Recommendation The company The company The company complies/does not comply with the complies does not recommendation due to the following reason: comply 1.2. General Meeting 1.2.1 THE COMMITTEE RECOMMENDS that, when organising the company's general meeting, the board of directors plans the meeting to support active ownership 1.2.2. THE COMMITTEE RECOMMENDS that x proxies granted for the general meeting allow shareholders to consider each individual item on the agenda. The Board of Directors and the Executive Board prepare a detailed agenda for the annual general meeting to enable the shareholders to participate actively at general meetings. Proxy documents to the Company's Board of Directors are issued for the general meeting and will entitle the proxy to vote on each individual agenda item, which is described in detail in the notice convening the meeting. 1.3. Takeover bids 1.3.1. THE COMMITTEE RECOMMENDS that x the company set up contingency procedures in the event of takeover bids from the time that the board of directors has reason to believe that a takeover bid will be made. According to such contingency procedures, the board of directors should not without the acceptance of the general meeting, attempt to counter the takeover bid by making decisions which in reality prevent the shareholders from deciding on the takeover bid themselves. If the Board of Directors obtains knowledge that a takeover bid will be submitted, the Board of Directors will act in the interest of the shareholders and will not obstruct a takeover by preventing a third party or limit its ability to present or execute a takeover offer. In order to best be able to act in the shareholders’ interest in a structured way, the Board of Directors has prepared a manual describing the procedures in case of a potential takeover bid. DSV A/S - Corporate Governance, January 2015 - 3
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