1、 Annual Remuneration Report 2024A.P.Mller-Mrsk A/S Esplanaden 50,DK-1263 Copenhagen KRegistration no.22756214Introduction from the Remuneration Committee .03Key remuneration changes and outcomes in 2024 .04Executive Board .04Board of Directors .04Remuneration Committee .04Main activities .04Summary

2、of Remuneration Policy .05Remuneration Executive Board .06Remuneration 2024 at a glance .06Short-term incentive measures .06Short-term incentive outcome .06Long-term incentive plan .07Shareholding requirement .08Remuneration Board of Directors .10Board and committee fees .10Shareholding requirement

3、.10Composition changes .10Total remuneration .10Development in remuneration .11Development of remuneration Executive Board .11Development of remuneration Board of Directors .11Employee remuneration .12CEO pay ratio .12Company performance development .12Clawback and Board Discretion .12Statement by t

4、he Board of Directors .13Statement by the independent auditors .14ContentsRemuneration Report 20242A.P.MLLER-MRSK A/S2024 was a year of unforeseen challenges,with the Red Sea situation being the focal point of disruption.Initially uncertain in duration,the crisis persisted throughout the year,highli

5、ghting the vulnerabilities of global supply chains.In response,A.P.Moller-Maersk remained committed to serving its customers with Constant Care.We launched the Gemini Network,the network of the future,on February 1,2025.This means a significant improvement in quality and maximising reliability in th

6、e supply chains reinforcing our ability to offer end to end logistics solutions.While the year tested our resilience in ever shifting global circumstances,our strategic emphasis on optimising freight rates,ensuring high utilisation,and maintaining rigorous cost control enabled us to deliver a robust

7、 financial performance in 2024,reinforcing our position as a leader in the global ship-ping industry.For remuneration purposes,the assessment of performance combines core financial aspects as well as transformational.The first ensures focus on how we create value for our shareholders today,the secon

8、d ensures progress towards our ambitions that will be the basis for long-term value creation.With strong performance on company-wide financial goals and a solid progress towards our transformation goals,the outcome against the short-term incentive plan for 2024 is at a score of 138.Underlining the i

9、mportance of sustainability alongside long-term financial performance,our long-term incentive plan continues to incorporate ESG targets as a part of the overall performance scorecard.Remuneration CommitteeThe Annual Remuneration Report covers members of the Board of Directors(Board)and the Executive

10、 Board of A.P.Mller-Mrsk A/S.Marc EngelChair of the Remuneration CommitteeRobert Maersk UgglaMember of the Remuneration CommitteeMarika FredrikssonMember of the Remuneration CommitteeMin 0Target 100Max 200Introduction from the Remuneration CommitteeCompany performance development 1USD million2024202

11、32022202120202019Financial metricsA.P.Moller-Maersk EBIT6,4993,93430,86019,6744,1861,725A.P.Moller-Maersk Free cash flow5,1143,96727,10716,5374,6482,340Terminals EBIT1,3299808321,173687645Transformation metricsLogistics&Services revenue14,92013,91614,4239,8306,9636,331Logistics&Services EBIT margin(

12、%)3.6%3.2%5.6%6.3%3.8%0.3%1 This table reflects the companys performance development,aligned with the metrics of the annual scorecard.Scorecard performance developmentPercent202420232022202120202019Historical scorecard performance13880145190170119Annual scorecard 2024138Remuneration Report 20243A.P.

13、MLLER-MRSK A/SExecutive BoardMembersIn 2024,the composition of Executive Board of A.P.Moller-Maersk remains unchanged,with Vincent Clerc continuing as CEO and Patrick Jany as CFO.Pay compositionThe remuneration elements for the Executive Board remained stable including base salary,benefit allowance,

14、short-term incentives(STI)and long-term incentives(LTI),underscoring a focus on performance-driven rewards.With the introduction of our Performance-based LTI plan in 2023,both the STI and the LTI for the Executive Board are driven entirely by company performance,ensuring the pay of the Executive Boa

15、rd is aligned to shareholder interests and drives sustainable company per-formance.The pay composition of the CEO remained unchanged.For the CFO,the short-term and long-term incentives,defined as a percentage of the annual base salary,were increased from 75%to 80%(STI)and 85%to 90%(LTI).Board of Dir

16、ectorsThere were no remuneration changes to the Board of Directors in 2024.Key remuneration changes and outcomes in 2024ActualTargetVincent Clerc,CEO48.3443.84ActualTarget26.7024.17Patrick Jany,CFO Base salary STI LTI Benefit allowance The Remuneration Committee(Committee)continuously mon-itors prev

