A.P. Møller - Mærsk A/S (MAERSKB) Earnings Call Transcript & Summary

March 14, 2024

Nasdaq Copenhagen DK Industrials Marine Transportation shareholder_meeting 112 min

Earnings Call Speaker Segments

Unknown Executive

executive
#1

As Chair of A.P. Møller - Maersk, I extend 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 the safe access to take part of and stay updated via the live webcast. Our CEO, Vincent Clerc has joined me in the studio. And together, we will address any questions that you might have. As Chair of the Annual General Meeting, the Board of Directors has chosen Niels Kornerup, partner of the law firm Bakebloom. I give the word to Niels.

Niels Kornerup

attendee
#2

Thank you Mr. Chair. And thank you to the Board of Directors for appointing me as the meeting Chair of the Annual General Meeting in A.P. Møller - Mærsk. I look forward to carrying out this completely electronic general meeting, in an orderly manner. I will start off by noting that the general meeting is delayed by up to some seconds depending on your Internet connection. For this reason, I will occasionally slow down the speed to synchronize what is going on and occurring here at the physical location for the general meeting and what is broadcasted to you and received to you at the screens. Before we get into the agenda of the Annual General Meeting, we have some few formalities tasks to go through. Firstly, we need to determine whether the general meeting is duly convened and legally capable to transact the business comprised by the agenda of today. Prior to the Annual General Meeting, I have noted that the notice convening the general meeting was published in due time, and that it is properly satisfied the requirements in the company's article, as well as in the Danish Companies Act. In addition, for adoption of Item H2 and H4, regarding reduction of share capital and amendment of the Articles of Association, respectively, Article 11 of the Articles of Association requires that at least 2/3 of the 8 shares are represented at the general meeting. I can inform you that this requirement have already been met prior to the general meeting, as it was registered that 86% of the votes and by that, the A Shares were represented at this general meeting. The figures are -- is determined after reduction of treasury shares and without taking into account the B Shares as these as [indiscernible] not carry any votes. The requirement was met at the start of the general meeting. The final figures will be shown in the minutes of the General Meeting. I can, therefore, conclude that the Annual General Meeting is duly convened and legally capable to transact the business comprised by the agenda of today. I hope for the shareholders' support to this. Thank you. I will record the minutes in the Minutes of the General Meeting that the formal task regarding the general meeting have been satisfied. The Board of Directors have received posted votes and proxies equivalent to more than 98% of the votes. And this is after reduction of treasury shares. I can inform you that the Board of Directors proposal and recommendation enjoys great support. As mentioned in previous year's General Meeting, Section 101, Section 5 in the Danish Companies Act, which requires a full account of the voting to be provided for every resolution, adopted at the General Meeting, even though the results are clear, must be mentioned. I propose that we follow the previous practice or previous year's practice, and deviates from the providing a full account of the voting for every resolution adopted. I allow myself to assume that the General Meeting in accordance with previous practice, agrees with this procedure proposed. And if any objection, I expect that you will send an -- a mail via the Q&A function. And no reaction. So thank you for that. It is possible to follow the General Meeting on the company's website, as well as the -- as via the AGM portal. Shareholders who have registered their attendance and want to participate in the debate must log on and follow the general meeting via the AGM portal. It is not possible to participate in the debate nor ask questions, if the AGM is followed via the webcast on the company's website. We will now turn to the debate and the electronic communication with the shareholders and how that is handled. Everything will, as I just mentioned, be carried out via the AGM portal, to which a log-in have been provided to all registered shareholders. As shown on the slide, you must click on the Q&A icon in the top right corner of the AGM portal. Once clicked, a window will appear in which you can type your questions or your comments. Please note that questions or comments are limited to 2,000 characters. When you have finished typing, you must press the send button and thereafter the question or the comment will reach us here at A.P. Møller - Maersk, where a lawyer from my office will review the comments of the questions. Once reviewed the question, we will read-out loud, at the relevant point of time, at the agenda in order for the question to actually be part of our debate. Again, as the debate is in writing. I encourage everyone their question and comments and for the benefit of all are kept clear and concise in order to conduct an orderly debate at this general meeting. You can submit a question or comment at any time, as we'll make sure that the submission is read out loud at the relevant item. If you experience any technical problem, you can reach out to Computershare on the telephone number, which is shown at the AGM portal. Technical problems should be handled via the telephone number and not via the Q&A function, at the AGM portal. So after these starting remarks, that would bring us to today's agenda, which have been published in the notice and is as follows: Item A, report on the activities of the company during the past financial year. Item B, submission of the audited annual report for adoption, Item C resolution to grant discharge to Directors; D, resolution on appropriation of profit and the amount of dividend in accordance with the adopted annual account. And follows Item E, the remuneration report is presented for approval and F, any requisite election of members for the Board of Directors. Item G is elected election of Auditors. And finally, we have Item H, which is deliberation of any proposals submitted by the Board of Directors or by shareholders. And this year, we have 6 proposals. There's 4 proposals from the Board of Directors and two proposals from shareholders. And the first one is H1, and that is regarding authorization to declare extraordinary dividend. H2 is share capital reduction, H3 is approval of indemnification scheme and H4 is amendment of the articles of Association, in relation to H3, the indemnification scheme. Then follows 2 suggestions or proposals from shareholders and H5 is proposed put forward by AkademikerPension and Eli Fund regarding disclosures on human rights due diligence process. And finally, Lotto, which on H6, have a proposal regarding enforcement of the supplier's code of conduct. And by that, we move to the first items on the agenda. And as it is common practice in A.P. Møller - Mærsk, the introductory items on the agenda, are processed jointly and brought up for debate jointly. We therefore deal with Item HV, 5 items together, and these items will also be discussed jointly. And these are items, First one is the company's report on the past financial year. Next one is submission of the annual report. C is regarding discharging of the Board of Directors, D is resolution in relation to profit distribution and finally, E which is the remuneration report. And the Chair of the Board of Directors, Robert Mærsk Uggla will present the Management Report and the Annual Report for 2023 for approval, including the grants for proposal for appropriation of profit and distribution as dividend, as well as the Remuneration Report for 2023. So with these remarks, I'll give the floor to the Chair of the Board, which is Mr. Robert Mærsk Uggla. Please, Mr. Chair, the floor is your's.

