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Investor Presentaiton

84 A.P. Moller-Maersk Annual Report 2020 Note 11 Share capital and earnings per share Development in the number of shares: Financials Consolidated financial statements Notes index Table 11.1 A shares of DKK 1,000 DKK 500 DKK 1,000 B shares of DKK 500 Nominal value DKK million USD million 1 January 2019 Conversion 10,756,262 3 31 December 2019 10,756,265 232 -6 226 10,060,398 3 10,060,401 172 -6 166 20,817 3,774 20,817 3,774 Cancellation 156,977 627,938 Conversion 5 31 December 2020 10,599,293 -10 216 9,432,463 166 20,032 3,632 Development in the holding of own shares: Table 11.2 Own shares A shares 1 January No. of shares of DKK 1,000 2020 2019 Nominal value DKK million 2020 2019 2020 % of share capital 2019 Amounts in USD million = 785 142 0.27% 2.57% Table 11.1 All shares are fully issued and paid up. One A share of DKK 1,000 holds two votes. B shares have no voting rights. Adoption of resolutions regarding changes to the com- pany's Articles of Association or increase or write-down of the share capital requires that at least two-thirds of the A share capital at the General Meeting shall be rep- resented by persons entitled to vote and that at least two-thirds of the votes cast shall be cast in favour of the adoption of the resolution. Apart from a resolution for the dissolution of the com- pany, other resolutions at the General Meetings are passed by simple majority, as long as legislation does not require particular voting majority. Reference is made to the com- pany's Articles of Association. In the event of an increase of the company's share capital, the shareholders in the given share class shall have a pre-emptive right to sub- scribe for a proportionate share of the capital increase. At the Annual General Meeting of A.P. Møller-Mærsk A/S on 23 March 2020, the shareholders decided on the can- cellation of treasury shares, whereby the share capital was decreased. On June 2, 2020, the company's share capital was reduced from nominally DKK 20,816,862,000 with nominally DKK 784,915,000 in total, divided into 156,977 A shares and 627,938 B shares of DKK 1,000 to nominally DKK 20,031,947,000 by cancellation of own shares. The capital decrease took place at a premium at a price of DKK 761.57 and DKK 809.51 for A and B shares, respec- tively, cf. section 188(2) of the Danish Companies Act, cor- responding to the average price at which the shares have been repurchased. The amount from the capital decrease has been paid out to the company as owner of the shares as the amount was transferred from the company's capi- tal reserves to the free reserves. Table 11.2 The DKK 10bn share buy-back programme announced on 24 May 2019 was thereby concluded on 24 July 2020. On 18 November 2020, A.P. Møller-Mærsk A/S decided to initiate a share buy-back programme of up to DKK 10bn (around USD 1.6bn) and a maximum of 1.79 million shares to be acquired over a period of up to 15 months. The share buy-back programme is initiated pursuant to the authorisation granted to the Board of Directors by the Annual General Meeting in 2019, which entitled the company to acquire treasury shares at a nominal value not exceeding 15% of the share capital at the market price applicable at the time of acquisition with a devia- tion of up to 10%. The first phase of the programme will run from 1 December 2020 up to 29 April 2021. The shares to be acquired will be limited to a total market value of DKK 3.3bn. A maximum of 158,586 A shares and 620,270 B shares can be acquired in the first phase of the buy-back programme. The share buy-back is carried out with the purpose to adjust the capital structure of A.P. Moller - Maersk. Shares which are not used for hedging purposes for the long- term incentive programmes will be proposed cancelled at the Annual General Meetings in 2021 and 2022. A.P. Moller-Maersk has appointed Skandinaviska Enskilda Banken ('SEB') as lead manager. SEB will execute the pur- chase of shares on behalf of A.P. Moller - Maersk within the announced limits and will make all share purchase decisions independently and without the involvement of A.P. Moller-Maersk. No shares may be bought back at a price exceeding the higher of i) share price of latest independent trade and ii) the highest current independent bid at Nasdaq Copenhagen at the time of trading. The maximum number of A and B shares that may be pur- chased on each business day may not exceed 25% of the average daily trading volume of A and B shares, respec- tively, on Nasdaq Copenhagen or other regulated markets, on which the purchase is carried out, over last 20 trading days prior to the date of purchase. Disposals of own shares are related to the Share Option Plans and the Restricted Shares Plan. 134,279 134 Addition 141,874 134,279 142 134 Cancellation 156,977 157 31 December 119,176 134,279 119 134 0.65% 0.69% 0.75% 0.59% 0.00% 0.65% 0.00% 0.65% B shares 1 January 587,949 55,515 588 56 2.82% Addition 567,493 537,143 567 537 2.83% Cancellation 627,938 628 3.02% Disposal 22,223 4,709 22 5 0.11% 31 December 505,281 587,949 505 588 2.52% 0.02% 2.82%
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