17、ailing market practice and developments within our peer group companies specifically.We value ongoing dialogue with our shareholders,institutional investors and other stake-holders to ensure that our Remuneration Policy remains fit for purpose and helps drive execution of the companys strategy.While

18、 the advisory vote for the Remuneration Report 2023 did not result in any changes,the Committee ensures that the views of investors and other stakeholders are taken into consid-eration.This includes ensuring compliance with Corporate Sus-tainability Reporting Directive(CSRD)requirements,such as the

19、disclosure of the CEO pay ratio and the explanation of ESG metrics linked to executive pay.Main activitiesThe activities in 2024 have been both a continuation of the work from 2023 as well as a result of the demerger of Svitzer in 2024.The key focus areas have been:Review of performance metrics link

20、ed to the Performance Share Plan.Determining the performance metrics and targets for the second LTI scorecard 2024-2026 LTI adjustments connected to the Svitzer demergerRemuneration CommitteeChart 1 Total remuneration awardedDKK millionRemuneration Report 20244A.P.MLLER-MRSK A/SThe Remuneration Poli

21、cy(Policy)supports the business needs by enabling an appropriate total remuneration package that has a clear link to the business strategy,supports the sustainable growth of the company and aligns with shareholder interests.The Policy applicable to the Board and the members of the Executive Board fo

22、r the financial year 2024 was approved at the companys Annual General Meeting in 2023.The Policy,including the purpose and key aspects of each of the remuneration elements,is summarised in Table 1.The full ver-sion of the Policy is published under the Corporate Governance page on our company website

23、:https:/ of Remuneration PolicyTable 1 Remuneration Policy summaryComponentPurpose and link to strategyAward levelExecutive BoardBase salaryRecognises market value,the nature of the role in terms of scale,complexity and responsibility,and the Executive Board members experience,sustained performance

24、and contribution.Subject to an annual remuneration review,it may change in the context of the individuals long-term performance,market pay positioning and consider-ation of the wider employee group.Short-term incentiveRewards the achievement of annual company goals guided by the long-term business s

25、trategy.Entirely driven by business performance in the specific financial year.The target pay-out is up to 100%of annual base salary,with actual pay-out ranging from 0%to 200%of annual base salary.Long-term incentiveLinks executive remuneration to specific company performance targets,long-term share

26、holder value creation and supports the retention of the executives.Delivered through the Performance Share Plan.The total annual grant level is up to 150%of base salary for the CEO and up to 100%of base salary for other Executive Board members.At the end of vesting period,the number of shares awarde

27、d can range between 0%and 200%of the original grant size.Benefits allowanceThe benefit allowance is paid as a separate allowance to cover material benefits such as pension/retirement contributions,car/transport allowance and other cash benefits.As per the respective benefits policy and may vary at i

28、ndividual level.Shareholding requirementAligns the interests of Executive Board members and shareholders.Shareholding can be obtained through purchasing of shares or allocations from the share based incentive plans.Board of DirectorsFixed feeAttracts individuals with a broad range of expe-rience and

29、 skills,rewards the Board members for setting strategy and overseeing its implementation.Fixed fees are set to reflect market practice and the role of each member of the Board in terms of workload and responsibilities.Shareholding requirementAligns the interests of the Board members and shareholders

30、.The share purchasing is at the Board members own account.Remuneration Report 20245A.P.MLLER-MRSK A/STable 3 Performance measures and outcomes for 2024 short-term incentive programmeValue driverRationalePerformance measureWeightingOutcome(scale of 0-200)Financial performanceKey metrics reflecting th

31、e companys profitability,ensuring alignment with financial goals.A.P.Moller-Maersk EBIT20%40A.P.Moller-Maersk Free cash flow20%40Terminals EBIT10%20TransformationKey metrics reflecting the progress on the transformation ensuring alignment with strategic goalsLogistics&Services revenue15%15Logistics&

32、Services EBIT margin15%0Transformation progress Integrator10%10Transformation progress Terminals10%13Total100%138Vincent ClercPatrick Jany Actual Maximum Target Chart 2 2024 Short-term incentive pay-outDKK millionRemuneration 2024 at a glanceRemuneration packages of the Executive Board are guided by

33、 our Policy and are set to support business needs with a clear link to the business strategy and shareholders interests.The actual remuneration of the Executive Board members for the financial year 2024 reflects a year in which A.P.Moller-Maersk delivered a strong business performance and financial

34、results significantly above those of the previous year.In addition to the actual remuneration,the total target remuneration is also presented in Table 2.Short-term incentive measuresThe short-term incentive is closely aligned with our pay-for-performance philosophy.It is structured to incentivise me