Robert Uggla

executive
#3

Thank you, Niels. 2023 represented another eventful and challenging year in global shipping and logistics. After 2 years of exceptional macro developments, which supported activity and high margins to market normalization accelerated during the year. At the same time, the oversupply of new container 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 changes 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 prominence. Trade blocks and intraregional trade play an increasingly important role, influencing how cargo is sourced and moved globally. This 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 European 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 significant global manufacturing hub. In 2023, China retained 1/3 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 [indiscernible] and relative stability in international waters, maritime traffic is now subject to prolonged violent attacks. The Black Sea transits has been adversely affected since Russia invaded Ukraine, and recent attacks in the vicinity of the Red Sea are challenging long-held assumptions about safe passage for shipping and for international trade. The Houthi rebels attack on the global merchant fleet in the Babalmandab Street has forced a significant part of seaborne trade to circumvent to Sues Canal. And sail South, of the Cape of Good Hope, adding more than 13,000 kilometers to a round-trip voyage from Shanghai to Rotterdam. Trade and military conflicts are not the only disruptions. The impact of climate change and supply chains is becoming more apparent with the low water levels in the Panama Canal, being maybe the most recent example of that. We believe this may only be the beginning. Temperature increases above 1.5 degrees Celsius, seem quite likely leading to escalating physical impacts. Disruption of agriculture systems, manufacturing centers and transport nodes, are likely to hold significant long-term implications for many industries and consequently, for global trade. Recurring supply chain disruptions and the longer-term implications of global warming and geopolitics present formidable challenges for many of our customers and local communities dependent on trade. It also underscores the purpose and opportunity for our group to serve customers by providing reliable and extensive supply chain offerings. In this increasingly 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 transportation partner becomes a strategic and an 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 also in green transportation solutions. This brings me to the status of our 3 main business segments. Our Ocean Activities, our Terminal 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 of next year. 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 ships with a combined capacity of 3.4 million TEUs. Parallel to advancing the new network, we continued our efforts in bringing down cost to 2009 levels, to match the deteriorating market environment. Actions taken include the reduction of the global workforce by approximately 10,000 jobs, as well as slow steaming and many other network-related initiatives, reducing operating costs by around 14% year-on-year before foreign exchange effects. These initiatives 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 for the liner industry, the industry's larger 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 performance and generated attractive returns in 2023. A key 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 USD 1 billion expansion in Rotterdam. The significant buildout of the Lazaro Cadenas -- Cadenas terminal in Mexico, as well as the automation of P4100 in Los Angeles. The team is also developing new container 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 and Services. with lower volume, not least within Lead logistics and e-commerce negatively impacting 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 read 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 supply chain offerings and logistics solutions. Let me now give a perspective on 3 important areas for A.P. Møller - Maersk, our technology-related initiatives, our commitment to the energy transition and the importance of providing a safe workplace to our many workers and our partners and suppliers. Technology continues to play a crucial role for Maersk. We are spending time and significant efforts to modernize many of our long-standing legacy systems. We also acknowledge the significant potential of artificial intelligence for global logistics and transportation, not least for our global liner network and for our Terminal Activities to predict and optimize container flows, thereby reducing CapEx and taking out unnecessary waste in the global supply chains. We are already starting to see the successful outcome of some pilots and applications of AI-based digital twins, in APM Terminals, to optimize our own shipping lines [port close] and network configuration in the transhipment hubs. We're also piloting AI across our sales and customer service functions. For example, our Customer Service teams who are today handling over 32 million e-mail queries a year, are seeing productivity improvements and faster customer response times through AI-based chat bots. The second area, I would 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, Laura Maersk. Also, many shareholders took advantage of the unique opportunity to visit the ship and to engage with our management team. Subsequently, we have started taking delivery of 18 large methanol enabled vessels, with the first name in [indiscernible] Mearsk being delivered early this year. Across the industry, more than 150 vessels with similar propulsion technology are now in order, demonstrating a strong followership to our net 0 ambition. Now access to competitive green fuels at scale is, of course, as vital as these ships, our team is making good progress in securing the methanol offtake agreements in what is a completely new market. The first large agreement announced with Goldwind, covers 500,000 tonnes 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 de-carb initiatives in many areas, such as the green propulsion systems for ships just mentioned and the electrification of ports of warehouses and of many intermodal operations, it is very clear that we are dependent on customers to support and pay for green transfer solutions. We are also dependent on regulators to create the right incentives. The biggest challenge that we face is the cost gap between green and black fuels, to incentivize customer uptake of green transfer 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 IMO meets these days in London, we rely on the consulted efforts of member states, to effectively tackle this crucial challenge. And this brings me to the third topic, safety. Safety is an integral part of our many operations and it is 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 incidents in most parts of our businesses over the years. However, despite progress, the tragic loss of 4 people, working for Maersk in 2023, underscores the risks associated with our operations, and there's still more work to be done. We are painful aware of our responsibility to 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 revenues of $51 billion and a net profit after tax of $3.9 billion. Cash flow from operating activities amounted to $9.6 billion. Our gross CapEx for the year was $3.6 billion. During the year, a record $14 billion of cash was returned to shareholders, through dividends of $10.9 billion and through share buybacks of $3.1 billion. At the end of 2023, our liquidity reserves stood at approximately $24 billion. Based on these financial results for 2023, the Board has proposed a dividend for 2023 of DKK 515 per share, which is in line with our dividend policy. The total amount paid out to shareholders in the last 3 years. If excluding -- or including share buybacks and dividends, equals approximately DKK 180 billion or $27 billion. As communicated in February, given the challenging macro outlook, it has been decided to suspend the share buyback. At the same time, the Board announced the intent to demerge and spin off the Towage Activities, called Svitzer, as a stand-alone listed company on NASDAQ Copenhagen, which shares distributed pro rata to A.P. Møller - Maersk shareholders. The distribution of the Svitzer Group shares offers immediate value to shareholders. This move is very much in line with steps we have taken in recent years under our strategy to simplify the structure and activities of A.P. Møller - Maersk. So we focus on container shipping terminals and logistics activities. The demerger is to be approved by the shareholders. We, therefore, plan to have an extraordinary general meeting scheduled for April 26, 2024. The details of the demerger will be available when notice 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. I am delighted to share that for this year, the Board has nominated Alan Tousson as a new Director of the Board. Alan is today the CEO of DocuSign, A listed the company in the U.S. He's had a long career, including at Google, where he was the President of Americas. He holds extensive leadership experience in digital businesses and of digital transformations, and Alan comes with strong references. I know that remuneration is a matter of importance to many of our shareholders. The remuneration report available on our website discloses the remuneration of our Executive Board and Board of Directors. We, of course, also welcome any questions on this topic today. This brings me to the closing of my speech. Geopolitics introduces considerable uncertainty to our group's outlook. More than 60 countries, including 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, industrial, 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 on Maersk vessels. In these times, the safety of our colleagues, not least our sea fares, 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 colleagues across the group, for their relentless efforts and unwavering dedication to provide our customers and our local communities with reliable and sustainable services. I'm 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 in challenging times. Thank you.

Niels Kornerup

attendee
#4

Thank you to the Chair for the Management Report for 2023 and the presentation of the Annual Report for 2023 as well, including the presentation of the proposal for the appropriation of the profit and the distribution of dividend, as well as the Remuneration Report for 2023. I note that the report -- the Annual Report is signed by the Board of Directors and the Executive Management and that the Auditors has issued an unqualified opinion of the Annual Report, which appears from Page 122 and 124 of the company's report for 2023. I'll also note that the Remuneration Report for 2023 was appended to the notice convening the General Meeting and has been available to the shareholders at the website as from the date of the notice was published and that was also enlightened by the chair at his speech. As stated by the Chair, the Board of Directors propose a total dividend of DKK 515 per share, and that is a share of DKK 1,000. I will now open the floor for questions and comments from shareholders. And I will use this occasion to introduce the shareholders' voice, which was also a part of last year's Annual Meeting. The shareholders' voice will read out loud the comments and questions received from shareholders. Questions and comments will be read out loud, as phrased by the shareholders. It is Morten Buttler, who will act as the voice and the face of the shareholders' voice, please welcome the shareholders' voice. We have prior to the general meeting received 5 contribution from shareholders. The first contribution is from ITF, that's the International Transporters Workers Federation. And I'll now give the floor to the shareholders' voice, who will present the contribution from ITF. Please, ITF.

