On Thursday 14 March at 15.00 CEST a fully digital Annual General Meeting was held in A.P. Møller - Mæ rsk A/ S.

The Chair, Robert Mærsk Uggla, opened the Meeting saying:

"As Chair of A.P.Møller - Mærsk, Iextend a warm welcome to all shareholders at our Annual General Meeting. Similar to last year, this meeting will be conducted online, allowing our shareholders to participate and interact with the Company through our shareholder portal. This format ensures that all our shareholders, across many countries, have the same opportunity and same access to take part of and stay updated via the live webcast.

CEO Vincent Clerc has joined me in this studio. Together we will address any questions you might have.

As Chair of the Annual General Meeting, the Board of Directors has chosen Niels Kornerup, partner of the law firm Bech-Bruun.

Igive the word to Niels."

The meeting chair thanked the Board for being appointed and concluded that the AGM had been legally convened and complied with the legal requirements in the Articles of association and the Danish Companies Act.

The meeting chair informed that 86%of the votes and thereby 86%of the Ashare capital was rep-resented. Furthermore, the meeting chair mentioned the quorum requirement according to Article 11of the Articles of Association, which required that at least 2/3 of the Ashare capital must be represented with voting right at the Annual General Meeting for proposals for amending the Articles of Association to be transacted. That was the case for items H2 and H4 this year. This quorum re-quirement had been complied with and the meeting chair then stated that the Annual General Meet-ing was legally competent to transact the business comprised by the agenda of the Annual General Meeting.

The meeting chair informed that the Board had received proxies and postal votes equivalent to ap-proximately 98%of the share capital (after reduction of treasury shares)represented at the Annual General Meeting, and that the Board's proposals and recommendations were supported by the An-nual General Meeting.

The meeting chair proposed to follow the previous years' procedure and deviate from providing a complete account according to the Danish Companies Act, article 101, section 5. The Annual General Meeting agreed with the proposed procedure.

The meeting chair presented the practicalities of the digital Annual General Meeting regarding par-ticipation and questions and the agenda for the Annual General Meeting, which, according to the Articles of Association, was as follows:

  • A. Report on the activities of the Company during the past financial year.

  • B. Submission of the audited annual report for adoption.

C. Resolution to grant discharge to directors .

The Board proposed that the Board of Directors and Management be granted discharge.

D.

Resolution on appropriation of profit and the amount of dividends i.a. in accordance with the adopted annual report.

The Board proposed payment of a dividend of DKK515per share of DKK 1,000.

  • E. The remuneration report was presented for approval.

  • F. Any requisite election of members for the Board of Directors.

    Pursuant to the Articles of Association, Robert Maersk Uggla, Marika Fredriksson, Thomas Lindegaard Madsen and Julija Voitiekute stood down from the Board of Directors.

    The Board proposed re-election of Robert Maersk Uggla, Marika Fredriksson, Thomas Lindegaard Madsen and Julija Voitiekute.

    Furthermore, the Board propose d that Allan Thygesen be elected as new member of the Board of Directors.

  • G. Election of auditors .

    Pursuant to the Audit Committee's recommendation t he Board proposed re-election of Pricewa-terhouseCoopers Statsautoriseret Revisionspartnerselskab as auditors of the Company in re-spect of statutory financial and sustainability reporting.

    The Audit Committee ha d not been influenced by third parties and ha d not been subject to any agreement with a third party, limiting the general meeting's election of certain auditors or audi-tor companies.

H. Deliberation of any proposals submitted by the Board of Directors or by shareholders .

1. Authorisation to declare extraordinary dividend

The Board proposed that the Company's Board was authorised, until the next Annual General Meeting, to declare extraordinary dividend to the Company's shareholders.

2.

