Listing of the Drilling Company of 1972 A/S’ Shares a Public Limited Company to Be Incorporated in Denmark in Connection with the Demerger of A.P

Listing of The Drilling Company of 1972 A/S’ shares a public limited company to be incorporated in Denmark in connection with the demerger of A.P. Møller—Mærsk A/S registered under CVR no. 22 75 62 14 This document (the “Listing Document”) relates to a tax-exempt, partial demerger under Danish law (the “Demerger”) of A.P. Møller—Mærsk A/S (“Maersk”) by contribution of Maersk’s holding of shares in Maersk Drilling Holding A/S (“MDH”) including its direct and indirect subsidiaries as well as certain other assets and liabilities (together, the “Maersk Drilling Group”) to a newly incorporated Danish limited liability company to be named The Drilling Company of 1972 A/S (“ListCo”) and admission for trading and official listing (“Listing”) of the shares of ListCo (the “Shares”) on Nasdaq Copenhagen A/S (“Nasdaq Copenhagen”). The Maersk Drilling Group will at completion of the Demerger also include ListCo. Upon completion of the Demerger, the Shares will be distributed proportionally 1:2 to the holders of Maersk shares of a nominal value of DKK 1,000 and proportionally 1:1 to the holders of Maersk shares of a nominal value of DKK 500 (together, the “Receiving Shareholders”) that are registered as shareholders of Maersk in VP Securities A/S (“VP Securities”) at 5:59 p.m. CEST on 5 April 2019 (the “Demerger Record Date”). Accordingly, the holding of shares in Maersk as of the Demerger Record Date will allow the Receiving Shareholders as follows: (i) one (1) A share of nominal value DKK 1,000 in Maersk will entitle the Receiving Shareholder to receive two (2) Shares in ListCo, (ii) one (1) B share of nominal value DKK 1,000 in Maersk will entitle the Receiving Shareholder to receive two (2) Shares in ListCo, (iii) one (1) A share of nominal value DKK 500 in Maersk will entitle the Receiving Shareholder to receive one (1) Share in ListCo, and (iv) one (1) B share of nominal value DKK 500 in Maersk will entitle the Receiving Shareholder to receive one (1) Share in ListCo. Each Share in ListCo will have a nominal value of DKK 10. Any trading in Maersk’s shares until and including 3 April 2019 at 5:00 p.m. CEST (the “Cut-Off Date”) will be inclusive of rights to receive Shares in ListCo in connection with the Demerger except to the extent registration of that particular trade in VP Securities does not take place until after the Demerger Record Date due to, for example, shares being held in nominee or omnibus account structures. Any trading in Maersk shares after the Cut-Off Date will be exclusive of rights to receive Shares in ListCo for the buyer unless the parties to the trade in question have taken specific measures to settle the trade in VP Securities prior to the Demerger Record Date. The share class structure of ListCo will be different from the A and B share class structure of Maersk, as all Shares in ListCo will belong to the same share class and carry voting and representation rights, whereas the A shares of Maersk do carry voting and representation rights and the B shares of Maersk do not carry voting or representation rights. Upon completion of the Demerger, the Receiving Shareholders will continue to be shareholders in Maersk and will also be shareholders in ListCo. The Receiving Shareholders will each hold the same relative nominal ownership percentage as they have in Maersk as of the Demerger Record Date except that the total share capital and allocation will take into account that no Shares in ListCo will be allocated to Maersk on any treasury shares in connection with the Demerger in accordance with Danish statutory law. Completion of the Demerger is subject to approval by the annual general meeting of Maersk convened to be held on 2 April 2019 (the “General Meeting”). Reference is made to section “Documents on Display and Available Information” of this Listing Document and to Maersk IR webpage http://investor.maersk.com where the agenda for the General Meeting, proxies and other relevant information related to the Demerger and the General Meeting can be found and downloaded. Reference is also made to the demerger plan (the “Demerger Plan”) adopted by the board of directors of Maersk on 4 March 2019 and the related statutory demerger documents published on the Maersk webpage on 4 March 2019. Application will be made for the Shares to be admitted to trading and official listing on Nasdaq Copenhagen under the symbol DRLCO immediately after the Demerger. The Shares will be issued in the permanent ISIN DK0061135753. The first day of trading in, and official listing of, the Shares on Nasdaq Copenhagen is expected to be 4 April 2019, subject to approval of the Demerger at the General Meeting. The Shares are expected to be delivered in dematerialised book-entry form to Receiving Shareholders’ accounts with VP Securities or through the facilities of Euroclear Bank S.A./N.V. (“Euroclear”), as operator of the Euroclear System, and Clearstream Banking, S.A. (“Clearstream”) depending on the Receiving Shareholders’ custody arrangements with their account holding bank, starting on or around 8 April 2019. The timetable for the Demerger including the Demerger Record Date, the Cut-Off Date, the first day of trading in, and official listing of, the Shares on Nasdaq Copenhagen and settlement is subject to change. Any such change will be announced via Nasdaq Copenhagen. The Receiving Shareholders and prospective future investors in the Shares are advised to examine all risks and legal requirements described in this Listing Document that might be relevant in connection with the Demerger together with subsequent information published by ListCo before making transactions in the Shares. Investing in the Shares involves a high degree of risk. See also “Risk Factors” for a discussion of certain risks related to the Maersk Drilling Group and the Demerger. This Listing Document has been prepared under Danish law, and this Listing Document does not constitute an offer to sell or the solicitation of an offer to buy any of the Shares in any jurisdiction to any person to whom it would be unlawful to make such an offer in such jurisdiction. The distribution of this document in certain jurisdictions is restricted by law. Persons into whose possession this Listing Document comes should inform themselves about and to observe such restrictions. For a description of certain restrictions on distribution of this document, see “Important Notice Relating to the Listing Document”. The Shares have not been and will not be registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act”) or under the securities laws of any state or other jurisdiction of the United States. It is expected that ListCo will rely on the exemption from registration under Rule 12g3-2(b) of the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and accordingly, ListCo will not be registered under the U.S. Exchange Act and the Maersk Drilling Group will not be subject to the reporting requirements of the U.S. Exchange Act. The Shares generally should not be treated as “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and persons who receive securities as a result of the Demerger (other than affiliates) may resell them without restriction under the U.S. Securities Act. A Receiving Shareholder who is an affiliate of the Maersk Drilling Group as of the date and time at which the Demerger becomes effective or who became affiliates thereafter will be subject to certain U.S. transfer restrictions relating to the Shares received pursuant to the Demerger. For certain restrictions on transfer of the Shares, see “Jurisdictions in Which the Demerger Will Be Announced and Restrictions Applicable to the Demerger”. The Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or determined the adequacy or accuracy of the information contained in this Listing Document. Any representation to the contrary is a criminal offence in the United States. The date of this Listing Document is 4 March 2019. IMPORTANT NOTICE RELATING TO THE LISTING DOCUMENT In this Listing Document, “Maersk” refers to A.P. Møller—Mærsk A/S, “ListCo” refers to The Drilling Company of 1972 A/S, which will be incorporated at completion of the Demerger, “MDH” refers to Maersk Drilling Holding A/S and the “Maersk Drilling Group” refers to MDH including its direct and indirect subsidiaries as well as certain other assets and liabilities which, upon completion of the Demerger, will be owned directly or indirectly by ListCo. The Maersk Drilling Group will at completion of the Demerger also include ListCo. Statements, beliefs, opinions and views expressed by MDH or the Maersk Drilling Group in this Listing Document are made by the executive management of MDH and the board of directors of MDH (together referred to as the “Management”), who have accepted to also be appointed as the executive management of ListCo (the “Executive Management”) and elected as the board of directors of ListCo except for one board member of MDH who will not be proposed as member of the Board of Directors and resign from the board of directors of MDH upon approval of the Demerger as well as one board member who is expected to be elected in connection with the approval of the Demerger (the “Board of Directors”), respectively, following approval of the Demerger by the General Meeting. The Demerger will be completed under Danish law and this Listing Document has been prepared under Danish law in compliance with the exemption to the requirement to publish a prospectus set out in chapter 3 of the Executive Order no. 1170 of 25 September 2018 on prospectuses (the “Danish Executive Order on Prospectuses”) pursuant to the Consolidated Act no. 12 of 8 January 2018 on Capital Markets, as amended (the “Danish Capital Markets Act”). MDH accepts responsibility for the information contained in this Listing Document as set out in “Responsibility Statement” in accordance with Danish law except to the extent it has specifically indicated in connection with information included in the Listing Document that other parties are responsible for such information. No person has been authorised to give any information or make any representation not contained in this Listing Document and, if given or made, such information or representation must not be relied upon as having been authorised by MDH or Maersk. None of MDH or Maersk accepts any liability for any such information or representation. No representation or warranty, express or implied, is made by Danske Bank A/S or BNP Paribas (the “Joint Global Coordinators”), or DNB Markets, a part of DNB Bank, ASA, ING Bank N.V. and Nordea Danmark, Filial af Nordea Bank Abp, Finland (collectively, and together with the Joint Global Coordinators, the “Managers”), as to the accuracy or completeness of any information contained in this Listing Document. Nordea Danmark, Filial af Nordea Bank Abp, Finland will not be engaging in communications relating to any transaction described herein with any person located within the United States of America (whether on a reverse-inquiry basis or otherwise). The information in this Listing Document is as of the date printed on the front of the cover, unless expressly stated otherwise. The delivery of this Listing Document at any time does not imply that there has been no change in the Maersk Drilling Group’s business or affairs since the date hereof or that the information contained herein is correct as of any time subsequent to the date hereof. In the event of any changes to the information in this Listing Document that may significantly affect the potential value of the Shares during the period from the date of the Listing Document to the first day of trading of the Shares, such changes will be announced in accordance with the rules in the Danish Executive Order on Prospectuses which, inter alia, governs the publication of prospectus supplements. In connection with the Listing, two versions of this document have been prepared: (i) a version for use outside of the United States and Canada and (ii) a version for use in the United States and Canada (the “North American Listing Document”). The two versions are equivalent, except that the North American Listing Document does not include (i) a summary in Danish, (ii) a report from the MDH’s auditors with respect to the “—Consolidated Prospective Financial Information for the Financial Year ending 31 December 2019” and (iii) a reference to Nordea Danmark, Filial af Nordea Bank Abp, Finland on the back of the Listing Document, and that only the North American Listing Document includes a paragraph with the heading “Prospective Financial Information” in the Section “Presentation of Financial and Certain Other Information.” In making a decision with regard to the Demerger, Receiving Shareholders must rely on their own assessment of the Demerger and the Maersk Drilling Group including, but not limited to, the information contained in this Listing Document and the merits and risks involved as well as the legal basis and consequences of the Demerger, and including possible tax consequences that may apply. This also applies to subsequent information published by ListCo in relation to any subsequent transaction in the Shares entered into by Receiving Shareholders or any potential future investors.

i The distribution of this Listing Document in certain jurisdictions is restricted by law. Receiving Shareholders and other prospective investors should be aware that they may be required to bear the financial risks of an investment in the Shares for an indefinite period of time. Persons into whose possession this Listing Document may come shall inform themselves about and to observe such restrictions. This Listing Document may not be used for, or in connection with, any offer, or solicitation by, anyone in any jurisdiction or under any circumstances in which such offer or solicitation is not authorised or is unlawful. For further information with regard to restrictions on offers and sales of the Shares and the distribution of this Listing Document, see below. This Listing Document does not constitute an offer to sell or a solicitation of an offer to buy any of the Shares in any jurisdiction or to any person to whom it would be unlawful to make such an offer. This Listing Document may not be forwarded, reproduced in whole or in part, or distributed by persons other than ListCo, MDH or Maersk, and no recipient of this Listing Document may disclose its content of or use any information herein for any purpose other than considering the Demerger and Listing.

Notice to Shareholders and Investors United States The Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction in the United States. The Shares generally should not be treated as “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and persons who receive securities as a result of the Demerger (other than “affiliates” as described in the paragraph below) may resell them without restriction under the U.S. Securities Act. It is expected that ListCo will rely on the exemption from registration under Rule 12g3-2(b) of the U.S. Exchange Act, and accordingly ListCo will not be registered under the U.S. Exchange Act, and ListCo will not be subject to the reporting requirements of the U.S. Exchange Act. Under the U.S. securities laws, persons who are affiliates of ListCo as of the date and time at which the Demerger becomes effective, or who become affiliates thereafter, may not resell the Shares received pursuant to the Demerger without registration under the U.S. Securities Act, except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the U.S. Securities Act. Whether a person is an affiliate of a company for such purpose depends upon the circumstances, but affiliates of a company can include certain officers and directors and significant shareholders. Receiving Shareholders who believe they may be affiliates for the purposes of the U.S. Securities Act should consult their own legal advisors prior to any resale of Shares received pursuant to the Demerger.

European Economic Area (“EEA”) This Listing Document has been prepared in connection with the issue of the Shares in connection with the Demerger and admission to trading and official listing of the Shares on Nasdaq Copenhagen and on the basis that no offer to the public of the Shares will be made in that connection in Denmark or in any other member state of the EEA. Accordingly, any person making or intending to make any offer within the EEA of Shares should only do so in circumstances in which no obligation arises for ListCo, MDH or Maersk to produce a prospectus for such offer. Neither MDH nor Maersk have authorised the making of any offer of Shares through any financial intermediary.

Australia This document is only made available in Australia pursuant to a specific relief instrument granted by the Australian Securities and Investments Commission (“ASIC”) pursuant to the Australian Corporations Act 2001 (Cth) (“Australian Corporations Act”). This document is not a prospectus, product disclosure statement or any other form of formal “disclosure document” for the purposes of the Australian Corporations Act, and is not required to, and does not, contain all the information which would be required in a disclosure document under the Australian Corporations Act. This document has not been and will not be lodged or registered with ASIC or any other regulatory body or agency in Australia. This document does not take into account the investment objectives, financial situation or needs of any particular person, and accordingly should be read with this in mind.

ii stock exchange in Canada. As there is no market for Shares in Canada, it may be difficult or even impossible for a Canadian investor to sell them. Any resale of Shares in Canada will be subject to the registration and prospectus requirements of applicable Canadian securities legislation, unless pursuant to an exemption therefrom, or in a transaction not subject thereto. In certain circumstances Canadian holders of Shares may be able to sell them outside of Canada, without complying with any Canadian prospectus requirements. Canadian investors should seek legal advice prior to any resale of Shares. Information in this Listing Document has not been prepared with regard to matters that may be of particular concern to Canadian investors, and accordingly should be read with this in mind. Disclosure, financial statements and investments are and will be made, prepared and realised in currencies other than the Canadian dollar and not in accordance with Canadian generally accepted accounting principles.

Hong Kong The contents of this Listing Document have not been reviewed by any regulatory authority in Hong Kong. Any recipient of this Listing Document is advised to exercise caution. If there is any doubt about any of the contents of this Listing Document, the recipient should obtain independent professional advice.

South Africa The Demerger as defined in this Listing Document does not constitute an “offer” in terms of section 95(1)(g) of the South African Companies Act, 71 of 2008 (the “SA Companies Act”) and therefore does not constitute an “offer to the public”, as envisaged the SA Companies Act and, accordingly, this Listing Document does not, nor does it intend to, constitute a “registered prospectus”, as contemplated in Chapter 4 of the SA Companies Act. South African residents are not permitted to hold or deal in securities abroad except as permitted under the South African Exchange Control Regulations, 1961 promulgated pursuant to the South African Currency and Exchanges Act, 1933 and/or the rulings, circulars and directives issued by the Financial Surveillance Department of the South African Reserve Bank from time to time. South African shareholders should obtain independent advice on the exchange control requirements applicable to them, if any, in relation to the ListCo Shares to be distributed to them pursuant to the Demerger.

Switzerland This Listing Document has been prepared without regard to the disclosure standards for issue prospectuses under art. 652a of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under the listing rules of SIX Swiss Exchange or the listing rules of any other stock exchange or regulated trading facility in Switzerland. This Listing Document does not constitute an offer to sell or a solicitation of offers to purchase or subscribe for Shares in ListCo nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with any contract therefor. Neither this Listing Document nor any other material relating to the Shares have been or will be filed with or approved by any Swiss regulatory authority.

Stabilisation No price stabilisation activities will be undertaken in relation to the Demerger and the Listing.

iii TABLE OF CONTENTS

PAGE RESPONSIBILITY STATEMENT ...... 1 Maersk Drilling Holding A/S ...... 1 SUMMARY ...... 2 Danish Summary ...... 2 English Summary ...... 22 RISK FACTORS ...... 41 Risks Relating to the Industry in which the Maersk Drilling Group Operates ...... 41 Commercial Risks Relating to the Maersk Drilling Group ...... 46 Financial Risks Relating to the Maersk Drilling Group ...... 54 Legal and Regulatory Risks Relating to the Maersk Drilling Group ...... 56 Risks Relating to the Demerger ...... 64 THE DEMERGER ...... 72 Background to the Demerger ...... 72 Structure of the Demerger ...... 72 Legal Structure Before and After the Demerger ...... 73 Approval of the Demerger ...... 74 Allocation ...... 74 Registration of the Shares ...... 75 Listing ...... 75 Continuing Arrangements between Maersk and ListCo Post the Demerger ...... 75 Management of ListCo ...... 77 Statutory Demerger Liability ...... 77 Relations with Contracting Parties Post Demerger ...... 78 EXPECTED TIMETABLE OF THE DEMERGER, LISTING AND FINANCIAL CALENDAR ...... 80 Expected Timetable of Principal Events ...... 80 Financial Calendar ...... 80 SPECIAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS ...... 81 ENFORCEMENT OF CIVIL LIABILITIES AND SERVICE OF PROCESS ...... 83 PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION ...... 84 Non-IFRS Financial Measures ...... 84 Rounding Adjustments ...... 85 ORGANISATIONAL STRUCTURE ...... 86 INFORMATION ABOUT LISTCO ...... 87 Name, Registered Office and Date of Incorporation ...... 87 Registration ...... 87 THIRD-PARTY INFORMATION AND EXPERT STATEMENTS AND DECLARATIONS OF ANY INTEREST . . 88 INDUSTRY ...... 89 Introduction to Offshore Contract Drilling ...... 89 Offshore Drilling Market Structure and Characteristics ...... 97 Offshore Drilling Market Dynamics and Outlook ...... 106 BUSINESS ...... 133 Overview ...... 133 History ...... 133 Competitive Strengths ...... 135 Strategy ...... 139 Commercial ...... 141 Operations ...... 148 Legal ...... 154 FINANCIAL POLICY AND DIVIDENDS DISTRIBUTED ...... 159 General ...... 159 Financial Policy ...... 159 Historical Dividends ...... 159 Legal and Regulatory Requirements ...... 160 Other Requirements ...... 161 CAPITALISATION AND INDEBTEDNESS ...... 162 SELECTED CONSOLIDATED FINANCIAL AND OPERATING INFORMATION ...... 163

iv PAGE Income Statement ...... 163 Balance Sheet ...... 164 Cash Flow Statement ...... 165 Key Non-IFRS Figures and Ratios ...... 165 OPERATING AND FINANCIAL REVIEW ...... 167 Overview ...... 167 Segment Overview ...... 167 Factors Affecting Results of Operations ...... 167 Factors Affecting Comparability ...... 171 Current Trading ...... 172 Description of Principal Income Statement Items ...... 172 Results of Operations ...... 176 Year Ended 31 December 2018 Compared to the Year Ended 31 December 2017 ...... 178 Year Ended 31 December 2017 Compared to the Year Ended 31 December 2016 ...... 181 Liquidity and Capital Resources ...... 184 Contractual Commitments ...... 185 Capital expenditures ...... 185 Liabilities and Indebtedness ...... 186 Working Capital Statement ...... 188 Quantitative and Qualitative Disclosures about Market Risks ...... 188 Significant Accounting Policies ...... 190 Use of Non-IFRS Financial Measures ...... 193 CONSOLIDATED PROSPECTIVE FINANCIAL INFORMATION FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2019 ...... 196 Statement by Management ...... 196 Report from the Independent Auditors Regarding the Consolidated Prospective Financial Information for the Financial Year Ending 31 December 2019 ...... 197 Introduction ...... 199 Methodology and Assumptions ...... 199 EBITDA before special items (non-IFRS) ...... 199 Capital expenditure ...... 200 Additional assumptions ...... 201 Non-IFRS Financial Measures ...... 201 Expectations for the Year Ending 31 December 2019 ...... 201 BOARD OF DIRECTORS, EXECUTIVE MANAGEMENT AND KEY EMPLOYEES ...... 202 Board of Directors ...... 202 Executive Management ...... 205 Key Employees ...... 205 Business Address ...... 207 Statement on Past Records ...... 207 Statement on Conflicts of Interest ...... 207 BOARD PRACTICES ...... 209 Board Practices and Committees ...... 209 Audit & Risk Committee ...... 209 Remuneration Committee ...... 210 Nomination Committee ...... 210 Safety & Sustainability Committee ...... 210 Corporate Governance ...... 211 Description of Procedures and Internal Control over Financial Reporting ...... 212 Audit ...... 213 REMUNERATION AND BENEFITS ...... 214 Compensation of ListCo’s Board of Directors, Executive Management and Key Employees . . . . . 214 Compensation of ListCo’s Board of Directors ...... 214 Compensation of ListCo’s Executive Management ...... 214 Compensation of ListCo’s Key Employees ...... 216 INCENTIVE SCHEMES ...... 218 Maersk Drilling Short-Term Incentive Plan for Executive Management 2019 and Maersk Drilling Short-Term Incentive Plan 2019 (Senior Leaders) ...... 218

v PAGE Maersk Drilling RSU Long-Term Incentive Programme for Executive Management 2019, Maersk Drilling PSU Long-term Incentive Programme for Executive Management 2019 and Maersk Drilling RSU Long-term Incentive Programme 2019 ...... 218 Cash-Based Stay-On/Transaction Bonus ...... 220 Transition Agreements in Relation to Maersk’s Existing Long-Term Incentive Programmes . . . . . 220 OWNERSHIP STRUCTURE, SHAREHOLDER STRUCTURE AND RELATIONSHIP WITH MAERSK ...... 221 Ownership Structure ...... 221 Major Shareholders ...... 222 Relationship with Maersk Following the Demerger ...... 223 Shareholdings by Members of the Board of Directors, Executive Management and Key Employees ...... 223 RELATED PARTY TRANSACTIONS ...... 225 KEY INFORMATION ...... 227 Working Capital Statement ...... 227 Capitalisation and Indebtedness ...... 227 Interest of Natural or Legal Persons Involved in the Demerger ...... 227 Reasons for the Demerger and Use of Proceeds ...... 227 DESCRIPTION OF THE SHARES AND SHARE CAPITAL ...... 228 Registered Share Capital ...... 228 Authorisation to Increase Share Capital ...... 228 Authorisation to Acquire Treasury Shares ...... 228 Authorisation to Distribute Interim Dividends ...... 229 Articles of Association ...... 229 General Meetings and Voting Rights ...... 229 Takeover Bids ...... 230 The Shares ...... 230 Resolutions, Authorisations and Approvals of the Demerger ...... 232 Certain Information Concerning the Danish Securities Market ...... 232 TAXATION ...... 233 Tax Effects of the Demerger and Taxation of the Shares ...... 233 TERMS AND CONDITIONS OF THE DEMERGER ...... 240 Terms of the Demerger ...... 240 Proceeds ...... 240 Expenses in Relation to the Demerger and the Listing ...... 240 Completion of the Demerger ...... 241 Subscription Period ...... 241 Expected Timetable of Principal Events ...... 241 Financial Calendar ...... 241 Publication of the Completion of the Demerger ...... 241 Procedure for the Exercise of Pre-emption Rights ...... 241 Pre-allotment Information and Plan of Distribution ...... 241 Listing Agreement ...... 241 Lock-Up Arrangements ...... 242 Admission to Trading and Official Listing ...... 242 Dilution ...... 242 JURISDICTIONS IN WHICH THE DEMERGER WILL BE ANNOUNCED AND RESTRICTIONS APPLICABLE TO THE DEMERGER ...... 244 THE DANISH SECURITIES MARKET ...... 246 LEGAL MATTERS ...... 251 STATE-AUTHORISED PUBLIC ACCOUNTANTS ...... 252 DOCUMENTS ON DISPLAY AND AVAILABLE INFORMATION ...... 253 GLOSSARY ...... 254 FINANCIAL INFORMATION ...... F-1 ANNEX A—ARTICLES OF ASSOCIATION OF LISTCO ...... A-1

vi RESPONSIBILITY STATEMENT We hereby declare that we, as the persons responsible for this Listing Document on behalf of MDH in accordance with Danish law, have taken all reasonable care to ensure that, to the best of our knowledge, the information contained in this Listing Document is in accordance with the facts and does not omit anything likely to affect the import of its contents. Kgs. Lyngby, 4 March 2019

Maersk Drilling Holding A/S

Board of directors

Claus V. Hemmingsen Robert M. Uggla Chairman Vice Chairman

Kathleen McAllister Mads D. Winther Board member Board member

Martin N. Larsen Robert Routs Board member Board member

Primary position: Claus V. Hemmingsen: Vice CEO of Maersk and CEO for Maersk’s Energy division Robert M. Uggla: CEO of APMH Kathleen McAllister: Professional board member Martin N. Larsen: CFO of APMH Robert Routs: Professional board member Mads D. Winther: SVP and Head of Strategy and M&A, Energy division of Maersk

Executive management

Jørn Madsen Jesper Ridder Olsen CEO CFO

1 SUMMARY The Danish summary below is a translation of the English summary beginning on page 22. In the event of any discrepancies between the Danish and the English versions, the English version shall prevail.

Danish Summary Resuméer består af oplysningskrav, der benævnes “Elementer”. Elementerne er nummereret i afsnit A – E (A.1 – E.7). Dette resumé indeholder alle de Elementer, der skal være indeholdt i et resumé for denne type værdipapir og udsteder i henhold til Prospektforordningen nr. 486/2012 med senere ændringer. Da nogle Elementer ikke kræves medtaget, kan der forekomme huller i nummereringen af Elementerne. Selvom det kræves, at et Element indgår i resuméet på grund af typen af værdipapir og udsteder, er det muligt, at der ikke kan gives nogen relevante oplysninger om Elementet. I så fald indeholder resuméet en kort beskrivelse af Elementet med angivelsen “ikke relevant”.