Unknown Attendee

attendee
#5

Thank you, Niels. The International Transport Workers' Federation, welcomes the opportunity to speak to A.P. Møller - Maersk executives and shareholders today. We are the voice of 18.5 million transport workers, in over 700 transport trade unions, across the globe from over 150 different countries. Transport workers are the lifeblood of the global economy, linking critical supply chains, markets and societies, keeping our world moving. Our members on the ground experience and expertise make the ITF, one of the world's leading transport authorities. Maersk, a leading maritime conglomerate is succeeding in becoming an integrated end-to-end transportation provider, focusing on expanding business into shoreside logistics. This expansion comes with many opportunities, but also significant risks. In land transport and logistics often involve extensive and complex contracting change, which the experience of ITF members and various research identifies can lead to downward pressure on workers' pay, conditions, health and safety and lack of transparency. This can result in severe labor and human rights violations and legal liability for lead companies. At the same time, the more complex the contracting chains are the more difficult it is for lead companies to fully understand or have an overview of the risks they are responsible for addressing. There's an overlap between the sectors Maersk is expanding into and ITF's membership in road, rail and warehousing. Our already well-established relationship in maritime sectors, ports, ships and trucks, has proven to be mutually beneficial and cooperative. The ITF wishes to further develop this relationship and invites Maersk to participate in open conversation with our affiliated trade unions so that they are consulted in the process of expansion. We're confident that our affiliates firsthand knowledge of conditions in Maersk's shore-based operations can help mitigate any significant risks and become a leader in human rights due diligence and supply chain accountability at a time when the related legal frameworks are being strengthened globally. According to both the ethical trading initiative and the committee on workers' capital, employer engagement with trade unions has significant positive potential for companies and their shareholders. Meaningful dialogue builds trust among the workforce ensures workplaces are safe, enables reliable audits of labor code, noncompliance, improved staff retention, leads to better business decisions, promotes equality, supports access to learning and skills, saves money and increases productivity. For Maersk, to ensure its operations in these new sectors make good business sense, Maersk must ensure trade unions have a seat at the table. It is a fact, and we're addressing investors here today, who agree, consumers and shareholders are demanding ethical consumption. As we have highlighted at previous AGMs, performance on respect for labor rights has not always been consistent across Maersk's activities. For this reason, we are disappointed that the Board is not supporting the well thought through shareholder proposal, by AkademikerPension and LD Fund. Adopting the mature and thorough approach to reporting on the company's approach, to human rights due diligence, which these shareholders propose, including sustainable supply chains will enable the company to demonstrate clearly that it is meeting the EU's minimum social safeguards for sustainable finance. Through Maersk''s transition and expansion, it's crucial that jobs are protected and new opportunities for decent work are created for the future workforce. As Svitzer is demerged from Maersk, uncertainty looms over the future of the [indiscernible] subsidiary workforce. ITF has heard reports of cash realization and victimization of trade union activists. We look forward to raising these issues further at the emergency Shareholder Meeting next month regarding the demerger. Additionally, our affiliated trade unions have raised concerns at ports where Maersk holds significant stake through APM Terminals. Maersk has committed to uphold third-party labor supply policies. However, we have had reports from around the world that Maersk is not living up to its professed standards on social dialogue and equality measures. In Bremerhaven Seaport, a joint venture between APM Terminals and Urogate, our affiliate is in dispute to ensure the automation process abides by the existing collective bargaining agreement. Maersk must take responsibility and adhere to applicable collective agreements and respect existing social partnerships. APM Terminals hold 75% shares in Gateway Terminals India, where workers are consistently being outsourced when they should be directly employed. In 3 Columbo Harbor terminals, the lack of proper facilities for women, undermines Maersk's commitment to equality and promoting women in the maritime industry. In a time of great uncertainty and global unrest, the ITF stands with its members in hopes for a world of peace and prosperity from the Middle East to Eastern Europe, East Africa to Southeast Asia. Until then, as social partners, we must come together to protect those most vulnerable. The Junta in Myanmar needs foreign exchange to buy weapons, ammunition and fuel. The main source of foreign exchange is exports, garments in particular, but also gems, wood and other commodities. Disrupting this source of foreign exchange would make it much harder for the regime to sustain itself. Maersk must not throw a lifeline to the regime through its operations. A regime, that not only persecutes union activists, but that demands its workers abroad, including seafarers, remit 25% of their foreign currency income through the country's banking system, at an exchange rate that is 40% below market rate. Finally, we welcome Maersk's decision to enter the Gemini corporation with Hapag-Lloyd. As there is an opportunity for both companies to work jointly in raising standards in the maritime industry. The dialogue between Maersk and ITF during the Montreal Dockers dispute, was positive, resulting in a collaborative strategy to return lashing to shoreside workers. We congratulate Maersk for its decision to protect its seafarers and that lashing unlashing remain Dockers work. We hope that Maersk can encourage Hapag-Lloyd to do the same. If Maersk can find a solution, so should Hapag-Lloyd. We urge Maersk to redouble and press again for a level playing field with its new liner partners, Hapag loyd, who ought to share the same principles for safety of their crew but have so far disappointingly failed to uphold. Although we find it regretful, that shareholders are not meeting in person. We nonetheless appreciate the opportunity to share our statement at the AGM. The collaboration between the ITF and Maersk, has the potential to set a precedent for labor relations in the industry. Tick box exercises deeming workers as the most valuable asset in a company are not enough. Meaningful action by the employer, including empowerment of the workforce through positive dialogue with trade unions will, without a doubt, also contributed to the success of the company. Thank you.

Niels Kornerup

attendee
#6

Thank you, ITF. And the CEO, Vincent Clerc will reply ITF. Please, Vincent Clerc.

Vincent Clerc

executive
#7

Thank you, and we appreciate the opportunity that ITF has taken to address this AGM. We thank them for their statement, and I would like to provide the following answers. We do recognize the constructive relationship between both our organizations. Our expansion in Logistics and Services does not change that we will continue to set positive cooperations with ITF and its affiliates. We are fully committed to our responsibility to respect fundamental rights of our employees. In addition, we have taken measures to address possible risks with regard to third-party labor. Example, is the introduction of a new global standards on third-party labor, which came into effect in 2023. We acknowledge that ITF has significant experience in different parts of transport and Logistics sector and welcome any feedback and input that ITF wishes to share with us. And we remain prepared to have meaningful dialogue with our -- with ITF on all relevant topics. We are committed also to providing adequate disclosure on human rights due diligence and will further elaborate our position towards the shareholder proposal on human rights disclosure, when this is to be discussed under agenda H5. Svitzer will likely soon become an independent stock-listed company. There is no reason to assume that this change in their setup will change the values, to treating employees in a decent and respectful way in accordance with fundamental labor rights. This includes showing respect for the freedom of association and the right to collective bargaining. We do not recognize, however, the suggestions made by ITF, that APM Terminal is not living up to its standards on social dialogue and equality measures. It would not be appropriate to discuss the individual case mentioned by ITF, during this meeting. But we want to underline that APMT is committed to what is called just transition when introducing new technologies and makes conscious and careful decisions when work is outsourced to third parties. Finally, we would like to invite ITF to engage into a conversation with us about their filings in Terminals, in Colombo. With regard to Myanmar, we would like to mention the following: since the coup in 2021, we have been following the situation in the country, very closely, prioritizing the health and well-being of our employees, while continuing to support customers and contributing to the local economy. It is our strong belief that global trade can be a powerful enabler for development when carried out in a sustainable and responsible way. We have carefully considered how to remain engaged in Myanmar, while honoring our commitments to respect international standards of human rights. We have conducted heightened human rights through diligence to assess human rights risks and how Maersk's management systems are preventing or mitigating such risk. Our assessment and preliminary conclusion is that it is possible for Maersk to continue to operating responsibly in Myanmar, but we will continue to monitor the situation there closely. Maersk looks forward to a successful collaboration with Hapag-Lloyd that will start in February 2025. This cooperation is expected to be a positive for all stakeholders in both companies, including employees and their representative. Maersk is not, however, in a position to interfere with the internal employee and labor relations matter of an independent company like Hapag-Lloyd. We have full confidence that the way Hapag-Lloyd will manage its operations are safe and guarantee the welfare of their seafarers. We look forward to regular engagement with ITF and between ITF and Maersk in 2024 and beyond.

Niels Kornerup

attendee
#8

Thank you, Vincent Clerc for the ITF reply. And the next contribution is from the shareholders, AkademikerPension and LDFund, and I will now give the floor to the shareholders' voice who will present their contribution, please?

Unknown Attendee

attendee
#9

Thank you Niels. This statement is given on behalf of AkademikerPension and LD Pensions. Again, this year, we would like to address the issue of the fully virtual setup of this year's Annual General Meeting. While hosting a fully virtual general meeting may have some financial and administrative advantages, it is diluting shareholder rights and the democratic purpose of the Annual General Meeting. The fact that this statement is being read allowed by a Maersk representative instead of a shareholder underlines this issue. We strongly encourage Maersk to revert to a hybrid setup with both in-person and online participation for next year's Annual General Meeting. Alternatively, shareholders must be allowed to speak themselves, either by prerecorded video or live on screen. In order to ensure the preservation of shareholder rights going forward.

