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Expert Corporate Governance Service (ECGS)
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DSV Panalpina - AGM 15 March 2021

Due to the current Covid-19 pandemic, and to protect general health and safety, regrettably shareholders are encouraged NOT to participate physically in the AGM this year. Please note that everyone attending the AGM  must comply with applicable safety recommendations issued by the Danish Health Authorities and generally applied by DSV Panalpina, including wearing a face mask until seated and observing proper social distancing etiquette. Additionally, there will be no virtual voting option for shareholders. Shareholders may submit written questions to the Company’s management before the AGM.

Under ITEM 3 approval of the Company's first remuneration is sought. We have some concerns with regard to the annual base salary of the company CEO, which (substantially) exceeds the base salary median of its Danish as well as industry peers.

We also note that the LTI  in the year under review consisted of restricted stock options and that no additional performance conditions were attached to the grant. As a matter of principle, we do NOT approve of LTIs that do not operate one or more challenging performance conditions. Consequently, there was no link between pay and performance in the year under review. In view of the above concerns, we recommend to vote OPPOSE.

Under ITEM 6.5 it is proposed to re-appoint Ms. Malou Aamund as Member of the board of directors. Although she is considered independent, we have concerns over her aggregate time commitments. In view of these concerns, we normally would have recommended opposition. However, considering that the proxy card does not permit this, we recommend abstention instead.

Under ITEM 8.4 approval of the Company's executive remuneration policy is sought.

Although we have no concerns over the proposed (very minor) amendments, we note that the performance period of the LTI is 1 year. We do NOT consider a performance period of only 1 year to be sufficiently long enough. Consequently, we are missing an actual LT component (with a performance period of at least 3 years) under the Company's executive remuneration package. Therefore, we recommend to vote OPPOSE.

Finally, we note that the decisions of the AGM 2020 were taken without a written vote, and that consequently, the voting results are not disclosed. As a matter of principle, we believe that, as a minimum, the voting results cast in advance could be diclosed.

Underlying
DSV Panalpina A/S

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

Provider
Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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