Share capital reduction

The Board proposed that the Company's share capital be decreased in accordance with the Company's sharebuy-back program as published on 4 May 2022, 12 August 2022, 3 Novem-ber 2022, 4 May 2023, and 3 November 2023:

The share capital was decreased from nominally DKK 17,569,715,000 with nominally DKK 1,740,773,000 in total, divided into 350,555 A shares of DKK 1,000 and 1,390,218 B shares of DKK 1,000 to nominally DKK 15,828,942,000 by cancellation of own shares.

The capital decrease would take place at a premium as it would take place at a price of 1,246.68 and 1,263.89 for Aand Bshares, respectively, cf.section 188, (2)of the Danish Com-panies Act, corresponding to the average price at which the shares had been repurchased. The amount from the capital decrease would be paid out to the Company as owner of the shares as the amount would be transferred from the Company's capital reserves to the free reserves.

Consequently, the following wording of article 2.1of the Articles of Association was proposed with effect from the completion of the capital decrease:

"The Company's share capital is DKK 15,828,942,000 of which DKK 9,756,491,000 is in A shares and DKK 6,072,451,000 is in B shares. Each share class is divided into shares of DKK 1,000 and DKK 500."

3. Approval of indemnification scheme

The Board proposed that the general meeting approved an indemnification scheme for Board members of the Company.

Since March 2022 it had been possible for the Company to indemnify Board members against claims raised by third parties to the extent that the coverage under the Company's Directors' and Officers' liability insurance, as applicable from time to time ("D&O Insurance"), was in-sufficient.

On 13 April 2023, the Danish Business Authority (DBA)issued a statement on indemnification in Danish limited liability companies. To align the Company's indemnification scheme to the DBA's statement, the Board proposed that the AGM adopted an updated indemnification scheme for the Board replacing the current scheme on the following terms:

"Basis and purpose

Although the Company has taken out appropriate and customary D&O Insurance for its Board members, it may be necessary to offer additional coverage for potential liability to attract and retain qualified board members, particularly individuals accustomed to common law li-ability regimes. Therefore, it is considered in the best interest of the Company and its share-holders that Board members are offered indemnification against claims raised by third par-ties as supplement to the Company's D&O Insurance as outlined below.

Covered individuals

The indemnification scheme shall be applicable to the current and future members of the Board of Directors of the Company. No third party shall be entitled to rely on or derive any benefits from the scheme or have any recourse against the Company on accoun t of the scheme.

Scope

The Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless a Board member, from and against any losses incurred by such Board member aris-ing out of any actual or potential claim, including any costs, expenses, fees, i nterests, andpotential tax liabilities associated therewith, raised by any third party (other than the Com-pany and its subsidiaries) against a Board member based on such Board member's discharge of his/her duties as Board member.

Indemnification of Board members is not conditioned by coverage under the D&O Insurance but shall be secondary to coverage under the D&O Insurance, and other indemnification sources, if any. Accordingly, the indemnification scheme may also provide coverage for losses, which are not covered wholly or partly under the D&O Insurance. There shall be no indemnification until coverage under the D&O Insurance and indemnification available from any other source are exhausted. Such secondary coverage does not imply an obligation on the Company to exhaust all opportunities to relief Board members from liability. Neither shall it prevent the Company from covering Board members' defence costs on an upfront basis (subject to potential reimbursement).

Covered conduct Indemnification shall apply to losses incurred by a Board member arising out of and/or based on such Board member's discharge of his/her duties as member of the Board. Excluded from indemnification are losses relating to liability for which indemnifica-tio n would be inconsistent with applicable law or liability incurred by a Board member arising out of such Board member's fraud, sanctioned offences under applicable criminal law or de-liberate criminal acts, improper acts and omissions (in Danish "utilbørlige dispositioner"), wil-ful misconduct or, to the extent not indemnifiable under Danish law, gross negligence.

Term and covered claims The indemnification scheme shall apply until amended or revoked by the general meeting.

The indemnification scheme applies to losses incurred by a Board member arising out of or originating from facts or circumstances prior to the expiry of the indemnification scheme. Claims for indemnification must be notified by a Board member to the Compan y as soon as possible after the Board member becomes aware of the claim and no later than 5 years after the expiry of the indemnification scheme.