Niels Kornerup

attendee
#10

Thank you, AkademikerPension and LD Fund. And the Chair will reply to this contribution. Please, Mr. Chairman.

Robert Uggla

executive
#11

Yes, thank you for the statement and for your engagement. Let me be very, very clear, we have absolutely no intention to dilute shareholder rights. On the contrary, what we want to make sure is that all of our shareholders have the same access and the same opportunity to engage and to take part of our AGMs. We actually think the digital AGMs is a better platform for our shareholders, keeping this in mind. Many of our shareholders are not based in Denmark. We find your comment about upgrading the technology platform, we're currently using sort of valid observation. I very much appreciate that feedback. You comment that you want shareholders to be allowed to speak for themselves, either by prerecorded video or live on screen is well noted. We decided not to do it this year, but we are reviewing the matter. In fact, we're engaging with Chairs and companies here in Denmark to see what their best practices are, but we're also engaging with companies in other countries in Europe, some of these countries, you can see a more progressed, when it comes to digital AGMs and we try to learn from them and figure out how we can further improve this format. Thank you.

Niels Kornerup

attendee
#12

Thank you to the Chair for response to AkademikerPension and LD Fund. And the next contribution is from the Climate Action 100 plus initiative. And I'll now give the floor to the shareholders voice, who will present their contribution, please, shareholders' voice.

Unknown Attendee

attendee
#13

Thank you. Dear Board members, dear fellow shareholders. This statement has been prepared by AkademikerPension and EOS at Federated Hermes, who have been co-leading the engagement with Maersk under the investor-led initiative Climate Action 100 + since December 2017. Climate Action 100+ has over 700 investor signatories and engages with investee companies to achieve 3 goals. To implement a strong government framework for the management of climate-related risks to act to reduce emissions across value chains in line with the goals of the Paris Agreement. And achieving net 0 by 2050 and to enhance corporate disclosure and the implementation of climate transition plans to protect and create long-term value for shareholders. We have appreciated our positive and responsive engagement with Maersk to date, which has followed the company's journey in setting an ambitious climate strategy to achieve net 0 greenhouse gas emissions by 2040. And alongside interim targets that have recently been validated by the science-based targets initiative as aligned with the 1.5-degree Celsius goal of the Paris Agreement. At the AGM last year, we welcomed the commitment demonstrated by the company's investments to enable the use of green low-carbon methanol in the Oceans business. Yet, we also highlighted the importance of Maersk demonstrating a commitment to achieving a just transition, including through assessing and mitigating the potential social and environmental risks associated with rapidly scaling the supply of low carbon fuels. We were, therefore, pleased to see the 2023 sustainability report show that Maersk is continuing to mature its approach to managing these risks. This includes using and improving a life cycle assessment for green methanol procurement that considers environmental and social impacts, as well as developing a special -- a specific green fuel sourcing due diligence framework. We hope to see future reporting demonstrate the implementation of these resources to achieve the necessary outcomes in enhancing the sustainability of the green fuel supply chain. At last year's AGM, we also raised the need for Maersk to provide further details on its strategy to manage the physical climate risks that have been identified through recent scenario analysis exercises, as having potentially financially material consequences for the business. We support the additional reporting provided in the ESG fact book on the conclusions of the scenario analysis and reassurance that all majority owned terminals and warehouses are part of a loss prevention program. Given the increasingly significant consequences of physical climate events, we request further details of this loss prevention program, including specific short- and medium-term targets -- medium-term actions and its contribution to building a resilient and responsive business. Finally, despite the key steps taken already by Maersk, we understand the importance of public policy, around the world in enabling and supporting the energy transition. This has driven another focus in our engagement on Maersk's interaction with public policy, both directly and indirectly as a key actor in the shipping industry and the global economy. A number of positive steps have already been taken and a clear commitment to align the company's policy engagement with the 1.5-degree Celsius goal of the Paris Agreement is an important guiding principle. As always, the impact is in the execution, and so we request the publication of a review of the company's key climate policy positions. Globally and in key markets against this guiding principle of 1.5 degrees Celsius alignment. This will support greater compliance with the global standard on responsible climate lopping and better facilitate a public policy environment that enables a successful transition to net zero. We look forward to our continued dialogue and remain committed to supporting the company's progress across these increasingly urgent issues. Thank you.

Niels Kornerup

attendee
#14

Thank you. Climate Action 100+. And again, it's the Chairman who will reply for that.

Unknown Executive

executive
#15

I actually think we should let the CEO comment.

Vincent Clerc

executive
#16

Yes. So from the Maersk side, we also appreciate the positive engagement with Climate Action 100+. And we thank AkademikerPension and Federate Hermes for recognizing our commitment taken in our climate road map. With regard to the request for further details on managing physical climate risks and potential financially material consequences to our business, we can confirm that we expect to provide more disclosure on this topic in annual reporting going forward. In line with the requirement of the EU Corporate Social Responsibility directive -- reporting directive. We fully agree that ambitious public policy is critical to enable the support for the green transition not least in the hard-to-abate sector, such as ours. It is for the same reason that we take such an active role in advocating for high ambition and strong supportive market-based measure from the IMO to deliver on shipping's net-zero commitments. The green balance mechanism mentioned by Robert in his speech earlier, is an example of a crucial regulatory enabler that we need in shipping. In short, it is a suggested fee applied on burning fossil fuel, where the proceeds are being rerouted towards the vessels burning green fuel. The more you pollute, the more you pay, and the more green fuel you use, the larger the reward. Maersk's supports the green balancing mechanism because it makes the green choice easier for our customers and helps level the playing field between fossil fuels and green fuels, which is something Maersk has been asking for, for a long time. Let me end by saying that we also recognize the need for companies to be transparent on their climate efforts, and can confirm that we will continue to provide additional disclosures on our key climate position and how these related to the principle of 1.5-degree earlier alignment.

Niels Kornerup

attendee
#17

Thank you, Vincent Clerc for the answer to the Climate Action 100+ contribution. And the next contribution is from Danish Shareholders Association, and I'll now give the floor to the shareholders' voice who will present their contribution, please? Thank you, Niels. A.P. Moller - Maersk has, for many years, been a popular Danish public share which has been valued by private Danish investors all over the country. At the same time, we have experienced that interest in investment has increased significantly in the Danish public in recent years. And that is precisely why the interaction between company and investors society is even more important today than ever before. Also from an ESG perspective, where social responsibility can be expected to play a greater role in the years to come also for A.P. Moller - Maersk. All the more, it is regrettable, even criticizable that A.P. Moller - Maersk has chosen to maintain that it only holds an online general meeting, which does not allow us to meet face-to-face and get the dialogue that the company was once a champion for. And this year, we also experienced that the use of Danish language has been left out with no interpretation available which again seems to reduce the interaction with the surrounding society. Let me initially ask the management to elaborate on whether it is correctly understood, that the possibility of holding a purely digital general meeting was introduced in due course in connection with the COVID-19 restrictions as an emergency legal measure? From the Danish Shareholders Association, we're concerned just as I know a number of larger investors are that you cannot find the resources to hold a combined physical and digital general meeting. As we see, the majority of Danish companies do, we still hope that it can happen again next year in a format that points forward and, for example, just like Novo Nordisk contains both a general meeting and an in-depth shareholder meeting. Let me turn to my comments on the report. First of all, thanks to the management and all the many employees for a great effort in 2023, and thanks for thorough reporting on the development throughout the year. It is appreciated. There is no doubt that it is a complex business that must be run and developed in a time with many challenges. Of course, we must not forget that we're coming from a couple of good years which hopefully have given strength and also good yields to the shareholders. But now we are facing difficult times, and this leads me to my 2 follow-up questions. A large part of the problem with falling freight rates is, as we understand it, overcapacity in the market. It is a known phenomenon and also something that has been discussed for years in the industry. I would like to ask the management to elaborate on the considerations that the company has naturally made over the years when the decisions were taken to invest in ships that have, on one hand, strengthened the company's position but also contributed to the overcapacity. And I would also like to hear the management's forecasts for how the capacity is expected to develop in the longer path towards 2035. Forecasts for the company's earnings in the coming years show that we must expect some tough years. Other listed companies in similar situations have announced that they do not expect to pay dividends for the coming years. Can we expect a similar announcement for A.P. Moller - Maersk? Or will dividends continue to be expected also from 2025 onwards? And if so, should a loan be taken to pay these out? Let me finish on behalf of the private shareholders in the Danish Shareholders Association to wish the company all the best in the coming years, and to hopefully meet again face-to-face later this year and for our traditional general assembly in 2025.