35、mbers of the Executive Board to deliver on the companys annual per-formance goals.For 2024,the metrics in the short-term incentive plan ensured a continued focus on the fundamental financial per-formance on one hand and the transformation of the company on the other hand,as illustrated in Table 3.In

36、 2024,the core financial performance was assessed via the A.P.Moller-Maersk EBIT and Free cash flow and Terminals EBIT.The transformation and growth of our business,particularly within logistics,continues to be included through the Logistics&Services revenue and the Logistics&Services EBIT margin to

37、 emphasise the focus on growing this part of our business in a profitable way.In addition,the transformation is also assessed by the Board,based on a defined scorecard with relevant leading and lagging indicators supporting the transformation journey.Short-term incentive outcomeThe annual performanc

38、e is expressed as a score ranging between 0 and 200,where 100 is target,0 is threshold and 200 is out-standing performance.The 2024 results have been above target,which also brings the overall scorecard performance to 138.The pay-out level is further shown in Chart 2.Remuneration Executive BoardTabl

39、e 2 Total remuneration Executive BoardDKK millionName and positionBasesalarySTI(achieved)LTI-Performance Shares(value at grant)BenefitsAllowanceTotal target remuneration1Total actual remuneration2AmountFixed pay vs.variable pay3AmountFixed pay vs.variable pay3Vincent Clerc,CEO11.8516.3517.772.3743.8

40、432%/68%48.3429%/71%Patrick Jany,CFO8.339.207.501.6724.1741%/59%26.7037%/63%1 The total target remuneration is the individuals total remuneration package at the target level for the year,which includes the base salary,benefit allowance,the short-term incentive pay-out opportunity at the companys tar

41、get annual performance and the long-term incentive entitlement as per their contractual terms.If applicable,the amount is prorated for any remuneration change during the year.2 The total actual remuneration is calculated as the sum of the base salary and benefit allowance paid out in 2024,the achiev

42、ed short-term incentive pay-out in connection with the companys annual performance in 2024 and the value of long-term incentive granted during 2024 at the time of grant.If applicable,the amount is prorated for any remuneration change during the year.3 The proportion of fixed pay and variable pay aga

43、inst the total remuneration.4 Sren Skou the former CEO,left the role on 31 December 2022 and received a fixed monthly payment during 2024 amounting to a total payment of DKK 27.0m.The payment made in December 2024 was the final payment due to him.16.3523.7013.3411.856.679.20Remuneration Report 20246

44、A.P.MLLER-MRSK A/SLong-term incentive planThe purpose of long-term incentive(LTI)is to incentivise the achievement of sustainable company performance by linking a sizeable portion of the total remuneration to company results and the development in share price over time.The long-term incentive plan i

45、s furthermore in place to support the retention of the Executive Board members.In line with our Policy,the members of the Executive Board received their annual grants in 2024 under the Performance Share Plan.This marks the second grant since transitioning to the Performance Share Plan in 2023.For th

46、e LTI plan in 2024,Return on Invested Capital(ROIC)was selected as the main metric to ensure alignment with the interests of shareholders.The weight of ROIC has been increased to 80%,compared to 60%in the 2023 plan,and includes a segment-wise split between the three key segments:Ocean,Logistics&Serv

47、ices and Terminals.This approach ensures that the three key pillars of the global integrator of logistics strategy are recognised.ESG component of Long-Term Incentives(LTI)*As part of A.P.Moller-Maersks commitment to long-term sus-tainable growth,we recognise that our strategic priorities must be re

48、flected not only in our operations but also in our executive remuneration.Further,the Corporate Sustainability Reporting Directive(CSRD)requires transparency on how executive incen-tives are linked to delivery of specific Environmental,Social,and Governance(ESG)outcomes.A.P.Moller-Maersks Long-Term

49、Incentive(LTI)scorecard includes metrics that drive progress across three ESG focus areas:Decarbonisation,Diversity,Equity,and Inclusion(DEI),and Safety.GOV-3 27Each of these ESG metrics serves a distinct strategic purpose:Decarbonisation:Reflecting A.P.Moller-Maersks commitment to achieving net-zer

50、o emissions by 2040,the decarbonisation metrics within the LTI are key levers to deliver on our net-zero target and directly incentivise leadership to pursue meaning-ful action to on the one hand improve efficiency,which reduces emissions per transported container and delivers cost savings in our Oc

51、ean operations,and on the other hand ensure that leadership maintains a strong focus on the commercialisation and scaling of low-emissions transport and logistics offerings.Diversity,Equity and Inclusion(DEI):Linking DEI to Long-Term Incentives(LTI)demonstrates A.P.Moller-Maersks commitment to embed

