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

As Chair of A.P. Moller-Maersk, I extend a warm welcome to all shareholders at this extraordinary general meeting to vote for the proposed demerger of Svitzer. Similar to our Annual General Meeting, 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 shareholders across many countries have the same opportunity and the same access to take part of and stay updated via the live webcast. As Chair of the extraordinary annual -- as Chair of the Extraordinary General Meeting, the Board of Directors has selected Niels Kornerup partner of the law firm Bech-Bruun, I give the word to Niels.

Thank you to the Board of Directors for appointing me as the meeting Chair of this Extraordinary General Meeting in A.P. Moller-Maersk. I look forward to carrying out this completely electronic general meeting in an orderly manner. Before we move to the agenda, we have a few formal tasks and some practical information to go through. First, we must determine whether a sufficient part of the A share capital is represented as voting shares at the general meeting to transact the item comprised by today's agenda. For adoption of Item A regarding completion of the demerger, 3/4 of the A share capital must be represented as voting shares, and I refer to Article 11 subsection 3 of the Articles of the Association in the company. Immediately before commencing the general meeting, more than 88% of the A shares and thereby votes were registered as represented as voting shares. The figure is determined after deduction of treasury shares and without taking B shares into consideration as these, as you will know, does not carry any votes. The final figures will be recorded in the minutes and of the General meeting. Second, we must determine whether the general meeting is duly convened and legally capable to transact the items comprised by today's agenda. Prior to the extraordinary meeting, I have noted the notice convenient that general meeting was published in due time and probably satisfied the requirements in Article 9 of the company's Articles of Association and is in accordance with the Danish Companies Act, respectively. And by this, I conclude that the general meeting is duly convened and legally capable to transact the item comprised by today's agenda. I hope that I have the shareholder support in this regard -- and I have no indications that, that is not the case. So, I thank you for that, and I will record this in the minutes as well. Prior to the general meeting, the Board of Directors have received posted votes and proxies, equivalent to more than 95%, 95% of the votes also after reduction of treasury shares. I can inform you that the Board of Directors proposal, including item A, including the completion of the demerger item A, it enjoys great support. As mentioned on previous General Meeting Section 101 of section 5 of the Danish Companies Act, which requires a full account of the voting to be provided for every resolution adopted at the meeting -- general meeting, even though -- the results are clear must be mentioned. I propose that we follow the previous practices 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 proposed procedure. And that seems to be the case, and thank you for that. It is possible to follow the general meeting on the company's website as well as on the shareholders' portal. Shareholders who are registered their attendance and wants to participate in the debate must log onto the shareholders' portal and follow the procedure presented there. It is not possible to participate in the debate nor ask question if the general meeting is followed via the webcast on the company's website. We'll now turn to how the debate and the electronic communication with the shareholders is handled by the shareholders' portal. As shown on the slide, you must click on the Q&A icon in the top right corner of the shareholders' portal. Once clicked, a window will appear in which you can type your questions and comments. Please note that questions and comments are limited to 2,000 characters. When you have finished typing, you must send. Thereafter, the question the comment will reach us here at A.P. Moller - Maersk where lawyer from my office will review it. Once reviewed, the question will be read out like by me at the relevant time at a relevant item and time and the agenda in order for the question or comments to be part of the debate under the relevant item. To ensure an orderly conduct of our debate, I encouraged that questions and comments at the benefit of all are submitted in English, and please keep it clear and concise. Please feel free to submit any questions or comments as soon as possible. You do not have to wait until we reach the relevant item on the agenda to submit your questions and comments as we will ensure that the submission is read out loud at the relevant item. If you experience any technical problems, you can reach out to Computershare on the telephone number showed in the shareholders' portal technical problems shan't be handled via this telephone number and not please via the Q&A function in the shareholders' portal. And this lead us to today's agenda, which has been published and is as follows: The first one is: A, completion of demerger. Item B is election of Board of Directors of Svitzer Group. C is approval of remuneration of the Board of Directors of Svitzer Group, thereby follows Item D indemnification of the Board of Directors and the executive management of Svitzer Group, E is adoption of remuneration policy for Svitzer Group and F is selection of auditors for Svitzer Group. And the final one is, G, sorry, is adoption of authorization to acquire own shares in Svitzer Group. As set out in the notice convening the general meeting, the proposal under Item B to G will only be considered if proposal under Item A is adopted. Consequently, we'll now move to item -- the first item on the agenda. And the first item on the agenda is the proposal from the Board of Directors regarding the -- to complete the demerger of the Svitzer Group and Svitzer, i.e., the towage and marine service activities of A.P. Moller-Maersk. The Chair, Robert Maersk Uggla will present the motivation for the Board of Directors' proposal to complete the demerger of the towage and marine service activities of A.P. Moller-Maersk to a new company, Svitzer Group. I'll now give the floor to the Chair, Robert Maersk Uggla. And please, Mr. Chair. The floor is yours.