Vincent Clerc

executive
#18

Thank you to the Danish Shareholders Association and there were 2 specific questions. And I understand that the Chair would answer both of them.

Robert Uggla

executive
#19

So I will comment on 2 of the statements. Then I will pass on the word to our CEO, who can comment on the specific questions. But I just want to make sure there's no misunderstanding here. So the reason why we have a digital AGM has been explained. And I also want to stress that, yes, we are a company based in Denmark, but we have a very international workforce. We have many nationalities holding shares in A.P. Moller - Maersk, and we think it's good and fair that we hold this AGM in English. With that said, it's my understanding that the entire AGM is actually carried out with interpretation to Danish. And I'm sort of looking at my colleagues here on the corner, but -- so this AGM is also available for those who only would like to listen to Danish. We have live interpretation to my understanding. And I also just want to sort of comment on the statement that we don't have any face-to-face meetings and the suggestion to follow some other companies that have a general meeting as well as an in-depth shareholder meeting. Last year, we had in-depth shareholder meeting. We invited all shareholders to see Laura Maersk only 200 meters from where this studio is. And in connection with that, we had the entire management team giving several presentations. I believe there were 4 dedicated sessions with management. And in addition to that, we had a number of other activities to provide information to our shareholders. So it was a very, very extensive program for our shareholders. And we will consider if we should do something similar again. So the face-to-face meetings were carried out in 2023. Yes, I think that just brings me to the comment around the dividend. And then we have dividend policy, which has been shared with the public and it's very clear in the sense that we say that we have an annual payout ratio of 30% to 50% of underlying net earnings. So the dividend payment in future is a function of the underlying net result. And with that, I give the word to our CEO to comment on the rest of the questions.

Vincent Clerc

executive
#20

Yes. Thank you, Robert. It is true, as was noted in the statement that a large order book for the shipping industry is -- has caused significant pressure on the freight rates that have fallen significantly since the good years of '21 and '22 and have fallen actually at unsustainable level. We expect an influx -- we have seen an influx of capacity of 9% in 2023. We expect another 11% to come in this year and then another 7% in 2025. That is more than 700 new ships that have come into the market between '23 and here in '24 and another 150 that will come in 2025. Against that background, our fleet has actually remained constant in size. So we have not participated to the increase of order book and fleet that have contributed to this oversupply of tonnage that will be with us for a couple of years. We have made some investment in ships over these years. These are linked to simply the renewal and the replacement of our existing fleet where we actually take some of the old ships that we have and scrap them and replace them with the new ones that run on green methanol and contribute also to executing our energy transition road map as we have promised. Now we are still faced with a problem that we have not created but that we need to face and that we will need to be part of solving. Demand growth, slow steaming, ship recycling will partly offset, we'll have to offset over time this overcapacity so that we can -- so that we can get back to a healthy earnings level. What this means for us in the meantime is that we need to continue to have a very strong focus on our cost management really looking for profits and asset utilization. And this is where delivering best-in-class service to our customers and the new collaboration of Gemini will greatly assist us mitigating some of the risk that are linked to this difficult industry situation. Thank you.

Niels Kornerup

attendee
#21

Thank you to the Chair and to the CEO for contributing to answers to the Danish Shareholders Association's various questions. That brings us to the last contribution, which is handed in or submitted prior to the shareholders' meeting. And that is, again, from the shareholders, AkademikerPension and LD Fonde. And I will now give the floor to shareholders voice, who will present the contribution from AkademikerPension, LD Fonde, please.

Unknown Shareholder

shareholder
#22

Thanks. This statement is given on behalf of AkademikerPension and LD Pensions. First, we would like to comment the Board for adjustments made in recent years that have brought the company closer to best practice with respect to the size of Board remuneration and how voting on the remuneration report is executed. However, we still find room for improvement when it comes to transparency and size of remuneration for executive management. Excessive variable pay may lead to aggressive risk taking, and we will not support remuneration policies that offer more than 200% bonus potential. With respect to transparency, it is important that remuneration reports provide visibility into the dynamics and reasons behind bonuses paid. We still do not find this to be the case, and therefore, we cannot support the remuneration report.

Niels Kornerup

attendee
#23

Thank you for that AkademikerPension and LD Fonde. And that is the chair would give remarks to that, please?

Robert Uggla

executive
#24

Yes. So thanks for the good dialogue on this topic. The views shared by you and many other shareholders are certainly taken very seriously in the boardroom, and we have a dedicated remuneration committee that follows up on these points. I've also had the pleasure of meeting a few different shareholders who share their perspectives on remuneration. I think the general view to summarize the overall trend is that there is a strong push from most shareholders and certainly also the Board that there is a close link between the performance of the company and the payout to our executives. So over the years, we've reduced the share of base pay, and we increased the share of variable pay. And we think that is the right development, and we know that many shareholders support that development. Now when it comes to the specific ceilings you're referring to, that's maybe warrants a longer conversation. We, of course, spent significant time benchmarking our compensation packages and also trying to understand what is required to give the right kind of carat to our executive teams. For the STI, so the short-term incentives, we actually have a ceiling of 200% for our CEO for the long-term incentive program is slightly higher than that. It goes up to 300%. But these are sort of the max payout. So if you look at the last few years' development, we had a team and a company that delivered historic high profits. And even during these years, we did not reach the 200% SDI ceiling. So I think in practical terms, we are seeing very reasonable payouts, but it's, of course, important for us to continue to be competitive here because we compete for a very international talent pool. We believe that we have a very transparent remuneration report I appreciate that there is a view that we should share even more when it comes to some of the KPIs. But this is a careful balance. We don't want to share too much because we know also how our competitors are reviewing these documents. So the Board has concluded that the kind of transparency we now offer is sufficient. But thanks for the views and for your input on this topic.

Niels Kornerup

attendee
#25

Thank you to the Chair, Robert Maersk Uggla for the reply to AkademikerPension and LD Fonde. And that was the last contribution submitted prior to the general meeting and we'll now turn to the contributions which have been handed in during the general meeting. And that have been handed via the AGM portal for which I refer to shareholders who want to make comments or give questions or put questions forward. So the next question or the comment is from critical shareholders. And I give the floor to the shareholders' voice on behalf of Kritiske Aktionaerer will present their contribution, please?

Unknown Shareholder

shareholder
#26

Thank you. As many times before, critical shareholders will focus on the CO2 emissions from Maersk activities. Although we have acknowledged Maersk initiatives, we have to say at least at last year that it is not moving. Economic weekly has made an overview of CO2 emissions from the shipping company's own activities, called Scope 1. It shows that it has not been possible to reduce the company's direct CO2 emissions over the past 10 years. Not good when you remember that the climate issue has been high on the company's agenda since 2008 after the issue had been raised by critical shareholders the year before. In the first years, little happened. But since 2013, development has stalled, in fact, emissions have increased slightly. If you look at the company's total emissions Scope 1, 2 and 3 the entire company's value chain. It is not going well with reducing emissions. A slight reduction in 2023, but this is against the background of an upward revision of the company's emissions in 2022. Maersk efforts needs to be improved and it underlines that it was a mistake to pay record yields to the shareholders instead of prioritizing climate action. The company's responsibility is great with total emissions up to twice as large as all of Denmark's emissions. At last year's meeting, we criticized that Maersk had worked actively to ensure that shipping was not covered by the 15% tax imposed by the OECD on multinationals. Since then, it has emerged that Maersk has also opposed an international EU agreement on the tax on CO2 emissions from ships in the EU. Again, the shipping company had persuaded the Danish state to work for the shipping company's view that the tax should only apply to internal transport within the EU. This time, it failed. The EU adopted an international CO2 tax for ships. Will the management regret this attempt to thwart an international initiative to reduce the shipping company's CO2 emissions.