52、ding diversity,equity,and inclusion into its core busi-ness strategy.These metrics reward progress in advancing rep-resentation and cultivating a workplace that values diverse per-spectives,equitable opportunities,and inclusive practices.Safety:A.P.Moller-Maersks safety metrics reinforce our pri-ori

53、ty of maintaining and improving health and safety standards across all areas of operation.These metrics align with our com-mitment to protect employees and partners,a key aspect of sustainable growth.GOV-3 29aImpact on Variable PayESG metrics account for 20%of the performance measures for the 2024-2

54、027 long-term incentive programme,ensuring that executive pay aligns closely with sustainability outcomes,bal-ancing financial and ESG objectives in our executive compensa-tion.This approach underscores A.P.Moller-Maersks belief that long-term value creation is inseparable from responsible busi-ness

55、 practices.GOV-3 29c and 29dGovernance and reviewThe ESG linked metrics are proposed by the ESG committee,reviewed by the Remuneration Committee and approved by the Board,ensuring they remain aligned with A.P.Moller-Maersks evolving strategic goals and meet both internal and regulatory standards.Thi

56、s process also supports transparency and account-ability,as we continue to refine our LTI program in response to stakeholder expectations and market developments.GOV-3 29e By embedding ESG priorities within our LTI framework,A.P.Moller-Maersk not only complies with the CSRD require-ments but also st

57、rengthens its commitment to sustainable,performance-based remuneration practices that align leader-ship incentives with our most important strategic outcomes.More information about the Performance Share Plan can be found in the Table 4.Table 4 Performance measures for 2024-2027 long-term incentive p

58、lan 1Value driverPerformance measuresSub MetricExplanationWeightingFinancial performanceReturn on invested capital(ROIC)Ocean ROIC Logistics&Services ROIC Terminals ROICROIC is a key performance indicator that assess how well the company generates long-term returns from its invested capital.80%Non-f

59、inancial performanceEnvironment,Social and Government(ESG)2 Decarbonisation-EEOI (Energy Efficiency Operational Indicator)Decarbonisation-Green offerings Ocean DEI-%of women in leadership DEI-Diversity in teams Safety-LTIF(Lost Time Incident Frequency)Safety-Near misses in Logistics&Services(Recorde

60、d high potential incidents)The ESG performance is based on three of our ESG categories Decarbonisation,DEI&Safety.20%Total100%1 Grants are issued in April,and performance follows the financial year(calendar year).2 GOV-3 29b and 29d*Incorporation by reference:Information that is mandatory to disclos

61、e as part of the ESRS and which has been placed outside of the Sustainability Statement has been clearly marked as such and is presented as follows:Example of incorporation by reference.ESRS-X XRemuneration Report 20247A.P.MLLER-MRSK A/STable 5 shows the annual grant value of Performance Shares for

62、each Executive Board member during 2024.Furthermore,in connection with the 2024 demerger of Svitzer from A.P.Mller-Mrsk A/S,the Board exercised its right to adjust the outstanding Restricted Stock Units(RSUs),Stock Options and Performance Shares granted under the former A.P.Mller-Mrsk A/S structure,

63、of which Svitzer was a part,to maintain the fair value of the awards.This adjust-ment was carried out in accordance with the general terms and conditions,with methodology provided by Willis Towers Watson,calculations made by A.P.Moller-Maersk and validated by external advisors from PricewaterhouseCo

64、opers.The number of outstanding Restricted Shares and Performance Shares was increased by 4.59%to account for the demerger.The num-ber of outstanding Stock Options was also increased by 4.59%.Additionally,the exercise prices for the 2020,2021,and 2022 plans were revised to DKK 8,260,DKK 13,150,and D

65、KK 23,994,respectively,ensuring consistency with the intended fair value of each option.This report includes the full overview of the long-term incen-tives that have been awarded to the Executive Board members in the past years,i.e.unvested and vested as shown in Table 6 below and Table 7 on the fol

66、lowing page,reflecting all adjust-ments made following the Svitzer demerger.The value of long-term incentives represents the fair value of the awards at the time of grant.There are differences in both reporting and methodology for calculating the long-term incen-tive value between the Remuneration R

67、eport and the companys Annual Report 2024.The values in aggregate in the Remunera-tion Report are therefore different from the Annual Report which reports the allocated accounting cost in accordance with IFRS 2.Shareholding requirementExecutive Board Members are required to holdA.P.Mller-Mrsk A/S sh

68、ares with a value equal to 200%of the annual base salary.The holding requirement is to be reached within 5 years from appointment.Table 5 Long-term incentive grant 2024Footnotes are shown on page 9NameGrant dateGrant share price1 (DKK)Performance SharesGrant value2(DKK)No.of sharesVesting dateCurren