Thank you. So earlier this year, we announced intent to demerge and spinoff Svitzer as a stand-alone listed company on NASDAQ Copenhagen, which shares distributed pro rata to the A.P. Moller-Maersk shareholders. Svitzer was founded in Denmark 1833. It has been part of A.P. Moller-Maersk for almost 45 years. Today, Svitzer is a global leading marine services provider with activities across 141 ports and 40 terminals in 37 countries. It employs 4,000 employees and operates more than 450 vessels. Svitzer offers mission-critical port infrastructure services. Its main activity is towage, but Svitzer also offers a range of other marine-related services such as line handling and emergency response. We believe that the demerger of Svitzer is the best long-term solution for Svitzer, for A.P. Moller-Maersk and for the shareholders of A. P. Moller-Maersk. The shareholders will have the option to either sell the shares in Svitzer to realize immediate value or to retain the shares to take part in Svitzer's future value creation. The spin-off 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, on terminals and on logistics activities. As stated in the demerger plan, Svitzer Group will only have 1 share class, which means that all shareholders of A.P. Moller-Maersk will receive the same shares in Svitzer Group and have the same voting rights. A.P. Moller Holding will become the largest shareholder in the independently listed site group. Its subsidiary, APMH Invest has agreed to lock up undertaking of 360 calendar days from listing. The Board of Svitzer AS currently consists of 4 directors who are all proposed to continue as board members in the future listed company, Svitzer Group AS. Two of these directors are viewed as independent and 2 are viewed as dependent. The Nomination Committee of the Svitzer board is currently engaged in a search for another 1 to 2 independent directors with intent that these directors are nominated at the Annual General Meeting of 2025. If the general meeting approves the demerger, it is expected that the Svitzer Group Board will appoint Morten Engelstoft as Chair of the Board. Morten Engelstoft comes with extensive leadership experience from the maritime industry, and he also holds strong appreciation for safety. In connection with the demerger process and this general meeting, we have published a remuneration policy for Svitzer Group AS. With the proposed remuneration policy, we want to ensure that management's remuneration is aligned with the interest of Svitzer's shareholders. On a final note, let me inform you that since the publication of the demerger plan on March 22, no events of significant importance to the demerger have occurred. With this said, on behalf of A.P. Moller-Maersk and its board, I recommend that the shareholders vote in favor of the proposal for the demerger. Thank you.

Thank you to the Chair of the Board of Directors, Robert Maersk Uggla for motivating the proposal to complete the demerger of the towage and marine service activities of A.P. Moller-Maersk. As set out in the demerger plant, the towage and marine service activities concerned both assets and liabilities and all other activities other than the towage and marine activities will remain with A.P. Moller-Maersk. The terms and the conditions of the demergers are set out in the demerger plan, which, along with the new Articles of Association of the Svitzer Group and other documents, which is referred to or listed in the Section 263, Subsection 7, 123 and 627 in the Danish Companies Act have been made available at the company's website since the 22nd of March this year. As consideration upon completion of the demerger, the shareholders received -- will receive shares in Svitzer Group. These are the shares that in the demerger planned and the notice convening this general -- this extraordinary general meeting are referred to as consideration shares. The consideration shares will be evenly distributed among the company's shareholders based on the registered ownership with VP Securities A/S [indiscernible ] as of the 1st of May this year, which is as follows: Every A share and every B share in the company of nominal DKK 1000 will receive 2 new consideration shares of nominally DKK 10. And every A share and B share in the company of nominally DKK 500 will receive 1 new share of nominally DKK 10 in Svitzer Group. The share capital in the Svitzer Group will thus be nominally DKK 315,491,100, divided into shares of nominal value of DKK 10, as set in the Articles of Association contained in the demerger plan, and that's the Article of Association of the Svitzer Group. Svitzer Group will only have 1 share class and all consideration shares will thus have the same rights. I shall inform you that the demerger shall have effect from accounting purposes as from the 1st of January this year and that the demerger plan, the demerger will be completed pursuant to Danish law as a tax exempted partial demerger with approval from the Danish tax authorities in accordance with the provision of the Danish Merger Tax Act. The first financial year of Svitzer Group will thus run from the 1st of January 2024 through the 31st of December 2024. I generally refer to the plan and note that the demerger must be completed in accordance with the terms and conditions set out in the demerger plan. As set out in the notice to this general meeting, the consideration shares will immediately constitute – in the immediate continuation