Afsnit A—Indledning og advarsler

A.1 Advarsel til investorer Dette resumé bør læses som en indledning til Noteringsdokumentet. Modtagende Aktionærer bør ved deres beslutning vedrørende Spaltningen henholde sig til deres egen vurdering af Spaltningen og Maersk Drilling-koncernen, herunder, men ikke begrænset til, oplysningerne indeholdt i dette Noteringsdokument og de hermed forbundne fordele og risici samt det juridiske grundlag og konsekvenserne af Spaltningen samt mulige skattemæssige konsekvenser. Dette gælder også efterfølgende oplysninger offentliggjort af ListCo vedrørende efterfølgende transaktioner angående Aktierne foretaget af de Modtagende Aktionærer eller potentielle fremtidige investorer. Hvis en sag vedrørende oplysningerne i Noteringsdokumentet indbringes for en domstol i henhold til national lovgivning i medlemsstaterne i det Europæiske Økonomiske Samarbejdsområde, kan den sagsøgende investor være forpligtet til at betale omkostningerne i forbindelse med oversættelse af Noteringsdokumentet, inden sagen indledes. Kun de personer, som har indgivet resuméet, herunder eventuelle oversættelser heraf, kan ifalde et civilretligt erstatningsansvar, men kun såfremt resuméet er misvisende, ukorrekt eller uoverensstemmende, når det læses sammen med de andre dele af Noteringsdokumentet, eller hvis det ikke, når det læses sammen med Noteringsdokumentets andre dele, indeholder nøgleoplysninger, således at de Modtagende Aktionærer lettere kan tage stilling til Spaltningen eller en eventuel efterfølgende transaktion.

A.2 Tilsagn til formidlere Ikke relevant. Der er ikke indgået nogen aftale vedrørende anvendelse af Noteringsdokumentet i forbindelse med efterfølgende videresalg eller endelig placering af Aktierne gennem finansielle formidlere.

Afsnit B—Udsteder

B.1 Juridisk navn og binavn ListCo vil blive registreret med det juridiske navn The Drilling Company of 1972 A/S og får ingen registrerede binavne. For bestemte virksomhedsaktiviteter vil Maersk, A.P. Møller Holding A/S (“APMH”) og MDH indgå en Brandingaftale vedrørende Maersk Drilling-koncernens fremtidige brug af varemærker, navne, navne på skibe og rigge og andre betegnelser, herunder “Maersk Drilling”, den blå Maersk-farve og den syvtakkede stjerne. Brandingaftalen giver ikke ret til at anvende Maersk-varemærkerne i ListCo’s juridiske navn.

2 Afsnit B—Udsteder

B.2 Domicil, retlig form, ListCo vil ved Spaltningens gennemførelse blive registeret i henhold til dansk indregistreringsland lov hos Erhvervsstyrelsen som et aktieselskab. Registreringsnummeret vil med forbehold for godkendelse på Generalforsamlingen indgå i de selskabsmeddelelser, som ListCo og Maersk planlægger at udstede den 2. april 2019 efter Spaltningens gennemførelse. ListCo vil få hjemsted på Lyngby Hovedgade 85, 2800 Kgs. Lyngby, Lyngby-Taarbæk Kommune, Danmark.

B.3 Nuværende Maersk Drilling-koncernen blev grundlagt i 1972 som en del af virksomhed og Maersk-koncernen og er stiftet i Danmark med hovedkontor i Lyngby, hovedaktiviteter Danmark. Maersk Drilling-koncernen er en del af den globale industri for kontrakter på offshore-boring og leverer offshoreboretjenester til Efterforsknings- og Produktionsselskaber for at understøtte (den tidlige del af) deres efterforsknings- og udviklingsaktiviteter. Maersk Drilling-koncernen ejer og driver en moderne flåde af offshorerigge og genererer omsætning ved at udleje rigge og levere tjenester til Efterforsknings- og Produktionsselskaber. Maersk Drilling-koncernens virksomhed består af to driftssegmenter: 1) jack-up rigge og 2) flyderigge (“floaters”), som omfatter Maersk Drilling-koncernens boreskibe og semi-submersible rigge. Maersk Drilling-koncernen har en af verdens yngste og mest avancerede flåder af jack-up rigge og floaters og driver virksomhed i hele verden, herunder i Nordsøen (hvor Maersk Drilling-koncernen har en markedsførende tilstedeværelse), Sydøstasien, Vest- og Nordafrika, Det Kaspiske Hav og Latinamerika. Pr. 15. februar 2019 bestod Maersk Drilling-koncernens flåde af 23 rigge i to forskellige driftssegmenter (hvert segment rapporteres særskilt): • Jack-up rigge. Af de 15 jack-up rigge, som Maersk Drilling-koncernen ejer, er: 1) otte borerigge til ultrabarske forhold — fem er aktive, og én er under klargøring til kontrakt i den norske del af Nordsøen, én er aktiv og én er varmt oplagt i den britiske del af Nordsøen, 2) fire jack-up rigge til barske forhold — hvoraf to er aktive i den hollandske del af Nordsøen, én er aktiv og én er under klargøring til kontrakt i den britiske del af Nordsøen, 3) to premium jack-up rigge, hvoraf én er aktiv i Brunei, og én er koldt oplagt i Singapore og 4) én jack-up rig til indkvartering, som er aktiv i den danske del af Nordsøen. • Floaters. Af de otte floaters, som Maersk Drilling-koncernen ejer, er: 1) fire boreskibe, hvoraf tre er aktive offshore i Ghana, og ét er varmt oplagt i den Mexicanske Golf, samt 2) fire semi-submersible rigge, hvoraf én er aktiv i Egypten, én er aktiv i Det Kaspiske Hav, én er under klargøring til kontrakt i Østtimor, og én er varmt oplagt i Trinidad og Tobago. Derudover er én jack-up rig (Mærsk Giant) bestemt for salg og koldt oplagt i Danmark forud for bortskaffelse, hvor salget forventes gennemført i 2019. Varmt oplagte rigge er rigge, som forventes at være inaktive i en kort periode og ikke er under kontrakt, men som hurtigt kan tages i brug med mindre klargøringsarbejde. Der foretages normal vedligeholdelsesdrift, så riggen konstant er klar til aktivering. Nøglemedlemmer af mandskabet fastholdes, og riggen markedsføres aktivt og betragtes som en del af det salgbare udbud. Koldt oplagte rigge forventes ikke at blive benyttet på kort sigt, mandskabet er ikke ombord, og de elektriske systemer er slået fra.

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For regnskabsåret 2018 udgjorde jack-up rigge ca. 63% af Maersk Drilling-koncernens samlede omsætning, og floaters udgjorde 37% af Maersk Drilling-koncernens samlede omsætning.

B.4a Beskrivelse af de Prisen på Brent råolie, en international benchmark, lå på mellem væsentligste nyere USD 85,82 pr. tønde (“bbl”) og USD 53,13/bbl i 2018, og udgjorde ved tendenser, der påvirker årets udgang USD 53,13/bbl. Prisen lå i gennemsnit på USD 71,69/bbl i Maersk Drilling- 2018, svarende til en stigning på ca. 31% sammenlignet med 2017 koncernen og de (Thomson Reuters Datastream). sektorer, inden for Støttet af den højere oliepris har kunder, som efterforsker efter og producerer hvilke denne opererer olie og/eller naturgas (“Efterforsknings- og Produktionsselskaber”), rapporteret stigende frie pengestrømme samt balancer med relativt lavere gældsætning. Som led i afbalanceringen af deres pengestrømme har Efterforsknings- og Produktionsselskaberne i de senere år nedbragt deres forbrug (“Efterforsknings- og Produktionsforbrug”), hvilket har haft negativ indvirkning på mængden af olie- og gasfund. Reduceret Efterforsknings- og Produktionsforbrug har endvidere haft negativ indvirkning på mængden af olie- og gasfund, som godkendes til udvikling. Siden 2014 er breakeven-olieprisen for offshore-projektudvikling blevet markant lavere som følge af 1) prissætning, 2) effektivitet, 3) standardisering og 4) et mere enkelt design. Den stigende anvendelse af teknologiske og digitale løsninger har været afgørende for disse forbedringer af breakeven-niveauerne. Desuden har den primære komponent i den strukturelle nedbringelse af forbruget på offshoreprojektudvikling været fremkomsten af branchetiltag vedrørende samarbejde mellem Efterforsknings- og Produktionsselskaber og leverandører af olie- og gastjenester. I de senere år har Efterforsknings- og Produktionsselskaberne vist øget interesse for integrerede tilbud fra serviceudbydere — for eksempel boreselskaber i efterforsknings- og udviklingsfasen — med henblik på at nedbringe mængden af affald og ineffektivitet i hele værdikæden, og i sidste ende nedbringe projektomkostningerne og sikre lønsomheden i deres projekter i en lang række olieprisscenarier. Som følge af Efterforsknings- og Produktionsselskabernes forbedrede pengestrømme, en lavere rate af fund og projektgodkendelser og set i lyset af de relativt lavere omkostninger forbundet med offshoreprojekter blev troen på en bredt baseret og varig stigning i Efterforsknings- og Produktionsselskabernes offshoreforbrug styrket i 2018. Efterforsknings- og Produktionsselskabernes eksterne globale offshoreudgifter til Efterforskning og Produktion ventes at stige med 4% i 2019 til ca. USD 205 mia., og derefter med 9% i 2020 til ca. USD 222 mia. (Rystad Energy DCube). Forventningen om et stigende forbrug hos Efterforsknings- og Produktionsselskaberne smittede af på offshoreboreindustrien i 2018. For regnskabsåret 2018 udgjorde den samlede udnyttelsesgrad for den globale flåde ca. 61% — ca. 63% for jack-up rigge og 58% for floaters. For jack-up rigge og floaters samt for hele flåden udgør dette en stigning på ca. 4% i forhold til 2017 (IHS Petrodata). Efterforsknings- og Produktionsselskabernes efterspørgsel efter offshoreborerigge steg til ca. 480 rigge i 2018, svarende til en stigning på ca. 2,5% i forhold til året før. Denne moderate stigning i efterspørgslen var udelukkende drevet af vækst på over 4% i efterspørgslen efter jack-up rigge, idet efterspørgslen efter floaters faldt med ca. 2% i 2018 (IHS Petrodata). Nogle selskaber har fortsat med at reducere udbuddet af offshoreborerigge, da 37 jack-up rigge og 20 floaters blev skrottet i årets løb, således at det samlede antal udgjorde henholdsvis 85 og 119 (IHS Petrodata).

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Ledende indikatorer understøtter yderligere den fremtidige boreaktivitet, idet stor udbudsaktivitet førte til en stigning i tildelte kontrakter i to år i træk frem til 2018. Dette sammenfald af gunstige forhold medførte en marginal stigning i dagsraterne for nye fælles ordrer for såvel jack-up rigge som floaters i 2018, men de gennemsnitlige dagsrater på global basis var dog fortsat markant lavere end niveauerne fra før krisen i 2014. Dagsraterne for nye fælles ordrer for rigge med aktiviteter i nicheområder (f.eks. den norske del af Nordsøen) var forholdsvist bedre, hvilket afspejler de underliggende positive udbuds- og efterspørgselsfaktorer i forhold til andre offshoreregioner.

B.5 Beskrivelse af Maersk ListCo vil i forbindelse med sin stiftelse og som en del af gennemførelsen Drilling-koncernen og af Spaltningen blive moderselskab i Maersk Drilling-koncernen. ListCo vil ListCos plads i Maersk eje alle aktierne i MDH, ejendommen Dyrekredsen 20A, 5700 Svendborg, Drilling-koncernen Egense By, Egense (med den tilhørende serviceaftale med Maersk Training A/S om driften af hotellet beliggende på ejendommen), og vil overtage alle øvrige aktiver og forpligtelser, der direkte relaterer sig til Maersks boreaktiviteter, herunder alle forpligtelser i henhold til moderselskabsgarantierne eller tilsvarende garantiforpligtelser stillet af Maersk over for Maersk Drilling-koncernen som yderligere beskrevet i Spaltningsplanen. Alle Maersks øvrige aktiviteter, aktiver, rettigheder og forpligtelser, som ikke er overdraget til ListCo i Spaltningsplanen, vil forblive hos Maersk. Efter Spaltningen vil Maersk og ListCo drive virksomhed som særskilte selskaber, og hverken Maersk eller ListCo vil have nogen direkte aktiebesiddelser i hinanden eller i nogen af henholdsvis ListCos eller Maersks datterselskaber med undtagelse af 50/50-joint venturet Maersk Decom A/S med Maersk Supply Service A/S, et datterselskab af Maersk, samt Maersk Drilling Nigeria Operations Limited (under frivillig likvidation), som er fællesejet af en enhed i Maersk-koncernen og en enhed i Maersk Drilling-koncernen. Nedenstående tabel viser ListCos væsentlige direkte eller indirekte datterselskaber ved Spaltningens gennemførelse:

Direkte eller indirekte ejerandel og stemmerettigheder Navn på enhed Registreringsland (%) Maersk Drilling Holding A/S (MDH) . . . . Danmark 100% Maersk Drilling A/S ...... Danmark 100% Maersk Highlander UK Ltd ...... England og 100% Wales Maersk Drilling Holdings Singapore Pte . Singapore 100% Maersk Drillship IV Singapore Pte . . . . . Singapore 100% Maersk Drilling Deepwater A/S ...... Danmark 100% Maersk Intrepid Norge A/S ...... Danmark 100% Maersk Integrator Norge A/S ...... Danmark 100% Maersk Interceptor Norge A/S ...... Danmark 100% Maersk Invincible Norge A/S ...... Danmark 100% Maersk Drilling-koncernen har udvalgt de væsentlige datterselskaber på baggrund af en vurdering af kommerciel væsentlighed primært med fokus på 1) hvor omsætningen genereres, 2) hvor en væsentlig del af Maersk Drilling-koncernens aktiver ejes, og 3) enheder som vurderes at være af strategisk betydning. De væsentlige datterselskaber

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repræsenterede 81% af Maersk Drilling-koncernens samlede omsætning og 94% af Maersk Drilling-koncernens samlede EBITDA (ikke-IFRS) for regnskabsåret 2018 og 87% af Maersk Drilling-koncernens samlede aktiver pr. 31. december 2018.

B.6 Personer, som direkte ListCos aktionærer vil indledningsvist være identiske med Maersks aktionærer eller indirekte har en på Registreringsdatoen for Spaltningen. ListCos aktieklassestruktur vil andel i ListCos kapital imidlertid være forskellig fra Maersks aktieklassestruktur med A- og eller B-aktier. ListCos aktiekapital vil bestå af én aktieklasse med samme stemmerettigheder rettigheder, herunder stemme- og repræsentationsret. I modsætning hertil eller kontrollerer ListCo har Maersks A-aktier stemmeret, hvor Maersks B-aktier hverken har stemme- eller repræsentationsret. Ved Spaltningens gennemførelse vil APMH eje 41,62% af aktiekapitalen og stemmerettighederne i ListCo, A.P. Møller og Hustru Chastine Mc-Kinney Møllers Familiefond (“Familiefonden”) vil eje 8,86% af aktiekapitalen og stemmerettighederne i ListCo, og den A.P. Møllerske Støttefond (“Støttefonden”) vil eje 3,12% af aktiekapitalen og stemmerettighederne i ListCo. Dette forudsætter, at der ikke er væsentlige ændringer i deres aktiebesiddelser på Registreringsdatoen, og at der ikke er væsentlige ændringer i Maersks beholdning af egne aktier på Registreringsdatoen. APMH har oplyst Maersk Drilling- koncernen om sin hensigt om at overdrage sine Aktier i ListCo til sit 100%-ejede datterselskab APMH Invest A/S (“APMH Invest”) efter Spaltningens gennemførelse. Alle Aktier vil have samme rettigheder og være ligestillet blandt andet med hensyn til stemmeret. Bortset fra som anført ovenfor er Ledelsen ikke bekendt med nogen person, der direkte eller indirekte vil eje en andel af ListCos aktiekapital eller stemmerettigheder, der skal gives meddelelse om efter dansk ret. For yderligere oplysninger om de ovennævnte aktionærer henvises til afsnit E.5.

B.7 Udvalgte regnskabs- og Nedenstående udvalgte konsoliderede regnskabsoplysninger, bestående af virksomhedsoplysninger udvalgte konsoliderede resultatopgørelser, balancer og pengestrømsopgørelser, er uddraget af de Konsoliderede Regnskaber. De udvalgte hoved- og nøgletal nedenfor, som ikke er defineret i IFRS, er uddraget af Maersk Drilling- koncernens almindelige registreringer og driftssystemer.

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Resultatopgørelse

Regnskabsåret 2018 2017 2016 (i USD mio.) Omsætning ...... 1.429 1.439 2.297 Omkostninger ...... (818) (756) (916) Resultat før afskrivninger, nedskrivninger/tilbageførsler og særlige poster ...... 611 683 1.381 Særlige poster ...... (16) 2 16 Resultat før afskrivninger, nedskrivninger/tilbageførsler . 595 685 1.397 Afskrivninger ...... (403) (468) (589) Nedskrivninger/tilbageførsler . . . 810 (1.769) (1.510) Resultatandel i joint venture . . . (1) — — Resultat før finansielle poster . 1.001 (1.552) (702) Finansielle omkostninger, netto . (12) (19) (89) Resultat før skat ...... 989 (1.571) (791) Skat ...... (48) 49 1 Årets resultat ...... USD 941 USD (1.522) USD (790) Resultat pr. aktie, USD ...... 1.882 (3.044) (1.580) Udvandet resultat pr. aktie, USD 1.882 (3.044) (1.580)

Balance

Pr. 31. december 2018 2017 2016 (i USD mio.) Aktiver Langfristede aktiver i alt ...... 4.906 4.377 6.130 Kortfristede aktiver i alt ...... 808 3.875 5.079 Aktiver i alt ...... 5.714 8.252 11.209 Passiver Egenkapital i alt ...... 3.810 6.209 8.757 Låntagning, langfristet ...... 1.375 — 1.939 Andre langfristede forpligtelser ...... 62 70 109 Langfristede forpligtelser i alt ...... 1.437 70 2.048 Låntagning, kortfristet ...... 95 1.632 14 Andre kortfristede forpligtelser ...... 372 341 390 Kortfristede forpligtelser i alt ...... 467 1.973 404 Forpligtelser i alt ...... 1.904 2.043 2.452 Passiver i alt ...... 5.714 8.252 11.209

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Pengestrømsopgørelse

Regnskabsåret 2018 2017 2016 (i USD mio.) Pengestrøm fra driftsaktiviteter ...... 593 652 1.363 Pengestrøm vedrørende investeringsaktiviteter . (136) (448) (328) Pengestrøm vedrørende finansieringsaktiviteter . (134) (615) (599) Årets nettopengestrøm ...... 323 (411) 436

Vigtige hoved- og nøgletal, som ikke er defineret i IFRS

Regnskabsåret 2018 2017 2016 (i USD mio.) EBITDA før særlige poster(1) (ikke-IFRS) ...... 611 683 1.381 EBITDA(2) (ikke-IFRS) ...... 595 685 1.397 Nettogæld (tilgodehavende)(3) (ikke-IFRS) ...... 1.097 (1.809) (2.668) Anlægsinvesteringer(4) ...... 182 520 307 Heraf Anlægsinvesteringer i Nybygninger (ikke-IFRS) . — 450 231 Heraf Anlægsinvesteringer i Vedligeholdelse (ikke-IFRS) ...... 146 62 7 Heraf Øvrige Anlægsinvesteringer (ikke-IFRS) ...... 36 8 69 Justerede frie pengestrømme(5) (ikke-IFRS) ...... 457 593 1,267 EBITDA-margin før særlige poster(1) (ikke-IFRS) . . . . . 43% 47% 60% Cash conversion(6) (ikke-IFRS) ...... 100% 95% 98% Aktivernes omsætningshastighed(7) (ikke-IFRS) . . . . . 31% 28% 33% Egenkapitalandel(8) (ikke-IFRS) ...... 67% 75% 78% Nettogæld (tilgodehavende) / EBITDA før særlige poster (ikke-IFRS) ...... 1,8 (2,6) (1,9)

(1) EBITDA før særlige poster svarer til Resultat før afskrivninger, nedskrivninger/ tilbageførsler og særlige poster i resultatopgørelsen. Der henvises til afsnittet “Operating and Financial Review—Use of Non-IFRS Financial Measures” for en afstemning af EBITDA før særlige poster til det nærmeste IFRS-resultatmål for de anførte perioder. EBITDA-margin før særlige poster er defineret som Resultat før afskrivninger, nedskrivninger/tilbageførsler og særlige poster divideret med omsætningen. (2) EBITDA svarer til resultat før afskrivninger, nedskrivninger/tilbageførsler i resultatopgørelsen. Der henvises til afsnittet “Operating and Financial Review—Use of Non-IFRS Financial Measures” for en afstemning af EBITDA til det nærmeste IFRS-resultatmål for de anførte perioder. (3) Nettogæld (tilgodehavende) defineres som det til enhver tid værende samlede beløb af rentebærende gæld (bestående af låntagning og kortfristet og langfristet del af den langfristede gæld) minus det samlede beløb af likvide beholdninger og rentebærende tilgodehavender. Nettogæld/EBITDA før særlige poster defineres som nettogæld divideret med EBITDA før særlige poster. Der henvises til afsnittet “Operating and Financial Review—Use of Non-IFRS Financial Measures”.

(4) Anlægsinvesteringer defineres som investeringer i materielle og immaterielle anlægsaktiver, herunder tilgang fra virksomhedssammenslutninger. Anlægsinvesteringer i Nybygninger består af investeringer i nye rigge. Anlægsinvesteringer i Vedligeholdelse består af investeringer til vedligeholdelse af de langfristede aktivers driftsmæssige stand, herunder overholdelse af lovgivningsmæssige krav, samt omsætteligheden af riggene på det nuværende niveau. Øvrige Anlægsinvesteringer består af alle øvrige investeringer, herunder omkostninger til at forbedre riggenes driftsmæssige stand og omsættelighed. Der evalueres en række faktorer ved fastsættelsen af, hvorvidt en specifik anlægsinvestering klassificeres som anlægsinvesteringer i vedligeholdelse eller øvrige anlægsinvesteringer. Der henvises til afsnittet “Operating and Financial Review—Use of Non-IFRS Financial Measures”. (5) Justerede frie pengestrømme defineres som pengestrøm fra driftsaktiviteter fratrukket pengestrøm vedrørende investeringsaktiviteter justeret for pengestrøm

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vedrørende nybygninger og provenu fra salg af aktiviteter. Der henvises til afsnittet “Operating and Financial Review—Use of Non-IFRS Financial Measures”. (6) Cash conversion defineres som pengestrøm fra driftsaktiviteter i procent af EBITDA. (7) Aktivernes omsætningshastighed defineres som omsætning i procent af gennemsnitlige immaterialle og materialle anlægsaktiver for indeværende og tidligere år.

(8) Egenkapitalandel defineres som egenkapitalen i procent af aktiver i alt. Regnskabsåret 2018 sammenlignet med regnskabsåret 2017 Omsætningen faldt med USD 10 mio., eller 1%, til USD 1.429 mio. i regnskabsåret 2018 fra USD 1.439 mio. i regnskabsåret 2017, primært som følge af lavere gennemsnitlige dagsrater, særligt i segmentet Floaters, som delvist blev opvejet af en højere udnyttelsesgrad. Den samlede flådeudnyttelse steg fra 66% i regnskabsåret 2017 til 69% i regnskabsåret 2018, mens den gennemsnitlige dagsrate faldt fra USD 258 tusinde i regnskabsåret 2017 til USD 237 tusinde i regnskabsåret 2018. Omsætningen i segmentet Jack-up rigge steg med USD 6 mio., eller 1%, til USD 896 mio. i regnskabsåret 2018 fra USD 890 mio. i regnskabsåret 2017, hvilket skyldes, at Maersk Invincible var på kontrakt i hele 2018, hvilket delvist blev opvejet af Mærsk Innovator, som var på kontrakt i Storbritannien i stedet for i Norge. Flådeudnyttelsen steg fra 71% i regnskabsåret 2017 til 73% i regnskabsåret 2018. Den gennemsnitlige dagsrate faldt fra USD 227 tusinde i regnskabsåret 2017 til USD 213 tusinde i regnskabsåret 2018, hvilket primært kunne henføres til, at Mærsk Innovator blev flyttet fra Norge til Storbritannien. Omsætningen i segmentet Floaters faldt med USD 11 mio., eller 2%, til USD 530 mio. i regnskabsåret 2018 fra USD 541 mio. i regnskabsåret 2017, hvilket primært skyldes færdiggørelsen af kontrakten på Maersk Viking i den Mexicanske Golf i starten af 2018, men som delvist blev opvejet af flere kontraherede dage fra kontrakten på Maersk Venturer i Ghana samt kontrakten på Mærsk Developer i Trinidad. Flådeudnyttelsen steg fra 56% i regnskabsåret 2017 til 62% i regnskabsåret 2018. Den gennemsnitlige dagsrate faldt fra USD 333 tusinde i regnskabsåret 2017 til USD 293 tusinde i regnskabsåret 2018, hvilket primært kunne henføres til færdiggørelsen af kontrakter indgået under mere favorable markedsforhold. Driftsomkostningerne steg med USD 44 mio., eller 6%, til USD 734 mio. i regnskabsåret 2018 fra USD 690 mio. i regnskabsåret 2017, primært som følge af højere aktivitet og udnyttelsesgrader, som delvist blev opvejet af effekten af de mange omkostningsbesparelsestiltag, der er implementeret i de senere år. Resultat før af- og nedskrivninger/tilbageførsler og særlige poster faldt med USD 72 mio., eller 11%, til USD 611 mio. i regnskabsåret 2018 fra USD 683 mio. i regnskabsåret 2017 af de ovenfor beskrevne årsager. Resultat før af- og nedskrivninger/tilbageførsler og særlige poster i segmentet Jack-up rigge faldt med USD 14 mio., eller 3%, til USD 459 mio. i regnskabsåret 2018 fra USD 473 mio. i regnskabsåret 2017. Resultat før af- og nedskrivninger/ tilbageførsler og særlige poster i segmentet Floaters faldt med USD 46 mio., eller 22%, til USD 163 mio. i regnskabsåret 2018 fra USD 209 mio. i regnskabsåret 2017. Afskrivninger faldt med USD 65 mio., eller 14%, til USD 403 mio. i regnskabsåret 2018 fra USD 468 mio. i regnskabsåret 2017 som følge af, at virkningen af nedskrivninger i tidligere år reducerede det beløb, der kunne afskrives. Afskrivninger i segmentet Jack-up rigge faldt med USD 33 mio., eller

9 Afsnit B—Udsteder

15%, til USD 193 mio. i regnskabsåret 2018 fra USD 226 mio. i regnskabsåret 2017. Afskrivninger i segmentet Floaters faldt med USD 33 mio., eller 14%, til USD 196 mio. i regnskabsåret 2018 fra USD 229 mio. i regnskabsåret 2017. Der blev tilbageført nedskrivninger på USD 810 mio. i regnskabsåret 2018 mod nedskrivninger på USD 1.769 mio. i regnskabsåret 2017 som følge af de forbedrede markedsudsigter for offshoreboreindustrien med øget aktivitet og forbedrede langsigtede udsigter. I segmentet Floaters udgjorde tilbageførte nedskrivninger USD 445 mio. i regnskabsåret 2018 mod nedskrivninger på USD 1.078 mio. i regnskabsåret 2017. I segmentet Jack-up rigge udgjorde tilbageførte nedskrivninger USD 365 mio. i regnskabsåret 2018 mod nedskrivninger på USD 691 mio. i regnskabsåret 2017. Årets resultat blev ændret med USD 2.463 mio. fra et underskud på USD 1.522 mio. i regnskabsåret 2017 til et overskud på USD 941 mio. i regnskabsåret 2018, hvilket afspejlede virkningen af nedskrivninger og tilbageførte nedskrivninger.