Niels Kornerup

attendee
#27

And thank you to Kritiske Aktionaerer for their contribution, and comments will be given by the CEO, Vincent Clerc, please.

Vincent Clerc

executive
#28

Yes. Thank you. And I want to reemphasize the fact that we take our contribution to the energy transition in the plans that we have put forward for the Maersk Energy transition very, very seriously. We acknowledge that we are in a climate crisis, and we are committed to do our share to reach net zero in 2040 and to deliver on our ambitious sign-based goal already in 2030. But we cannot do it alone. And to succeed, we are dependent on working with the ecosystem. In this case, the IMO that we are part of -- and including customers also suppliers and industry peers and regulators. We talked before also in Robert's speech about the screen balancing mechanism, which is actually not an attempt for Maersk to oppose legislation from IMO, but an attempt to have this IMO promulgate something that will truly move the needle and enable companies to make the right decision when it comes to energy transition. The need for climate action in this decade is well acknowledged. And obviously, we have faced some setback, as you mentioned, during 2022. We had to sell faster because of congestion. And here in 2024, we faced another setback having to sell south of the Cape of Good Hope in Africa, which adds 13,000 kilometers to a loop between Asia and Northern Europe and obviously, will have a negative impact again on our carbon footprint. However, the action and the tangible actions that we have taken with investments in green methanol vessels like Laura Maersk or Anna Maersk and the sister ships that will follow as well as the deal that we have done with Golden Wind (sic) [ Goldwind ] in China are true testament of the seriousness of our efforts. We are committed to transparently reporting our greenhouse gas emission. This is what we have done and why we have committed to the science-based target initiatives, and we will continue to report on our progress towards net zero going forward.

Niels Kornerup

attendee
#29

Thank you, the CEO for the answering of the Kritiske Aktionaerer's first question. And the reason why I'm saying that is that the next question is also from Kritiske Aktionaerer or shareholders. And I give the floor to the shareholders' voice, please.

Unknown Shareholder

shareholder
#30

We have a question about a looming environmental disaster from the steel rolling mill in [indiscernible]. Leakages from the abandoned Slack Mountain threaten to and the [indiscernible]. Maersk was the main shareholder in the rolling mill when Slack Mountain was created. Can we get a guarantee that it will not foot the bill, but will pay its share when the threat of pollution is to be stopped?

Niels Kornerup

attendee
#31

And thank you to Kritiske Aktionaerer critical shareholders. And there is a specific question, and it's the CEO, Vincent Clark, will address that, please.

Vincent Clerc

executive
#32

So we have so far not been made aware by the authorities about a potential pollution issues. But we recently received an invitation from the regional authorities to participate in a meeting about this. We are happy to discuss the issue and to handle a potential environmental threats with all relevant parties.

Niels Kornerup

attendee
#33

Thank you, Vincent Clerc for the answer to the second question from critical shareholders. I have one contribution left and that is Lars Engelhardt, and I please give the floor to the shareholders' voice via or being Lars Engelhardt, please.

Unknown Shareholder

shareholder
#34

Thank you for your professional way of doing business while thinking about both employees, the environment and shareholders. Thanks for making the annual meeting electronic. Thank you for the invitation to visit Laura Maersk, continue the good work.

Niels Kornerup

attendee
#35

Thank you. And there is coming in additional submissions now. And the next one is from [ Ian Hersiak ] and it is apparently in Danish, and it will be read out in Danish, and it will be answered in English. So I hand over the floor to the shareholders' voice, please?

Unknown Shareholder

shareholder
#36

Thank you. [Foreign Language].

Niels Kornerup

attendee
#37

And thank you for the question put forward by [indiscernible]. And for the English speaking audience, it's a question about what is the cost for not sailing through Suez? And that will be the CEO, Vincent Clerc, who will respond to that, please.

Vincent Clerc

executive
#38

Yes. Thank you. So the cost of having to sail an extra 13,000 kilometers between Asia and Europe and a significant deviation on many of our services will remain quite high for as long as the safe passage through the Red Sea cannot be guaranteed. That is why not only have we had to face these extra costs, but we have also had to have significant discussions with our customers to pass these costs on to them and therefore, get remuneration for these -- or coverage for these extra costs. This is, in particular, network cost. We have to add ships to sail these extra kilometers. We also have to burn more fuel, as we mentioned in one of the previous questions, as we have to save these extra kilometers. The impact on our customers has been significant already, both in terms of delays and in terms of extra costs. They are facing longer trips, additional charges, and we are working diligently with them at mitigating as much of the impact on their supply chain as possible. But these efforts do come as a premium because these are significant extra costs that we are faced with, and we'll probably be faced with for quite some months.

Niels Kornerup

attendee
#39

And thank you to Vincent Clark, the CEO for answering the question in Danish from [Ian Hersiak ]. I understand that some more questions and contributions are coming in, and we're just waiting for the ones to arrive here at A.P. Moller - Maersk and I understand it is coming now. So it's a question again from critical shareholders. And I hand over the floor to the shareholders' voice, please?

Unknown Shareholder

shareholder
#40

Does the company accept the figures for CO2 emissions in the years from economic weekly, which we mentioned?

Niels Kornerup

attendee
#41

And that will be Vincent Clerc, will address that, please.

Vincent Clerc

executive
#42

Yes. Thank you for that question. So we do not have the numbers for economically weekly readily available. But offhand, we have no reason to believe the numbers that are being referred to like we do our own reporting of our emission. It's very serious. As we mentioned, the science-based initiative, which is the most rigorous way of calculating and that are the right numbers in our book to look at.

Niels Kornerup

attendee
#43

Thank you to Vincent Clerc. And I have no indication or messages about further contribution. So is there any contribution coming in on its way? It does not look like that. And by that, I will close the debate. And by that, I would also take that as a sign of approval and that is also supported by the votes casted prior to the General Meeting. And by that, I will actually put the record that the meeting have adopted the Board of Directors' report on the company's activities in the past financial year that we had -- that the shareholders meeting have adopted the annual report for 2023 that the resolution to discharge the Board of Directors and the executive management have been adopted and the adoption also of the appropriation of profit and distribution of dividend and finally, the adoption of the annual Remuneration Report for 2023. And thereby, A2E on the agenda is closed and that bring us natural to item #F. And F regards the election of members of the Board of Directors. According to Article 3 of the Articles of Association, members of the Board of Directors are appointed for a term of 2 years, pursuant to the Articles of Association, Robert Maersk Uggla, Marika Fredriksson, Thomas Lindegaard Madsen and Julija Voitiekute to this year stand down from the Board of Directors. The Board of Directors proposes the reelection of the same being Robert Maersk Uggla, Marika Fredriksson, Thomas Lindegaard Madsen and Julija Voitiekute. Furthermore, the Board of Directors proposes that Allan Thygesen been elected a new member of the Board of Directors, and that was mentioned as a part of the Chair's management's report. And thus in all, the Board proposes 5 candidates for the Board. For the information on the candidates qualifications, other managerial duties in commercial undertaking, demanding organizational assignment and independences, I refer to the fact sheet on the candidate, which was appended to the notice convening the Annual General Meeting. We have, prior to the general meeting, received a contribution from AkademikerPension and LD Fonde in this respect. And I will now give the floor to the shareholders' voice who will present their contribution in this regard, please?

