 3342 3342 · F +45 3342 3311 · dfds.com · CVR 14 19 47 11