Regnskabsåret 2017 sammenlignet med regnskabsåret 2016 Omsætningen faldt med USD 858 mio., eller 37%, til USD 1.439 mio. i regnskabsåret 2017 fra USD 2.297 mio. i regnskabsåret 2016, hvilket primært skyldtes effekten af kontraktopsigelser, som beskrevet nedenfor, at flere rigge var oplagt og lavere dagsrater. Den samlede flådeudnyttelse faldt fra 80% i regnskabsåret 2016 til 66% i regnskabsåret 2017, mens den gennemsnitlige dagsrate faldt fra USD 361 tusinde i regnskabsåret 2016 til USD 258 tusinde i regnskabsåret 2017. Omsætningen i segmentet Jack-up rigge faldt med USD 122 mio., eller 12%, til USD 890 mio. i regnskabsåret 2017 fra USD 1.012 mio. i regnskabsåret 2016, da flere rigge var oplagt, lavere dagsrater og lavere refusionsberettigede omkostninger i kontrakterne. Flådeudnyttelsen faldt fra 82% i regnskabsåret 2016 til 71% i regnskabsåret 2017, primært som følge af en stigning i oplagte dage, mens den gennemsnitlige dagsrate faldt fra USD 249 tusinde i regnskabsåret 2016 til USD 227 tusinde i regnskabsåret 2017, hvilket primært kunne henføres til lavere dagsrater i nye kontrakter. Omsætningen i segmentet Floaters faldt med USD 725 mio., eller 57%, til USD 541 mio. i regnskabsåret 2017 fra USD 1.266 mio. i regnskabsåret 2016, primært som følge af indregningen af USD 345 mio. i 2016 vedrørende kontraktopsigelser, hvoraf USD 175 mio. vedrørte resten af de oprindelige kontraktperioder efter 31. december 2016 for Mærsk Deliverer og Maersk Valiant, samt at flere rigge var oplagt, en stigning i ikke-fakturérbar driftsmæssig nedetid, lavere realiserede gennemsnitlige dagsrater samt lavere omsætning fra andre særlige ydelser. Driftsomkostningerne faldt med USD 136 mio., eller 16%, til USD 690 mio. i regnskabsåret 2017 fra USD 826 mio. i regnskabsåret 2016, primært som følge af det igangværende effektiviseringsprogram og lavere omkostninger som følge af, at flere rigge var oplagt. Resultat før af- og nedskrivninger/tilbageførsler og særlige poster faldt med USD 698 mio., eller 51%, til USD 683 mio. i regnskabsåret 2017 fra USD 1.381 mio. i regnskabsåret 2016. Resultat før af- og nedskrivninger/tilbageførsler og særlige poster i segmentet Jack-up rigge faldt med USD 72 mio., eller 13%, til USD 473 mio. i regnskabsåret 2017 fra USD 545 mio. i regnskabsåret 2016 primært som følge af et fald i omsætningen, som delvist blev opvejet af et fald i driftsomkostningerne. Resultat før af- og nedskrivninger/tilbageførsler og særlige poster i segmentet Floaters faldt med USD 623 mio., eller 75%, til USD 209 mio. i regnskabsåret 2017 fra USD 832 mio. i regnskabsåret 2016

10 Afsnit B—Udsteder

primært som følge af kontraktopsigelser på Mærsk Deliverer og Mærsk Valiant i 2016, og da flere rigge var oplagt efter kontraktopsigelserne. Afskrivninger faldt med USD 121 mio., eller 21%, til USD 468 mio. i regnskabsåret 2017 fra USD 589 mio. i regnskabsåret 2016 som følge af, at virkningen af nedskrivninger reducerede det beløb, der kunne afskrives. Afskrivninger i segmentet Jack-up rigge faldt med USD 33 mio., eller 13%, til USD 226 mio. i regnskabsåret 2017 fra USD 259 mio. i regnskabsåret 2016. Afskrivninger i segmentet Floaters faldt med USD 89 mio., eller 28%, til USD 229 mio. i regnskabsåret 2017 fra USD 318 mio. i regnskabsåret 2016. Nedskrivninger steg med USD 259 mio., eller 17%, til USD 1.769 mio. i regnskabsåret 2017 fra USD 1.510 mio. i regnskabsåret 2016 som følge af nedskrivninger i såvel segmentet Jack-up rigge som segmentet Floaters som følge af fortsat udfordrende markedsforhold. Nedskrivninger i segmentet Jack-up rigge steg med USD 250 mio., eller 57%, til USD 691 mio. i regnskabsåret 2017 fra USD 441 mio. i regnskabsåret 2016 som følge af fortsat udfordrende markedsforhold, som medførte lavere dagsrater anvendt i prognoseperioden og anvendelse af riggene. Nedskrivninger i segmentet Floaters steg med USD 9 mio., eller 1%, til USD 1.078 mio. i regnskabsåret 2017 fra USD 1.069 mio. i regnskabsåret 2016 som følge af fortsat udfordrende markedsforhold, som medførte lavere dagsrater anvendt i prognoseperioden og anvendelse af riggene. Årets underskud steg med USD 732 mio., eller 93%, fra et underskud på USD 790 mio. i regnskabsåret 2016 til et underskud på USD 1.522 mio. i regnskabsåret 2017 af de ovenfor beskrevne årsager.

B.8 Udvalgte vigtige Ikke relevant. Der indgår ikke proforma-regnskabsoplysninger i Noterings- proforma- dokumentet. regnskabsoplysninger

B.9 Resultatforventninger De fremadrettede konsoliderede finansielle oplysninger for regnskabsåret eller skøn 2019 er udarbejdet med henblik på dette Noteringsdokument i overensstemmelse med Maersk Drilling-koncernens normale budget- og analyseprocedurer og på et grundlag, der er sammenligneligt med de historiske regnskabsoplysninger, som er medtaget andetsteds i Noteringsdokumentet. De fremadrettede finansielle oplysninger for Koncernen er dog baseret på en lang række skøn foretaget af Maersk Drilling-koncernen på baggrund af forudsætninger om fremtidige hændelser, som er forbundet med mange og væsentlige usikkerheder, f.eks. forårsaget af forretningsmæssige, økonomiske og konkurrence- mæssige risici og usikkerheder, der kan medføre, at Maersk Drilling-koncernens faktiske resultater afviger væsentligt fra de fremadrettede finansielle oplysninger præsenteret i Noterings- dokumentet. Forventninger til regnskabsåret 2019. Maersk Drilling-koncernens mål: • EBITDA før særlige poster (ikke-IFRS) på ca. USD 400 mio. • Anlægsinvesteringer på ca. USD 300 – 350 mio.

B.10 Modifikationer i Ikke relevant. Revisionspåtegningen på de historiske regnskabsoplysninger, revisionspåtegningen der er medtaget eller indgår i form af henvisninger i Noterings- vedrørende historiske dokumentet, er udstedt uden modifikationer. finansielle oplysninger.

B.11 Forklaring, hvis ListCos Ikke relevant. Pr. datoen for dette Noteringsdokument vurderer arbejdskapital ikke er Ledelsen, at Maersk Drilling-koncernens arbejdskapital, som omfatter

11 Afsnit B—Udsteder

tilstrækkelig til at ListCo fra sin stiftelse, er tilstrækkelig til at dække dets nuværende dække Maersk behov i mindst 12 måneder fra datoen for dette Noteringsdokument. Drilling-koncernens nuværende behov

Afsnit C—Værdipapirer

C.1 Beskrivelse af typen og Aktierne vil ikke blive inddelt i aktieklasser. klassen af Aktier, Aktierne vil blive registreret i den permanente ISIN-kode: DK0061135753. herunder eventuel fondskode

C.2 Aktiernes valuta Aktierne vil være denomineret i danske kroner (“DKK”).

C.3 Antallet af udstedte og Ved Spaltningens gennemførelse vil ListCos aktiekapital bestå af op til fuldt indbetalte Aktier 41.633.724 stk. Aktier a nominelt DKK 10, svarende til en samlet nominel og af udstedte, men værdi på op til DKK 416.337.240. Størrelsen på ListCos aktiekapital vil ikke fuldt indbetalte afhænge af antallet af egne aktier, som Maersk ejer på Registreringsdatoen Aktier for Spaltningen, da der i overensstemmelse med dansk lovgivning ikke vil blive udstedt eller tildelt nogen Aktier i ListCo til Maersk for egne aktier. Pr. 28. februar 2019 ejede Maersk egne aktier for en nominel værdi på DKK 55.515.000. Efter denne dato og forud for Generalforsamlingen kan Maersks beholdning af egne aktier ændre sig som følge af Maersks forpligtelser i henhold til incitamentsprogrammerne i Maersk. Alle Aktier vil være fuldt indbetalt.

C.4 En beskrivelse af Alle Aktier vil få samme rettigheder, herunder i forhold til stemmeret, Aktiernes rettigheder fortegningsret, indfrielse, konvertering og begrænsninger, i henhold til de foreslåede Vedtægter for ListCo. Ingen Aktier vil have særlige rettigheder. Hver Aktie a nominelt DKK 10 vil give indehaveren ret til én stemme på ListCos generalforsamling.

C.5 En beskrivelse af Ikke relevant. Aktierne vil være omsætningspapirer, og der vil ikke være eventuelle indskrænkninger i Aktiernes omsættelighed i henhold til ListCos indskrænkninger i foreslåede Vedtægter eller dansk lovgivning. Aktiernes omsættelighed

C.6 Optagelse til handel på Aktierne vil blive søgt optaget til handel og officiel notering på Nasdaq et reguleret marked Copenhagen efter Spaltningens godkendelse. Aktierne vil blive udstedt i den permanente ISIN-kode DK0061135753 og vil blive handlet under symbolet DRLCO. Første handels- og officielle noteringsdag for Aktierne på Nasdaq Copenhagen forventes at være den 4. april 2019.

C.7 En beskrivelse af Maersk Drilling-koncernen har godkendt en finanspolitik, som forventes udbyttepolitik at gælde for ListCo og sætte rammerne for enhver udbetaling af udbytte. Formålet med finanspolitikkens kapitalstrukturpolitik er at gøre det muligt for Maersk Drilling-koncernen at håndtere konjunkturfølsomheden i offshoreboreindustrien. Maersk Drilling-koncernen skal have tilstrækkelig med finansieringstilsagn for at understøtte forretningsstrategien samt en langsigtet finansieringshorisont for at minimere refinansieringsrisikoen og sikre en solid kapitalstruktur over konjunkturforløbet.

12 Afsnit C—Værdipapirer

For at fokusere på at skabe langsigtet værdi for aktionærerne, idet man tager højde for konjunkturfølsomheden i offshoreboreindustrien, skal allokeringen af de frie pengestrømme primært understøtte Maersk Drilling- koncernens langsigtede strategiske ambition. De frie pengestrømme allokeres derfor som følger: 1) Fastholdelse af en solid kapitalstruktur med tilstrækkelig finansiering til at understøtte forretningsstrategien 2) Forfølge investeringer, som tilfører langsigtet værdi til aktionærerne 3) Tilbagebetale overskydende kapital til aktionærerne via udbytte eller aktietilbagekøb. Der kan ikke gives sikkerhed for, at der i et givent år vil blive deklareret udbytte eller foretaget aktietilbagekøb, eller at ListCos økonomiske resultater vil gøre det muligt at overholde udbyttepolitikken. ListCos evne til at betale udbytte eller tilbagekøbe aktier kan blive begrænset af forskellige faktorer, herunder hvis nogle af de risici, der fremgår af dette Noteringsdokument, skulle indtræffe.

Afsnit D—Risici

D.1 Nøgleoplysninger om De nedenfor omtalte risikofaktorer og usikkerheder omfatter de risici, de vigtigste risici, der som Ledelsen vurderer kan være væsentlige, men det er ikke de eneste er specifikke for risikofaktorer og usikkerheder, Maersk Drilling-koncernen er eksponeret Maersk mod. Der er yderligere risikofaktorer og usikkerheder, herunder risici, Drilling-koncernen eller som Ledelsen på nuværende tidspunkt ikke er bekendt med, eller som dennes branche Ledelsen på nuværende tidspunkt anser for uvæsentlige, som kan opstå eller blive væsentlige i fremtiden og medføre en negativ indvirkning på Maersk Drilling-koncernens virksomhed, finansielle stilling og resultat og kan medføre et fald i Aktiernes værdi. Risikofaktorerne er ikke nævnt i prioriteret rækkefølge.

Risici relateret til Industrien, hvor Maersk Drilling-koncernen har aktiviteter • Industrien, hvor Maersk Drilling-koncernen har aktiviteter, er meget konkurrencepræget. • Industrien, hvor Maersk Drilling-koncernen har aktiviteter, er konjunkturfølsom i vid udstrækning som følge af ændringer i priserne på olie og naturgas og disse prisers indvirkning på Efterforsknings- og Produktionsselskabernes forbrug. • Offshoreboreindustrien, hvor Maersk Drilling-koncernen har aktiviteter, er og kan fortsat være præget af overkapacitet af tilgængelige rigge. • Offshoreboreindustrien kan være påvirket af og underlagt eksponering mod en række industrispecifikke risikofaktorer. • Et stigende breakeven-niveau for offshoreprojektudvikling kan få væsentlig negativ indvirkning på Maersk Drilling-koncernens virksomhed, finansielle stilling og resultat. • Maersk Drilling-koncernen er afhængig af eksterne under- leverandører til at færdiggøre visse dele af koncernens projekter, og driften kan blive negativt påvirket, hvis disse eksterne underleverandører leverer ydelser af dårlig kvalitet eller slet ikke leverer de aftalte ydelser.

13 Afsnit D—Risici

• Maersk Drilling-koncernen er afhængig af eksterne leverandører til levering af reservedele, mandskab og udstyr, og koncernens drift kan blive negativt påvirket af produktionsforstyrrelser hos leverandører, kvalitets- og indkøbsproblemer, prisstigninger eller konsolidering af leverandører. • Maersk Drilling-koncernens virksomhed indebærer en lang række driftsmæssige risici. Hvis der sker et væsentligt uheld eller en anden begivenhed, som ikke er fuldt dækket af Maersk Drilling-koncernens forsikringspolicer, eller som udgør et tab, der kan håndhæves eller er erstatningsberettiget, kan det få væsentlig negativ indvirkning på Maersk Drilling-koncernens virksomhed, finansielle stilling og resultat. • Maersk Drilling-koncernens rigge kan blive beskadiget eller ødelagt af voldsomme vejrforhold, og driften kan blive påvirket af voldsomme vejrforhold. • Den fysiske infrastruktur og logistiksystemerne i nogle af de områder, hvor Maersk Drilling-koncernen har aktiviteter, er i dårlig stand. • Maersk Drilling-koncernen vil måske ikke kunne holde trit med markante forandringer i den teknologiske udvikling. • Arbejdsforstyrrelser kan få væsentlig negativ indvirkning på Maersk Drilling-koncernens drift.

Kommercielle risici relateret til Maersk Drilling-koncernen • Markedsværdien af det udstyr, der i øjeblikket ejes af Maersk Drilling-koncernen, herunder rigge, Nybygninger og eventuelle yderligere rigge, som Maersk Drilling-koncernen måtte erhverve i fremtiden, kan falde. Det kan medføre, at Maersk Drilling-koncernen lider tab som følge af forringelse af den bogførte værdi, eller hvis koncernen beslutter at sælge aktiverne. • Eventuelle fremtidige Nybygningsprojekter i Maersk Drilling- koncernen kan indebære risici, som kan forårsage forsinkelser eller budgetoverskridelser og kan få væsentlig negativ indvirkning på Maersk Drilling-koncernens virksomhed, finansielle stilling og resultat. • Opgraderings-, renoverings- og reparationsprojekter indebærer risici, herunder forsinkelser og budgetoverskridelser, som kan få negativ indvirkning på Maersk Drilling-koncernens tilgængelige likviditet og resultat. • Der kan være grænser for Maersk Drilling-koncernens evne til at flytte rigge mellem geografiske områder, og varigheden af og de risici og omkostninger, der er forbundet med sådanne flytninger, kan være væsentlige for Maersk Drilling-koncernens virksomhed. • Genaktivering af oplagte rigge indebærer risici, herunder forsinkelser og budgetoverskridelser, som kan få negativ indvirkning på Maersk Drilling-koncernens tilgængelige likviditet og resultat. • Maersk Drilling-koncernen har og vil formentlig fremover have bestemte kundekoncentrationer, og tabet af en væsentlig kunde kan få negativ indvirkning på koncernens resultat. • Maersk Drilling-koncernen kan opleve lavere indtjening eller ikke fuldt ud realisere forventet fremtidig kontraktdækning

14 Afsnit D—Risici

(backlog) fra boreaktiviteter, hvis kunderne opsiger, ønsker at genforhandle eller ikke udnytter en option på at forlænge deres borekontrakter, eller hvis koncernen ikke sikrer sig nye borekontrakter. • Maersk Drilling-koncernens virksomhed, finansielle stilling og resultat kan blive negativt påvirket, hvis koncernen ikke laver præcise forudsætninger og skøn ved deltagelse i udbud vedrørende nye borekontrakter. • Maersk Drilling-koncernen er eksponeret mod kreditrisici forbundet med nøglekunder og visse andre eksterne parter. • Tab af nøglemedarbejdere eller manglende rekruttering eller fastholdelse af højt kvalificeret personale kan få væsentlig negativ indvirkning på Maersk Drilling-koncernens drift. • Maersk Drilling-koncernens lønomkostninger og dermed forbundne driftsomkostninger kan stige som følge af en række faktorer. • Maersk Drilling-koncernens drifts- og vedligeholdelsesomkostninger vil ikke nødvendigvis svinge i takt med ændringer i driftsomsætningen. • Maersk Drilling-koncernens succes afhænger i vid udstrækning af IT-systemer, og et angreb eller andet uheld med IT-systemerne eller et nedbrud heraf kan medføre driftsmæssige forstyrrelser, tyveri eller korruption af data, hvilket kan påføre Maersk Drilling-koncernen økonomisk skade eller omdømmeskade. • Skade på Maersk Drilling-koncernens omdømme og forretningsmæssige relationer kan få en negativ indvirkning, som rækker ud over en eventuel monetær forpligtelse. • Maersk Drilling-koncernen er eksponeret mod risici forbundet med at skabe og eksekvere nye forretningsmodeller, særlig når sådanne forretningsmodeller involverer en risikoprofil, aflønning, eller en økonomisk ordning, som er forskellig fra en konventionel borekontrakt. • Maersk Drilling-koncernens finansielle stilling kan blive væsentligt negativt påvirket, hvis Maersk Drilling-koncernen ikke formår at gennemføre eller integrere overtagne aktiver eller virksomheder. • Maersk Drilling-koncernen har tidligere foretaget og vil måske fremover foretage frasalg, der kan indebære risici og forpligtelser. • Maersk Drilling-koncernen er eksponeret mod risici forbundet med joint ventures og kapitalandele i associerede virksomheder.

Finansielle risici relateret til Maersk Drilling-koncernen • Maersk Drilling-koncernens fremtidige resultater kan afvige væsentligt fra det, der er udtrykt eller underforstået i de fremadrettede konsoliderede finansielle oplysninger indeholdt i dette Noteringsdokument, og investorer bør ikke lægge unødvendigt meget vægt på disse oplysninger. • Maersk Drilling-koncernen driver virksomhed i en kapitalkrævende industri, og dens fremtidige finansieringskilder er ikke nødvendigvis sikre. • Hvis Maersk Drilling-koncernen har for høj gearing, kan koncernen blive mere sårbar i tilfælde af en nedgang i virksomheden eller økonomien som helhed. Hvis Maersk Drilling-koncernen ikke er i

15 Afsnit D—Risici

stand til at overholde restriktionerne og de økonomiske vilkår i Låneaftalerne eller en fremtidig aftale om koncernens gæld, kan der desuden opstå en misligholdelse af vilkårene i disse aftaler, hvilket kan medføre en fremrykning af tilbagebetalingen af lånte midler. • Maersk Drilling-koncernens resultat er påvirket af valutakursudsving. • Renteudsving kan få indvirkning på Maersk Drilling-koncernens indtjening og pengestrømme.

Juridiske og regulatoriske risici relateret til Maersk Drilling-koncernen • Maersk Drilling-koncernen er underlagt komplekse love og regulering i forskellige jurisdiktioner, som kan få negativ indvirkning på de omkostninger og muligheder, der er forbundet med at drive virksomheden, og måden, hvorpå virksomheden drives. • Maersk Drilling-koncernen kan ifalde ansvar i henhold til vidtrækkende miljølove og -regulering samt ifalde kontraktuelt miljøansvar, hvilket kan få væsentlig negativ indvirkning på Maersk Drilling-koncernens virksomhed, finansielle stilling og resultat. • Maersk Drilling-koncernen har aktiviteter i forskellige jurisdiktioner og er således eksponeret mod en række risici, der naturligt forekommer i internationale aktiviteter, herunder politiske, civile eller økonomiske uroligheder. • Hvis Maersk Drilling-koncernen eller dens kunder ikke kan opnå eller forny de tilladelser og godkendelser, der kræves til boreaktiviteter, eller ikke er i stand til at overholde de regler, der kræves for at fastholde sådanne tilladelser og godkendelser, kan Maersk Drilling-koncernen blive tvunget til at ophøre med eller midlertidigt indstille sine aktiviteter, hvilket kan reducere koncernens lønsomhed. • Kompleksiteten og den fortsatte udvikling af lokale og internationale skatteregler og fortolkningen heraf samt kompleksiteten af Maersk Drilling-koncernens virksomhed kombineret med øget politisk og offentligt fokus på multinationale selskabers skattebetalinger kan eksponere Maersk Drilling-koncernen mod økonomiske risici og omdømmerisici. • Maersk Drilling-koncernens internationale aktiviteter øger compliance- relaterede risici forbundet med gældende anti-korruptionslovgivning. • Maersk Drilling-koncernens internationale aktiviteter øger compliance- relaterede risici forbundet med økonomiske sanktioner og handelssanktioner pålagt af USA, den Europæiske Union og andre jurisdiktioner. • Maersk Drilling-koncernens aktiviteter kræver, at der behandles personoplysninger, hvorved koncernen eksponeres mod compliance- relaterede risici forbundet med relevante databeskyttelseslove. • Storbritanniens udtrædelse af EU kan få negativ indvirkning på Maersk Drilling-koncernens virksomhed, finansielle stilling og resultat og kan medføre restriktioner eller pålæggelse af skatter og afgifter.

16 Afsnit D—Risici

• Regulering omkring drivhusgasser og klimaforandringer kan få negativ indvirkning på Maersk Drilling-koncernens virksomhed, finansielle stilling og resultat. • Maersk Drilling-koncernens drift er eksponeret mod en risiko for retstvister og andre juridiske og regulatoriske sager. • Konflikter vedrørende teknologi, som involverer Maersk Drilling- koncernen eller Maersk Drilling-koncernens leverandører eller underleverandører, kan påvirke Maersk Drilling-koncernens drift.

D.3 Nøgleoplysninger om • ListCo er underlagt en lovbestemt spaltningshæftelse for Maersks de vigtigste risici eksisterende forpligtelser. vedrørende • Hvis de væsentlige forudsætninger for skattestyrelsen godkendelse Spaltningen af Spaltningen som en skattefri transaktion ændrer sig, kan der opstå skatteforpligtelser for Maersk, ListCo og de Modtagende Aktionærer. • Udenlandske skattemyndigheder vil muligvis ikke godtage Spaltningens danske skattestatus. • Konsoliderede Regnskaber kan være forskellige fra Maersk Drilling-koncernens regnskabstal, hvis Maersk Drilling-koncernen havde været et uafhængigt selskab, og det afspejler ikke nødvendigvis den historiske eller fremtidige stilling af Maersk Drilling-koncernen som et særskilt børsnoteret selskab. • Pensionsforpligtelser og pensionsomkostninger efter Spaltningen vil måske afvige fra dem, der er vist i de Konsoliderede Regnskaber. • Maersk Drilling-koncernen kan blive ude af stand til, eller underlagt yderligere restriktioner på, fortsat at bruge en række varemærker, navne, navne på skibe og rigge og andre betegnelser, herunder “Maersk Drilling” som varemærke og selskabsnavn, den blå Maersk-farve og den syvtakkede stjerne, som i øjeblikket anvendes af Maersk Drilling-koncernen. • Der kan ikke gives sikkerhed for, at selskaber i Maersk Drilling-koncernen vil formå at indgå selvstændige aftaler som erstatning for visse rammeindkøbsaftaler under Maersk-koncernen. • Aftaleparter vil muligvis gøre bestemmelser om kontrolskifte eller overdragelsesbegrænsninger gældende i aftaler indgået af selskaber i Maersk Drilling-koncernen. • Ved Spaltningens gennemførelse bliver de større aktionærer i Maersk større aktionærer i ListCo, og de vil måske kunne få indvirkning på vigtige tiltag fra ListCos side, som kan være i modstrid med andre aktionærers interesser. • Handel med Maersk-aktier på eller omkring Skæringsdatoen og Registreringsdatoen for Spaltningen vil måske ikke give investorerne ret til at modtage ListCo-aktier i overensstemmelse med Spaltningens tidsplan. • Aktierne har ikke tidligere været handlet offentligt, der kan være en begrænset mængde Aktier i fri handel, og kursen på Aktierne kan være volatil og svinge betydeligt som reaktion på forskellige faktorer.

17 Afsnit D—Risici

• Fremtidige udstedelser eller salg af Aktier efter Spaltningen kan medføre et fald i markedskursen på Aktierne eller udvande en eventuel aktiebeholdning i ListCo for aktionærer, som ikke tilbydes, kan eller er villige til at deltage i et udbud. • Udsving i valutakursen på amerikanske dollars, som anvendes som ListCos rapporteringsvaluta, kan få væsentlig negativ indvirkning på værdien af aktiebeholdninger og/eller udbetalt udbytte. • Amerikanske ejere og andre udenlandske ejere af Aktier vil muligvis ikke kunne udnytte fortegningsrettigheder eller deltage i fremtidige fortegningsemissioner.

