Development of the Annual General Meeting on Thursday 14 March 2024
ANNOUNCEMENT
A.P. Møller - Mærsk A/S - Development of the Annual General Meeting on Thursday 14 March 2024
The Annual General Meeting of A.P. Møller - Mærsk A/S took place on Thursday 14 March 2024 as a completely electronic general meeting in accordance with the below agenda.
The Board of Directors had appointed Niels Kornerup, attorney-at-law, as Chairman of the meeting.
Agenda
- Report on the Company’s activities during the past financial year.
The Chairman of the Board of Directors gave a presentation of the Company’s activities in the past year.
- Submission of the audited annual report for adoption.
The audited annual report was submitted and adopted.
- Resolution to grant discharge to directors.
The General Meeting discharged the Directors from their obligations.
- Resolution on appropriation of profit and the amount of dividends i.a. in accordance with the adopted annual report.
The Board’s proposal for distribution of the result as set out in the adopted annual report and distribution of dividends of USD 1,169 million to the shareholders, equivalent to DKK 515 per share of nominally DKK 1,000, was adopted.
- The remuneration report is presented for approval.
The remuneration report was presented and approved.
- Any requisite election of members for the Board of Directors.
Pursuant to the Articles of Association, Robert Maersk Uggla, Marika Frederiksson, Thomas Lindegaard Madsen and Julija Voitiekute stepped down from the Board of Directors.
Robert Maersk Uggla, Marika Frederiksson, Thomas Lindegaard Madsen and Julija Voitiekute were re-elected as members of the Board of Directors.
Further, Allan Thygesen was elected as new member of the Board of Directors.
Hereafter, the Board of Directors consisted of:
Robert Maersk Uggla, Marc Engel, Kasper Rørsted, Marika Fredriksson, Thomas Lindegaard Madsen, Julija Voitiekute, Arne Karlsson, Bernard Bot, Amparo Moraleda and Allan Thygesen.
- Election of auditors.
PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab was re-elected as auditor of the Company. The election applied to both statutory financial and sustainability reporting.
- Deliberation of any proposals submitted by the Board of Directors or by shareholders.
- The General Meeting adopted the Board’s proposal of authorisation to the Board of Directors to declare extraordinary dividend until the first annual general meeting in 2025.
- The General Meeting adopted the Board’s proposal to decrease the Company’s share capital as follows:
The share capital will decrease from nominally DKK 17,569,715,000 with nominally DKK 1,740,773,000 in total, divided into 350,555 A shares and 1,390,218 B shares of DKK 1,000 to nominally DKK 15,828,942,000 by cancellation of own shares.
The capital decrease will take place at a premium as it will take place at a price of 1,246.68 and 1,263.89 for A and B shares, respectively, cf. section 188, (2) of the Danish Companies Act, corresponding to the average price at which the shares have been repurchased. The amount from the capital decrease will be paid out to the Company as owner of the shares as the amount will be transferred from the Company’s capital reserves to the free reserves.
Consequently, article 2.1 of the Articles of Association will be changed with effect from the completion of the capital decrease.
- The General Meeting approved the Board’s proposal of an indemnification scheme for Board members of the Company.
- The General Meeting adopted the Board’s proposal of a new article 19 in the Articles of Association reflecting the indemnification scheme approved under item H.3.
- The shareholders AkademikerPension and LD Fonde’s proposal that in line with the Company’s commitment to respect human rights and in line with the UN Guiding Principles 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 accordance with the UNGP was not adopted.
- The shareholder Lotta Aho’s proposal that the Company should start enforcing the Company’s Supplier Code of Conduct was not up for decision.
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Meeting adjourned.
Contact person: Head of Board Secretariat, Anne Pindborg, tel. no. +45 33 63 36 61
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