69、t memberVincent Clerc2 April 20249,02618,575,5082,0581 April 2027Patrick Jany2 April 20249,0267,843,5948691 April 2027Table 6 Unvested/vested Performance Shares/Restricted SharesFootnotes are shown on page 9NameGrant dateGrant share price(DKK)1No.of sharesVesting dateCurrent memberVincent Clerc2 Apr

70、il 20249,0262,0581 April 20271 April 2023311,9921,5041 April 20261 April 202222,8143431 April 20271 April 202112,5033341 April 20261 April 20207,8543051 April 20251 April 20198,6822271 April 202423 December 20198,682171 April 2024Patrick Jany2 April 202439,0268691 April 20271 April 2023311,9926171 A

71、pril 20261 April 202222,8142061 April 20271 April 202112,5033331 April 20261 April 20207,8543181 April 2025Remuneration Report 20248A.P.MLLER-MRSK A/STable 7 Unvested/vested Stock OptionsNameGrant dateGrant share price1(DKK)Number of optionsOption value4Exercise price(DKK)5Vesting dateExpiry dateCur

72、rent memberVincent Clerc1 April 202222,8146633,94223,9941 April 20251 April 20281 April 202112,5031,0872,41013,1501 April 20241 April 20271 April 20207,8541,6431,4648,2601 April 20231 April 20261 April 20198,6821,1221,7827,6701 April 20221 April 202523 December 201968,682411,7827,6701 April 20221 Ap

73、ril 2025Patrick Jany1 April 202222,8146633,94223,9941 April 20251 April 20281 December 202222,8146633,94223,9941 April 20251 April 20281 April 202112,5031,0852,41013,1501 April 20241 April 20271 December 202112,5031,0852,41013,1501 April 20241 April 20271 April 20207,8541,0711,4648,2601 April 20231

74、April 20262022202120202019Volatility32.8%32.5%30.60%32.10%DividendsDKK 1.135DKK 330DKK 150DKK 150Exercise date5 years5 years5 years5 yearsInterest rate0.3%-0.5%-0.66%-0.36%Share price at grant(DKK)22,81412,5037,8548,682Exercise price(DKK)523,99413,1508,2607,670Original exercise price before Maersk D

75、rilling demerger in 2019 6 and Svitzer demerger in 2024 7(DKK)25,09613,7548,6399,550Option value(DKK)3,9422,4101,4641,7821 The grant share price is set as the volume-weighted average share price of A.P.Mller-Mrsk A/S B shares,traded on Nasdaq Copenhagen on the five trading days immediately following

76、 publication of the companys Annual Report for grants until 2022.From 2023 onwards,the grant share price is set as the volume-weighted average share price of A.P.Mller-Mrsk A/S B shares,traded on Nasdaq Copenhagen on the five trading days after the Annual General Meeting(excl.the day of the Annual G

77、eneral Meeting)in the year of the grant.2 The grant value corresponds to the individuals long-term incentive entitlement as a percentage of the base salary or fixed amount as per the contractual terms.The number of Restricted Shares or Performance Shares awarded is calculated based on the grant valu

78、e divided by the grant share price,and the number of Stock Options is determined based on the grant value divided by the fair value per stock option using the Black Scholes Valuation Model.3 Performance Shares replacing previous long-term incentive plans.4 Black Scholes Valuation Model and the valua

79、tion parameters applied for LTI grants are shown in the table above.5 The exercise price,also known as strike price,is the pre-determined price at which the A.P.Mller-Mrsk A/S B share can be purchased when an individual chooses to exercise the option.It is premium priced,set at 110%of the share pric

80、e at grant.6 In May 2019,in connection with the demerger of Maersk Drilling,the Board exercised its right to adjust the unvested Restricted Shares and Stock Options granted under the former A.P.Moller-Maersk structure,which A.P.Moller-Maersk Drilling was a part of,to maintain the same fair value of

81、the awards.This adjustment was completed in accordance with the general terms and conditions,and the methodology and calculations were reviewed by external advisors from Willis Towers Watson and PricewaterhouseCoopers.7 In April 2024,following the demerger of Svitzer,the Board exercised its right to

82、 adjust the outstanding Stock Options,Restricted Shares and Performance Shares granted under the former A.P.Mller-Mrsk A/S structure to preserve the fair value of these awards.This adjustment was executed in line with standard terms and conditions associated with corporate restructuring.The methodol

83、ogy for recalculations were provided by Willis Towers Watson.These calculation adjustments made by A.P.Moller-Maersk were reviewed by external advisors from PricewaterhouseCoopers,ensuring consistency with fair value principles and maintaining compliance with established accounting standards.Remuner