Afsnit E—Udbud

E.1 Spaltningens samlede Hverken Maersk eller ListCo modtager noget provenu i forbindelse med nettoprovenu og Spaltningen. Pr. 28. februar 2019 ejede Maersk desuden egne aktier i anslåede udgifter Maersk for en nominel værdi på DKK 55.515.000. Efter denne dato og forud for Generalforsamlingen kan Maersks beholdning af egne aktier ændre sig som følge af Maersks forpligtelser i henhold til incitamentsprogrammerne i Maersk. Der vil ikke blive allokeret Aktier i ListCo til Maersk for eventuelle egne aktier i forbindelse med Spaltningen. Udgifter forbundet med Spaltningen og Noteringen samt visse andre relaterede udgifter, der afholdes af Maersk Drilling-koncernen, forventes at udgøre ca. USD 5 mio. Hverken Maersk eller ListCo vil pålægge Modtagende Aktionærer udgifter i forbindelse med Spaltningen. Modtagende Aktionærer skal afholde sædvanlige transaktions- og ekspeditionsgebyrer, der opkræves af deres kontoførende institut.

E.2a Baggrund for Efter en strategisk gennemgang af Maersks fremtid, som blev Spaltningen og offentliggjort i september 2016, besluttede Maersks bestyrelse at anvendelse af provenu, opdele Maersk i to uafhængige divisioner—en integreret Transport & forventet nettoprovenu Logistics-division og en Energi-division, herunder Maersk Drilling-koncernen, hvor der skulle identificeres strukturelle løsninger med henblik på at udskille Energi-divisionen fra Maersk. Den 17. august 2018 offentliggjorde Maersk sin hensigt om at arbejde på en udskillelse af Maersk Drilling-koncernen som en selvstændig virksomhed gennem en Spaltning af Maersk, hvorved Maersk Drilling-koncernen udskilles som et nyt dansk aktieselskab, ListCo, som etableres som led i Spaltningen, og hvis aktier vil blive søgt optaget til handel og officiel notering på Nasdaq Copenhagen i 2019. Den 21. februar 2019 offentliggjorde Maersk sin beslutning om at fortsætte og indlede Spaltningen og Børsnoteringen, inklusive den påtænkte tidsplan, og den 4. marts 2019 offentliggjorde Maersk de lovpligtige spaltningsdokumenter. Spaltningen gennemføres med forbehold for godkendelse på Maersks Generalforsamling, som afholdes den 2. april 2019. Hverken Maersk eller ListCo vil modtage nogen Aktier som følge af Spaltningen, og hverken Maersk eller ListCo vil modtage noget provenu som følge af Spaltningen, da der ikke sælges nye aktier i ListCo i forbindelse med Spaltningen.

18 Afsnit E—Udbud

E.3 Spaltningsbetingelser Aktionærerne i Maersk pr. Registreringsdatoen for Spaltningen vil forblive aktionærer i Maersk, men vil også blive aktionærer i ListCo ved Spaltningens gennemførelse. Ved Spaltningens gennemførelse vil Aktierne blive fordelt forholdsmæssigt i forholdet 1:2 til de Modtagende Aktionærer, der ejer Maersk-aktier med en pålydende værdi på DKK 1.000, og fordelt forholdsmæssigt i forholdet 1:1 til de Modtagende Aktionærer, der ejer Maersk-aktier med en pålydende værdi på DKK 500. Hver aktie med en pålydende værdi på DKK 1.000 (med fondskoderne DK0010244425 (A-aktier) og DK0010244508 (B-aktier)) i Maersk, som ejes på Registreringsdatoen for Spaltningen, vil berettige indehaveren til at modtage to (2) Aktier a nominelt DKK 10, og hver aktie med en pålydende værdi på DKK 500 (med fondskoderne DK0015996235 (A-aktier) og DK0015996318 (B-aktier)) i Maersk, som ejes på Registreringsdatoen for Spaltningen, vil berettige indehaveren til at modtage én (1) Aktie a nominelt DKK 10. Aktierne forventes at blive udstedt omkring den 2. april 2019 og leveret elektronisk gennem clearingsystemerne, som drives af VP Securities eller Euroclear og Clearstream, afhængigt af de Modtagende Aktionærers depotaftale med deres kontoførende institut, omkring den 8. april 2019. Modtagende Aktionærer, som er noteret på navn eller via nominee i Maersks ejerbog, vil også blive noteret på navn henholdsvis via nominee i ListCos ejerbog. Efter registrering i VP Securities vil Modtagende Aktionærer modtage meddelelse om det antal Aktier, de har fået tildelt i ListCo, fra VP Securities eller deres kontoførende institut. De Modtagende Aktionærer skal ikke foretage sig noget i forbindelse med udstedelsen af Aktierne efter Spaltningen. Med forbehold for godkendelse på Generalforsamlingen vil Spaltningen blive gennemført efter registrering af Spaltningen hos Erhvervsstyrelsen. Generalforsamlingen er indkaldt til den 2. april 2019. Spaltningen skal i henhold til lovbekendtgørelse nr. 1089 af 14. september 2015 om aktie- og anpartsselskaber (selskabsloven) med senere ændringer (“Selskabsloven”) og Maersks vedtægter godkendes af et flertal på mindst ni tiendedele (9/10) af de afgivne stemmer på A-aktierne og den på Generalforsamlingen repræsenterede A-aktiekapital. Derudover indeholder Maersks vedtægter et krav om et quorum, som betyder, at mindst tre fjerdedele (3/4) af Maersks stemmeberettigede A-aktier skal være repræsenteret på Generalforsamlingen (quorum). Hvis dette quorumkrav ikke opfyldes, kan forslaget vedtages på en efterfølgende generalforsamling, som indkaldes inden for tre måneder, med et tilsvarende flertal på mindst ni tiendedele (9/10) af de afgivne stemmer på A-aktierne og den på denne generalforsamling repræsenterede A-aktiekapital, men dog af mindst halvdelen af hele A-aktiekapitalen i Maersk. Som led i Spaltningen vil Maersk og ListCo hæfte for de forpligtelser, som henholdsvis Maersk og ListCo havde på tidspunktet for Erhvervsstyrelsens offentliggørelse af Spaltningsplanen, dvs. pr. 4. marts 2019, i overensstemmelse med reglerne i Selskabslovens § 254, stk. 2. ListCos forpligtelse kan maksimalt udgøre et beløb svarende til nettoværdien pr. 4. marts 2019 af de aktiver og forpligtelser, der er indskudt i ListCo, mens Maersks forpligtelse maksimalt kan udgøre et beløb svarende til nettoværdien af de aktiver og forpligtelser, der forbliver i Maersk pr. 4. marts 2019.

19 Afsnit E—Udbud

Skattestyrelsen har godkendt Spaltningen som en skattefri transaktion i henhold til bestemmelserne i fusionsskatteloven. Forudsat at Skattestyrelsens betingelse og væsentlige forudsætninger opfyldes, vil Spaltningen ikke medføre beskatning af Maersk eller de danske Modtagende Aktionærer.

E.4 Væsentlige interesser i Ledelsen og Nøglemedarbejderne i Maersk Drilling-koncernen ejer pr. Spaltningen, herunder datoen for dette Noteringsdokument 4.518 stk. aktier i Maersk med en interessekonflikter pålydende værdi på DKK 1.000. Direktionen og Nøglemedarbejdere forventes at blive tildelt visse aktiebaserede finansielle instrumenter i forlængelse af gennemførelsen af Spaltningen i forbindelse med etableringen af ListCos aktiebaserede incitamentsprogrammer, hvilket vil blive meddelt af ListCo i en selskabsmeddelelse. Der er ingen medlemmer af Ledelsen eller nogen af Nøglemedarbejderne, som direkte eller indirekte ejer mere end 5% af ListCos aktiekapital. APMH Invest ejer ca. 20% af aktiekapitalen og stemmerettighederne i Danske Bank A/S, som er en Joint Global Coordinator. APMH Invest er 100% ejet af Maersks aktionær med bestemmende indflydelse, APMH, som igen er 100%-ejet af A.P. Møller Fonden. APMH har tilkendegivet, at det er APMH’s hensigt at overdrage sine Aktier til APMH Invest efter Spaltningen. Nogle af Bankerne og deres respektive tilknyttede virksomheder har desuden fra tid til anden været involveret i og kan i fremtiden involvere sig i forretningsbankvirksomhed, investeringsbankvirksomhed og finansielle rådgivningstransaktioner og -ydelser som led i deres sædvanlige aktiviteter med ListCo eller Maersk eller enhver af ListCos eller Maersks respektive nærtstående parter. For visse af disse transaktioner og ydelser gælder det, at informationsdeling generelt er underlagt restriktioner af hensyn til fortrolighed, interne procedurer eller gældende regler og forskrifter. Bankerne har modtaget og vil modtage sædvanligt honorar og provision for disse transaktioner og ydelser og vil muligvis få interesser, der ikke er forenelige med eller eventuelt kunne være i modstrid med potentielle investorers og ListCos interesser. 1) DNB Bank ASA og Nordea Bank Abp, Filial i Norge er hver især bookrunners, bemyndigede lead arrangers og coordinators, og 2) BNP Paribas, Danske Bank A/S og ING Bank N.V. er bookrunners og bemyndigede lead arrangers i henhold til Maersk Drilling-koncernens syndikerede låneaftale (den “Syndikerede Låneaftale”) og har i denne egenskab et kommercielt forhold til og økonomisk interesse i Maersk Drilling-koncernen. Bortset fra som anført ovenfor er Ledelsen ikke bekendt med nogen væsentlige interesser eller væsentlige interessekonflikter for så vidt angår Spaltningen.

E.5 Sælgende Aktionærer Sælgende Aktionærer og Lockup-aftaler Ikke relevant. Der er ingen sælgende aktionærer i forbindelse med Spaltningen.

Lockup-aftaler Forud for godkendelsen af Spaltningen den 2. april 2019 forventes det, at APMH og APMH Invest vil indvilge i Lockup-forpligtelsen med Joint Global Coordinators, i henhold til hvilken de i en periode på 360 kalenderdage efter første handels- og officielle noteringsdag for Aktierne ikke vil: 1) udbyde, pantsætte, sælge, indgå aftale om at sælge, sælge en option eller kontrakt om salg, tildele en option, rettighed eller warrant til at købe, udlåne eller på anden måde direkte eller indirekte overdrage eller

20 Afsnit E—Udbud

afhænde nogen Aktier, som APMH har modtaget som led i Spaltningen (“Lockup-aktierne”) eller nogen værdipapirer, der kan konverteres eller udnyttes til eller ombyttes med Lockup-aktierne, eller 2) indgå en swap eller anden aftale, hvorved der helt eller delvis overdrages nogen af de økonomiske konsekvenser ved ejerskab af Lockup-aktierne, uanset om en sådan transaktion, der er beskrevet i 1) ovenfor, afregnes ved levering af Lockup-aktier eller værdipapirer, der kan konverteres eller udnyttes til eller ombyttes med Lockup-aktierne. Der gælder visse almindelige undtagelser for Lockup-forpligtelsen, herunder APMH’s påtænkte overdragelse af Aktier til APMH Invest.

E.6 Beløb og procentdel Ikke relevant. Spaltningen vil ikke medføre nogen nominel udvanding. for umiddelbar De Modtagende Aktionærer vil få den samme forholdsmæssige nominelle udvanding som følge af ejerandel i ListCo i forbindelse med Spaltningen, som de har i Maersk på Spaltningen Registreringsdatoen for Spaltningen, med undtagelse af, at den samlede aktiekapital og fordeling vil tage højde for, at der ikke vil blive tildelt Aktier i ListCo til Maersk for dets egne aktier i overensstemmelse med dansk lovgivning. Aktieklassestrukturen i ListCo vil bestå af én aktieklasse og vil således være forskellig fra A- og B-aktieklassestrukturen i Maersk. Alle Aktier i ListCo vil have samme stemmerettigheder, og de Modtagende Aktionærer vil således ikke få de samme forholdsmæssige stemmerettigheder i ListCo, som de har i Maersk pr. Registreringsdatoen for Spaltningen.

E.7 Anslåede udgifter, som Ikke relevant. Hverken Maersk eller ListCo vil pålægge Modtagende investor pålægges af Aktionærer udgifter. Modtagende Aktionærer skal afholde sædvanlige ListCo eller Maersk transaktions- og ekspeditionsgebyrer, der opkræves af deres kontoførende institut.

21 English Summary Summaries are made up of disclosure requirements known as “Elements”. These Elements are numbered in Sections A – E (A.1 – E.7). This summary contains all the Elements required to be included in a summary for this type of security and issuer under the Prospectus Regulation no. 486/2012, as amended. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of security and issuer, it is possible that no relevant information can be given regarding the Element. In this case, a short description of the Element is included in the summary with the mention of “not applicable”.

Section A—Introduction and Warnings

A.1 Warning to investors This summary should be read as an introduction to this Listing Document. In making a decision with regard to the Demerger, Receiving Shareholders must rely on their own assessment of the Demerger and the Maersk Drilling Group including, but not limited to, the information contained in this Listing Document and the merits and risks involved as well as the legal basis and consequences of the Demerger, and including possible tax consequences that may apply. This also applies to subsequent information published by ListCo in relation to any subsequent transaction in the Shares entered into by Receiving Shareholders or any potential future investors. Where a claim relating to the information contained in the Listing Document is brought before a court, under the national legislation of the EEA member states, the plaintiff investor might have to bear the costs of translating this Listing Document before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary, including any translation thereof, but only if this summary is misleading, inaccurate or inconsistent when read together with the other parts of the Listing Document or it does not provide, when read together with the other parts of the Listing Document, key information in order to aid Receiving Shareholders in making their decision with regard to the Demerger or any subsequent transaction.

A.2 Consent for Not applicable. No agreement has been made in regard to the use of the intermediaries Listing Document in connection with a subsequent resale or final placement of the Shares by any financial intermediary.

Section B—Issuer

B.1 Legal and ListCo will be registered with the legal name The Drilling Company of 1972 commercial name A/S and will not have any registered secondary names. For certain business operations Maersk, A.P. Møller Holding A/S (“APMH”) and MDH will enter into a Branding Agreement regarding the Maersk Drilling Group’s future use of a number of trademarks, names, vessels and rig names and other designations including “Maersk Drilling”, the Maersk blue colour and the seven-pointed star. The Branding Agreement does not give right to use the Maersk trademarks in ListCo’s legal name.

B.2 Domicile, legal form, ListCo will be registered under Danish law with the Danish Business country of Authority as a public limited liability company (in Danish: “Aktieselskab”) incorporation upon completion of the Demerger. The registration number will, subject to approval at the General Meeting, be included in the company announcements planned to be issued by ListCo and Maersk on 2 April 2019 upon completion of the Demerger. ListCo will have its registered

22 Section B—Issuer

office at Lyngby Hovedgade 85, DK-2800 Kgs. Lyngby in the municipality of Lyngby-Taarbæk, Denmark.

B.3 Current operations The Maersk Drilling Group was established in 1972 as part of the Maersk and principal Group and is incorporated in Denmark with its headquarters located in activities Lyngby, Denmark. The Maersk Drilling Group is part of the global offshore contract drilling industry providing offshore drilling services to E&P Companies in support of their (upstream) exploration and development activities. The Maersk Drilling Group owns and operates a modern fleet of offshore rigs and generates revenue by leasing rigs and providing services to E&P Companies. The Maersk Drilling Group’s business consists of two operating segments: (i) jack-up rigs and (ii) floating rigs (“floaters”), which includes the Maersk Drilling Group’s drillships and semi-submersible rigs. The Maersk Drilling Group has one of the youngest and most advanced fleets of jack-up rigs and floaters in the world and operates worldwide, including in the North Sea (where the Maersk Drilling Group has a market-leading presence), South East Asia, West and North Africa, the Caspian Sea, and Latin America. As of 15 February 2019, the Maersk Drilling Group’s fleet comprised 23 rigs in two different operating segments (each segment is reported separately): • Jack-up rigs. Of the 15 jack-up rigs, the Maersk Drilling Group operates: (i) eight ultra harsh environment jack-up drilling rigs—five are operating and one is preparing for contract in the Norwegian part of the North Sea, one is operating and one is warm-stacked in the UK part of the North Sea; (ii) four harsh environment jack-up rigs, of which two are operating in the Dutch part of the North Sea, one is operating and one is preparing for contract in the UK part of the North Sea; (iii) two premium jack-up rigs, of which one is operating in Brunei and one is cold-stacked in Singapore; and (iv) one accommodation jack-up rig operating in the Danish part of the North Sea. • Floaters. Of the eight floaters, the Maersk Drilling Group operates: (i) four drillships, of which three are operating offshore in Ghana and one is warm-stacked in the Gulf of Mexico; and (ii) four semi-submersible rigs, of which one is operating in Egypt, one is operating in the Caspian Sea, one is preparing for contract in Timor-Leste and one is warm-stacked in Trinidad and Tobago. In addition, one jack-up rig (Mærsk Giant) is currently held-for-sale and cold stacked in Denmark ahead of disposal, with the sale expected to be completed during 2019. Warm-stacked rigs are rigs expected to be idle for a short-term period and are not under contract but are available for prompt use with minor preparation. Normal maintenance operations are conducted so the rig remains work ready. Key members of the crew are retained and the rig is actively marketed and considered part of the marketable supply. Cold-stacked rigs are rigs not expected to be utilised in the near-term, the crew is not on board and power systems have been turned off. For the year ended 31 December 2018, jack-up rigs accounted for approximately 63% of total Maersk Drilling Group revenue and floaters accounted for 37% of total Maersk Drilling Group revenue.

23 Section B—Issuer

B.4a Description of the The price of Brent crude oil, an international benchmark, traded between most significant $85.82 per barrel (“bbl”) and $53.13/bbl in 2018, ending the year at recent trends $53.13/bbl. It averaged $71.69/bbl for the year, representing an increase affecting the Maersk of approximately 31% when compared to 2017 (Thomson Reuters Drilling Group and Datastream). the industries in Supported by higher oil prices, customers exploring for or producing oil which it operates and/or natural gas (“E&P Companies”) have reported increasing free cash flows as well as relatively deleveraged balance sheets. As part of rebalancing their cash flows, the E&P Companies have over the past years reduced their expenditures (“E&P spending”) thereby adversely impacting the volumes of oil and gas discoveries. Reduced E&P spending furthermore impacted negatively the volumes of discovered oil and gas resources sanctioned for development. Since 2014, the break-even oil price for offshore project developments has been substantially lowered as a result of (i) pricing, (ii) efficiency, (iii) standardisation, and (iv) design simplicity. The increasing use of technological and digital deployment has been fundamental in such improvements in break-even levels. Further, the key component in the structural reduction of offshore project development costs has been the advent of industry initiatives concerning collaboration between E&P Companies and oil and gas service providers. In recent years, E&P Companies further displayed appetite for integrated offerings on part of service providers—for instance, drilling contractors in the exploration and development phase—as a means to reduce waste and inefficiencies throughout the value chain, ultimately reducing project costs and ensuring the economic viability of their projects under a broader range of oil price scenarios. Driven by E&P Companies’ improved cash flows, reduced rate of resource discoveries and project sanctioning, and set against the backdrop of relative cost compression of offshore projects, confidence in a broad-based, sustainable recovery in offshore spending by E&P Companies strengthened in 2018. Global offshore E&P spending external to E&P Companies is forecast to grow by 4% in 2019 to approximately $205 billion, and then again by 9% in 2020 to approximately $222 billion (Rystad Energy DCube). The anticipation of an uptick in E&P spending filtered through to the offshore drilling industry in 2018. For the year ended 31 December 2018, total utilisation levels for the global fleet stood at approximately 61%—approximately 63% for jack-up rigs and 58% for floaters. For jack-up rigs and floaters as well as the entire fleet, this represents approximately a 4% increase compared to 2017 (IHS Petrodata). E&P Companies’ demand for offshore drilling rigs rose to approximately 480 rigs years in 2018, representing an increase of approximately 2.5% when compared to the previous year. This moderate increase in rig demand was entirely driven by growth in demand for jack-up rigs of more than 4%, as the demand for floaters contracted by approximately 2% in 2018 (IHS Petrodata). Contractors continued to taper offshore drilling rig supply, as 37 jack-up rigs and 20 floaters were scrapped during the year, bringing the total to 85 and 119, respectively (IHS Petrodata). Leading indicators further provide support for future drilling activity, as buoyant tendering activity translated into an increase in awarded contracts for two consecutive years through to 2018.

24 Section B—Issuer

This confluence of favourable conditions translated into a marginal uptick in day rates for new mutual fixtures for both jack-up rigs and floaters in 2018; average day rates on a global basis, however, remained significantly below pre-crisis levels seen in 2014. Day rates on new mutual fixtures for rigs operating in niche areas (e.g., the Norwegian part of the North Sea) were comparatively improved, reflecting the underlying positive supply and demand fundamentals vis-à-vis other offshore regions.

B.5 Description of the ListCo will in connection with its incorporation and as part of completion Maersk Drilling of the Demerger become the parent company of the Maersk Drilling Group and ListCo’s Group. ListCo will hold all shares of MDH, the property Dyrekredsen 20A, position within the DK-5700 Svendborg, Egense By, Egense (with related service agreement Maersk Drilling with Maersk Training A/S for the operation of the hotel located on the Group property), and will assume other assets and liabilities directly related to Maersk’s drilling operations, including all obligations under the parent guarantees or similar guarantee commitments provided by Maersk in favour of the Maersk Drilling Group, as further described in the Demerger Plan. All other activities, assets, rights and liabilities of Maersk not assigned to ListCo in the Demerger Plan, will remain with Maersk. Following the Demerger, Maersk and ListCo will each operate as a separate company and neither Maersk nor ListCo will retain any direct shareholding in the other or in any subsidiaries of ListCo or Maersk, respectively, except for the 50:50 joint venture Maersk Decom A/S with Maersk Supply Service A/S, a Maersk subsidiary, as well as Maersk Drilling Nigeria Operations Limited (in voluntary liquidation), which is jointly owned by a Maersk Group entity and a Maersk Drilling Group entity. The following table sets forth the material direct or indirect subsidiaries of ListCo upon completion of the Demerger:

Direct and indirect ownership interest and Country of voting rights Entity Name incorporation (%) Maersk Drilling Holding A/S (MDH) . . Denmark 100% Maersk Drilling A/S ...... Denmark 100% Maersk Highlander UK Ltd ...... England and Wales 100% Maersk Drilling Holdings Singapore Pte ...... Singapore 100% Maersk Drillship IV Singapore Pte . . . Singapore 100% Maersk Drilling Deepwater A/S . . . . . Denmark 100% Maersk Intrepid Norge A/S ...... Denmark 100% Maersk Integrator Norge A/S ...... Denmark 100% Maersk Interceptor Norge A/S . . . . . Denmark 100% Maersk Invincible Norge A/S ...... Denmark 100% The Maersk Drilling Group has selected the material subsidiaries on the basis of a commercial materiality assessment, primarily focusing on (i) where revenue is generated, (ii) where a substantial part of the Maersk Drilling Group’s assets are held and (iii) entities that are considered of strategic importance. The material subsidiaries represented 81% of the Maersk Drilling Group’s total revenue and 94% of the Maersk Drilling Group’s total EBITDA (non-IFRS) for the financial year ended 31 December 2018 and 87% of the Maersk Drilling Group’s total assets as of 31 December 2018.

25 Section B—Issuer

B.6 Persons who, directly The initial shareholders of ListCo will be identical to the shareholders of Maersk or indirectly, have an as of the Demerger Record Date. However, ListCo’s share class structure will be interest in ListCo’s different from the A and B share class structure of Maersk. ListCo’s share capital capital or voting rights will consist of one share class with equal rights including voting and or have control over representation rights. On the contrary, Maersk’s A shares carry voting rights ListCo and Maersk’s B shares do not carry voting or representation rights. Upon completion of the Demerger, APMH will hold 41.62% of the share capital and the votes in ListCo, A.P. Møller og Hustru Chastine Mc-Kinney Møllers Familiefond (the “Family Foundation”) will hold 8.86% of the share capital and votes in ListCo, and den A.P. Møllerske Støttefond (the “Relief Foundation”) will hold 3.12% of the share capital and votes in ListCo. This assumes no material change of their shareholdings in Maersk on the Demerger Record Date and no material change in treasury shares held by Maersk on the Demerger Record Date. APMH has informed the Maersk Drilling Group of its intent to transfer its Shares in ListCo to its wholly owned subsidiary, APMH Invest A/S (“APMH Invest”), following completion of the Demerger. All Shares will have the same rights and rank pari passu in respect of, inter alia, voting rights. Other than as set out above, the Management is not aware that any person directly or indirectly who will own an interest in ListCo’s share capital or voting rights that would be notifiable under Danish law. For further information on the shareholders mentioned above, see item E.5.

B.7 Selected financial and The selected consolidated financial information comprising selected consolidated business information income statements, balance sheet and cash flow statements shown below has been derived from the Consolidated Financial Statements. The selected non-IFRS figures and ratios below have been derived from the Maersk Drilling Group’s regularly maintained records and operating systems.