Implementation and administration

For the purpose of implementing the scheme, the Board of Directors shall adopt administra-tive terms and conditions governing the indemnification scheme, including with respect to handling of potential conflicts of interests, monetary thresholds and scope o f indemnifica-tion of previous Board members. Indemnification of a Board member's losses under the scheme shall be subject to such terms and conditions, as applicable from time to time. All claims for indemnification, including if the conduct of a Board Mem ber is covered by the indemnification scheme, shall be processed and decided in accordance with Danish law."

4. Amendment of the Articles of Association (Indemnification scheme).

As a consequence of the proposed adoption of theindemnification scheme , cf. item H.(3), the Board proposed a new article 19 in the Articles of Association with the following wording:

"The Company's general meeting has adopted a scheme for indemnification of members of the Board of Directors in respect of any losses incurred by such persons arising out of the discharge of their duties as directors of the Company, save for customary conduct exclusions,based on claims raised by third parties (other than the Company's and its subsidiaries). In-demnification under the scheme shall be secondary to, but is not conditioned by, coverage from other sources of indemnification or coverage of liability. "

Indemnification of Board members was already reflected in the Remuneration Policy. Ac-cordingly, no changes to the Remuneration Policy were required due to proposed adoption of the indemnification scheme.

5. Disclosures on human rights due diligence process.

The shareholders AkademikerPension and LDFonde had proposed that in line with the Com-pany's commitment to respect human rights and in line with the UN Guiding Principles on Business and Human Rights (UNGP), the Company and the Board be authorized and directed by the shareholders to publicly disclose sufficient documentation regarding the Company's human rights due diligence process in accordance with the UNGP. The disclosures should in-clude (but not necessarily be limited to) the following information:

  • • How the Company identified and assessed human rights risks:

    • o Process for identification of actual and potential human rights and labour rights impacts of the Company's operations, supply chain and business relationships.

    • o Identified salient human rights and labour rights risks to workers, local communi-ties, and society.

  • • The Company's efforts to prevent and mitigate the identified salient human rights and labour rights risks.

    • o How the Company ensured that risk mitigation efforts are fit-for-purpose to pre-vent and mitigate potential future adverse impacts.

    • o Which risk mitigation efforts the Company applied when mitigating risks related to the supply chain and business relationships.

  • • How the Company monitored the efficacy of the Company's risk mitigation efforts.

  • • How the Company employed stakeholder engagement to inform the human rights due diligence process.

  • • How the Company carried out heightened human rights due diligence in regard to pro-jects and contracts that were considered at high risk for human rights violations.

The disclosed information should be updated and published at least once a year at reasona-ble cost, omitting proprietary information. The disclosed information should be made public before the Annual General Meeting notice starting in 2025 and might be included in the cur-rent reporting suite.

The Board did not support the proposal.

6. Enforcement of the Supp lier Code of Conduct.

The shareholder Lotta Aho had proposed that the Company started enforcing the Supplier Code of Conduct with immediate effect and terminated the contracts with suppliers that breached the Supplier Code of Conduct on an ongoing basis.

The Board supported the proposal.

The meeting chair proposed that, like previous years, item A- Ewould be processed and discussed jointly. The meeting chair gave the floor to the Chair, Robert Maersk Uggla.

The Chair thanked the meeting chair - and continued:

"2023 represented another eventful and challenging year in global shipping and logistics. After two years of exceptional macro developments, which supported activity and high margins, the market normalization accelerated during the year. At the same time, the oversupply of new con-tainer ships started to weigh heavily on freight rate sentiment with a challenging supply/demand outlook ahead.

2023 was also a year when longer-term structural change in our industry became more visible.

For the last few years, global trade has been growing at a slower rate than the world economy. This is a stark contrast to what has been the prevalent trend since the end of the Cold War. The traditional east-west trade routes are slowly losing their historic prominence. Trade blocs and intra-regional trade play an increasingly important role, influencing how cargo is sourced and moved globally.