of the completion of the demerger be admitted to trading and official listing on the NASDAQ Copenhagen Stock Exchange, which expects to be the first day of trading on the 30th of April this year. Of course, that means Tuesday. Svitzer AS will in this connection with demerger becomes a subsidiary of Svitzer Group and Svitzer Group has prepared a prospectus which has been made available at the Svitzer website since the 22nd of March this year. Adoption of the proposed -- the proposed demerger completion requires a qualified majority of at least 9/10 of the votes casted and of the A share capital represented at this general meeting. This is in accordance with the Danish company law Section 107, subsection 2 #5. The qualified majority is required as Svitzer Group would only have 1 share class. And therefore, shareholders of A.P. Moller-A.P. Maersk , meaning being A shareholders will receive relative fewer voting rights in the general meeting at the general meeting in Svitzer Group than those shareholders currently have in A.P. Moller-Maersk. In addition, and mentioned in my introduction, adoption of the proposal requires that at least 3/4 of the share capital is represented as voting shares at this general meeting. This requirement was as previously mentioned, satisfied at the start of the general meeting. Based on the demerger documents, my review thereof and the chair motivation of the proposal, I can conclude that the formal requirement are satisfied and that the general meeting can resolve to complete the demerger with a qualified majority of 9/10 of the vote casted of the A shares capital represented. So, the vote casted and of the A share capital represented. And again, refer to the Danish Company Act Section 107, subsection 2 #5. Lastly, on behalf of the Board of Directors, I note, as also mentioned by the Chair in his motivation that no event or material importance, including material changes in assets and liabilities have occurred in the time between the signing of the demerger plan and this general meeting. With this said, I'll now open for questions and comments from the shareholders to ensure a proper and smooth debate regarding the completion of the demerger plan under Item A and the subsequent item B to G, I once again encourage shareholders to keep their contribution clear and concise. We have prior to the general meeting, received on contribution, and that is for questions from the International Transport Workers' Federation, and I will read out the question and contributions out, and that will be the same system which requires for any questions received during this general meeting.

And the 4 questions put forward by international transport workers Federation read out as follows: One, Svitzer Group recognized its strategy depends on, and this is a "high standard of safety and reliability, efficiency, fleet depth and operational excellence and the high skilled people working locally in the port and terminals" are key to delivering safe and sustainable services. ITF and our affiliates union know all too well that the truck industry is a high-risk sector. Customers and investors are already looking for evidence that the ESG commitments are being met, including respect for human rights and labor rights. Additionally, this week, as we have seen the adoption by the EU of the Corporate Sustainability due diligence directive. So, will Svitzer management commit to a constructive engagement with trade unions, both here in Denmark and national unions in the companies where it operates in order to identify material risks and solutions to address them, especially in relation to its own workforce and workers in the value chain. Question number 2, it is crucial that Svitzer jobs are protected and new opportunities for decent works are created as the tug subsidiaries becomes a stand-alone company. Although Maersk executive has stated that Maersk values would carry over to the new company, some uncertainty still rooms for the Svitzer workers. While the executive currently remains the same, there's no guarantees to stability as Svitzer competes without its parent company for the first time. So, in a market as volatile the tugs and touch that what assurances can Svitzer make to ensure that workers are put first in the new operation. Question number 3. A.P. Moller Holding has only guaranteed not to sell its shares for the first year of operation. So what level of risk can be expected if the holding decides to sell. And the fourth and last question reach out like this, there are still outstanding issues that have not been addressed by the Maersk regarding these Svitzer workforce that are contrary to professed values and the values which will also need to uphold. For example, ITF has heard a report of casualization of the workforce. Svitzer has implemented scam partnership models in some ports instead of direct employing Svitzer workers as it’s custom. Additionally, after the long fought dispute in Australia, there's been victimization of trade union activists despite a resolution being achieved. There is more reason now for Svitzer and our global affiliates union to engage quarterly regularly to sort out issues which will inevitably arise from the demerger. This has proven to be effective in the U.K. where this type of dialogue is best practice. So can you guarantee of an open dialogue between ITF and Svitzer after demerger. And that was the question and answers will begin by the chair today. Please?