84、ation Report 20249A.P.MLLER-MRSK A/SBoard and committee feesMembers of the Board receive an annual fixed fee.Other Board members serving on Board Committees or per-forming additional duties beyond the normal responsibilities of a Board member receive an additional annual fee for each Com-mittee role

85、 they serve.The Committee fee levels are the same for the Remunera-tion,ESG and Nomination Committees.Fees are higher for the Audit Committee in line with market practice and workload.The fee structure for the members of the board and com-mittees is proposed to be unchanged from 2023 as shown in Tab

86、le 8.Shareholding requirementMembers of the Board are required to build up a holding value of A.P.Mller-Mrsk A/S shares equivalent to 25%of their gross fixed annual Board fee,within 24 months of being elected to the Board.Should the Board member be re-elected,the member must increase his/her shareho

87、lding within 24 months after being re-elected,so it amounts to 50%of their gross fixed annual Board fee.The shareholding requirement aligns the Board mem-bers interests with the interests of the shareholders.All Board members are in compliance with the shareholding requirement.Composition changesAll

88、an Thygesen was elected as a new member of the Board at the Annual General Meeting on 14 March 2024.An overview of all members of the Board is available at our company website:https:/ remunerationTable 9 outlines the total actual remuneration awarded to each member for their Board and Committee(s)wo

89、rk in the financial year 2024,subject to approval at the 2025 Annual General Meeting.Members of the Board do not receive any additional fees from other Board positions within A.P.Moller-Maersk.Remuneration Board of DirectorsTable 8 The fixed fee structure Board of Directors and CommitteesDKK million

90、NameChairVice chairMemberBoard3.801.900.95Audit Committee0.700.35Other committees0.300.15Table 9 Total actual remuneration 2024 Board of DirectorsDKK millionNameAnnual Board feeAudit Committee feeRemuneration Committee feeESG Committee feeNomination Committee feeTotalRobert Mrsk Uggla(Chair of the B

91、oard)3.800.150.150.30(Chair)4.40Marc Engel(Vice Chair of the Board)1.900.30(Chair)0.150.152.50Amparo Moraleda0.950.350.30(Chair)1.60Marika Fredriksson 10.950.64(Chair)0.151.74Bernard L.Bot0.950.351.30Kasper Rrsted0.950.150.151.25Arne Karlsson 20.950.181.13Thomas Lindegaard Madsen0.950.95Julija Voiti

92、ekute0.950.95Allan Thygesen 30.790.791 Marika Frederiksson succeeded Arne Karlsson as the Chair of Audit Committee in March 20242 Arne Karlsson served as Chair of Audit Committee until March 2024 3 Allan Thygesen joined the Board of Directors in March 2024Remuneration Report 202410A.P.MLLER-MRSK A/S

93、Development of remuneration Executive BoardThe development in remuneration for the members of the Executive Board is shown in Table 10.Along with the total actual remuneration awarded,the change in total target remuneration is also shown.We do this to create transparency for the purpose of compariso

94、n in remuneration development against company performance over time.The change in the total target remuneration for Vincent Clerc is attributed to the revision of his base salary following the annual salary review.For Patrick Jany,the increase reflects adjustments to the pay composition,with a great

95、er weighting allocated to short-term incentives(STI)and long-term incen-tives(LTI),while base salary remained unchanged.The increase in the total actual remuneration for the Executive Board is a result of higher STI achievement compared to the previous year.Development of remuneration Board of Direc

96、torsAn overview of the annualised remuneration changes on indi-vidual level from 2022 to 2023 is provided in Table 11.For members who did not serve on the Board for a full calendar year,the change is annualised where applicable.Development in RemunerationTable 10 Development in remuneration Executiv

97、e Board(Annual change%from previous year)5NameTotal remuneration2024 vs.20232023 vs.20222022 vs.20212021 vs.20202020 vs.2019Target 1Actual 2Target 1Actual 2Target 1Actual 2Target 1Actual 2Target 1Actual 2Current members(at 31 December 2024)Vincent Clerc3%20%67%46%16.7%5.3%16.9%20.3%12.1%25.5%Base sa

98、lary3%3%15%15%-0.2%-0.2%9.0%9.0%10.8%10.8%Benefits 33%3%N/AN/AN/AN/AN/AN/AN/AN/ASTI3%78%130%27%-0.2%-23.9%9.0%21.8%10.8%58.3%LTI3%3%73%73%53.5%53.5%41.7%41.7%16.0%16.0%Patrick Jany 44%21%-5%-17%1.5%-6.6%8.9%13.2%N/AN/ABase salary0%0%-17%-17%0.0%0.0%11.1%11.1%Benefits 30%0%N/AN/AN/AN/AN/AN/AN/AN/ASTI