Unknown Shareholder

shareholder
#44

This statement is given on behalf of AkademikerPension and LD Pension (sic) [ LD Fonde ]. With respect to Board composition, the Danish committee for good corporate governance recommends among other things, that Board members are elected every year. The committee also recommends that the majority of members of Board committees are independent. AkademikerPension and LD Pension (sic) [ LD Fonde ] support both these recommendations and would like companies to adhere to them. We, therefore, do not support the Chairman of committees and boards where independence is absent or election does not take place every year. At A.P. Moller - Maersk, we do not find a majority of independence in the Nomination and Remuneration Committee. Furthermore, members are elected every other year. As a result, we cannot support Robert Uggla's nomination.

Niels Kornerup

attendee
#45

Thank you to AkademikerPension and LD Fonde, and there are some comments which should be commented and that will be the chair, please. Mr. Chair.

Robert Uggla

executive
#46

Thanks for the statement. So listed companies in Denmark are required to provide a corporate governance statement as part of the annual report, and it's available on our website. The statement is based on the comply or explain principle. We comply with most of the recommendations. There are some recommendations we partly comply with, and then there are a few we don't comply with. When it comes to the tenure of our directors, it's been a long-standing tradition that you elected for 2 years. It's never been an issue. It's never been brought up with the chair. And I've never come across any challenges related to have a 2-year tenure. On the contrast, and as also explained in our corporate governance statement, we actually believe it provides a good signal about the continuity required to be in a board. It takes a while before a director gets into the business, understanding the business and of course, it takes a while further to provide value as a director. So we believe it serves a good purpose to have a 2-year tenure. We've had a few cases, exceptions where someone has stepped down during the middle of these [indiscernible] after 1 year of a 2-year period when we had to do changes to the overall Board composition. And it was never a problem in asking a director to step down early. So again, we don't see a problem with a 2-year tenure. Yes. When it comes to the other points about independence and dependence, I have to refer to the corporate governance statement.

Niels Kornerup

attendee
#47

Thank you, Mr. Chair, for answering the contribution from AkademikerPension and LD Fonde. And is there any other candidates and is there anybody who wants to address the audience or the meeting in this respect? I have no indication as to that. And by that, there have been no proposal for other candidates. And by that, all the proposed candidates are reelected and elected respectively, as members of the Board for a 2-year term. And congratulations to all of you on the election. Consequently, the Board of Directors are composed of, Robert Maersk Uggla, Marc Engel, Bernard L. Bot, Marika Fredriksson, Arne Karlsson, Thomas Lindegaard Madsen, Amparo Moraleda, Kasper Rorsted, Allan Thygesen, and Julija Voitiekute. That concludes Item F on the agenda, and that brings us to the next one, Item G regarding the election of the company's auditor. According to Article 7 of the company's Articles of Association, the company's auditors elected by the General Meeting for a 1-year term. The Board of Directors proposes the reelection of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, as auditors of the company in respect of statutory financial and sustainability reporting. According to the EU regulation on Statutory Audit, I inform the audience that the proposal is in accordance with the recommendation provided by the Audit Committee, which is not affected by any third-party and which is not subject to any -- been subject to any agreement with a third party limiting the June meeting selection of an auditor. And by that, I should inquire whether there should be any other candidate for this position? And I have no indication as to that. And by that, and consequently, I record that PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab is reelected as the company's auditor in respect of statutory, financial and sustainability reporting. That concludes Item G on the agenda and bring us to Item H. Item H concerns proposal from the Board of Directors and by shareholders. And as mentioned in the beginning, there are 6 proposals in total. There are 4 separate proposals from the Board of Directors which includes: Item H.1, with regarding the authorization to the Board of Directors to declare extraordinary dividend. H2 is concerns a reduction of the share capital, H.3 regarding adoption of an indemnification scheme for members of the Board of Directors. And Item H.4 is regarding a new Article 19 of the Articles of Association as a consequence of the proposed adoption of the indemnification scheme [ RE ] H.3. As H.3 and H.4, both concerned indemnification scheme for the Board members, we will deal with these 2 items jointly. And those items will also be discussed jointly. Additionally, there are 2 separate proposals from shareholders, and these are H.5, which is from AkademikerPension and LD Fonde, which is a proposal to disclose documentation regarding the company's human rights due diligence process. And finally, Item H.6, which is a proposal from shareholder Lotta Aho and regarding enforcement of suppliers code of conduct. And by that, we move to Item H.1, which is a standard item familiar to the shareholders from many previous years. The Board of Directors proposes that the General Meeting authorized the company's Board of Directors for a period until the next General Meeting to our Annual -- Annual General Meeting to declare extraordinary dividend to the company's shareholders. And is there any one among the shareholders who want to contribute in this respect? And in the meanwhile, I can say -- could state that this resolution can be passed by a simple majority. And I have no indication as to any comments. And by that, I take it as a sign of adoption, which is also very much in line with the proxies and postal votes submitted prior to the general meeting. That brings us to the next proposal, which is H.2 as that concerning a reduction of the company's share capital. I generally refer to the notice convening the Annual General Meeting, but note that the Board of Directors proposes to reduce the company's share capital by cancellation of own shares of a total nominal value of DKK 1,740,773,000 shares divided into 350,555 A shares and of share would be DKK 1,000, and 1,390,218 B shares that is also shares of DKK 1,000. The capital reduction will take place at a premium price of that Danish Kroner again, DKK 1,246.68 and Danish Kroner again DKK 1,263.89 for A and B shares, respectively. And this reflects the average price at which the shares have been repurchased by the company. Following the share capital reduction, the company's share capital will amount to DKK 15,828,942,000 and that is again Danish Kroner. The proposal implies that Article 21 of the Articles of Association will be amended as set out in the notice to this General Meeting. And by that, I should ask if anybody wants to make comments or questions as to this issue. And in the meanwhile, I can inform you that this requires adoption by at least 2/3 of the casted votes. And there's no questions coming in, and I'll take that as a sign of approval, which is I'm not -- I have no hesitant to accept as the proxies and the posted votes submitted prior to the shareholders meeting, so these shareholders meeting does support this adoption. Thank you. The company's creditors will now be requested to file claims written within a 4-week deadline through the Danish Business Authority's IT system and that is a formal requirement. The conclusion -- the completion of the share capital reduction and the amendment of the Articles of Association will be registered with the Danish Business Authority's upon expiry of the deadline for the creditors filing of claims. A company announcement will be published once the share capital reduction is completed. And by that, we are reaching Item H.3 and H.4 which both concerns the indemnification of the Board members. And therefore, these 2 items will be handled together, as mentioned in the beginning by me. Under item H.3, the Board of Directors proposes that the company is allowed to indemnify the members of the Board of Directors on the terms set out in the notice convening this Annual General Meeting. Following a statement indemnification of Board members issued by the Danish Business Authority's in April '23, the Board of Directors have reviewed the existing indemnification scheme first adopted at March '22. In order to enhance transparency regarding material terms and conditions regarding the indemnification scheme, the Board of Directors proposes to adopt an updated indemnification scheme to replace the current scheme. I can inform you that among the 25 most openly traded companies on the Nasdaq Copenhagen Stock Exchange, C25. This has become common practice and the updated terms as the scheme reflects a widely accepted standard. I refer to the notice convening the Annual General Meeting for further detail regarding the disposal or proposal regarding the terms and conditions for the proposed indemnification scheme. Under Item H.4, Board of Directors proposes to amend the Articles of Association by adopting a new article 19 reflecting the indemnification scheme as proposed under H -- Item H.3. I must again refer to the notice convening this general meeting for further detail and also the exact working on the Article 19 of the Articles of Association as suggested. And by that comment or by that introduction, I should hear whether anybody wants to make comments or remarks in this respect. And I have no indication as to that. And the H.3 could be or can be passed by a simple majority, whereby H.4, which is a change to the articles of Association requires that 2/3 of the votes cast in favor. And I have no indication of any remarks, and I'll take that as a sign of approval and adoption, and that is highly supported by all the proxies and the postal votes submitted prior to the general meeting. So I established that H.3 and H.4 have been adopted as proposed. That brings us to the next item on the agenda, and that is the contribution or the proposal brought forward by shareholders. And the first one is made by shareholder AkademikerPension and LD Fonde. And the shareholders regarding -- or the proposal regarding proposes that in line with the company's commitment to respect human rights and in line with the UN Guiding Principle on Business and Human Rights, UNGP, the company and the directors be authorized and directed by the shareholders to publicly disclose sufficient documentation regarding the company's human rights due diligence process in according with the UNGP. I refer to the notice convening this Annual General Meeting for further detail regarding the proposal, including specific information, which have to be disclosed according to the proposal. And by that, I will hand over the floor to the shareholders' voice who will give the motivation for the proposal on behalf of AkademikerPension and LD Fonde. Please, Mr. Shareholders voice.