Thank you for those questions. I'll try to address all of them, first of all, Svitzer remains committed to meeting all of its ESG obligations and to continue to engage constructively as it has done historically with all stakeholders, including union officials. Svitzer has operated as a separate company for more than 190 years. It has also operated as a separate company on the Maersk's ownership for the last 45 years. So, I would argue Svitzer is not dependent on a single shareholder. In fact, we've decided to demerge the company because we believe it will do very well by standing on own legs and with having various shareholders as part of a listed company. We also believe that Svitzer's business model is a fairly robust business model. At least it's proven so historically with stable margins. It also has a highly capable fleet. So, there is no indication that Svitzer will not do well going forward. Now I'll try to address some of the comments made in relation to Australia. We do not recognize that there should be -- or that there have been any victimization of trade union activist. Since August of 2023, Svitzer passed through its own initiative, migrated nearly 100 sea-based colleagues in Australia from fixed-term contract roles into permanent positions. And this is out of approximately 900 crew members in Australia. I believe this is a testament to Svitzer's Australia's commitment to offering fulfilling work conditions and to working constructively with the unions locally. As far as we know, there have also been no significant concerns raised regarding casualization based on the most recent employee engagement service conducted in Australia. Finally, let me say that I strongly disagree with a claim that Svitzer has sham partnerships in Australia. In fact, I've engaged with some of the partnership crews myself, myself, and it's my experience that these crews are among the most engaged crews we have globally, and they're also being highly recognized by customers and many other stakeholders. Thank you for those questions.

Thank you, Mr. Chair. For the answering of the question raised by the International Transport Workers' Federation, -- and I have registered no further questions or comments coming in. So, if anybody wants to participate in the debate in relation to Item A, this is the time and no questions coming in. I'll just give you a little ample time to make that work. And it seems there's no questions coming in and no indication that any questions are on this way. And therefore, I will close the debate in respect of Item A. The resolution is, as mentioned, should be passed by a quality majority of 9/10 of the votes casted and of the A share capital represented. By that, by the lack of further debate and based on the votes already casted by proxies and postal votes, I can conclude that the general meeting has adopted the proposal to complete the demergers as 99%, and that is 99% of the votes casted support this proposal. So accordingly, item A is closed. And thank you and congratulations to A.P. Moller-Maersk and the Svitzer Group with the successful demerger and a safe voyage onwards to Svitzer now in a new setting as a separate listed entity. For the demerger to obtain final legal effect, a broadband -- Board of Directors and auditor for Svitzer Group must be elected by this general meeting. And consequently, we move to the Item B to G & D agenda and which item B regard the election of members of the Board of Directors of Svitzer Group, the first one. The Board of Director proposes that we elect the following persons who also onto recently have been members of the Board of Directors of Svitzer -- as the subsidiary. And that is Morten Engelstoft. Secondly, Robert Maersk Uggla; thirdly, Christine Morris; and Fourthly, Peter Wikström. The election period will be until the first Annual General Meeting of Svitzer Group, which will be held in 2025. For information on the candidate's qualification, other managerial related duties and in commercial undertaking demanding organizational assignment and independences, I refer to the Chair motivation on the Item A and the fact sheet on the candidate, which was available -- has been available on the company's website prior to this extraordinary general meeting. And by that, I should ask if there is any other candidates. And there's no indications as to that. And as no other candidates have been proposed, I can conclude that the general meeting has selected the candidate proposed by the Board of Directors. Congratulations and good luck to the Board of Directors of the Svitzer Group going forward in the journey. The newly elected Board of Directors of Svitzer Group intends to constitute itself with Morten Engelstoft as Chair and Robert Maersk Uggla as Vice Chair. And that concludes Item B on the agenda. And by that follows Item C regarding the remuneration of the Board of Directors of Svitzer Group. The Board of Directors proposes that the general meeting approved the remuneration of the Board of Directors of Svitzer Group as set out in the notice regarding the extraordinary general meeting, which implies the following: base fee. Member of the Board of Directors of Svitzer Group will receive a base fee of DKK 300,000 while the chair would receive 3x the base fee and the Vice Chair will receive 2x