Articles of association for DFDS A/S (CVR No.: 14194711)

The articles of association for DFDS a/s as adopted at the extraordinary general meeting of August 12th 2010 are presented below in translated form.

1. Company name and objects

1.1 The name of the company is "DFDS A/S".

1.2 The company also carries on business under the secondary name "Det Forenede Dampskibs-Selskab, Aktieselskab".

1.3 The objects of the company are to carry on business in transport of goods and passengers, including hotel operations and catering activities and activities related to the above-mentioned activities. Furthermore, the company carries on financing activities within its business area.

2. Company capital

The company’s share capital amounts to DKK 1,485,608,100, divided into shares of DKK 100 each. The share capital has been fully paid up.

3. Shares and register of shareholders

3.1 The company’s shares are admitted for trading on NASDAQ OMX Copenhagen A/S.

3.2 The company’s shares are issued through and registered with VP Securities A/S.

3.3 The shares are negotiable instruments, and no restrictions apply to the negotiability of the shares.

3.4 The shares are issued to bearer but may be registered in the holder’s name in the company’s register of shareholders.

3.5 VP Investor Services A/S, CVR No. 30201183, keeps the company’s register of shareholders on behalf of the company.

3.6 Shareholders must notify the company of significant shareholdings and any changes thereto, see section 55 of the Danish Companies Act. Shareholders must give notice no later than two weeks after they have met or no longer meet one of the thresholds stated in section 55 of the Danish Companies Act.

4. (This clause is no longer applicable.)

5. General meeting and notice of meeting

5.1 The company’s general meetings must be held in the Capital Region of Denmark. The annual general meeting must be held before the end of April.

5.2 The agenda of the annual general meeting must include the following items:

1. Report by the board of directors on the company’s activities during the year under review.
2. Presentation of the annual report for adoption and resolution regarding discharge to the executive board and board of directors.
3. The board of directors’ proposal for appropriation of the profit or cover of the loss according to the adopted annual report.
4. Election of members to the board of directors.
5. Appointment of auditor.
6. Any proposals from the board of directors and shareholders.

5.3 Shareholders are entitled to have specific business included in the agenda of the annual general meeting, provided he or she submits a written request to that effect no later than six weeks prior to the general meeting. If the proposal is received later than six weeks prior to the general meeting, the board of directors will decide whether the request has been received in sufficient time for the business to be included in the agenda.

5.4 An extraordinary general meeting must be held whenever deemed appropriate by the board of directors or demanded by the company’s auditor. Moreover, an extraordinary general meeting must be convened within fourteen days when demanded in writing by shareholders holding no less than 5% of the share capital for the transaction of business specifically stated.

5.5 General meetings must be convened by the board of directors at no more than five and no less than three weeks’ notice. General meetings are convened via the Danish Commerce and Companies Agency’s IT system, and the convening notice is published at the same time on the company’s website, www.dfds.com. Moreover, general meetings are convened by notice to the shareholders registered in the register of shareholders who have made a request to this effect. Extraordinary general meetings must also be convened by advertisement in at least one Danish national newspaper.

5.6 The convening notice must include the agenda of the general meeting and such further information as is prescribed by law.

5.7 For a period of three weeks immediately preceding the general meeting and up to and including the day of the general meeting, copies of the convening notice with the agenda, the complete proposals, the documents to be presented at the general meeting, information on the voting and capital at the time of the convening notice, and forms relating to proxies and postal voting will be available on the company’s website, www.dfds.com.

6. Right to attend and vote at the general meeting

6.1 Each share amount of DKK 100 entitles the holder to one vote.

6.2 A shareholder’s right to participate in and vote at general meetings is determined by the shares held at the date of registration. The date of registration is one week before the date of the general meeting. On the date of registration, the shares held by individual shareholders are calculated on the basis of the information in the register of shareholders on the shareholder’s shareholding and ownership information received by the company for entry in the register of shareholders but not yet entered.