Income Statement Data

For the year ended 31 December 2018 2017 2016 (in USD millions) Revenue ...... 1,429 1,439 2,297 Costs ...... (818) (756) (916) Profit before depreciation and amortisation, impairment losses/reversals and special items ...... 611 683 1,381 Special Items ...... (16) 2 16 Profit before depreciation and amortisation and impairment losses/reversals ...... 595 685 1,397 Depreciation and amortisation ...... (403) (468) (589) Impairment losses/reversals ...... 810 (1,769) (1,510) Share of results in joint ventures ...... (1) — — Profit/loss before financial items ...... 1,001 (1,552) (702) Financial expenses, net ...... (12) (19) (89) Profit/loss before tax ...... 989 (1,571) (791) Tax ...... (48) 49 1 Profit/loss for the year ...... 941 (1,522) (790) Earnings per share, USD ...... 1,882 (3,044) (1,580) Diluted earnings per share, USD ...... 1,882 (3,044) (1,580)

26 Section B—Issuer

Balance Sheet Data As of 31 December 2018 2017 2016 (in USD millions) Assets Total non-current assets ...... 4,906 4,377 6,130 Total current assets ...... 808 3,875 5,079 Total assets ...... 5,714 8,252 11,209 Equity and Liabilities Total equity ...... 3,810 6,209 8,757 Borrowings, non-current ...... 1,375 — 1,939 Other non-current liabilities ...... 62 70 109 Total non-current liabilities ...... 1,437 70 2,048 Borrowings, current ...... 95 1,632 14 Other current liabilities ...... 372 341 390 Total current liabilities ...... 467 1,973 404 Total liabilities ...... 1,904 2,043 2,452 Total equity and liabilities ...... 5,714 8,252 11,209

Cash Flow Statement For the year ended 31 December 2018 2017 2016 (in USD millions) Cash flow from operating activities ...... 593 652 1,363 Cash flow used for investing activities ...... (136) (448) (328) Cash flow from financing activities ...... (134) (615) (599) Net cash flow for the year ...... 323 (411) 436

Key Non-IFRS Figures and Ratios For the year ended 31 December 2018 2017 2016 (in USD millions) EBITDA before special items(1) (non-IFRS) . . . . 611 683 1,381 EBITDA(2) (non-IFRS) ...... 595 685 1,397 Net debt (receivable)(3) (non-IFRS) ...... 1,097 (1,809) (2,668) Capex(4) ...... 182 520 307 Of which Newbuilding Capex (non-IFRS) . . . . — 450 231 Of which Maintenance Capex (non-IFRS) . . . 146 62 7 Of which Other Capex (non-IFRS) ...... 36 8 69 Adjusted free cash flow(5) (non-IFRS) ...... 457 593 1,267 EBITDA margin before special items(1) (non-IFRS) ...... 43% 47% 60% Cash conversion(6) (non-IFRS) ...... 100% 95% 98% Asset turnover(7) (non-IFRS) ...... 31% 28% 33% Equity ratio(8) (non-IFRS) ...... 67% 75% 78% Net debt (receivable) / EBITDA before special items (non-IFRS) ...... 1.8 (2.6) (1.9)

27 Section B—Issuer

depreciation and amortisation, impairment losses/reversals, and special items divided by revenue. (2) EBITDA equals profit before depreciation, amortisation and impairment losses/ reversals in the income statement. See “Operating and Financial Review—Use of Non-IFRS Financial Measures” for a reconciliation of EBITDA to the nearest IFRS measure for the periods indicated. (3) Net debt (receivable) is defined as, at any time, the aggregate amount of interest-bearing debt (comprising borrowings and current and non-current portions of the long-term debt) with deducting of the aggregate amount of cash and bank balances and any interest-bearing receivables. Net debt/EBITDA before special items is defined as net debt divided by EBITDA before special items. See “Operating and Financial Review—Use of Non-IFRS Financial Measures”. (4) Capex is defined as investments in intangible assets and property, plant and equipment, including additions from business combinations. Newbuilding Capex comprises investments in new rigs. Maintenance Capex comprises investments to maintain the operational capabilities of non-current assets, including compliance with regulatory requirements, and marketability of the rigs at current level. Other Capex comprises all other investments including costs to enhance the operational capabilities and marketability of the rigs. A number of factors are considered in determining whether a specific capex is classified as maintenance or other capex. See “Operating and Financial Review—Use of Non-IFRS Financial Measures”. (5) Adjusted free cash flow is defined as Cash flow from operating activities less Cash flow used for investing activities, adjusted for Newbuilding Cash flow and proceeds from sale of activities. See “Operating and Financial Review—Use of Non-IFRS Financial Measures”.

(6) Cash conversion is defined as Cash flow from operating activities as a percentage of EBITDA. (7) Asset turnover is defined as Revenue as a percentage of average intangible assets and property, plant and equipment of current and prior years. (8) Equity ratio is defined as Equity as a percentage of Total assets.

Year ended 31 December 2018 compared to the year ended 31 December 2017 Revenue decreased by $10 million, or 1%, to $1,429 million for the year ended 31 December 2018 as compared to $1,439 million for the year ended 31 December 2017 primarily due to lower average day rates, especially in the floater segment, partly offset by higher utilisation. Total fleet utilisation increased from 66% for the year ended 31 December 2017 to 69% for the year ended 31 December 2018, while the average day rate decreased from $258 thousand for the year ended 31 December 2017 to $237 thousand for the year ended 31 December 2018. Jack-up rigs segment revenue increased by $6 million, or 1%, to $896 million for the year ended 31 December 2018 as compared to $890 million for the year ended 31 December 2017 due to Maersk Invincible being on contract all of 2018, partly offset by Mærsk Innovator being on contract in the United Kingdom instead of Norway. Fleet utilisation increased from 71% for the year ended 31 December 2017 to 73% for the year ended 31 December 2018. The average day rate decreased from $227 thousand for the year ended 31 December 2017 to $213 thousand for the year ended 31 December 2018 primarily as a result of the Mærsk Innovator moving from Norway to the United Kingdom. Floaters segment revenue decreased by $11 million, or 2%, to $530 million for the year ended 31 December 2018 as compared to $541 million for the year ended 31 December 2017 primarily due to the completion of the Maersk Viking contract in the Gulf of Mexico in early 2018, but partly offset by more contracted days from the Maersk Venturer contract in Ghana and the Mærsk Developer contract in Trinidad. Fleet utilisation increased from 56% for the year ended 31 December 2017 to 62% for the year ended 31 December 2018. The average day rate decreased from $333 thousand for the year ended 31 December 2017 to $293 thousand for the year ended 31 December 2018 primarily as a result of the completion of contracts entered into during more favourable market conditions.

28 Section B—Issuer

Operating costs increased by $44 million, or 6%, to $734 million for the year ended 31 December 2018 as compared to $690 million for the year ended 31 December 2017 primarily due to the higher activity and utilisation partly offset by the effect of the many cost saving initiatives implemented over recent years. Profit before depreciation and amortisation, impairment losses/reversals, and special items decreased by $72 million, or 11%, to $611 million for the year ended 31 December 2018 as compared to $683 million for the year ended 31 December 2017 for the reasons set forth above. Profit before depreciation and amortisation, impairment losses/reversals, and special items in the jack-up rigs segment decreased by $14 million, or 3%, to $459 million for the year ended 31 December 2018 as compared to $473 million for the year ended 31 December 2017. Profit before depreciation and amortisation, impairment losses/reversals, and special items in the floaters segment decreased by $46 million, or 22%, to $163 million for the year ended 31 December 2018 as compared to $209 million for the year ended 31 December 2017. Depreciation and amortisation decreased by $65 million, or 14%, to $403 million for the year ended 31 December 2018 as compared to $468 million for the year ended 31 December 2017 due to impact from prior-year impairment losses decreasing the depreciable amounts. Depreciation and amortisation in the jack-up rigs segment decreased by $33 million, or 15%, to $193 million for the year ended 31 December 2018 as compared to $226 million for the year ended 31 December 2017. Depreciation and amortisation in the floaters segment decreased by $33 million, or 14%, to $196 million for the year ended 31 December 2018 as compared to $229 million for the year ended 31 December 2017. There were impairment reversals of $810 million for the year ended 31 December 2018 as compared to impairment losses of $1,769 million for the year ended 31 December 2017 due to the improved market outlook for offshore drilling with increased activity and improved long-term projections. Impairment reversals in the floaters segment were $445 million for the year ended 31 December 2018 as compared to impairment losses of $1,078 million for the year ended 31 December 2017. Impairment reversals in the jack-up rigs segment were $365 million for the year ended 31 December 2018 as compared to impairment losses of $691 million for the year ended 31 December 2017. Profit for the year changed by $2,463 million from a $1,522 million loss for the year ended 31 December 2017 to a $941 million profit for the year ended 31 December 2018 reflecting the impacts from impairment losses and reversals.

Year ended 31 December 2017 compared to the year ended 31 December 2016 Revenue decreased by $858 million, or 37%, to $1,439 million for the year ended 31 December 2017 as compared to $2,297 million for the year ended 31 December 2016 primarily due to the effect of contract terminations as described below, more rigs being stacked and lower day rates. Total fleet utilisation decreased from 80% for the year ended 31 December 2016 to 66% for the year ended 31 December 2017, while the average day rate decreased from $361 thousand for the year ended 31 December 2016 to $258 thousand for the year ended 31 December 2017. Jack-up rigs segment revenue decreased by $122 million, or 12%, to $890 million for the year ended 31 December 2017 as compared to $1,012 million for the year ended 31 December 2016 due to more rigs being stacked, lower day rates and lower contract reimbursable costs. Fleet utilisation decreased from 82% for the year ended 31 December 2016 to 71% for the year ended 31 December 2017 primarily as a result of increase in stacked days, while the average day rate decreased from $249 thousand for the year ended 31 December 2016 to $227 thousand for the year ended 31 December 2017 primarily as a result of lower day rates in new contracts. Floaters segment revenue decreased by $725 million, or 57%, to $541 million for the year ended 31 December 2017 as compared to $1,266 million for the year

29 Section B—Issuer

ended 31 December 2016 primarily due to the inclusion of $345 million in 2016 relating to contract terminations, of which $175 million related to the remainder of the original contract periods subsequent to 31 December 2016 for Mærsk Deliverer and Maersk Valiant, as well as more rigs being stacked, an increase in unbillable operational downtime, lower realised average day rates and lower revenue from other special services. Operating costs decreased by $136 million, or 16%, to $690 million for the year ended 31 December 2017 as compared to $826 million for the year ended 31 December 2016 primarily due to the ongoing efficiency enhancement programme and lower costs due to more rigs being stacked. Profit before depreciation and amortisation, impairment losses/reversals and special items decreased by $698 million, or 51%, to $683 million for the year ended 31 December 2017 as compared to $1,381 million for the year ended 31 December 2016. Profit before depreciation and amortisation, impairment losses/reversals and special items in the jack-up rigs segment decreased by $72 million, or 13%, to $473 million for the year ended 31 December 2017 as compared to $545 million for the year ended 31 December 2016 primarily due to a decrease in revenue, partly offset by a decrease in operating costs. Profit before depreciation and amortisation, impairment losses/reversals and special items in the floaters segment decreased by $623 million, or 75%, to $209 million for the year ended 31 December 2017 as compared to $832 million for the year ended 31 December 2016 primarily as a result of the contract terminations of Mærsk Deliverer and Mærsk Valiant in 2016 and more rigs being stacked following the contract terminations. Depreciation and amortisation decreased by $121 million, or 21%, to $468 million for the year ended 31 December 2017 as compared to $589 million for the year ended 31 December 2016 due to impact from impairment losses decreasing the depreciable amounts. Depreciation and amortisation in the jack-up rigs segment decreased by $33 million, or 13%, to $226 million for the year ended 31 December 2017 as compared to $259 million for the year ended 31 December 2016. Depreciation and amortisation in the floaters segment decreased by $89 million, or 28%, to $229 million for the year ended 31 December 2017 as compared to $318 million for the year ended 31 December 2016. Impairment losses increased by $259 million, or 17%, to $1,769 million for the year ended 31 December 2017 as compared to $1,510 million for the year ended 31 December 2016 due to impairment losses in both the jack-up rigs and floaters segment resulting from continuing challenging market conditions. Impairment losses in the jack-up rigs segment increased by $250 million, or 57%, to $691 million for the year ended 31 December 2017 as compared to $441 million for the year ended 31 December 2016 due to continued challenging market conditions lowering the day rates used in the forecasting period and the utilisation of the rigs. Impairment losses in the floaters segment increased by $9 million, or 1%, to $1,078 million for the year ended 31 December 2017 as compared to $1,069 million for the year ended 31 December 2016 due to continuing challenging market conditions lowering the day rates used in the forecasting period and the utilisation of the rigs. Loss for the year increased by $732 million, or 93%, from a $790 million loss for the year ended 31 December 2016 to a $1,522 million loss for the year ended 31 December 2017 for the reasons set forth above.

B.8 Selected key pro Not applicable. No pro forma financial information is presented in the Listing forma financial Document. information

B.9 Profit forecast or The consolidated prospective financial information for the year ending estimate 31 December 2019 has been prepared for the purpose of this Listing Document in accordance with the Maersk Drilling Group’s ordinary forecasting

30 Section B—Issuer

and budgeting procedures and on a basis comparable to the historical financial information included elsewhere in this Listing Document. However, the consolidated prospective financial information is based on a large number of estimates made by the Maersk Drilling Group based on assumptions on future events, which are subject to numerous and significant uncertainties, for example, caused by business, economic and competitive risks and uncertainties, which could cause the Maersk Drilling Group’s actual results to differ materially from the prospective financial information presented herein. Expectations for the Year Ending 31 December 2019. The Maersk Drilling Group targets: • EBITDA before special items (non-IFRS) to be around $400 million • Capital expenditure to be in the level of $300 – 350 million

B.10 Qualifications in the Not applicable. The audit reports on the historical financial information included audit report on the or incorporated by reference in the Listing Document have been issued without historical financial qualifications. information

B.11 Explanation if ListCo’s Not applicable. As of the date of this Listing Document, the Management working capital is not believes that the working capital of the Maersk Drilling Group, which includes sufficient for the ListCo upon its incorporation, is sufficient for its present requirements for at Maersk Drilling least the next twelve months following the date of this Listing Document. Group’s present requirements

Section C—Securities

C.1 A description of the The Shares will not be divided into share classes. type and the class of The Shares will be issued in the permanent ISIN: DK0061135753. the Shares, including any security identification number

C.2 Currency of the The Shares will be denominated in Danish kroner (“DKK”). Shares

C.3 The number of Upon completion of the Demerger, ListCo’s share capital will consist of up Shares issued and to 41,633,724 Shares of nominal value DKK 10 each, corresponding to a fully paid and issued total nominal value of up to DKK 416,337,240. The size of ListCo’s share but not fully paid capital will depend on the number of treasury shares Maersk holds on the Demerger Record Date, since no Shares in ListCo will be issued or allocated to Maersk on any treasury shares in accordance with Danish law. As of 28 February 2019, Maersk held treasury shares of a nominal value of DKK 55,515,000. Following this date and prior to the General Meeting, Maersk’s holding of treasury shares may change due to Maersk’s obligations related to Maersk’s incentive programmes. All Shares will be fully paid.

C.4 A description of the All Shares will have equal rights including with respect to voting rights, rights attached to pre-emption rights, redemption, conversion and restrictions or limitations the Shares according to the proposed Articles of Association of ListCo. No Shares will carry special rights.

Each Share with a nominal value of DKK 10 will entitle its holder to one vote at ListCo’s general meetings.

31 Section C—Securities

C.5 A description of any Not applicable. The Shares will be negotiable instruments and no restrictions on the restrictions under ListCo’s proposed Articles of Association or Danish law free transferability will apply to the transferability of the Shares. of the Shares

C.6 Admission to trading Application will be made for the Shares to be admitted to trading and on a regulated official listing on Nasdaq Copenhagen upon approval of the Demerger. The market Shares will be issued in the permanent ISIN DK0061135753 and will trade under the symbol DRLCO. The first day of trading in and official listing of the Shares on Nasdaq Copenhagen is expected to be 4 April 2019.

C.7 A description of The Maersk Drilling Group has adopted a financial policy which is expected dividend policy to apply to ListCo and which set the framework for any dividend distributions to be made. The objective of the financial policy’s capital structure policy is to enable the Maersk Drilling Group to manage through the cyclicality of the offshore drilling industry. The Maersk Drilling Group shall have sufficient committed funding available to support business strategy as well as a long-term funding view to minimise refinancing risk and secure a solid capital structure over the business cycle. To enable focus on creating long-term shareholder value, taking into account the cyclicality of the offshore drilling industry, the allocation of free cash flow shall primarily support the Maersk Drilling Group’s long-term strategic ambition. Free cash flow is therefore allocated as follows: (i) Maintaining a solid capital structure with sufficient funding available to support business strategy; (ii) Pursue investments adding long-term value to the shareholders; and (iii) Return surplus capital to shareholders via dividends or share buybacks. There can be no assurance that in any given year a dividend or share buyback will be proposed or declared or that ListCo’s financial performance will allow it to adhere to the dividend policy. ListCo’s ability to pay dividends or buy back shares may be impaired as a result of various factors, including materialisation of any of the risks described in this Listing Document.

Section D—Risks

D.1 Key information on The risks and uncertainties discussed below are those that Management the key risks that believes could be material, but these risks and uncertainties are not the are specific to the only ones that the Maersk Drilling Group faces. Additional risks and Maersk Drilling uncertainties, including risks which are not known to the Management at Group or its industry present or which the Management currently deems immaterial, may also arise or become material in the future and result in an adverse impact on the Maersk Drilling Group’s business, financial condition, and results of operations and could lead to a decline in the value of the Shares. The following risk factors are not listed in any particular order of priority.

32 Section D—Risks

Risks Relating to the Industry in which the Maersk Drilling Group Operates • The industry in which the Maersk Drilling Group operates is highly competitive. • The industry in which the Maersk Drilling Group operates is cyclical in nature, due largely to changes in oil and natural gas prices and their impact on E&P spending. • The offshore drilling industry in which the Maersk Drilling Group operates is and may continue to be adversely affected by an oversupply of available rigs. • The offshore drilling industry may be influenced by and subject to exposures from a number of industry-specific risk factors. • Increases in break-even levels for offshore project developments could have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations. • The Maersk Drilling Group relies on third-party subcontractors to complete some parts of its projects and its operations may be adversely affected by the sub-standard performance or non-performance of those third-party subcontractors. • The Maersk Drilling Group relies on third-party suppliers to provide parts, crew and equipment, and its operations may be adversely affected by supplier production disruptions, quality and sourcing issues, price increases or consolidation of suppliers. • The Maersk Drilling Group’s business involves numerous operating hazards. If a significant accident or other event occurs, and is not fully covered by the Maersk Drilling Group’s insurance policies or any enforceable or recoverable indemnity, it could have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations. • The Maersk Drilling Group’s drilling rigs are subject to damage or destruction by severe weather, and its drilling operations may be affected by severe weather conditions. • Physical infrastructure and logistics systems in some of the areas where the Maersk Drilling Group operates are in poor condition. • The Maersk Drilling Group may not be able to keep pace with a significant step-change in technological development. • Labour interruptions could have a material adverse effect on the Maersk Drilling Group’s operations.

Commercial Risks Relating to the Maersk Drilling Group • The market value of equipment currently owned by the Maersk Drilling Group, including rigs, Newbuildings and any further rigs the Maersk Drilling Group may acquire in the future may decrease. This could cause the Maersk Drilling Group to incur losses due to impairment of book values or if it decides to sell assets. • Any potential future Newbuilding projects of the Maersk Drilling Group could be subject to risks which could cause delays or cost overruns and have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations.

33 Section D—Risks

• Upgrade, refurbishment and repair projects are subject to risks, including delays and cost overruns, which could have an adverse impact on the Maersk Drilling Group’s available cash resources and results of operations. • There may be limits to the Maersk Drilling Group’s ability to mobilise rigs between geographic areas, and the duration, risks and associated costs of such mobilisations may be material to the Maersk Drilling Group’s business. • Reactivation of stacked rigs is subject to risks, including delays and cost overruns, which could have an adverse impact on the Maersk Drilling Group’s available cash resources and results of operations. • The Maersk Drilling Group has and will likely continue to have certain customer concentrations, and the loss of a significant customer would adversely impact its financial results. • The Maersk Drilling Group may experience reduced profitability or not fully realise its backlog of drilling revenue if its customers terminate, seek to renegotiate or fail to exercise an option to extend its drilling contracts, or if it fails to secure new drilling contracts. • The Maersk Drilling Group’s business, financial condition, and results of operations may be adversely affected if it does not make accurate assumptions and estimates when tendering for new drilling contracts. • The Maersk Drilling Group is exposed to the credit risks of key customers and certain other third parties. • Loss of key personnel or the failure to obtain or retain highly skilled personnel could have a material adverse effect on the Maersk Drilling Group’s operations. • The Maersk Drilling Group’s labour costs and related operating costs could increase as a result of a number of factors. • The Maersk Drilling Group’s operating and maintenance costs will not necessarily fluctuate in proportion to changes in operating revenues. • The Maersk Drilling Group’s success depends to a large extent on IT systems, and the occurrence of an attack or other IT systems incident or break down could result in operational disruption, theft or data corruption and could cause financial or reputational harm to the Maersk Drilling Group. • Damage to the Maersk Drilling Group’s reputation and business relationships may have an adverse effect beyond any monetary liability. • The Maersk Drilling Group faces risks associated with creating and executing new business models, particularly when such business models involve a risk profile, remuneration, or financial scheme that is different from a conventional drilling contract. • The Maersk Drilling Group’s financial condition may be materially adversely affected if the Maersk Drilling Group fails to successfully consummate or integrate acquired assets or businesses. • The Maersk Drilling Group has engaged, and may in the future engage, in divestments that may subject it to associated risks and liabilities.

34 Section D—Risks

• The Maersk Drilling Group faces risks associated with joint ventures and investments in associates.

Financial Risks Relating to the Maersk Drilling Group • The Maersk Drilling Group’s future results may differ materially from what is expressed or implied by the forecast of consolidated financial information included in this Listing Document, and investors should not place undue reliance on this information. • The Maersk Drilling Group operates in a capital-intensive industry and its future sources of financing are not necessarily secured. • If the Maersk Drilling Group’s degree of leverage is too high, it could become more vulnerable in the event of a downturn in business or the economy generally. In addition, if the Maersk Drilling Group is unable to comply with the restrictions and the financial covenants in the Facilities Agreements or any future agreement governing its indebtedness, there could be a default under the terms of these agreements, which could result in an acceleration of repayment of funds that have been borrowed. • The Maersk Drilling Group’s results are affected by fluctuations in foreign exchange rates. • Interest rate fluctuations could affect the Maersk Drilling Group’s earnings and cash flow.

Legal and Regulatory Risks Relating to the Maersk Drilling Group • The Maersk Drilling Group is subject to complex laws and regulations in various jurisdictions that can adversely affect the cost, manner or feasibility of conducting its business. • The Maersk Drilling Group may be subject to liability under multifaceted environmental laws and regulations and contractual environmental liability, which could have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations. • The Maersk Drilling Group operates in various jurisdictions, and is thereby exposed to a number of risks inherent in international operations, including political, civil, or economic disturbance. • If the Maersk Drilling Group or its customers are unable to acquire or renew permits and approvals required for drilling operations or are unable to comply with regulations required to maintain such permits and approvals, the Maersk Drilling Group may be forced to suspend or cease its operations, and its profitability may be reduced. • The complexity and continued development of local and international tax rules and interpretation thereof and the complexity of Maersk Drilling Group’s business, together with increased political and public focus on multinational companies’ tax payments, may expose Maersk Drilling Group to financial and reputational risks. • The Maersk Drilling Group’s international activities increase the compliance risk associated with applicable anti-corruption laws. • The Maersk Drilling Group’s international activities increase the compliance risks associated with economic and trade sanctions imposed by the United States, the European Union and other jurisdictions.

35 Section D—Risks

• The Maersk Drilling Group’s activities require the processing of personal data, thereby exposing it to compliance risks associated with relevant data protection laws. • The exit of the United Kingdom from membership in the EU may adversely affect the Maersk Drilling Group’s business, financial condition, and results of operations, and may result in restrictions or imposition of taxes and duties. • Regulation of greenhouse gases and climate change could have a negative impact on the Maersk Drilling Group’s business, financial condition, and results of operations. • The Maersk Drilling Group’s operations are subject to the risks of litigation and other legal and regulatory proceedings. • Technology disputes involving the Maersk Drilling Group or the Maersk Drilling Group’s suppliers or sub-suppliers could impact the Maersk Drilling Group’s operations.

D.3 Key information on • ListCo is subject to statutory demerger liability for existing liabilities the key risks relating of Maersk. to the Demerger • Should the material assumptions on which the Danish Tax Agency has approved the Demerger to be tax-exempt change, tax liabilities may arise on Maersk, ListCo and the Receiving Shareholders. • Foreign tax authorities may not accept the Danish tax-status of the Demerger. • Consolidated Financial Statements may differ from what the Maersk Drilling Group’s financials would have been if the Maersk Drilling Group had been an independent company, and is not necessarily representative of the historic or future position of the Maersk Drilling Group as a separate, publicly listed company. • Pension liabilities and costs following the Demerger may differ from those set out in the Consolidated Financial Statements. • The Maersk Drilling Group may become unable or subject to further restrictions in continued use of a number of trademarks, names, vessels and rig names and other designations including “Maersk Drilling” as trademark and company name, the Maersk blue colour and the seven-pointed star currently used by the Maersk Drilling Group. • There can be given no assurance that companies within the Maersk Drilling Group will be successful in entering into agreements on a stand-alone basis substituting certain framework procurement agreements under the Maersk Group. • Contracting parties may invoke change of control provisions or transfer restrictions included in contracts entered into by companies within the Maersk Drilling Group. • Upon completion of the Demerger, the major shareholders in Maersk will become major shareholders in ListCo and may be able to influence important actions ListCo takes, which may differ from the interests of other shareholders. • Trading in Maersk shares on or around the Cut-Off Date and the Demerger Record Date may not provide investors the right to receive ListCo Shares in accordance with the timetable for the Demerger.

36 Section D—Risks

• The Shares have not previously been publicly traded, there is limited free float in the Shares, and the price of the Shares may be volatile and fluctuate significantly in response to various factors. • Future issuances or sales of Shares after the Demerger may cause a decline in the market price of the Shares or dilute any shareholding in ListCo by shareholders that are not offered, able or willing to take part in an offering. • Fluctuations in the exchange rate for the U.S. dollar currency used as ListCo’s reporting currency could have a material adverse effect on the value of shareholdings and/or dividends paid. • U.S. holders and other non-Danish holders of Shares may not be able to exercise pre-emptive rights or participate in any future rights offerings.

Section E—Offer

E.1 Total net proceeds Neither Maersk nor ListCo will receive any proceeds in connection with of the Demerger and the Demerger. Further, as of 28 February 2019, Maersk held treasury estimated expenses shares of a nominal value of DKK 55,515,000. Following this date and prior to the General Meeting, Maersk’s holding of treasury shares may change due to Maersk’s obligations related to Maersk’s incentive programmes. No Shares in ListCo will be allocated to Maersk on any treasury shares in connection with the Demerger. Expenses in relation to the Demerger and the Listing as well as certain other related costs, which are payable by the Maersk Drilling Group, are expected to amount to approximately $5 million. Neither Maersk nor ListCo will charge expenses to the Receiving Shareholders in relation to the Demerger. Receiving Shareholders will have to bear customary transaction and handling fees charged by their account-holding banks.

E.2a Reasons for the Following a strategic review of the future of Maersk announced in Demerger and use of September 2016, the board of directors of Maersk decided to reorganise proceeds; estimated Maersk into two independent divisions: an integrated Transport & net amount of the Logistics division and an Energy division, including the Maersk Drilling proceeds Group, for which structural solutions were to be identified with the objective to separate the Energy division from Maersk. On 17 August 2018, Maersk announced its intention to pursue a separation of the Maersk Drilling Group into a stand-alone business by way of a Demerger of Maersk through which the Maersk Drilling Group will be separated into a new Danish limited liability company (in Danish: “Aktieselskab”), ListCo, to be established as part of the Demerger and apply to be admitted to trading and official listing on Nasdaq Copenhagen during 2019. On 21 February 2019, Maersk published its decision to proceed and initiate the Demerger and the listing including the contemplated timeline, and on 4 March 2019 Maersk published the statutory demerger documents. The Demerger is conditional upon approval by Maersk’s General Meeting to be held on 2 April 2019. Neither Maersk nor ListCo will receive any Shares as a result of the Demerger, and neither Maersk nor ListCo will receive any proceeds as a result of the Demerger as there will be no sale of new shares in ListCo in connection with the Demerger.