the base fee. Audit and Risk Committee. Members of the Audit and Risk Committee will receive 0.5 x the base fee, while the Chair of the Audit and Risk Committee will receive 3/4 of the base fee, Remuneration and Nomination Committee. Members of the Remuneration and Nomination Committee, respectively, will receive 0.25 the base fee, while the chair of each committee will receive 0.5x the base fee. And by that, I should ask if any shareholders want to address any issues in this respect or any comments in this respect. And in the meantime, I can inform you that the passing of this item would be made or had to be made by a simple majority vote. As I have no indication of any questions coming in and based on the votes already casted by proxies and postal, I can conclude that this general meeting have adopted the proposal for the remuneration of the Board of Directors. Thank you for that. That concludes Item C. We now reach an Item D regarding the Board of Director's proposal to approve indemnification scheme for current and former members of the Board of Directors and Executive Management of Svitzer Group from time to time. I again refer to the notice convening this extraordinary general meeting for further details regarding the proposal, including the terms and conditions for the proposed indemnification schemes. And by that, I should ask if there's anyone who want to contribute with comments or questions. And in the meantime, I can inform you as the previous item that this had to be passed with a simple majority. And as there's no further or any comments and based on the already casted votes and that is by proxies and by postal votes, I will conclude that this general meeting have adopted the proposal -- thank you. That was item D, and that will bring us to Item E regarding the Board of regular proposal to approve a remuneration policy of Svitzer Group. I again refer to the notice for this general meeting as well as the draft remuneration policy, which have been made available on the company's website prior to this general meeting. And again, I should ask if there's any comments to be made or any shareholders who want to contribute. And again, in the meantime, I can inform you that it is required to be passed by a simple majority in order to be accepted or adopted. And I have no indication as to any shareholders wanted to take the floor. And by that, I will conclude that the proposal is adopted, which I also refer to the casted votes prior to the general meeting, and that is casted by proxies and postal votes -- and that was Item E. That brings us to Item F, which is the -- regarding the Board of Directors' proposal to elect auditors for Svitzer Group. And the proposal is that Svitzer A/S that is subsidiary of Svitzer Group current auditor PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab will be elected as auditors for Svitzer Group in respect of statutory financial and in respect of sustainability reporting until the first Annual General Meeting of Svitzer Group, which will be held in 2025. And by that, I should ask if there's any other candidates. And as no other candidates have been proposed, I can conclude that this general meeting has selected PricewaterhouseCoopers, Statsautoriseret Revisionspartnerselskab as auditors for Svitzer Group in respect of statutory financial and sustainability reporting. That was item F, and that brings us to Item G, which is the last item on the agenda, and that regards the Board of Directors' proposal to allow Svitzer Group to acquire own shares on the terms set out in the notice convening this extraordinary general meeting. The proposal implies that Svitzer Group -- be allowed to acquire own shares corresponding to up to 10% of Svitzer Group share capital to the extent that the nominal value of Svitzer Group total holding of own shares at no time exceeds 10% of Svitzer Group's share capital. The purchase price may not deviate by more than 10% from purchase price quoted on the stock exchange being NASDAQ Copenhagen exchange at the time of the acquisition. The authorization will be enforced up to and including the 30th of April 2026. And I should ask if any shareholders want to contribute in relation to this item. That is not the case, and this proposal should also be adopted by simple majority and vote. And as no shareholders want to take the floors and based on the already submitted or casted votes, I conclude that the general meeting have also adopted this proposal. And by that, also Item G is closed. This completes the agenda of this extraordinary general meeting and for me is now only to resign as meeting Chair of the General Meeting. Thank you all for an orderly and successful extraordinary general meeting of A.P. Moller-Maersk, and I wish Svitzer Group all the best as a separate listed and independent company. For closing remarks, I now pass the floor to the Chair. Please, Mr. Chair.

Thank you. Thanks, Niels, for chairing today's extraordinary general meeting. And to our shareholders, thank you for supporting our proposal to demerge Svitzer Group AS. Today, we joined a General Meeting as shareholders of one company. Next week, you will be shareholders of 2 companies, both of these companies holding long and very rich maritime histories. Thereby, today's general meeting is concluded. Thank you.