Shifting trade patterns are most apparent in the U.S., which has reduced its share of imports from China. Especially Southeast Asia is among the biggest winner from the structural changes of trade. India is also expected to benefit from this trend, as it is expanding trade with U.S. and Eu-ropean counterparts, while at the same time India is also seeing trade growth with other parts of the world, including Russia. However, it is important to keep in mind that China remains a signifi-cant global manufacturing hub. In 2023, China retained one third of global container trade by exporting more to other countries.

Unfortunately, we are also seeing a deteriorating security situation in many parts of the world. After a few decades of relative peace and stability in international waters, maritime traffic is now subject to prolonged violent attacks. The Black Sea transit has been adversely affected since Rus-sia invaded Ukraine and recent attacks in the vicinity of the Red Sea are challenging long held assumptions about safe passage for shipping and international trade. The Houthi rebels attack on the global merchant fleet in the Bab al-Mandab strait has forced a significant part of seaborne trade to circumvent the Suez Canal and sail south of the Cape of Good Hope, adding more than 13,000 km to a round trip voyage from Shanghai to Rotterdam.

Trade and military conflicts are not the only disruptions. The impact of climate change on supply chains is becoming more apparent with low water levels in the Panama Canal being the most recent example. We believe this may only be the beginning. Temperature increases above 1.5 de-grees Celcius seem likely, leading to escalating physical impacts. Disruption of agricultural sys-tems, manufacturing centers, and transport nodes, are likely to hold significant long-term impli-cations for many industries and consequently for global trade.

Recurring supply chain disruptions, and the longer-term implications of global warming and ge-opolitics, present formidable challenges for many of our customers and local communities de-pendent on trade. It also underscores the purpose and opportunity for our Group to serve cus-tomers by providing more reliable and extensive supply chain offerings.

In this challenging environment, many industries are considering how to rewire their supply chains to reduce risk and add resilience to their operations. The selection of a logistics and transporta-tion partner becomes a strategic and important consideration for many of the customers we serve. In short, we believe that Maersk is a highly compelling choice. We offer reliable products and services across the globe with a strong local presence, with a high degree of control of critical logistics assets and infrastructure, and with a willingness to invest in technology and in green transport solutions.

This brings me to the status of our three main business segments: the Ocean activities, our Ter-minals activities, and our Logistics activities.

As mentioned earlier, our Ocean activities experienced a challenging rate environment in 2023. During the year efforts were made to prepare for the introduction of a best-in-class liner network to improve asset utilization and service levels. Part of this work included a new partnership with Hapag-Lloyd, called Gemini, which we intend to start in February 2025. The ambition is to deliver a flexible and interconnected ocean network with industry-leading reliability for our customers. The cooperation totals a fleet pool of around 290 vessels with a combined capacity of 3.4 million TEU.

Parallel to advancing the new network, we continued our efforts in bringing down costs to 2019 levels to match the deteriorating market environment. Actions taken include the reduction of the global work force by 10,000 jobs as well as slow steaming and many other network related initi-atives reducing operating costs by 14%year on year before foreign exchange effects. These initi-atives cushioned some of the market impact of 2023. While the increased fleet demand due to trade disruptions in the Red Sea provide some short-term benefits, the industry's large order book of ships will likely exert pressure on rates during the second part of 2024, with a difficult outlook for the year.

As for our terminal related activities, APM Terminals continued to demonstrate strong perfor-mance and generated attractive returns in 2023. Akey enabler of the new liner network Gemini mentioned earlier is APM Terminals, which is operating some of the world's most efficient ports.

APM Terminals also continue to see some great growth opportunities. Projects include the US dollar 1billion expansion in Rotterdam, the significant build out of the Lazaro Cardenas terminal in Mexico and the automation of Pier 400 in Los Angeles. The team is also developing new con-tainer terminals in countries such as Vietnam and Brazil, underpinning our belief that terminals remain an attractive industry to invest in.