37 Section E—Offer

E.3 Terms and The Maersk shareholders as of the Demerger Record Date will remain conditions of the shareholders in Maersk, but will also become shareholders in ListCo at Demerger completion of the Demerger. Upon completion of the Demerger, the Shares will be distributed proportionally 1:2 to the Receiving Shareholders holding Maersk shares of nominal value DKK 1,000 and distributed proportionally 1:1 to the Receiving Shareholders holding Maersk shares of nominal value DKK 500. Each share of nominal value DKK 1,000 (with ISIN DK0010244425 (A shares) and DK0010244508 (B shares)) in Maersk held on the Demerger Record Date will entitle its holder to receive two (2) Shares of nominal value DKK 10 and each share of nominal value DKK 500 (with ISIN DK0015996235 (A shares) and DK0015996318 (B shares)) in Maersk held on the Demerger Record Date will entitle its holder to receive one (1) Share of nominal value DKK 10. The Shares are expected to be issued on or around 2 April 2019 and to be delivered in book-entry form through the clearing systems operated by VP Securities or Euroclear and Clearstream, depending on the Receiving Shareholders’ custody arrangement with their account holding institution, on or around 8 April 2019. Receiving Shareholders registered by name or through a nominee in Maersk’s register of shareholders will also be registered by name or through a nominee, respectively, in ListCo’s register of shareholders. After registration in VP Securities, Receiving Shareholders will receive a notification of the number of Shares allocated to them in ListCo from VP Securities or their account holding institutions. Receiving Shareholders do not have to take any action in connection with the issue of the Shares following the Demerger. Subject to approval at the General Meeting, the Demerger will be completed upon registration of the Demerger with the Danish Business Authority. The General Meeting has been convened for 2 April 2019. The Demerger must pursuant to the Consolidated Act no. 1089 of 14 September 2015 on public and private limited companies, as amended, (the “Danish Companies Act”) and Maersk’s articles of association be approved by a majority of at least nine-tenths (9/10) of the votes cast by A shares and of the A share capital represented at the General Meeting. Further, the articles of association of Maersk has a quorum requirement which provides that at least three-fourths (3/4) of the voting A shares of Maersk be represented at the General Meeting (quorum). If the quorum requirement is not met, the resolution may be adopted at a subsequent general meeting convened within three months by a similar majority among at least nine-tenths (9/10) of the votes cast by A shares and of the A share capital represented at such general meeting, however, of at least half of the entire A share capital of Maersk. As part of the Demerger, Maersk and ListCo will be liable for obligations of ListCo and Maersk, respectively, that existed at the time the Demerger Plan was published by the Danish Business Authority, i.e. as of 4 March 2019, in accordance with the rules set out in Section 254(2) of the Danish Companies Act. The liability of ListCo is capped at a maximum amount equal to the net value as of 4 March 2019 of the assets and liabilities contributed to ListCo, while the liability of Maersk is capped at a maximum amount equal to the net value of the assets and liabilities remaining in Maersk as of 4 March 2019. The Danish Tax Agency (“Skattestyrelsen”) has approved the Demerger as a tax-exempt transaction pursuant to the provisions of the Consolidated

38 Section E—Offer

Act no. 1017 of 24 August 2015 on Merger Tax, as amended (the “Danish Merger Tax Act”). Provided Skattestyrelsen’s condition and material assumptions are fulfilled, the Demerger will not result in taxation of Maersk or the Danish Receiving Shareholders.

E.4 Material interests in Management and the Key Employees of the Maersk Drilling Group have as the Demerger, of the date of this Listing Document 4,518 shares in Maersk of nominal including conflicts of value DKK 1,000. Executive Management and the Key Employees are interest expected to be granted certain share-based financial instruments following completion of the Demerger in connection with the establishment of ListCo’s share-based incentive programmes, which will be communicated by ListCo in a company announcement. No member of Management or any of the Key Employees, directly or indirectly, holds more than 5% of ListCo’s share capital. APMH Invest owns approximately 20% of the share capital and voting rights of Danske Bank A/S, which is a Joint Global Coordinator. APMH Invest is wholly owned by Maersk’s controlling shareholder APMH, which in turn is wholly owned by the APM Foundation. APMH has expressed that it is APMH’s intention to transfer its Shares to APMH Invest following completion of the Demerger. Moreover, some of the Managers and their respective affiliates have from time to time engaged in, and may in the future engage in, commercial banking, investment banking and financial advisory transactions and services in the ordinary course of their business with ListCo or Maersk or any of ListCo’s or Maersk’s respective related parties. With respect to certain of these transactions and services, the sharing of information is generally restricted for reasons of confidentiality, internal procedures or applicable rules and regulations. The Managers have received and will receive customary fees and commissions for these transactions and services and may come to have interests that may not be aligned or could potentially conflict with potential investors’ and ListCo’s interests. Each of (i) DNB Bank ASA and Nordea Bank Abp, Filial i Norge are bookrunners, mandated lead arrangers and coordinators and (ii) BNP Paribas, Danske Bank A/S and ING Bank N.V. are bookrunners and mandated lead arrangers under the Maersk Drilling Group’s syndicated facilities agreement (the “Syndicated Facilities Agreement”) and as such have a commercial relation with and financial interest in the Maersk Drilling Group. Other than as set out above, Management is not aware of any material interests or material conflicting interests in respect of the Demerger.

E.5 Selling Shareholders Selling Shareholders and Lock-Up Not applicable. There are no selling shareholders in relation to the Arrangements Demerger.

Lock-Up Arrangements Prior to the approval of the Demerger on 2 April 2019, it is expected that APMH and APMH Invest will agree to the Lock-Up Undertaking with the Joint Global Coordinators pursuant to which they will not for a period of 360 calendar days after the first day of trading and official listing of the Shares: (i) offer, pledge, sell, contract to sell, sell any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares which APMH received as part of the Demerger (the “Lock-up Shares”) or any securities

39 Section E—Offer

convertible into or exercisable or exchangeable for the Lock-up Shares; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Shares, whether any such transaction described in (i) above is to be settled by delivery of Lock-up Shares or any securities convertible into or exercisable or exchangeable for the Lock-up Shares. The lock-up is subject to certain customary exemptions including APMH’s contemplated transfer of the Shares to APMH Invest.

E.6 The amount and Not applicable. The Demerger will not result in any nominal dilution. percentage of The Receiving Shareholders will receive the same relative nominal immediate dilution ownership percentage in ListCo in connection with the Demerger as resulting from the they have in Maersk at the Demerger Record Date except that the total Demerger share capital and allocation will take into account that no Shares in ListCo will be allocated to Maersk on any treasury shares in accordance with Danish statutory law. The share class structure of ListCo will consist of one share class and, thus, be different from the A and B share class structure of Maersk. All Shares in ListCo will carry the same voting rights, and the Receiving Shareholders will, thus, not receive the same proportionate voting rights percentage in ListCo as they have in Maersk at the Demerger Record Date.

E.7 Estimated expenses Not applicable. Neither Maersk nor ListCo will charge expenses to Receiving charged to the Shareholders. Receiving Shareholders will have to bear customary investor by ListCo or transaction and handling fees charged by their account-holding banks. Maersk

40 RISK FACTORS An investment in equity shares such as the Shares involves a high degree of financial risk. Receiving Shareholders and prospective future investors in the Shares should carefully consider all information in this Listing Document (together with subsequent information published by ListCo), including the risks described below. This section addresses general risks associated with the industry in which the Maersk Drilling Group operates and the specific risks associated with the Maersk Drilling Group’s business. The actual occurrence of any of such risks could have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations and/or the value of the Shares. Further, this section describes certain risks relating to the Demerger, which could also adversely impact the value of the Shares. The risks and uncertainties discussed below are those that Management believes could be material, but these risks and uncertainties are not the only ones that the Maersk Drilling Group faces. Additional risks and uncertainties, including risks which are not known to the Management at present or which the Management currently deems immaterial, may also arise or become material in the future and result in an adverse impact on the Maersk Drilling Group’s business, financial condition, and results of operations and could lead to a decline in the value of the Shares. The following risk factors are not listed in any particular order of priority.

Risks Relating to the Industry in which the Maersk Drilling Group Operates The industry in which the Maersk Drilling Group operates is highly competitive. The industry in which the Maersk Drilling Group operates is highly competitive. Contracts are generally awarded based on tender processes, and price competition is typically a key factor in determining a contract award. Existing providers of offshore drilling services or those formed through industry consolidation (including those described in the “Industry” section of this Listing Document) may be able to offer lower prices than the Maersk Drilling Group. Customers exploring for or producing oil and/or natural gas, or E&P Companies, may also consider other factors such as rig availability, operational and safety performance records, condition and suitability of equipment, and the location of available rigs when deciding whether to award contracts. Location is important because although rigs can be moved, the time requirements and costs of such mobilisations are sometimes substantial. Suitability is important, not only to achieve the most optimal result for the E&P Companies, but also due to regulatory restrictions in certain regions of the world that impose requirements on the rigs. An inability to successfully compete within the industry could have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations.

The industry in which the Maersk Drilling Group operates is cyclical in nature, due largely to changes in oil and natural gas prices and their impact on E&P spending. The offshore drilling industry is volatile and has historically been cyclical, with periods of high demand for drilling rigs, short drilling rig supply, high utilisation, and high day rates followed by periods of low demand, excess supply, low utilisation, and low day rates. These market swings are largely the result of changes in E&P Company expenditures, or E&P spending, as a consequence of the level and volatility in oil and natural gas prices. The demand for offshore drilling rigs is a function of E&P spending which in turn is a function of oil prices. For instance, sustained periods of low oil and natural gas prices, and an uncertain price forecast, typically result in reduced industry activity because the capital expenditure budgets of E&P Companies are reduced to use cash for other corporate activities. This correlation has recently been demonstrated following the decline in crude oil prices in 2014. As oil prices fell from an average of $109 per barrel (“bbl”) in the first half of 2014 to an average of $45/bbl in 2016, the lower price along with uncertainty about future price development caused a material reduction in global E&P spending in 2015 to 2016. In addition, while the market for drilling services can drop quickly after a fall in oil and natural gas prices, there has historically been a delay in market improvements even after oil and natural gas prices rebound as E&P Companies need to plan and sanction drilling programmes. Exploration and development activities have fallen in recent years. Since oil prices declined in 2014, cancellations or postponements of drilling programmes have resulted in significantly reduced demand for offshore drilling services globally. While, as described in “Industry”, oil and natural gas prices partially rebounded in 2018 and the drilling demand outlook appears somewhat positive, there is no certainty that demand for offshore drilling will increase in line with expectations, or at all. See also “—Increases in break-even levels for offshore project developments could have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations.”

41 The offshore drilling industry in which the Maersk Drilling Group operates is and may continue to be adversely affected by an oversupply of available rigs. Periods of low demand and excess supply intensify competition in the industry and may result in rigs being “stacked” (see “Industry—Introduction to offshore contract drilling—Categories of offshore drilling rigs” in this Listing Document for a description of stacking), or earning substantially lower day rates than the historical average for extended periods of time, and could have a material adverse effect on the demand for the Maersk Drilling Group’s business, financial condition, and results of operations. As of 15 February 2019, the offshore drilling industry holds significant excess capacity and over 80 floaters and 150 jack-up rigs remain stacked. Approximately 55% of the stacked floaters and 40% of the stacked jack-up rigs are cold-stacked with limited contracting ability (see “Industry—Introduction to offshore contract drilling—Categories of offshore drilling rigs”). It can be expensive to reactivate stacked rigs, and even more expensive when the rigs are cold-stacked. In addition, customers prefer to contract active rigs because of the uncertainty and risks inherent in reactivation (see “—Reactivation of stacked rigs is subject to risks, including delays and cost overruns, which could have an adverse impact on the Maersk Drilling Group’s available cash resources and results of operations”). Four of the Maersk Drilling Group’s rigs are currently stacked, with one jack-up rig, one semi-submersible and one drillship warm-stacked, and one jack-up cold-stacked. In addition, the industry’s new rig (“Newbuilding”) order book as of 31 December 2018 comprised approximately 42 floaters and 79 jack-up rigs (of which the Maersk Drilling Group has no Newbuildings on order) according to the current activity report in IHS Petrodata RigPoint. The majority of Newbuildings on order do not have contracts and hence are considered by Management to be ordered on a speculative basis. The entry into service of new and upgraded units will increase supply and could lead to a reduction in the utilisation and day rates of existing drilling rigs as new drilling rigs are absorbed into the market. Further, a lack of visibility as to planned orders for new drilling rigs makes it difficult to predict how many more units may enter the market. A surplus of planned Newbuildings would exacerbate the risk of excess drilling unit supply. E&P Companies may also delay agreeing new contracts or contracts extensions pending the expected availability of this additional capacity with the expectation that increased capacity will allow them to obtain lower day rates. Due to this supply/demand imbalance in the offshore drilling industry, the day rates may be close to or, in some cases, below operating costs. The new contracts tendered also tend to be short in length, leading to idle periods between contracts, and higher operating costs from more frequent mobilisation, start-up, and ramp-down. Additionally, general contractual terms and conditions are under pressure during periods of low industry activity, potentially further reducing the commercial value of available rig contracts. Such changes could include, but are not limited to, increased liability exposure for drilling contractors. There is a risk that rig rates may stay below levels required to support sustainable economic returns for the offshore drilling industry for some time yet. If current conditions persist or if any further decrease in exploration, development or production drilling expenditures by E&P Companies occurs, such low levels could have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations.

The offshore drilling industry may be influenced by and subject to exposures from a number of industry-specific risk factors. In addition to the risks of supply/demand imbalance, cyclicality and competition, the offshore drilling industry is also influenced by and subject to exposures from a number of additional factors, including: • the economics of non-conventional hydrocarbons, including shale/tight oil; • the political and military environment in oil and natural gas reserve jurisdictions; • regulatory restrictions on offshore drilling; • the discovery of new oil and natural gas reserves; • demand for and economics of alternative energy sources, including renewable energy sources; • the level of costs for offshore oil and natural gas and construction services; and • the total cost of developing oil and natural gas reserves, including oil and natural gas transportation costs.

42 Any of these factors, together with prolonged periods of low utilisation and day rates, could reduce demand for the Maersk Drilling Group’s services and adversely affect its business, financial condition, and results of operations.

Increases in break-even levels for offshore project developments could have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations. The break-even oil price for offshore project developments has been substantially reduced as a result of supply chain deflation, efficiency, standardisation and leaner design simplicity. Consequently, offshore projects are regaining competitiveness in terms of break-even levels compared to other primary sources of oil and gas. Despite the current trend in the break-even oil price for offshore project developments as discussed in the “Industry” section of this Listing Document, market conditions may change due to factors such as supply chain inflation, increased project complexity or otherwise, and break-even levels may once again increase. A change in break-even prices relative to the oil price and other competing sources could reduce the demand for drilling services as E&P spending is reduced or directed elsewhere, leading to an oversupply of rigs and intensified competition in the industry. Should relative break-even oil prices for offshore project developments not continue to lower, or remain competitive, as expected this could have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations. See also “The industry in which the Maersk Drilling Group operates is cyclical in nature, due largely to changes in oil and natural gas prices and their impact on E&P spending.”

The Maersk Drilling Group relies on third-party subcontractors to complete some parts of its projects and its operations may be adversely affected by the sub-standard performance or non-performance of those third-party subcontractors. The Maersk Drilling Group engages third-party subcontractors to perform some parts of its projects and in respect of new business models a majority of the services under a project may be subcontracted to third-party subcontractors. Subcontractors are used to perform certain services and to provide certain input in areas where the Maersk Drilling Group does not have requisite expertise. Any inability to hire qualified subcontractors could hinder successful completion of a project. Further, the Maersk Drilling Group’s employees may not have the requisite skills to be able to monitor or control the performance of these subcontractors. The Maersk Drilling Group may suffer losses on contracts if the amounts it is required to pay for subcontractor services exceed its original estimates. While the Maersk Drilling Group seeks to mitigate the risks associated with subcontractors by imposing contractual obligations on its subcontractors that are similar to those it has with its customers, and in certain situations, requesting parent guarantees to cover non-performance by subcontractors, the subcontracting of work exposes the Maersk Drilling Group to risks associated with planning, interface, non-performance, delayed performance or substandard performance by its subcontractors. For example, the Maersk Drilling Group has experienced issues with the performance of some of its key suppliers in the past, in particular in relation to delays in the delivery and maintenance of its subsea well-control equipment. Such issues could have a negative effect on Maersk Drilling Group’s business, financial condition, and results of operations. See also “—The Maersk Drilling Group faces risks associated with creating new business models, particularly when such business models involve a risk profile, remuneration, or financial scheme that is different from a conventional drilling contract.”

The Maersk Drilling Group relies on third-party suppliers to provide parts, crew and equipment, and its operations may be adversely affected by supplier production disruptions, quality and sourcing issues, price increases or consolidation of suppliers. The Maersk Drilling Group’s reliance on third-party suppliers, manufacturers and service providers to secure equipment and crew used in the Maersk Drilling Group’s drilling operations exposes it to volatility in the quality, price and availability of such items. Certain specialised parts, crew and equipment used by the Maersk Drilling Group in its operations may be available only from a single or a small number of suppliers. A disruption in the deliveries from such third-party suppliers, capacity constraints, production disruptions, price increases, defects or quality-control issues, recalls or other decrease in the availability or servicing of parts and equipment could adversely affect the Maersk Drilling Group’s ability to meet its commitments towards its customers, adversely impact operations and revenues by resulting in uncompensated downtime, reduced day rates under the relevant drilling contracts, cancellation or termination of contracts, or increased operating costs. In addition, consolidation of suppliers may limit the Maersk Drilling Group’s ability to obtain supplies and services when needed at an acceptable cost or at all.

43 The Maersk Drilling Group’s business involves numerous operating hazards. If a significant accident or other event occurs, and is not fully covered by the Maersk Drilling Group’s insurance policies or any enforceable or recoverable indemnity, it could have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations. The Maersk Drilling Group’s operations are subject to hazards inherent in drilling for oil and natural gas, such as blowouts, reservoir damage, loss of production, loss of well control, punch through (for example, when one leg of the drilling rig breaks through the sea floor crust, destabilising the rest of the rig), lost or stuck drill strings, equipment defects, craterings, fires, explosions and pollution. Offshore drilling and the provision of well services require the use of heavy equipment and exposure to hazardous conditions which carry inherent health and safety risks. The Maersk Drilling Group’s operations are also subject to hazards inherent in marine operations, such as capsizing, grounding, navigation errors, collision, oil and hazardous substance spills, extensive uncontrolled fires, damage from severe weather conditions, and marine life infestations. Such hazards could expose the Maersk Drilling Group to the risk of suspension or termination of operations, regulatory penalties or sanctions, property, environmental and other damage claims by customers or other third parties, which may in turn have a material adverse effect on the Maersk Drilling Group’s business, financial condition, results of operations, and reputation. The Maersk Drilling Group’s insurance policies may not adequately cover losses, and the Maersk Drilling Group does not have insurance coverage or rights to an indemnity for all risks. In addition, the Maersk Drilling Group’s insurance coverage will not provide sufficient funds in all situations to protect the Maersk Drilling Group from all liabilities that could result from its operations, including because the amount of the Maersk Drilling Group’s insurance cover may be less than the related impact on enterprise value after a loss, and the Maersk Drilling Group’s coverage also includes policy limits. As a result, the Maersk Drilling Group retains the risk through paying directly for any losses in excess of these limits. The Maersk Drilling Group may also decide to retain substantially more risk through reduction of its insurance policies, and thus paying directly for potential losses in the future. Although it is the Maersk Drilling Group’s policy to obtain contractual indemnities for as much as possible, it may not always be able to negotiate provisions to protect against all risks. Further, even when the Maersk Drilling Group receives indemnities from customers these may not be easily enforced and will be of limited value if the relevant customers do not have adequate resources to indemnify the Maersk Drilling Group. No assurance can be made that the Maersk Drilling Group has, or will be able to maintain in the future, adequate insurance or indemnity against certain risks, and there is no assurance that such insurance or indemnification agreements will adequately protect the Maersk Drilling Group against liability from all of the consequences of the hazards and risks described above. The occurrence of a significant accident or other adverse event which is not fully covered by the Maersk Drilling Group’s insurance or any enforceable or recoverable indemnity from a customer could result in substantial losses for the Maersk Drilling Group and could materially adversely affect the Maersk Drilling Group’s results of operations, cash flow and financial condition. The occurrence of a significant accident or other adverse event could also cause the cost of insurance to increase significantly and have a material adverse effect on the Maersk Drilling Group’s earnings, cash flow and financial condition.

The Maersk Drilling Group’s drilling rigs are subject to damage or destruction by severe weather, and its drilling operations may be affected by severe weather conditions. Some of the Maersk Drilling Group’s drilling rigs are located in areas that frequently experience hurricanes and other forms of severe weather conditions. These conditions can cause damage or destruction to its drilling rigs. Further, high winds and turbulent seas could cause the Maersk Drilling Group to suspend operations on drilling rigs for significant periods of time. Even if its drilling rigs are not damaged or lost due to severe weather, the Maersk Drilling Group may experience disruptions in its operations due to evacuations, reduced ability to transport personnel or necessary supplies to the drilling unit, or damage to its customers’ platforms and other related facilities. Future severe weather could result in the loss or damage to the Maersk Drilling Group’s rigs or curtailment of its operations, which could adversely affect the Maersk Drilling Group’s business, financial condition, and results of operations.

Physical infrastructure and logistics systems in some of the areas where the Maersk Drilling Group operates are in poor condition. Physical infrastructure and logistics systems, such as roads, air transport facilities and lines of communication, in certain areas of the world where the Maersk Drilling Group operates, may be under developed and may

44 not have been adequately funded and maintained. This may have an effect on the efficiency and safety of the Maersk Drilling Group’s operations in these regions due to reduced efficiency, predictability, reliability, and safety in the transportation of equipment and personnel. Breakdowns or failures of any part of the physical infrastructure or logistics systems in the areas where the Maersk Drilling Group operates may disrupt the Maersk Drilling Group’s normal business activities, cause the Maersk Drilling Group to suspend operations, or make Maersk Drilling Group operations impossible. Such circumstances, or any further deterioration of the physical infrastructure in the areas where the Maersk Drilling Group operates, may increase the costs of doing business and interrupt business operations, any or all of which could have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations. In addition, as many new areas for drilling for oil and natural gas are made in areas of the world that may still be developing the relevant infrastructure, the Maersk Drilling Group’s exposure to this risk may increase in the future.

The Maersk Drilling Group may not be able to keep pace with a significant step-change in technological development. The market for the Maersk Drilling Group’s services is affected by significant technological developments that have resulted in, and will likely continue to result in, substantial improvements in equipment functions and performance throughout the industry. As a result, the Maersk Drilling Group’s future success and profitability will be dependent in part upon its ability to: • improve existing services, rigs and rental equipment; • address the increasingly sophisticated needs of its customers; • anticipate major changes in technology and industry standards and respond to technological developments on a timely basis. If the Maersk Drilling Group is not successful in acquiring new equipment or upgrading its existing drilling rigs, rental equipment, or the technical skill set of its employees on a timely and cost-effective basis in response to technological developments or changes in industry standards, or if a significant step-change in technology provides an alternative method for drilling, this could have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations.

Labour interruptions could have a material adverse effect on the Maersk Drilling Group’s operations. As of 31 December 2018, the Maersk Drilling Group had approximately 2,109 offshore and approximately 745 onshore employees. Labour interruptions may materially impact the Maersk Drilling Group. Certain of the Maersk Drilling Group’s employees and contractors in international markets, such as Norway and to a lesser extent Denmark, are represented by labour unions and work under collective bargaining or similar agreements, which are subject to periodic renegotiation. Although the Maersk Drilling Group has not experienced any labour disruptions in connection with its own personnel, there can be no assurance that labour disruptions by the Maersk Drilling Group’s employees will not occur in the future. Further, unionised employees of third parties on whom the Maersk Drilling Group relies may be involved in strikes or other forms of labour unrest, causing operational disruptions for the Maersk Drilling Group. Such industrial actions could result in additional costs to the Maersk Drilling Group, as well as limitations on the Maersk Drilling Group’s ability to operate its drilling rigs or provide services to its customers, which may have a material adverse impact on its business, financial condition, and results of operations. For example, a number of oil workers’ unions in Norway pursued labour strikes during the summer of 2018, resulting in certain operators (other than the Maersk Drilling Group) being forced to shut down certain oil fields on the Norwegian Continental Shelf (“NCS”). Further strikes are considered a possibility each year during annual salary negotiations. If future labour strikes force Maersk Drilling Group to shut down any of its operations, it could have a material adverse impact on its business, financial condition, and results of operations.

45 Commercial Risks Relating to the Maersk Drilling Group The market value of equipment currently owned by the Maersk Drilling Group, including rigs, Newbuildings and any further rigs the Maersk Drilling Group may acquire in the future may decrease. This could cause the Maersk Drilling Group to incur losses due to impairment of book values or if it decides to sell assets. The fair market value of the drilling rigs and equipment currently owned by the Maersk Drilling Group and/or those the Maersk Drilling Group may acquire in the future, may increase or decrease depending on a number of factors, including: • general economic and market conditions affecting the offshore contract drilling industry, including competition from other offshore contract drilling companies; • types, sizes and ages of the drilling rigs and equipment; • supply and demand for drilling rigs and equipment; • cost of Newbuildings; • impact on financing by way of certain covenants under the Facilities Agreements; • prevailing level of drilling services contract day rates and utilisation; • operational cost levels of rigs; • future expectations of contract day rates, utilisation, and operational cost levels; • discount rate used for future earnings; • government laws and regulations, including environmental protection laws and regulations and such laws becoming more stringent; and • technological advances. The Maersk Drilling Group evaluates its book values on a regular basis based on the factors above and if drilling rig and equipment values fall significantly, the Maersk Drilling Group may have to record an impairment loss in its financial statements, which could adversely affect the Maersk Drilling Group’s financial results and condition. In 2018, the Maersk Drilling Group recorded impairment reversals totalling $810 million, of which $365 million related to jack-up rigs and $445 million related to floaters. In 2017, the Maersk Drilling Group recorded impairment losses totalling $1.77 billion, of which $681 million related to jack-up rigs and $1.08 billion related to floaters. In 2016, the Maersk Drilling Group recorded impairment losses totalling $1.51 billion, of which $362 million related to jack-up rigs and $1.07 billion related to floaters. The impairment losses were due to the challenging market conditions experienced during the market downturn and the uncertainty over future earning capability of the assets due to the changing industry landscape. Should such challenging market conditions continue and a recovery in the market outlook be further delayed, further impairment losses are possible.