99、7%84%25%-31%0.0%-23.7%11.1%24.2%LTI6%6%-25%-25%5.6%5.6%53.8%53.8%1 The total target remuneration refers to the individuals total remuneration package at target level which includes the base salary,benefit allowance,the short-term incentive pay-out opportunity at the companys target annual performanc

100、e,and the long-term incentive entitlement as per their contractual terms.Where applicable,the comparison has factored in any salary changes during the year and is based on the annualised amount on full-time equivalent.2 The total actual remuneration is calculated as the sum of the base salary and be

101、nefit allowance paid out,the achieved short-term incentive pay-out in connection with the companys annual performance,the value of LTI granted at the time of grant.Where applicable,the comparison is based on the annualised amount on full-time equivalent.3 The benefit allowance was introduced in 2023

102、.4 No increase in base salary and an increase in STI and LTI reflects the changes of placing a higher weight on variable pay in the total remuneration package.5 Accompanying footnotes related to the annual changes for 2023 and prior years can be found in previous Remuneration Reports.Table 11 Develo

103、pment in total actual remuneration Board of Directors(Annual change%from previous year)7Name2024 vs.20232023 vs.20222022 vs.20212021 vs.20202020 vs.2019Robert Mrsk Uggla(Chair of the Board)0%14%214.3%0.0%0.0%Marc Engel(Vice Chair of the Board)1-2%7%140.9%0.0%0.0%Amparo Moraleda 2-2%2%3.2%N/AN/AMarik

104、a Fredriksson 322%32%N/AN/AN/ABernard L.Bot0%0%4.0%0.0%0.0%Kasper Rrsted 419%N/AN/AN/AN/AArne Karlsson 5-32%0%-2.9%0.0%9.7%Thomas Lindegaard Madsen0%0%0.0%0.0%0.0%Julija Voitiekute0%20%N/AN/AN/AAllan Thygesen 6N/AN/AN/AN/AN/A1 The change reflects the dissolution of the Transformation&Innovation Comm

105、ittee and the establishment of the ESG Committee in March 2023.The fees for both committees were applicable in March 2023.2 The change in Amparo Moraledas remuneration is due to a combination of the dissolution of the Transformation&Innovation Committee in March 2023,her departure from the Remunerat

106、ion Committee as a member and the full-year effect of her role as Chair of the ESG Committee.3 Marika Frederiksson assumed the role of Chair of the Audit Committee in March 2024.4 Kasper Rrsteds increase is a result of the full year effect of joining the Board after the Annual General Meeting in 202

107、3.5 Arne Karlssons change is caused by change in responsibilities as an ordinary Board member compared to 2023 where he also served as the Chair of the Audit Committee.6 Allan Thygesen joined the Board in 2024,therefore,the annual change from previous year is not applicable.7 Accompanying footnotes

108、related to the annual changes for 2023 and prior years can be found in previous Remuneration Reports.Remuneration Report 202411A.P.MLLER-MRSK A/SEmployee remunerationA.P.Moller-Maersk has employees in more than 130 countries.Our remuneration principles,applicable to the Board and Execu-tive Board me

109、mbers,are consistent with those applied to the wider employee group.The wider workforce context has always been part of the thought process in shaping our remuneration policies.In Table 12,we present the annual development in remuner-ation of the wider employee group.It is worth noting that the list

110、ed company A.P.Mller-Mrsk A/S does not employ person-nel beyond Executive Board members and the wider workforce is employed by other A.P.Moller-Maersk companies.As remuneration policies and practices may vary significantly from country to country,the comparator group of wider employee population we

111、have defined is office-based employees in Denmark.This includes both headquarter employees and individuals working in other business units across the country.Our non-office-based employees are excluded from this comparator group to ensure a comparison as meaningful as possible,given that they are ty

112、pi-cally under Collective Bargaining Agreements.CEO Pay Ratio*In compliance with the EU CSRD reporting requirements,we are disclosing A.P.Moller-Maersks CEO pay ratio(the annual total remuneration ratio)in Table 13.The ratio represents the CEOs annual total target remuneration relative to the global

113、 median annual total target remuneration of our workforce.ESRS S1-16 97bCompany performance developmentThe company uses a combination of financial and transforma-tion performance measures,reported annually to measure per-formance against our strategy.An overview of our company performance developmen

114、t is provided in Table 14.Table 12 Development in actual employee remuneration(Annual change%from previous year)Name2024 vs.20232023 vs.20222022 vs.20212021 vs.2020Employees excluding Executive Board members(A.P.Mller-Mrsk A/S)Not applicableNot applicableNot applicableNot applicableEmployees based i