Finally, let me comment on our logistics activities. 2023 marked a transitional year for Logistics & Services, with lower volumes, not least within lead logistics and e-commerce, negatively im-pacting margins.The focus in 2023 has been on integrating companies acquired over the last years to deliver on financial and operational synergies. We are yet to reap the full benefits of these acquisitions and the work continues in 2024 to drive efficiencies in our logistics activities. On a positive note, we continue to see strong interest from our many customers in Maersk's sup-ply chain offerings and logistics solutions.

Let me also give a perspective on three important areas for A.P. Moller - Maersk: our technology related initiatives, our commitment to the energy transition in global shipping and logistics, and providing a safe workplace.

Technology continues to play a crucial role for Maersk. We are spending time and efforts to mod-ernize many of our legacy systems.

We also acknowledge the huge potential of artificial intelligence for global logistics and trans-portation, not least for our global liner network and terminal activities. To predict and optimize container flows, thereby reduce CAPEX and take out unnecessary waste in the global supply chains.

We are already starting to see the successful outcome of the application of AIbased digital twins in APM Terminals, to optimize our own shipping line's port calls and network configuration, in the transshipment hubs. We are also piloting AI across our sales and customer service functions. For example, our customer service teams, who are today handling over 32 million email queries a year, are seeing productivity improvements and faster customer response times thru AI based chatbots.

The second area Iwould like to comment on is our energy transition commitment. September last year, the President of the European Commission, Ursula von der Leyen named the world's first methanol-enabled container vessel, LAURAMAERSK. Also, many shareholders took advantage of the unique opportunity to visit the ship. Subsequently, we have started taking delivery of 18 large methanol-enabled vessels, with the first named Ane Maersk being delivered early this year. Across the industry, more than 150 vessels with similar propulsion technology are now on order, demonstrating a strong followership to our net zero ambition.

Access to competitive green fuels at scale is vital. Our team is making progress in securing green methanol offtake agreements in what is a completely new market. The first large agreement an-nounced with Gold Wind covers 500,000 tons of green methanol starting in 2026.

All said, we will not be able to achieve our targets on our own! Even as we celebrate our decarb initiatives in many areas, such as green propulsion systems for ships and the electrification of ports, warehouses and intermodal operations, it is very clear that we are dependent on customers to support and pay for green transport solutions as well as on regulators to create the right in-centives.

The biggest challenge that we face is the cost gap between green and black fuels to incentivize customer uptake of green transport solutions. We need a strong regulatory framework under the International Maritime Organization, or IMO, to secure a level playing field. Together with other members of the World Shipping Council, Maersk has put forward a proposal for a Green Balance Mechanism. As the IMOmeets these days in London, we rely on the concerted efforts of member states to effectively tackle the crucial challenge.

Safety is an integral part of our many operations and a critical responsibility for our leaders. It's also a topic of great importance to the Board. We have come a very long way to bring down inci-dents in most parts of our businesses over the years. Despite progress, the tragic loss of fourpeople working for Maersk in 2023 underscores the risks associated with some of our operations and that there is stillmore workto be done.We are painfullyaware of our responsibilityto provide a safe workplace, every day.

This brings me to the financial review of 2023. The financial results, which were in line with the guidance provided throughout last year, include a revenue of 51bn US dollars and a net profit after tax of 3.9bn US dollars. Cash flow from operating activities amounted to 9.6bn US dollars. Our gross CAPEXwas 3.6bn dollars.

During the year, a record 14bn US dollar of cash was returned to shareholders through dividends of 10.9bn US dollars and share buy-back of 3.1bn US dollars. At the end of 2023, our liquidity reserve stood at approximately 24bn US dollars.

Based on these financial results for 2023, the Board has proposed a dividend for 2023 of 515 Danish kroner per share, in line with our dividend policy. The total expected dividend payout amounts to approximately 8.1bn Danish kroner.

The total amount paid out to shareholders in the last three years, if including share buybacks and dividends, equals approximately 180bn Danish kroner or 27bn US dollars.