Any potential future Newbuilding projects of the Maersk Drilling Group could be subject to risks which could cause delays or cost overruns and have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations. Although the Maersk Drilling Group does not have any current Newbuilding orders or plans to commission Newbuildings, it may consider additional Newbuilding projects in the future, including as a result of commercial discussions with customers. Future Newbuilding construction projects may be subject to risks of delay, quality issues, damage to personnel, equipment and environment, or cost overruns inherent in any large construction project due to numerous factors, including but not limited to: • shortages of equipment, materials or skilled labour; • unscheduled delays in the delivery of ordered materials and equipment or shipyard construction; • failure of equipment to meet quality and/or performance standards; • financial or operating difficulties experienced by equipment vendors or the shipyard; • lack of capacity at shipyards; • unanticipated actual or purported change orders; • inability to obtain required permits or approvals;

46 • unanticipated cost increases between order and delivery; • design or engineering changes; • the occurrence of accidents/incidents or other safety hazards; • work stoppages and other labour disputes; • disruption to financing arrangements and changes to terms of funding for the Newbuilding; and • adverse weather conditions or any other events of force majeure. Significant cost overruns or delays in projects under construction could materially adversely affect the Maersk Drilling Group’s results of operations, cash flow and financial condition. Additionally, failure to complete a project on time or failure to meet technical or operational requirements imposed by relevant regulations or regulatory authorities could result in the delay or loss of revenue from that drilling rig and potential penalties from the customer or cancellation by the customer. While the Maersk Drilling Group seeks to allow a sufficient window after delivery of a drilling rig from the shipyards to customise the drilling rig according to customer specifications and to mobilise the drilling rig as required for commencement of the contract, there can be no assurance that commencement will occur within the agreed delivery window. Should the Maersk Drilling Group fail to meet the delivery requirements in order to commence the contract, it could be liable for liquidated damages and other contractual remedies, or the customer may cancel the contract. New drilling rigs may experience start-up difficulties following delivery or other unexpected operational issues that could result in uncompensated downtime or the cancellation or termination of drilling contracts, which could also materially adversely affect the Maersk Drilling Group’s business, financial condition, and results of operations.

Upgrade, refurbishment and repair projects are subject to risks, including delays and cost overruns, which could have an adverse impact on the Maersk Drilling Group’s available cash resources and results of operations. The Maersk Drilling Group incurs upgrade, refurbishment and repair expenditures for its rigs from time to time, typically when upgrades are required by industry standards and/or by law. Such expenditures are also necessary in response to requests by customers, inspections, regulatory or certifying authorities or when a rig is damaged. Upgrade, refurbishment and repair projects are subject to execution risks, including cost overruns or delays resulting from, for example: • unexpected long delivery times for, or shortages of, key equipment, parts and materials; • shortages of skilled labour and other shipyard personnel necessary to perform the work; • unforeseen increases in the cost of equipment, labour and raw materials, particularly steel; • unforeseen design and engineering problems; • latent damages to or deterioration of hull, equipment and machinery in excess of engineering estimates and assumptions; • unanticipated actual or purported change orders; • HSSE incidents occurring during the project; • failures or delays of third-party service providers; • disputes with shipyards and suppliers; • delays and unexpected costs of incorporating parts and materials needed for the completion of projects; • changes to a particular customers’ specifications; • failure or delay in obtaining acceptance of a rig from a customer; • financial or other difficulties at shipyards; • adverse weather conditions; and • inability or delay in obtaining flag-state, classification society, certificate of inspection, or regulatory approvals. Significant cost overruns and/or delays have in the past and could in the future adversely affect the Maersk Drilling Group’s business, financial condition, and results of operations. Additionally, capital expenditures and

47 deferred costs for upgrading and refurbishment projects, including any planned refurbishments, upgrades or conversions of the rigs, could exceed the Maersk Drilling Group’s planned capital expenditures. Failure to complete an upgrade, refurbishment, repair or conversion projects on time may, in some circumstances, result in the delay, renegotiation or cancellation of a drilling contract and could put at risk planned arrangements to commence operations on schedule. The Maersk Drilling Group could also be exposed to contractual penalties for failure to complete an upgrade, refurbishment or repair project and consequentially a failure to commence operations in a timely manner. Rigs undergoing upgrade, refurbishment or repairs generally do not earn a day rate during the period they are out of service. Failure by the Maersk Drilling Group to minimise lost day rates resulting from the immobilisation of its rigs may materially adversely impact the Maersk Drilling Group’s business, financial condition, and results of operations.

There may be limits to the Maersk Drilling Group’s ability to mobilise rigs between geographic areas, and the duration, risks and associated costs of such mobilisations may be material to the Maersk Drilling Group’s business. The offshore drilling industry is a global market as rigs can, depending on the technical capability of a rig to relocate and operate in various environments, as well as a rig’s regulatory compliance with local technical requirements, be moved from one area to another. However, mobilisation of rigs is expensive and time-consuming and can be impacted by several factors including, but not limited to, governmental regulation and customs practices, availability of tugs and dry tow vessels, weather, currents, political instability, civil unrest, and military actions and rigs may as a result become stranded. Some jurisdictions, such as Norway, enforce strict technical requirements on the rigs, requiring substantial physical modification to the rigs before they can be utilised. Such modifications may require significant capital expenditures, and as a result, may limit the use of the rigs to those jurisdictions in the future. In addition, mobilisation always caries the risk of damage to the rig. Failure to mobilise a rig in accordance with the deadlines set by a specific customer contract could result in a loss of compensation, liquidated damages or the cancellation or termination of the contract. In some cases, the Maersk Drilling Group may not be paid for the time that a rig is out of service during mobilisation. In addition, in the hope of securing future contracts, the Maersk Drilling Group may choose to mobilise a rig to another geographic market without a customer contract in place. If no customer contracts are acquired, Maersk Drilling Group would be required to absorb these costs. Mobilisation and relocating activities could therefore potentially have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations.

Reactivation of stacked rigs is subject to risks, including delays and cost overruns, which could have an adverse impact on the Maersk Drilling Group’s available cash resources and results of operations. The Maersk Drilling Group expects to reactivate those of its rigs that are currently stacked once those rigs are contracted and may consider reactivating additional rigs in anticipation of expected positive economic returns on such reactivation. Reactivation projects are subject to execution risks, including cost overruns or delays, which may adversely affect the Maersk Drilling Group’s business, financial condition, and results of operations. Capital expenditures and deferred costs for reactivation of stacked rigs could also exceed the Maersk Drilling Group’s planned capital expenditures. Failure to complete a reactivation on time may, in some circumstances, result in the delay, renegotiation or cancellation of a drilling contract and could put at risk planned arrangements to commence operations on schedule, exposing the Maersk Drilling Group to contractual penalties. A successful reactivation project could be impacted if incorrect or insufficient preservation processes were used during the stacking period, causing increased costs and/or delays for reactivation beyond that budgeted.

The Maersk Drilling Group has and will likely continue to have certain customer concentrations, and the loss of a significant customer would adversely impact its financial results. For the year ended 31 December 2018, five customers accounted for 81% of the Maersk Drilling Group’s consolidated revenue. Many of these relationships have lasted over 10 years. Of the $2,466 million in contracted backlog as of 31 December 2018 (backlog represents expected revenues for 2019 and beyond), 63% is attributable to these five customers. See “—Backlog Information.” The loss or material reduction of business from a significant customer could therefore have a material adverse impact on the Maersk Drilling Group’s results of operations and cash flows. Moreover, the Maersk Drilling Group’s drilling contracts subject it to counterparty risks. See “—The Maersk Drilling Group is exposed to the credit risks of key customers and certain other third parties.” The ability of each of the Maersk Drilling Group’s counterparties to perform its obligations under a contract with it will depend on a number of factors that are beyond its control such as the overall financial condition of the counterparty. Should a significant customer fail to honour its obligations

48 under an agreement with the Maersk Drilling Group, the Maersk Drilling Group could sustain losses, which could have a material adverse effect on its business, financial condition, and results of operations.

The Maersk Drilling Group may experience reduced profitability or not fully realise its backlog of drilling revenue if its customers terminate, seek to renegotiate or fail to exercise an option to extend its drilling contracts, or if it fails to secure new drilling contracts. The Maersk Drilling Group may be subject to the risk of its customers seeking to terminate or renegotiate their contracts. Customers’ financial positions, as well as restricted credit markets, may adversely affect their ability to perform their obligations under drilling contracts with the Maersk Drilling Group. If the Maersk Drilling Group’s customers cancel or are unable or unwilling to renew some of their contracts, the Maersk Drilling Group will need to secure a new contract for that drilling rig and any time lag in doing so could lead to a period of non-utilisation. In addition, where the Maersk Drilling Group tenders for new contracts, it is generally difficult to predict whether it will be awarded contracts on favourable terms or at all. The tenders are affected by a number of factors beyond the Maersk Drilling Group’s control, such as market conditions, competition (including the intensity of the competition in a particular market), financing arrangements and government approvals required by customers. If the Maersk Drilling Group is unable to secure new contracts on a timely basis and on substantially similar or better terms, if contracts are disputed or suspended for a period of time, or if a number of its contracts are renegotiated, such events would adversely affect the Maersk Drilling Group’s business, financial condition, and results of operations. In addition, E&P Companies commonly ask for options to extend their drilling contracts to include additional work. Such options may expose the Maersk Drilling Group to risk as the customer may decide not to exercise the option and the Maersk Drilling Group may, in the meantime, have to decline other work. In order to mitigate this risk, options should be exercised with a reasonable notice, however, getting E&P Companies to agree to include adequate notice provisions is difficult to achieve in a weak market. The need for long notice periods reflects the long lead times that characterise the industry in which the Maersk Drilling Group operates. Drilling rigs are often contracted long in advance of the date on which drilling commences and without adequate notice periods for options, the Maersk Drilling Group’s ability to market the rig effectively for future contacts may be compromised. Even if the customer decides to exercise the option and provides adequate notice, the terms of the option may be less favourable than the Maersk Drilling Group may otherwise be able to secure with alternative contracts. Most of the Maersk Drilling Group’s drilling contracts may be cancelled by the customer without a termination fee becoming payable upon the occurrence of events beyond the Maersk Drilling Group’s control such as the loss or destruction of the drilling rig, or the suspension of drilling operations for a specified period of time as a result of a breakdown of critical equipment. While most of its contracts require the customer to pay a termination fee in the event of an early cancellation without cause, early termination payments may not fully compensate the Maersk Drilling Group for the full revenue loss of the contract and could result in the drilling rig becoming idle for an extended period of time. If the Maersk Drilling Group or its customers are unable to perform under existing contracts for any reason, or if the Maersk Drilling Group replaces terminated contracts with new contracts having less favourable terms, the Maersk Drilling Group’s backlog of estimated revenue would decline, adversely affecting the Maersk Drilling Group’s business, financial condition, and results of operations. Additionally, the Maersk Drilling Group’s customers may be entitled to pay a waiting, or standby, rate lower than the full operational day rate if a drilling rig is not available to be fully operational for the customer. In addition, if a drilling rig is taken out of service for maintenance and repair for a period of time exceeding the scheduled maintenance periods set forth in the drilling contract, the Maersk Drilling Group may not be entitled to payment of day rates until the rig is able to work. If the interruption of operations were to exceed a determined period, the Maersk Drilling Group’s customers may have the right to pay a rate that is significantly lower than the waiting rate for a period of time or may terminate the drilling contracts related to the subject rig. Prolonged payment of reduced rates or termination of any drilling contract as a result of an interruption of operations could materially adversely affect the Maersk Drilling Group’s business, financial condition, and results of operations.

The Maersk Drilling Group’s business, financial condition, and results of operations may be adversely affected if it does not make accurate assumptions and estimates when tendering for new drilling contracts. The Maersk Drilling Group must make certain assumptions and estimates when it tenders for new contracts, as well as identify key issues and risks (including, but not limited to, the degree of complexity of the project assumptions regarding rig efficiency or utilisation of equipment, HSSE performance requirements, operational

49 expenses, mobilisation costs, tax payments, availability of skilled personnel and availability of critical equipment with long lead times). Assumptions are particularly necessary when tendering for a new client or entering new product or geographic markets. Even when a risk is properly identified, the Maersk Drilling Group may be unable to or may not accurately quantify it. Unforeseen or unanticipated risks and incorrect assumptions when bidding for a contract may lead to increased costs and/or loss of revenue for the Maersk Drilling Group and could adversely affect its business, financial condition, and results of operations.

The Maersk Drilling Group is exposed to the credit risks of key customers and certain other third parties. The Maersk Drilling Group is subject to risks of loss resulting from the non-payment or non-performance by third parties of their obligations. Although the Maersk Drilling Group monitors and manages counterparty risks, some of the Maersk Drilling Group’s customers and other parties may be highly leveraged and subject to their own operating, financial and regulatory risks. During more challenging market environments, the Maersk Drilling Group will be subject to an increased risk of customers seeking to repudiate contracts. The ability of the Maersk Drilling Group’s customers to perform their contractual obligations may also be adversely affected by restricted credit markets and economic downturns. Any bankruptcy, insolvency or inability by the Maersk Drilling Group’s customers to settle their debts or honour their obligations to the Maersk Drilling Group when they fall due may adversely affect the Maersk Drilling Group’s business, financial condition, and results of operations. The Maersk Drilling Group may also have considerable risk in relation to joint-venture partners and other parties with whom the Maersk Drilling Group does and will collaborate with, in particular related to the possible non-performance of such parties of their obligation towards the Maersk Drilling Group. See “—The Maersk Drilling Group faces risks associated with joint ventures and investments in associates”.

Loss of key personnel or the failure to obtain or retain highly skilled personnel could have a material adverse effect on the Maersk Drilling Group’s operations. The Maersk Drilling Group’s success depends on its retention of key personnel and its ability to recruit, retain and develop skilled personnel for its business. The demand for personnel with the capabilities and experience required in the oil and natural gas services industries is high, and even higher when market conditions are strong, and success in attracting and retaining such employees is not guaranteed. There is intense competition for skilled personnel and there are, and may continue to be, shortages in the availability of engineers and other appropriately skilled people at all levels. Shortages of qualified personnel or the Maersk Drilling Group’s inability to obtain and retain qualified personnel could have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations.

The Maersk Drilling Group’s labour costs and related operating costs could increase as a result of a number of factors. A number of factors could increase the Maersk Drilling Group’s labour costs and potentially affect other costs of operations. For example, during historic periods of high growth within the industry, the cost of qualified personnel and equipment has increased dramatically. Even during periods of low growth within the industry, personnel and operating costs related to specific operations may increase as a result of increasingly-stringent local content requirements, which require personnel, services, and equipment to be sourced from the local jurisdiction (see also “—The Maersk Drilling Group is subject to complex laws and regulations in various jurisdictions that can adversely affect the cost, manner or feasibility of conducting its business”.). Although the Maersk Drilling Group’s longer term contracts (those over 12 months in length) with customers typically include price escalation clauses, which establish agreed annual rate increases typically linked to a relevant index to cover the Maersk Drilling Group’s increased costs, there can be no assurance that such clauses will be sufficient to fully compensate the Maersk Drilling Group for higher personnel expenses or related operational costs. Further, certain countries where the Maersk Drilling Group operates may lack a suitable price escalation index, which makes it difficult for the Maersk Drilling Group to negotiate an acceptable escalation clause. Additional labour and related operating costs could have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations.

The Maersk Drilling Group’s operating and maintenance costs will not necessarily fluctuate in proportion to changes in operating revenues. Since 2014, day rates included in new contracts for Maersk Drilling Group’s drilling rigs have declined, although some improvement has been seen in day rates in 2018 versus 2017, reflecting the recent upturn.

50 Recent rate discussions show an improvement from 2017 levels and latest contracts have also been at improved levels from those seen in 2017. However, despite the fact that the Maersk Drilling Group has implemented cost reductions, operating and maintenance costs have not declined in line with day rates during the same period. Similarly, in a situation where a drilling rig faces longer idle periods, reductions in costs may not be immediate as some of the crew may be required to prepare drilling rigs for the idle period and the Maersk Drilling Group may not be able to successfully redeploy crew members who are not required to maintain the drilling rig. Accordingly, there can be no assurance that the Maersk Drilling Group will be successful in reducing its costs proportionately under circumstances where its revenues may also have decreased. To the extent that changes in the Maersk Drilling Group’s operating and maintenance costs are not proportionate to changes in operating revenues there may be a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations.

The Maersk Drilling Group’s success depends to a large extent on IT systems, and the occurrence of an attack or other IT systems incident or break down could result in operational disruption, theft or data corruption and could cause financial or reputational harm to the Maersk Drilling Group. The Maersk Drilling Group’s ability to timely and correctly obtain, process and transmit data related to its operations and products is critical to the effective management of its business. A breakdown of or disruption to any of the Maersk Drilling Group’s IT systems could materially impact its relationships with customers, its reputation and its operating costs and margins. As dependence on digital technologies has increased, cyber incidents, including deliberate attacks or unintentional events, have also increased. A cyberattack could include gaining unauthorised access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data or causing operational disruptions and denial-of-service. In June 2017, the Maersk and its consolidated subsidiaries (together, the “Maersk Group”), and many other firms and organisations in Europe and the United States, experienced a malicious ransomware-based cyberattack which resulted in significant and extended disruptions to critical IT systems and infrastructure. As a part of the Maersk Group at the time, the Maersk Drilling Group relied on certain of the Maersk Group’s IT systems. The cyberattack resulted in an effective lock down of infected computers on the Maersk’s network, with files and documents on affected systems involuntarily encrypted and rendered inaccessible. The cyberattack significantly limited computer access on the administrative side of the Maersk Drilling Group’s IT systems and infrastructure. However, due to information security counter-measures, the Maersk Drilling Group’s operations were unaffected by the cyberattack. The Maersk Drilling Group’s technologies, systems and networks, and those of third parties on which the Maersk Drilling Group relies, could be the target of future cyberattacks or information security breaches. Any such event could result in the unauthorised release, gathering, monitoring, misuse, loss or destruction of proprietary and other information, or other disruption to the Maersk Drilling Group’s business and operations. In addition, certain cyber incidents, such as surveillance, could remain undetected for an extended period of time. There can be no assurance that the Maersk Drilling Group will not be the target of cyberattacks in the future or suffer losses related to any such cyber incident. As both the complexity of technologies in, and cyber threats facing, the Maersk Drilling Group continue to evolve, the Management expects to continue to commit significant resources to the maintenance and further modification and enhancement of its IT systems, and to investigation and remediation of any IT security vulnerabilities or operational inefficiencies. However, there is no guarantee that the Maersk Drilling Group’s IT systems, in their present format or any improvements and new developments thereto, will yield the desired results, and there can be no certainty that the costs incurred in this respect will be realised in the form of improved operational efficiency. In addition, there is no guarantee that any enhancement of the Maersk Drilling Group’s IT systems will prevent further cybersecurity attacks. In addition, certain cyber incidents, such as surveillance, could remain undetected for an extended period of time. Such attacks could lead to further IT systems downtime, loss of access to business applications, inability to meet legal, regulatory or contractual requirements, loss of business information and/or intellectual property through destruction or theft and adversely impact production networks and production capabilities. In addition, until the date of the completion of the Demerger, the Maersk Drilling Group will be a part of the Maersk Group. In advance of the Demerger, the Maersk Drilling Group has undertaken significant efforts to terminate its reliance on existing Maersk Group IT systems and to instead develop and implement independent IT systems. However, as with any new independent IT systems, there are risks that such systems may not be fully operational when required or may experience issues or operational inefficiencies.

51 If the Maersk Drilling Group is not successful in achieving additional operational efficiencies and enhanced IT security through ongoing maintenance, improvement and development of its IT systems, its ability to maintain operational efficiencies and cost structure relative to its competitors and to defend against such cyber incidents could deteriorate, which could have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations.

Damage to the Maersk Drilling Group’s reputation and business relationships may have an adverse effect beyond any monetary liability. The Maersk Drilling Group’s business depends on customer goodwill, the Maersk Drilling Group’s reputation and on maintaining good relationships with its customers, joint venture partners, suppliers, other business partners, employees and regulators. In addition to certain events or circumstances having a direct monetary impact on Maersk Drilling Group, such circumstances or events may also publicly damage the goodwill, injure the reputation or damage the business relationships of the Maersk Drilling Group. A loss of goodwill or injury to its reputation and relationships could result in future loss of business, customers, joint venture partners and employees, which could materially adversely affect the Maersk Drilling Group’s business, results of operations and financial condition.

The Maersk Drilling Group faces risks associated with creating and executing new business models, particularly when such business models involve a risk profile, remuneration, or financial scheme that is different from a conventional drilling contract. The Maersk Drilling Group aims to explore innovative business models with customers and partners in order to expand its share of the value chain, while simultaneously creating better outcomes for its customers and long-term resilience of its business through increased customer collaboration, differentiation and utilisation. Although such business model innovation is intended to offer further earnings opportunities for the Maersk Drilling Group, there are risks associated with creating and executing new business models, particularly when such business models involve a risk profile, remuneration, or financial scheme that is different from the Maersk Drilling Group’s conventional drilling contracts. The Maersk Drilling Group is currently exploring two broad categories of business models including (i) integrating new services into joint offerings to customers as an integrated service provider with the objective of removing waste in the system through better orchestration and alignment of incentives; and (ii) offering new financial models focused on risk and reward sharing through, among other things, deferred payments, fixed pricing or co-investments, enabling operators to develop fields that would otherwise be economically challenged. However, forecasting the success of any new business model is inherently uncertain and depends on a number of factors both within and outside of the Maersk Drilling Group’s control. The Maersk Drilling Group’s actual revenue and profit generated from such business models may be significantly greater or less than forecasts. In addition, the efficiencies anticipated from new business models may fail to be realised, the costs may be higher and the counterparty risk greater than expected. In addition, as the Maersk Drilling Group creates and executes more new business models and expands into other parts of the value chain, the Maersk Drilling Group’s risk profile may continue to shift. See also “—The Maersk Drilling Group relies on third-party subcontractors to complete some parts of its projects and its operations may be adversely affected by the sub-standard performance or non-performance of those third-party subcontractors”, “—The Maersk Drilling Group’s international activities increase the compliance risk associated with applicable anti-corruption laws” and “—The Maersk Drilling Group’s international activities increase the compliance risks associated with economic and trade sanctions imposed by the United States, the European Union and other jurisdictions.” Entering into new business models could have an adverse impact on the Maersk Drilling Group’s business, financial condition, and results of operations.

The Maersk Drilling Group’s financial condition may be materially adversely affected if the Maersk Drilling Group fails to successfully consummate or integrate acquired assets or businesses. Acquisition opportunities for the Maersk Drilling Group may arise from time to time, and any such acquisition could be significant. At any given time, discussions with one or more potential sellers may be at different stages. However, any such discussions may not result in the consummation of an acquisition transaction, and the Maersk Drilling Group may not be able to identify or complete any acquisitions or make assurances that any acquisitions the Maersk Drilling Group makes will perform as expected or that the returns from such acquisitions will support the investment required to acquire or develop them. The Maersk Drilling Group cannot predict the effect, if any, that any announcement or consummation of an acquisition would have on the trading price of the Shares.

52 Any future acquisitions could present a number of risks, including: • the risk of using management time and resources to pursue acquisitions that are not successfully completed; • the risk of failing to identify material problems during due diligence; • the risk of over-paying for assets; • the risk of failing to arrange financing for an acquisition as may be required or desired; • the risk of incorrect assumptions regarding the market conditions for and the future results of acquired operations; • the risk of failing to integrate the operations or management of any acquired operations or assets successfully and timely; and • the risk of diversion of management’s attention from existing operations or other priorities. In addition, the integration and consolidation of acquisitions require substantial human, financial and other resources, including management time and attention, and may depend on the Maersk Drilling Group’s ability to retain the acquired business’ customers, existing management and employees or recruit acceptable replacements. Ultimately, if the Maersk Drilling Group is unsuccessful in integrating any acquisitions in a timely and cost-effective manner, the Maersk Drilling Group’s business, financial condition, and results of operations could be materially adversely affected.

The Maersk Drilling Group has engaged, and may in the future engage, in divestments that may subject it to associated risks and liabilities. The Maersk Drilling Group has provided, and may in the future provide, certain representations, warranties and indemnities in connection with the businesses it sells. As a result, the Maersk Drilling Group may be subject to the risk of liability for breach of representations and warranties and/or indemnity obligations in favour of the respective buyers. While the Maersk Drilling Group does not currently believe there will be any material claims under the representations, warranties and indemnities it has provided, it is possible that claims could be made against the Maersk Drilling Group in the future. If such a claim or claims were successful, it could have a material adverse effect on the Maersk Drilling Group’s results of operations, cash flows and financial position. See “—Risks Relating to the Demerger—ListCo is subject to statutory demerger liability for existing liabilities of Maersk.”

The Maersk Drilling Group faces risks associated with joint ventures and investments in associates. The Maersk Drilling Group has made, and may in the future make investments in joint ventures and associates. Such investments are often entered into to satisfy local requirements in certain jurisdictions and the terms of the investment agreements vary depending on the counterparty and jurisdiction involved. Investments in joint ventures or associates over which the Maersk Drilling Group has partial or joint control are subject to the risk that the other shareholders of the joint venture or associate, who may have different business or investment strategies than the Maersk Drilling Group or with whom the Maersk Drilling Group may have a disagreement or dispute, may have the ability to block business, financial, or management decisions (such as the decision to distribute dividends or appoint members of management) which may be crucial to the success of the Maersk Drilling Group’s investment in the joint venture or associate, or could otherwise implement initiatives which may be contrary to the Maersk Drilling Group’s interests. The Maersk Drilling Group’s partners may be unable, or unwilling, to fulfil their obligations under the relevant shareholder agreements (for example by non-contributing working capital or other resources), or may experience financial, operational, or other difficulties that may adversely impact the Maersk Drilling Group’s investment in a particular joint venture or associate. In addition, the Maersk Drilling Group’s partners may lack sufficient controls and procedures which could expose the Maersk Drilling Group to risk. If any of the foregoing were to occur, such occurrence could have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations.

53 Financial Risks Relating to the Maersk Drilling Group The Maersk Drilling Group’s future results may differ materially from what is expressed or implied by the forecast of consolidated financial information included in this Listing Document, and investors should not place undue reliance on this information. The financial forecasts set forth in this Listing Document, including under “Operating and Financial Review”, “Consolidated Prospective Financial Information for the Financial Year Ending 31 December 2019” and elsewhere, are MDH’s forecast for the financial year ending 31 December 2019. The “Consolidated Prospective Financial Information for the Financial Year Ending 31 December 2019” includes financial forecasts that qualify as profit forecasts. For profit forecasts, the disclosure regime applied based on the principles set out in the Prospectus Regulation provides for disclosure on the principal assumptions on the forecast are based and to include a report prepared by MDH’s independent auditors on whether the consolidated prospective financial information has been properly compiled on the basis stated and whether the basis of accounting used for the consolidated prospective financial information is consistent with the accounting policies of MDH. MDH’s independent auditors did not make any assessment as to whether the assumptions underlying these financial forecasts are well-founded or whether such financial forecasts are attainable. The financial forecasts have been prepared in accordance with the principles set out in the Prospectus Regulation and not in accordance with any other rules or requirements of the United States or elsewhere. These financial forecasts are based upon a number of assumptions and estimates, which are subject to significant business, operational, economic and other risks, many of which are outside of the Maersk Drilling Group’s control. Accordingly, such assumptions may prove to be incorrect. In addition, unanticipated events may materially adversely affect the actual results that the Maersk Drilling Group achieves in future periods whether or not the assumptions relating to the financial years ending 31 December 2019 or future periods otherwise prove to be correct. As a result, the Maersk Drilling Group’s actual results may vary materially from these forecasts and investors should not place undue reliance on them. See also “Special Notice Regarding Forward-Looking Statements”.

