AP Moller Maersk : Maersk Annual Report 2022 Remuneration report

Annual Remuneration

Report 2022

A.P. Møller - Mærsk A/S

Esplanaden 50, DK-1098 Copenhagen K ⁄ Registration no. 22756214

Remuneration Report 2022

Contents

Introduction from the Remuneration Committee	3
Key remuneration changes and outcomes in 2022	4
Remuneration Committee	5
Main activities in 2022	5
Summary of remuneration policy	6
Remuneration - Executive Board	7
Remuneration 2022 at a glance	7
Short-term incentive performance measures	8
Short-term incentive outcome for 2022	9
Long-term incentive plans	10
Remuneration - Board of Directors	13
Board and Committee fees	13
Shareholding requirement	13
Composition changes	13
Total remuneration	14
Development in remuneration	15
Development in remuneration - Executive Board	15
Development in remuneration - Board of Directors	16
Employee remuneration	16
Company performance development	17
Application of claw-backand deviation from Policy	17
Statement by the Board of Directors	18
Statement by the independent auditors	19

A.P. MOLLER - MAERSK

2

Remuneration Report 2022

Introduction from the Remuneration Committee

At A.P. Moller - Maersk, we aspire to provide truly integrated logistics. Across oceans, ports, on land and in the air, we are combining our supply chain infrastructure with the power of our people and technology to drive end-to-end innovation that accelerates our customers' success.

Sustainability remains a key goal based on our company's core values and our responsibility as an integrated container logistics company. We are living in a climate emergency, and we have made a deliberate choice to take an active role in shaping the solutions, enabling the global shipping industry to deliver on the Paris Agreement and A.P. Moller - Maersk to achieve its 2040 net-zero target.

2022 has been a challenging year with great uncertainties for our employees, our customers and stakeholders due to the war in Ukraine, an energy crisis in Europe, high inflation and a slow-down of the global economy, and yet a year we can all be proud of for the strong and unprecedented financial outcome for A.P. Moller - Maersk.

For remuneration purposes, the assessment of performance combines core financial aspects as well as transformational aspects. The first focuses on how we deliver and create value for our shareholders today, the second ensures progress towards our ambitions that will be the basis for future value creation.

Performance on company-wide financial goals is at an all-time high, combined with a strong revenue growth in Logistics & Services as well as solid progress towards our trans­ formation goals, the performance against the short-term incentive plan for 2022 is at a score of 145%.

Underlining the importance of delivering on our long-term commitments, the changes to Executive Board members' remuneration in 2022 reflect this as we put more emphasis on long-term incentives. Furthermore, from 2023, we are introducing an Environmental, Social and Governance (ESG) measure in our long-term incentive plan. We will ensure that we fully align and integrate the right ESG targets to deliver on our commitments.

Remuneration Committee

The Annual Remuneration Report covers members of the Board of Directors ('Board') and the Executive Board of A.P. Møller - Mærsk A/S.

Marc Engel	Robert Maersk Uggla	Amparo Moraleda
Chair of the
Remuneration Committee

Company performance development			USD million
	2022	2021	2020	2019
Financial metrics
EBIT	30,860	19,674	4,186	1,725
Return on invested capital (%)	60,4%	45.3%	9.4%	3.1%
Free cash flow	27,107	16,537	4,648	2,340
Transformation metrics
Logistics & Services revenue	14,423	9,830	6,963	6,331
Logistics & Services EBITA	944	678	289	24

Annual scorecard 2022

		Actual
		145%
0%	100%	200%
(Minimum)	(Target)		(Maximum)

A.P. MOLLER - MAERSK

3

Remuneration Report 2022

Key remuneration changes and outcomes in 2022

In this section, we provide a summary of the remuneration changes and outcomes for the year which are also detailed in the sections 'Remuneration

- Executive Board' and 'Remuneration - Board of Directors'.

Executive Board

Retirement

Søren Skou retired from the role as CEO as of 1 January 2023, and Morten H. Engelstoft retired from the role as CEO of APM Terminals as of 1 July 2022.