As communicated in February, given the challenging macro-outlook, it has been decided to sus-pend the share buy-back.At the same time,the Board announced the intent to demerge and spin-off of the towage activities in Svitzer, as a standalone listed company on Nasdaq Copenhagen with shares distributed pro-rata to A.P. Moller-Maersk shareholders. The distribution of the Svitzer Group shares offers immediate value to shareholders.

This move is in line with steps we have taken in recent years under our strategy to simplify the structure and activities of A.P. Moller-Maersk to focus on container shipping, terminals and lo-gistics activities.

The demerger is to be approved by the shareholders. We therefore plan to have an Extraordinary General Meeting scheduled for 26 April 2024. Details of the demerger will be available when no-tice to convene the Extraordinary General Meeting is published.

We are on an annual basis conducting Board evaluations to improve the effectiveness of the Board. In this respect, the Nomination Committee of the Board has carried out a review of how to strengthen the capabilities of the Board.Iam delighted to share that for this year the Board has nominated Allan Thygesen as a new Director of the Board. Allan is today the CEO of DocuSign, a listed company in the US. He has had a long career, including at Google where he was President of Americas. He holds extensive leadership experience in digital businesses and of digital trans-formations, and he comes with strong references.

Iknow that remuneration is a matter of importance to manyshareholders.The remuneration re-port, available on our website, discloses the remuneration of our Executive Board and Board of Directors.

This brings me to the closing of my speech.

Geopolitics introduces considerable uncertainty to our Group's outlook. More than 60 countries, in- cluding half of the world's population, will choose new governments this year against a backdrop of deepening polarization and rising government debt levels. Many countries' evolving economic, in-dustrial, environmental and trade policies will have a significant bearing on global logistics.

We are concerned about the deteriorating political ability to resolve conflicts peacefully. Military conflicts have reached the highest level in decades, and we are deeply saddened by the loss of lives.

2023 ended with multiple distressing attacks on cargo ships in the vicinity of the Red Sea, including Maersk vessels. In these times, the safety of our colleagues, not least seafarers, is always at the forefront of our minds.

As we look back on 2023, let me express my sincere gratitude to our executive team and many col-leagues across the Group for their relentless efforts and unwavering dedication to provide our cus-tomers and local communities with reliable and sustainable services.

Iam also grateful to my colleagues on the Board for their valuable stewardship and governance.

Finally, let me convey a big thanks to our many partners and customers, who support our company, in good times and challenging times."

"Thank you."

The meeting chair thanked the Chair for the management's report for 2023, the presentation of the annual report 2023 and the presentation of the proposal for appropriation of profits and distribu-tion of dividends.

The meeting chair noted that the annual report was signed by the Board and the executive manage-ment,and that the auditor had issued an unqualified opinion of the annualreport.The Remuneration Report 2023 had been included in the notice convening the Annual General Meeting and had also been available on the Company's website.

As stated by the Chair, the Board proposed a total dividend of DKK515 per share of DKK1,000 based on the annual report for 2023 and the interim balance sheet as of 7 February 2024, respectively.

The meeting chair introduced "the Shareholders'Voice", Morten Buttler, who presented written con-tributions and questions received from shareholders.

The meeting chair opened the debate and gave the floor to The International Transport Workers' Federation (ITF) for a contribution presented by the Shareholders'Voice.

ITF thanked for the opportunity to speak at the Annual General Meeting on behalf of 18.5 million transport workers in over 700 trade unions from over 150 different countries. The ITF welcomed Maersk's expansion into other parts of the supply chain in which ITF also had relations and looked forward engaging in an open conversation during Maersk's expansion. ITF explained that it was im-portant that Maersk had dialogue with trade unions, when expanding into new parts of the supply chain. Also, ITF noted that Maersk lacked consistency regarding labour rights throughout Maersk's

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A.P. Møller-Mærsk A/S published this content on 27 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 March 2024 12:15:01 UTC.