6.3 Shareholders entitled to attend the general meeting, see article 6.2, and wishing to participate in the general meeting must apply for an admission card for the general meeting no later than three days prior to the general meeting.

6.4 Shareholders may attend in person or by proxy, and both the shareholder and the proxy may attend together with an adviser. Voting rights may be exercised according to an instrument of proxy. Instruments of proxy may be revoked at any time. Such revocation must be in writing and may be made to the company. Instruments of proxy to the company’s management cannot be issued for more than 12 months and must be issued for a specific general meeting with an agenda known in advance. Moreover, shareholders entitled to attend the general meeting, see article 6.2, may vote by post. Postal votes must be in writing and must be received by the company no later than the day before the general meeting.

6.5 The company will make an electronic proxy form available to its shareholders on the company’s website, www.dfds.com.

7. Holding the general meeting

7.1 The general meeting will be presided over by a chairman of the meeting to be appointed by the board of directors. The chairman must ensure that the general meeting is conducted properly and appropriately, and the chairman holds the necessary powers for the purpose.

7.2 All resolutions at general meetings are passed by a simple majority of votes unless otherwise required by law.

7.3 The proceedings and resolutions of the general meeting must be kept in a minute book to be signed by the chairman of the meeting. Page 4 of 5

7.4 No later than 14 days after the general meeting, the minutes of the general meeting or a certified copy thereof must be made available for inspection by the shareholders.

8. Board of directors

8.1 The company is managed by a board of directors to consist of no less than four and no more than seven members to be elected by the general meeting for a term of one year, and such further members as may be prescribed by law. Retiring board members are eligible for re-election.

8.2 Each member of the board of directors will receive an annual remuneration. The total proposed remuneration must be disclosed in the annual report and recommended for adoption together with the annual report.

8.3 The board of directors elects a chairman from among its number and one or two vice chairmen. The board of directors must lay down rules of procedure governing the performance of its duties.

8.4 The proceedings at board meetings must be kept in a minute book to be signed by the members present at the meeting.

8.5 Resolutions by the board of directors are passed by a simple majority of votes. In case of an equality of votes, the chairman has the casting vote. The board of directors forms a quorum when more than half of its members are represented. However, resolutions may not be passed without all members having been given, as far as possible, the opportunity to participate in the transaction of the business.

8.6 Ships and real property cannot be acquired, disposed of or mortgaged unless resolved by the board of directors.

9. Executive board

9.1 The company appoints an executive board to consist of no less than two and no more than five members to be in charge of the day-to-day management of the company.

9.2 Guidelines on incentive-based remuneration for the executive board have been adopted. The guidelines are published on the company’s website.

10. Provision regulating the power to bind the company

The company is bound by the joint signatures of (i) all members of the board of directors, (ii) the chairman of the board of directors and a member of the board of directors or a member of the executive board, (iii) a member of the board of directors and a member of the executive board or (iv) two members of the executive board.

11. Electronic communication

11.1 The company may use electronic communication (e-mail and exchange of documents) between the company and its shareholders. However, the company may at any time choose to communicate by ordinary letter mail.

11.2 All communication from the company to its individual shareholders which, according to the company’s articles of association, the Danish Companies Act or stock exchange legislation must be exchanged between the company and its shareholders, including notices convening general meetings, may be exchanged electronically by email. General notices must be made available on the company’s website, www.dfds.com, and in such other manner as may be prescribed by law.

11.3 Shareholders can communicate with the company by e-mail to aktionaer@dfds.com or by ordinary letter mail.

11.4 The company will ask registered shareholders to provide an e-mail address to which notices, etc., can be sent. Shareholders are responsible for ensuring that the company has the correct e-mail address at all times.

11.5 Detailed information on the requirements for the systems used and the procedures to be followed when communicating electronically can be obtained on the company’s website, www.dfds.com

12. Financial year and auditing

12.1 The company’s financial year is the calendar year.

12.2 The general meeting must elect one state-authorized public accountant for the term until the next annual general meeting.