Unknown Shareholder

shareholder
#48

Thanks, Niels. This statement is given on behalf of AkademikerPension and LD pensions. This is the second year in a row that we have filed a shareholder proposal encouraging Maersk to take the next step in the company's sustainability journey to strengthen the company's public disclosures regarding human rights impacts and risks and to ensure the company's continued leadership position on sustainability reporting. Since last year, we have, however, only witnessed a nominal, if any, improvement in Maersk's reporting on human rights, while other companies have invested in improving their reporting significantly in 2023. The pressure on companies to demonstrate respect for human rights is increasing as the link between long-term value creation and a prudent approach to human rights risks is becoming more and more established. It is, therefore, increasingly important for companies and investors alike that companies demonstrate that they understand and navigate the business opportunities and risks related to the corporate duty to respect human rights and labor rights. Failure to do so may leave the company vulnerable to operational disruptions, litigation risks and increased scrutiny by supervisory authorities as well as reputational risk and loss of license to operate in the eyes of customers, employees, investors and business partners. The corporate duty to respect human rights is derived from the United Nations Guiding Principles on business and human rights. The UNGPs adopted in 2011. The UNGPs have set out the international standard of practice for companies to respect international human rights by identifying, preventing, mitigating, remedying and accounting for human rights impacts associated with their business activities. This process is commonly known as human rights due diligence. Though a soft law requirement under international law, the corporate duty to respect human rights has been an expectation of companies since the UNGPs was adopted in 2011. This is particularly the case for companies that publicly subscribe to these international norms, companies like Maersk. This expectation has in recent years been underlined by the European Union's introduction of a range of new regulatory initiatives, which in different ways, seek to address the impacts that businesses have on human rights and labor rights. And while these new regulatory initiatives represent a major step forward in ensuring corporate accountability, the legislative landscape is currently unclear due to political negotiations. It is, however, certain that in practice, the EU legislation will not entail the same high standard to respect human rights as is required by the UNGPs. At this point in time, it is therefore, paramount that Maersk remains ambitious and stay the course when it comes to transparency on human rights efforts. To be clear, we by no means consider Maersk a laggard in this field. We consider Maersk a leader in sustainability and responsible business practices. As investors, we appreciate both the societal concerns you address through your strategic objectives and the value we believe it will create for our investment. This proposal is part of a broader strive for more consistent and transparent disclosure on human rights due diligence and risk management from the market in general. And we believe Maersk is well positioned to lead the way to best practice. We, therefore, encourage the Board to support the strengthening of Maersk's human rights disclosures in line with the UNGPs ahead of next year's AGM, despite the Board not finding it possible to support the proposal again this year. You may even consider doing as your fellow C25 company, [ Carlsberg ] has done by publishing a separate human rights report. We look forward to continuing our dialogue also on this matter and to closely monitor the progress in Maersk's human rights disclosures in the coming years. Thank you.

Niels Kornerup

attendee
#49

Thank you to the shareholders' voice and to AkademikerPension and LD Fonde. I'll now give the floor to the Chair of the Board of Directors, who will present the Board of Directors' position on the proposal and the reason that the Board of Directors do not support the proposal. Please, Mr. Chairman.

Robert Uggla

executive
#50

Thank you. Thanks, AkademikerPension and LD Fonde for the dialogue and your commitment to these topics. We also appreciate what you highlight in terms of Maersk being a leader in sustainability and responsible business practices and that you think we're well positioned to lead the way to best practices. Let me stress that we are firmly committed to responsible business practices. This is not a function of reporting requirements. This is very much ingrained in our long-standing purpose as well as in our company values. In fact, the founder of this very company and his son often stressed the importance of being a good corporate citizen. When it comes to the actual disclosure requirements, we have in 2023 and also as outlined in the sustainability report of 2023 prepared for the CSRD, which -- as Vincent mentioned before. So EU's Corporate Sustainability Reporting directive will have an extensive -- or requires extensive nonfinancial reporting, and it also covers the so-called double materiality assessment. And that will have to factor in human rights and labor rights. So this is a topic which we take very seriously. We have our dedicated committee in the Board, which spends time on this directive. And we're trying to understand how to report on it for the fiscal year of reporting year in the financial year of 2024. So I hope that the reporting you will see in 2024 will satisfy your requirements. Thank you.

Niels Kornerup

attendee
#51

Thank you to the chair. And is there anybody in the audience want to address questions or give questions in this respect. I have no indication as to that. And such a proposal has to be adopted by a simple majority. And based on the proxies and postal votes submitted prior to the general meeting, I'm able to establish that the general meeting has not accepted the proposal. Thank you. That brings us to the final item on H, which is H.6, and that is a proposal submitted by the shareholder Lotta Aho. Lotta Aho proposes that the company states enforcing starts -- or sorry, enforcing the suppliers' code of contact, which -- with immediate effect and terminate the contract with suppliers that breach the suppliers' code of conduct on an ongoing business basis. Prior to the general meeting, I've noted that Lotta Aho is not presented at this general meeting. And in order to consider the proposal, a shareholder must motivate the proposal and take part of the subsequent debate. And as Lotta Aho has not presented, I must ask the audience or the shareholders, if there's any other shareholders who want to assume the proposal and motivates it. And as there's no indication to that, it seems nobody wants to assume it but there is one asking a question in -- not in this respect. So nobody wants to assume this proposal. And by that, we have to move on to the next item on the agenda. And I understand that there are one question coming in. I have an indication that is Peter Wike -- Walker, sorry, who wants to address the question, and I give the floor to Peter Walker, the shareholders' voice, please?

Unknown Shareholder

shareholder
#52

Thanks. Does the war in Ukraine have a negative effect on A.P. Moller results?

Niels Kornerup

attendee
#53

And thank you. And that is the CEO, Vincent Clerc, who would address that issue.

Vincent Clerc

executive
#54

We do not expect any significant impact from the war in Ukraine on our result this year.

Niels Kornerup

attendee
#55

Thank you to Vincent Clark. And that was -- from my recollection, that was actually the final question submitted. And by that, the debate is closed. And by that, the agenda is completed. And by that, for me, is only to resign as meeting Chair of the General Meeting, and thank you all for orderly and successful Annual General Meeting at A.P. Moller - Maersk. And thank you to the shareholders' voice for your valued effort. For closing remarks, I will now pass the floor to the chair for the last time. Please, Mr. Chair.

Robert Uggla

executive
#56

Thank you. So let me start by saying, and let me start by conveying a big things to Niels for chairing today's Annual General Meeting. While we have just conducted a Digital Annual General Meeting, as mentioned, giving equal access to all our shareholders, we are mindful as raised during today's meeting that we have shareholders with a significant interest to seize our activities and engage with our colleagues. As I highlighted last year, shareholders were invited to visit the first container vessel designed to sail on green methanol, Laura Maersk as it called Copenhagen. And again, not very far from here, just around the corner from where we're standing. In due course, we are planning to invite the public to one of our large next-generation methanol vessels. This has not yet been finalized, but it's something we are considering. And I hope to be able to come back to our shareholders on a future event. With that said, we conclude today's Annual General Meeting. Thank you for your support, and thanks for your participation.

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