A.P. Møller - Mærsk

M&A Activity • Mar 8, 2018

                              ANNOUNCEMENT

A.P. Møller - Mærsk A/S – Sale of Mærsk Olie og Gas A/S completed

On 21 August 2017, A.P. Møller - Mærsk A/S (APMM) announced that APMM had
entered into an agreement to sell its shares in Mærsk Olie og Gas A/S (Maersk
Oil) to Total S.A. for USD 7.45bn in a combined share and debt transaction.

All regulatory approvals have been obtained and the sale was completed today.
The shares in Maersk Oil have been transferred to Total S.A. and as
consideration APMM has received 97.5 mill shares in Total S.A. In addition to
the shares, Total S.A. has assumed a short-term debt of USD 2.5bn via debt push
down from APMM into Maersk Oil. The short-term debt will be repaid to APMM
shortly after closing and the proceeds will after customary closing adjustments
be used by APMM to reduce debt.

As announced in August APMM plans, subject to meeting its investment grade
objective, to return a material portion of the value of the received Total S.A.
shares to the APMM shareholders during 2018/2019 in the form of extraordinary
dividend, share buyback and/or distribution of Total S.A. shares.

The sale is based on a locked box mechanism. The accounting gain for APMM to be
presented under Discontinued Operations amounts to USD 2.6 bn., which includes
the locked box interest and positive development of the Total S.A. share price
up to 7 March 2018 and is reduced by Maersk Oil’s net profit realized in the
period from 1 July 2017 until closing.

As part of the transaction Total S.A. will take over all decommissioning
liabilities. The Danish Energy Agency's approval of the transfer conditions
that APMM assumes secondary liability for the decommissioning costs related to
existing Danish offshore facilities corresponding to Maersk Oil's 31.2 %
interest in the Danish Underground Consortium, should Total S.A. be unable to
cover such costs. Maersk Oil’s current provision for these decommissioning
costs amounts to USD 1.2bn. APMM’s secondary liability will be reduced as part
of the redevelopment of the Tyra project as well as future decommissioning of
other existing facilities.

APMM’s financial guidance for 2018 remains unchanged.

Copenhagen, 8 March 2018

Contact persons:

Head of Investor Relations, Stig Frederiksen, tel. +45 3363 3106

Head of Corporate Communication, Energy Division, Louise Münter, tel. +45 3363
1912

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