115、n Denmark excluding Executive Board members(A.P.Moller-Maersk Group)9.6%11.5%15.7%112.1%11 The annual average development has factored into annual total target remuneration adjustments,changes in roles and responsibilities as well as annual bonuses earned for the respective years.Table 13 CEO pay ra

116、tio2024CEO Pay Ratio12051 The CEO pay ratio is calculated by comparing the annual total target remuneration of the highest paid employee in Maersk with the annual median total target remuneration of the rest of the own employees in Maersk.The annual total target remuneration for all own employees is

117、 calculated using the fully loaded cost index.Fully loaded cost is calculated per job level and country,and is an estimation of the benefits,guaranteed allowances,employer liabilities,on target short term incentives,on target long term incentives and recognition cost for 2024.The on-target costs for

118、 short-and long-term incentives/bonus are estimates as the actual costs are dependent on various factors not fully known at the time of reporting.Calculation is based on headcount and estimated annual total remuneration as of 31 December of the reporting year.ESRS S1-16 97bIn 2024,there were no claw

119、back and malus of incentive payments,the Board did not exercise its right to amend the incentive awards,nor was there any deviation from the Policy for any current or former member of the Executive Board.Clawback and Board DiscretionTable 14 Company performance development 1USD million20242023202220

120、2120202019Financial metricsA.P.Moller-Maersk EBIT6,4993,93430,86019,6744,1861,725A.P.Moller-Maersk Free cash flow5,1143,96727,10716,5374,6482,340Terminals EBIT1,3299808321,173687645Transformation metricsLogistics&Services revenue14,92013,91614,4239,8306,9636,331Logistics&Services EBIT margin(%)3.6%3

121、.2%5.6%6.3%3.8%0.3%1 EBIT of A.P.Mller-Mrsk A/S(Parent company)changed by-21%from USD-211m in 2023 to USD-256m in 2024(-2,444%from USD 9m in 2022 to USD-211m in 2023,-89%from USD 79m in 2021 to USD 9m in 2022,210%from USD-72m in 2020 to USD 79m in 2021 and by 54%from USD-156m in 2019 to USD-72m in 2

122、020).The information is solely provided in line with the applicable requirements under section 139b of the Danish Companies Act.The remuneration of the Executive Board members is not linked with performance of the parent company but of A.P.Moller-Maersk group as outlined in the table above.*Incorpor

123、ation by reference:Information that is mandatory to disclose as part of the ESRS and which has been placed outside of the Sustainability Statement has been clearly marked as such and is presented as follows:Example of incorporation by reference.ESRS-X XRemuneration Report 202412A.P.MLLER-MRSK A/SSta

124、tement bythe Board of DirectorsThe Remuneration Report is prepared in accordance with section 139b of the Danish Companies Act.The Board of Directors has today considered and adopted the Remuneration Report of A.P.Mller-Mrsk A/S for the financial year 2024.The Remuneration Report will be presented f

125、or an advisory vote at the Annual General Meeting 2025.Copenhagen,6 February 2025Board of DirectorsRobert Mrsk UgglaChairMarc EngelVice ChairBernard L.BotMarika FredrikssonArne KarlssonThomas Lindegaard MadsenAmparo MoraledaAllan ThygesenKasper RrstedJulija VoitiekuteRemuneration Report 202413A.P.ML

126、LER-MRSK A/SStatement bythe Independent AuditorsTo the Shareholders of A.P.Mller-Mrsk A/SAccording to section 139 b of the Danish Companies Act,Management is responsible for preparing a remuneration report in accordance with the remuneration policy adopted at the General Meeting.Our opinion on the a

127、udit of the Consolidated Financial Statements and the Parent Company Financial Statements as well as our limited assurance report on the Sustainability Statement does not include the complete remuneration report,and we do not as part of our audit or limited assurance engage ment express any form of

128、assurance conclusion on the remuneration report 2024.In connection with our audit of the Consolidated Financial Statements and the Parent Company Financial Statements for 2024,it is,however,our responsibility pursuant to section 147 of the Danish Companies Act to verify that all disclosures required

129、 under section 139 b(3)of the Danish Companies Act are included in the Companys remuneration report for 2024.We found no reason to point out any omissions with respect to the disclosures included in the remuneration report for 2024.Hellerup,6 February 2025Statsautoriseret RevisionspartnerselskabCVR no.33 77 12 31Lars BaungaardState Authorised Public Accountant mne23331Sren rjan JensenState Authorised Public Accountant mne33226Remuneration Report 202414A.P.MLLER-MRSK A/S