Base salary

Søren Skou, Patrick Jany, Vincent Clerc and Morten H. Engelstoft received no base salary increase. Henriette Hallberg Thygesen's and Navneet Kapoor's base salary increased by 7.1% to reflect the experience, contribution and expectations of their role.

Shift towards long-term focus

In line with our ambition to strengthen the link between pay and long-term company per- formance, the changes in the Executive Board members' remuneration were focused on re-balancing the pay mix to progress towards increasing the proportion of the variable remuneration components.

The long-term incentive target level for Søren Skou and Patrick Jany increased from 65% to 70% of annual base salary.

For Vincent Clerc, the long-term incentive target level increased from 65% to 100% of annual base salary.

For Henriette Hallberg Thygesen and Navneet Kapoor, the long-term incentive target level increased from 50% to 65% and 60% to 65% of annual base salary, respectively.

This complies with the maximum long-term incentive award level of 100% of base salary as outlined in the 2022 Remuneration Policy.

Variable pay reflects strong performance

The short-term incentive was implemented under the same framework as last year with the target award size of 50% of the base salary at the individual level. Navneet Kapoor's short-term incentive target increased from 40% to 50% to align with other Executive Board members.

Financial metrics together with transformation measures have been reviewed for 2022 to emphasise the focus on the company's transformation and growth within the Logistics

• Services area. As a result, Logistics & Gateways revenue, which was included in the short- term incentive plan for 2021, has been replaced with Logistics & Services revenue and the total weight on transformation measures has increased from 40% to 50%.
  The bonus pay-out is determined based on the company's performance against the annual scorecard, which has resulted above the target level at 145%. Bonus pay-out at tar- get versus actual performance for each Executive Board member is shown in Chart 1.

Chart 1

Total remuneration awarded	DKK million

43,65							LTI
39,60						Additional LTI
							STI
26,75	24,50	27,79	25,54			Benefits
			Base salary
			17,81		18,04
			16,13	16,36
						11,13	10,11

Actual Target	Actual Target	Actual Target	Actual Target	Actual Target	Actual Target
Søren Skou	Patrick Jany	Vincent Clerc	Henriette Hallberg Thygesen	Navneet Kapoor	Morten H. Engelstoft1
CEO	CFO	CEO,	CEO	CTIO	CEO
		Ocean & Logistics	Fleet & Strategic Brands		APM Terminals

1 Total remuneration for Morten H. Engelstoft reflects the period from 1 January 2022 to 30 June 2022.

Board of Directors

The following changes in the Board of Directors' fixed fee structure are being proposed. The fee for the new Chair of the Board comprises a multiple of the fixed standard Board member fee. Fixed fees for the Audit Committee are proposed to increase in 2022.

A.P. MOLLER - MAERSK

4

Remuneration Report 2022

From here onwards, we represent the regular Remuneration Report for 2022

Remuneration Committee

The Remuneration Committee ('Committee') continuously monitors prevailing market practice and developments within our peer group companies specifically. We value on­ going dialogue with our shareholders, institutional investors and other stakeholders to ensure that our Remuneration Policy remains fit for purpose and helps drive execution of the company's strategy.

While the advisory vote for the Remuneration Report 2022 did not result in any changes, the Committee is ensuring that the investors and other stakeholders views are taken into consideration when reviewing the remuneration policy.

Main activities in 2022

The company progressed on the ambitious transformation process that was initiated in 2016 with the aim of creating a focused integrated transport and logistics company with growth and stable profitability. As we are now able to look even further ahead with a clear vision on how to make integrated logistics simpler and more sustainable, and by that bring more value to our customers, the Committee has in 2022 focused on:

• Examining opportunities for improving the long-term incentive framework that links managements' remuneration not only to the company's share price, but also with what they and people they lead contribute to the long-term goals of the company. In 2021, the Committee decided to replace the current Restricted Share and Stock Option Plans with a new Performance Share Plan in 2023; 2022 was used to refine the plan and ensure that we fully align and integrate the right performance measures to deliver on our long-term commitments.
• Discussing and deciding on the appropriate measures for the new long-term incen- tive plan.
• Reviewing the peer group used for benchmarking of executive remuneration.
• Reviewing the service contract terms for Executive Board members.

A.P. MOLLER - MAERSK

5