The Maersk Drilling Group operates in a capital-intensive industry and its future sources of financing are not necessarily secured. The Maersk Drilling Group operates in a capital-intensive industry and thus may have substantial capital needs in order to be able to cover its obligations in connection with maintaining its fleet of drilling rigs and any potential future growth strategies, including ordering Newbuildings. Capital expenditures for the year ended 31 December 2018 amounted to $182 million. Management expects to finance its capital expenditures and future growth through a combination of operating cash flow and debt financing. It is not certain that the Maersk Drilling Group will generate enough free cash flow to enable it to cover all its financing needs without resorting to debt financing or that its capital expenditures and other investments will yield the returns that it anticipates. The Maersk Drilling Group has an undrawn revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of $400,000,000. Although it is expected that the Revolving Credit Facility will provide the Maersk Drilling Group with sufficient liquidity in case of potential downside scenarios, the available amount under the facility may not sufficiently cover the needs of the Maersk Drilling Group in situations where risk factors relating to, inter alia, idle periods, lower rates, lower payments for downtime, project cost overruns and cost increases materialise in a manner not foreseen and catered for by the Maersk Drilling Group. Moreover, it may not be possible, irrespective of the general level of interest rates, to obtain additional required debt financing or it may only be possible to do so with difficulty, with delay or at unfavourable commercial terms. See “—If the Maersk Drilling Group’s degree of leverage is too high, it could become more vulnerable in the event of a downturn in business or the economy generally. In addition, if the Maersk Drilling Group is unable to comply with the restrictions and the financial covenants in the Facilities Agreements or any future agreement governing its indebtedness, there could be a default under the terms of these agreements, which could result in an acceleration of repayment of funds that have been borrowed.”

If the Maersk Drilling Group’s degree of leverage is too high, it could become more vulnerable in the event of a downturn in business or the economy generally. In addition, if the Maersk Drilling Group is unable to comply with the restrictions and the financial covenants in the Facilities Agreements or any future agreement governing its indebtedness, there could be a default under the terms of these agreements, which could result in an acceleration of repayment of funds that have been borrowed. The Maersk Drilling Group has incurred, and may in the future incur, significant amounts of debt. As of 31 December 2018, the Maersk Drilling Group had total outstanding interest-bearing debt with a carrying

54 amount of $1,470 million. See “Capitalisation and Indebtedness”. The Maersk Drilling Group may now or in the future have a greater degree of leverage than its regional or international peers, or both. The Maersk Drilling Group’s degree of leverage could also make it more vulnerable to a downturn in business or the economy generally. The Maersk Drilling Group could default on its debt service obligations, or, if it becomes more leveraged in the future, the resulting increase in debt service requirements could cause it to default on its obligations, any of which could have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations. If the Maersk Drilling Group is unable to comply with the restrictions and covenants in the Syndicated Facilities Agreement, the DSF Facility Agreement or any other future debt financing agreements, there could be a default or cancellation under the terms of those agreements and lenders could terminate their commitments to lend or accelerate the outstanding loans and declare all amounts borrowed due and payable. The Maersk Drilling Group’s ability to comply with these restrictions and covenants, including meeting financial ratios and measures, is dependent on its future performance. See “Operating and Financial Review—Liabilities and Indebtedness” for further information on any restrictions and covenants in the Syndicated Facilities Agreement and the DSF Facility Agreement pertaining to the Maersk Drilling Group’s existing debt arrangements. Borrowings under debt arrangements that contain cross-acceleration or cross-default provisions may also be accelerated and become due and payable. In addition, the Syndicated Facilities Agreement and the DSF Facility Agreement include change of control provisions which if triggered could result in the Maersk Drilling Group having to immediately prepay all amounts, including interest, accrued and owing under the facilities made available pursuant to the Syndicated Facilities Agreement and the DSF Facility Agreement, respectively. Moreover, the DSF Facility Agreement includes a provision to the effect that if “Maersk” ceases to form part of the name of certain vessels or subsidiaries in the Maersk Drilling Group or if APMH ceases to be represented on the board of directors of ListCo, this could result in the Maersk Drilling Group having to immediately prepay all amounts, including interest, accrued and owing under the facility made available pursuant to the DSF Facility Agreement. See also “—The Maersk Drilling Group may become unable or subject to further restrictions in continued use of a number of trademarks, names, vessels and rig names and other designations including “Maersk Drilling” as trademark and company name, the Maersk blue colour and the seven-pointed star currently used by the Maersk Drilling Group.” In addition, the Syndicated Facilities are secured by (i) 1st priority mortgages on 20 of the Maersk Drilling Group’s 23 rigs/vessels (the “Syndicated Collateral Rigs”), (ii) 1st priority assignment of insurance of the Syndicated Collateral Rigs, (iii) 1st priority pledge of certain bank accounts and, (iv) 1st priority share pledge in the group members being owners of the Syndicated Collateral Rigs and certain material intra-group charterers in respect of the Syndicated Collateral Rigs and (v) subordination of certain intra-group loans. In certain circumstances, earnings in respect of employment contracts for the Syndicated Collateral Rigs will be assigned in favour of the lenders under the Syndicated Facilities Agreement. Accordingly, the Maersk Drilling Group’s degree of leverage, restrictive covenants in the Syndicated Facilities Agreement and the DSF Facility Agreement, respectively, or the fact that the majority of the Maersk Drilling Group’s existing assets have been pledged in favour of existing lenders could affect its ability to obtain additional financing for working capital, capital expenditures, acquisitions, development or other general corporate purposes. If any of these events occur, the Maersk Drilling Group cannot guarantee that its assets will be sufficient to repay in full all of its outstanding indebtedness, and the Maersk Drilling Group may be unable to find alternative financing. Even if the Maersk Drilling Group could obtain alternative financing, that financing might not be on terms that are favourable or acceptable. The occurrence of such events may have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations.

The Maersk Drilling Group’s results are affected by fluctuations in foreign exchange rates. The Maersk Drilling Group’s income is primarily denominated in U.S. dollars, while the related expenses are incurred in a wide range of currencies, including U.S. dollars, Danish kroner, pounds sterling and Norwegian kroner. In order to manage foreign exchange rate exposure related to costs incurred in local currency, the Maersk Drilling Group has implemented a long-term hedging strategy, whereby costs associated with its head office in Denmark are hedged with financial transactions while in other jurisdictions the hedging strategy is to enter into customer contracts where an element of the contract value is in the local currency of the relevant jurisdiction to match the local costs. There are complexities inherent in determining whether and when foreign currency exposure of the Maersk Drilling Group will materialise. The Maersk Drilling Group may also have difficulty in fully implementing its

55 hedging strategy if its hedging counterparties are unwilling to increase derivative risk limits with it, and the Maersk Drilling Group is also exposed to the risk of non-performance or default by these hedging counterparties. The exchange rates at which the Maersk Drilling Group is able to hedge its foreign currency exposure may also deteriorate. Accordingly, its foreign currency hedging strategy may not protect it from significant changes in the exchange rate of the U.S. dollar to other currencies, in particular over the long term, which could have a negative effect on the Maersk Drilling Group’s results of operation and financial condition. In addition, in accordance with its hedging strategy, the Maersk Drilling Group estimates its local currency costs in order to hedge the local currency element of its non-U.S. dollar-denominated contracts and to the extent that any portion of such costs is not hedged, the Maersk Drilling Group will be exposed to changes in exchange rates, which may be significant. Failure to manage this cost/price exposure could have an effect on the Maersk Drilling Group’s business, financial condition, and results of operations. In addition to the foreign currency exposure that the Maersk Drilling Group faces in its operations, certain jurisdictions in which the Maersk Drilling Group operates may from time to time impose restrictions on the movement of cash thereby limiting the Maersk Drilling Group’s ability to move money from the local jurisdiction. Any such restrictions could have an adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations.

Interest rate fluctuations could affect the Maersk Drilling Group’s earnings and cash flow. As part of the preparation of the Demerger, the Maersk Drilling Group has incurred gross debt in the amount of $1,500 million as of 31 December 2018 and may incur additional amounts of debt in the future. The facility made available under the DSF Facility Agreement and the majority of the facilities made available under the Syndicated Facilities Agreement have floating interest rates. In order to manage the Maersk Drilling Group’s exposure to interest rate fluctuations, the Maersk Drilling Group targets to have a minimum of 50% of gross debt at fixed interest rates either directly or through interest rate swaps. The Maersk Drilling Group has interest rate swaps in place resulting in 64% of gross debt being at a fixed interest rate in 2019, 63% in 2020, 49% in 2021, 48% in 2022 and 46% in 2023. The weighted average fixed rate debt ratio is 52% for the next five years, assuming no new debt. If the Maersk Drilling Group is unable to effectively manage its interest rate exposure, any increase in market interest rates would increase the Maersk Drilling Group’s interest rate exposure, debt service obligations, earnings and cash flow. Such changes in interest rates could also have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations.

Legal and Regulatory Risks Relating to the Maersk Drilling Group The Maersk Drilling Group is subject to complex laws and regulations in various jurisdictions that can adversely affect the cost, manner or feasibility of conducting its business. The Maersk Drilling Group is subject to numerous laws and regulations in the jurisdictions in which it operates, covering a variety of areas, including: • oil and natural gas exploration and development; • the equipment requirements for, and operation of, drilling rigs, and provision of well services; • customs duties on the importation of drilling rigs and equipment; • protection of the environment (see also “—The Maersk Drilling Group may be subject to liability under multifaceted environmental laws and regulations and contractual environmental liability, which could have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations.”); • taxation of offshore earnings and the earnings of expatriate personnel (see also “—The complexity and continued development of local and international tax rules and interpretation thereof and the complexity of Maersk Drilling Group’s business, together with increased political and public focus on multinational companies’ tax payments, may expose Maersk Drilling Group to financial and reputational risks”); • repatriation of foreign earnings; • health, safety, security and environment (“HSSE”) performance requirements; • the employment and compensation of local employees; and • the use of local suppliers, contractors, representatives and/or agents by the Maersk Drilling Group.

56 In addition, some foreign governments favour or require: (i) the awarding of drilling contracts to contractors wholly or partially owned by their own citizens; (ii) the partial or complete ownership of drilling rigs and/or equipment by their own citizens; (iii) the local registration of companies or branches; (iv) the use of a local representative/agent; (v) the purchase of goods or services from local suppliers; (vi) ministerial or central bank approval for payments in a currency other than the local currency and/or (vii) the employment of their own citizens. These practices, known as “local content requirements”, may, to the extent that there is a limited supply of local suppliers, partners and contractors qualified for the Maersk Drilling Group’s services, materially adversely affect the Maersk Drilling Group’s ability to compete or to operate in those regions as well as the Maersk Drilling Group’s costs and ultimately its business, financial condition, and results of operations. To the extent local content requirements are only discovered or confirmed after operations have commenced, the Maersk Drilling Group may be restricted from receiving payments for its drilling services, incur substantial costs and may ultimately be required to cease operations in the local jurisdiction. Further, it is difficult to predict what laws or regulations may be enacted in the future or how the local authorities’ implementation, interpretation, or enforcement of such regulations could adversely affect the global drilling industry and the Maersk Drilling Group’s business. Applicable laws and regulations can significantly affect the ownership and operation of the Maersk Drilling Group’s rigs, and failure to comply may subject the Maersk Drilling Group to exclusion from the relevant market, loss of future and existing contracts, and criminal sanctions or administrative or civil remedies, including fines, denial of export privileges, injunctions, or seizures of assets. While the Maersk Drilling Group maintains policies designed to comply with various foreign laws and regulations, it may not be possible for the Maersk Drilling Group to detect or prevent every violation in every jurisdiction in which its employees, agents, subcontractors or joint venture partners are located. Should such a violation occur, the Maersk Drilling Group or its directors, officers, and employees may therefore be subject to civil and criminal penalties and to reputational damage.

The Maersk Drilling Group may be subject to liability under multifaceted environmental laws and regulations and contractual environmental liability, which could have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations. The Maersk Drilling Group’s operations are subject to a variety of laws, regulations, and requirements in multiple jurisdictions controlling the discharge of various materials into the environment (including petroleum products, asbestos, polychlorinated biphenyls and other substances that may be present at, or released or emitted from, the Maersk Drilling Group’s operations), requiring removal and clean-up of materials that may harm the environment, controlling carbon dioxide emissions, or otherwise relating to the protection of the environment. Such laws, regulations and requirements vary from jurisdiction to jurisdiction. The application of these requirements or the adoption of new requirements could have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations. In general, the laws and regulations protecting the environment are becoming increasingly numerous, stringent, and complex. For example, the Maersk Drilling Group is subject to U.S. regulations (such as the Clean Water Act, and other regulations administered by the U.S. Coast Guard, the Environmental Protection Agency, and the Bureau of Safety and Environmental Enforcement), UK regulations (such as the requirement to have an Oil Pollution Emergency Plan pursuant to the Offshore Safety Directive), and other national and international regulations (such as the requirement to have a Shipboard Oil Pollution Emergency Plan (“SOPEP”) pursuant to the International Maritime Organisation). The Maersk Drilling Group incurs, and expects to continue to incur, significant capital and operating costs to comply with applicable environmental laws and regulations. A failure to comply with applicable environmental laws and regulations, or to obtain or maintain necessary environmental permits or approvals, or a non-compliant release of oil or other hazardous substances in connection with the Maersk Drilling Group’s operations could subject the Maersk Drilling Group to significant administrative and civil fines and penalties, criminal liability, remediation costs for natural resource damages, third-party damages, and material adverse publicity, or may result in the suspension or termination of its operations. Some laws may expose the Maersk Drilling Group to liability for the conduct of, or conditions caused by, third parties (including customers and subcontractors), or for acts that were in compliance with all applicable laws at the time they were performed. Further, some of these laws and regulations may impose direct and strict liability, rendering a company or a person liable for environmental damage without regard to negligence. The Maersk Drilling Group is required to satisfy insurance and financial responsibility requirements for potential oil (including marine fuel) spills and other pollution incidents and the

57 insurance may not be sufficient to cover all such risks and may at times become materially more costly to acquire. The Maersk Drilling Group has generally been able to obtain some degree of contractual indemnification pursuant to which its customers agree to hold harmless and indemnify the Maersk Drilling Group against liability for pollution, well and environmental damage. However, generally in the oil and natural gas services industry there is increasing pressure from customers to pass on a larger portion of the liabilities to contractors, such as the Maersk Drilling Group, as part of their risk management policies. Further, there can be no assurance that the Maersk Drilling Group can obtain indemnities in its contracts or that, in the event of extensive pollution and environmental damage, its customers would have the financial capability to fulfil their contractual obligations. Further, such indemnities may be deemed legally unenforceable based on relevant law, including as a result of public policy. Finally, if a major industry incident, such as the blowout of the Macondo well in the U.S. Gulf of Mexico in 2010, was to occur again, this could lead to a regulatory response which may result in further increased operating costs and exposures. The Maersk Drilling Group cannot predict with any certainty what further impact, if any, future serious incidents may have on the regulation of offshore oil and natural gas exploration and development activity and the cost and availability of insurance coverage to cover the risks of such activities. The enactment of new or stricter regulations in the United States and other countries and increased liability for companies operating in this sector plus increased cost or unavailability of insurance could adversely affect the Maersk Drilling Group’s operations.

The Maersk Drilling Group operates in various jurisdictions, and is thereby exposed to a number of risks inherent in international operations, including political, civil, or economic disturbance. The Maersk Drilling Group currently operates in 12 countries and may operate in additional countries in the future, thereby exposing it to risks that are inherent to conducting international operations, some of which are due to factors beyond the Maersk Drilling Group’s control, including: • terrorist acts, war, civil disturbances and military actions; • seizure, nationalisation or expropriation of property or equipment; • political unrest or revolutions; • acts of piracy, which have historically affected ocean-going vessels; • actions by environmental organisations; • natural disasters; • pollution or environmental damage; • public health threats; • labour interruptions or strikes; • the inability to repatriate income or capital; • complications associated with repairing and replacing equipment in remote locations; • delays or difficulties in obtaining necessary visas and work permits for its employees; • wage and price controls imposed by the relevant authorities; • delays or difficulties in obtaining required licenses or approval to operate from the relevant authorities; • imposition of trade barriers, moratoriums or sanctions and other forms of government regulation and economic conditions; and • changes to country-specific regulatory, tax or financial requirements. Some of these risks could result in events that limit or disrupt the Maersk Drilling Group’s operations (for example, by requiring or resulting in evacuation of personnel, cancellation of contracts, or the loss of personnel or assets), impose practical or legal barriers to the Maersk Drilling Group’s continued operations, or negatively impact the profitability of those operations, and could therefore have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations. For example, the United States government has initiated or is considering imposing tariffs on certain imports and/or trade counterparties, including China, and certain foreign governments, including China, have initiated or are

58 considering imposing retaliatory tariffs on certain United States goods. A global trade disruption, whether as the result of a prolonged “trade war” or some other reason, could result in changes to the cost of oil or other goods, impacting E&P Companies’ demand for drilling services.

If the Maersk Drilling Group or its customers are unable to acquire or renew permits and approvals required for drilling operations or are unable to comply with regulations required to maintain such permits and approvals, the Maersk Drilling Group may be forced to suspend or cease its operations, and its profitability may be reduced. Crude oil and natural gas exploration and production operations require numerous permits and approvals for the Maersk Drilling Group and its customers from governmental agencies in the areas in which it operates. Many governmental agencies have increased regulatory oversight and permitting requirements in recent years. If the Maersk Drilling Group or its customers are not able to obtain necessary permits and approvals in a timely manner, the Maersk Drilling Group’s operations will be adversely affected. Obtaining all necessary permits and approvals may necessitate substantial expenditures to comply with the requirements of these permits and approvals. Future changes to these permits or approvals or any adverse change in the interpretation of existing permits and approvals could result in further unexpected, substantial expenditures. Such regulatory requirements and restrictions could also delay or curtail the Maersk Drilling Group’s operations, require it to make substantial expenditures to meet compliance requirements, and could have a material impact on its business, financial condition, and results of operations and may create a risk of expensive delays or loss of value if a project is unable to function as planned. In addition, the Maersk Drilling Group is subject from time to time to audits by regulators who assess conformity with regulations. In 2018, the Petroleum Safety Authority Norway (“PSA”) conducted such an audit of the Maersk Drilling Group, together with other operators in the industry, to determine how they have established, verified and maintain the barrier function for evacuation to sea on all their units which hold an Acknowledgement of Compliance (“AoC”). Following a finding of deficiencies, the Maersk Drilling Group received an order from the PSA to (i) establish performance requirements for the specific technical, operational or organisational barrier elements required to ensure that the individual barrier is effective, (ii) know which barriers and barrier elements are non-functioning or weakened and (iii) initiate necessary measures for correcting or compensating for deficient or weakened barriers. The deadline for compliance with the order is 31 March 2019. The Maersk Drilling Group is currently working on corrective measures to demonstrate its ability to comply with the order and respond to the PSA by the deadline. The Maersk Drilling Group anticipates that there will be sizeable costs over a number of years associated with implementing the corrective measures. Failure to adequately comply with orders received from regulators could result in the requirement for further substantial expenditures, the imposition of operational restrictions on the Maersk Drilling Group and, potentially, the loss of required permits or approvals, all of which could have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations.

The complexity and continued development of local and international tax rules and interpretation thereof and the complexity of Maersk Drilling Group’s business, together with increased political and public focus on multinational companies’ tax payments, may expose Maersk Drilling Group to financial and reputational risks. Maersk Drilling Group operates in multiple jurisdictions, which entails an inherent tax risk, with respect to corporate taxes, value added taxes and excise duties, as well as withholding taxes and taxes regarding specific rig taxation, and allocation between jurisdictions hereof. Most of Maersk Drilling Group’s operations are subject to potential changes in tax regimes in a similar manner as other companies in the industry. General changes to applicable tax laws and regulations at the national level, or changes to the interpretation of existing rules or case law, could adversely affect the Maersk Drilling Group’s business, financial condition, and results of operations. The Maersk Drilling Group’s business requires it to make significant long-term capital expenditures and commitments on the basis of forecasts, including forecasts of potential tax liabilities. Changes in tax regimes or changes to interpretation of existing rules may have a detrimental effect on the business cases for certain long-term investments. As tax laws are complex and subject to interpretation, there is a risk that the Maersk Drilling Group may not be able to maintain a position as expressed in a tax return following the filing of such tax return. The Maersk Drilling Group recognises provisions in its financial statements for known and material tax risks based on the assessed probability of such risks materialising. As a result, such provisions are generally lower than the potential maximum risks. If unknown tax risks were to materialise, this could result in a material amount of

59 taxes payable, penalties, and interests. Any payment of taxes exceeding the amount recognised in provisions could negatively affect the Maersk Drilling Group’s cash flows and financial results. As a result of the Maersk Drilling Group being a multi-jurisdiction business with assets owned in different jurisdictions, it is subject to complex and subjective transfer pricing rules. The Maersk Drilling Group takes part in a significant number of intercompany transactions on a yearly basis, which includes transactions in and across different tax regimes. Such transactions must be carried out at arm’s length to comply with local transfer pricing rules and the international standards set out by the Organisation for Economic Co-operation and Development. The high number of transactions and the complexity of the business, together with compliance requirements, may cause non-compliance with transfer pricing rules. Any non-compliance could result in material tax expenses, interests and/or penalties, and in some instances, double taxation. Double taxation is, in particular, a risk when operating in countries outside the European Union. The Maersk Drilling Group operates in several different value added tax or excise duty regimes and has taken part in a number of highly complex international and local transactions. The high number of transactions and the complexity of the business, together with compliance requirements, may cause non-compliance with value-added tax and excise duty rules. Any non-compliance could result in material tax expenses, interests and/or penalties. The Maersk Drilling Group’s effective tax rate is impacted by the mix of income earned in different countries and the related corporate tax rate, as well as withholding taxes upon repatriation of profit locally. Local tax rules, interpretation of tax rules and case law in different jurisdictions change over time, and may be implemented with retroactive effect. Interest limitation rules may affect the ability to claim tax deductions for external and internal financial costs thus also increasing the effective tax rate. Changes in local tax legislation could impact the effective tax rate, as well as impose a risk of breach of such regulations. The Maersk Drilling Group owns rigs directly or through subsidiaries in Denmark, Singapore and the United Kingdom. In Singapore, the income from rigs is subject to local shipping exemption rules imposing a tonnage based tax. However, based on prior tax cases the profit allocation between Denmark and Singapore could materially affect the effective tax rate and the underlying cash tax payments going forward. The political and public focus on multinational companies’ tax payments has increased in recent years, together with the complexity of the tax rules and business activities. As a result, Maersk Drilling Group’s decisions related to tax may be publicly criticised. As a result of any of the above, the Maersk Drilling Group could experience material adverse effects on its business, financial condition, and results of operations, and could lead to reputational damage. In addition, the Maersk Drilling Group’s tax positions are subject to audit by relevant tax authorities who may disagree with the Maersk Drilling Group’s interpretations or assessments of the effects of tax laws, treaties, or regulations, or their applicability to its corporate structure or certain of its transactions it has undertaken. Such challenges may arise even in relation to matters that have been the subject of agreement or settlements with the relevant tax authorities in the past, e.g., tax reorganisations. If any tax authority successfully challenges the Maersk Drilling Group’s operational structure, intercompany pricing policies, the taxable presence of its subsidiaries in certain countries, or if the Maersk Drilling Group loses a material tax dispute in any country, or any tax challenge of the Maersk Drilling Group’s tax payments is successful, the Maersk Drilling Group’s effective tax rate on its earnings could increase substantially and the Maersk Drilling Group’s earnings and cash flows from operations could be materially adversely affected. There are, for instance, several transactions taking place between the companies in the Maersk Drilling Group, which must be carried out in accordance with arm’s-length principles in order to avoid adverse tax consequences. Statutory documentation on a transfer pricing policy with the aim of determining arm’s-length prices for intercompany transactions has been established in order to minimise this risk. However, there can be no assurance that the tax authorities will conclude that the Maersk Drilling Group’s transfer pricing policy calculates correct arm’s-length prices for intercompany transactions. This could lead to an adjustment of the agreed price, which would in turn lead to an increased tax cost for the Maersk Drilling Group. The Maersk Drilling Group could therefore incur material amounts of tax cost in excess of currently recorded amounts if its positions are challenged and it is unsuccessful in defending them.

The Maersk Drilling Group’s international activities increase the compliance risk associated with applicable anti-corruption laws. The Maersk Drilling Group currently operates in 12 countries, including in some where the risks associated with fraud, bribery, and corruption are significant, and may operate in additional countries in the future. The

60 Maersk Drilling Group may be subject to the requirements of the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and similar anti-corruption laws in other jurisdictions. The Maersk Drilling Group is committed to doing business in accordance with applicable anti-corruption laws and has adopted policies and procedures which are designed to promote legal and regulatory compliance therewith. However, the Maersk Drilling Group’s employees, agents and/or partners acting on its behalf may take actions determined to be in violation of such applicable laws and regulations. Any such violation could result in substantial fines, sanctions, deferred settlement agreements, civil and/or criminal penalties, or curtailment or prohibition of operations in certain jurisdictions, which might materially adversely affect the Maersk Drilling Group’s business, financial condition, and results of operations. In addition, actual or alleged violations could damage the Maersk Drilling Group’s reputation and ability to do business. Furthermore, detecting, investigating and resolving actual or alleged violations are expensive and can consume significant time and attention of senior management.

The Maersk Drilling Group’s international activities increase the compliance risks associated with economic and trade sanctions imposed by the United States, the European Union and other jurisdictions. To support Maersk Drilling Group’s international operations, it sources labour, equipment, and parts from a variety of countries, including the U.S. and countries within the EU. Due to the international movement of assets, goods, people, and funds inherent in its operations, the Maersk Drilling Group is subject to economic and trade sanctions and export control laws and regulations imposed by the U.S. (including U.S. Treasury Office of Foreign Asset Control and Bureau of Industry and Security), the EU, and other jurisdictions, as well as international public organisations such as the United Nations. Under economic and trade sanctions laws and regulations, relevant authorities may seek to restrict business practices and modify compliance programmes, which may consequently restrict the Maersk Drilling Group’s business, increase compliance costs, and, in the event of any violations, subject the Maersk Drilling Group to fines, penalties, and other sanctions. The Maersk Drilling Group is committed to doing business in accordance with applicable sanctions and export control laws and regulations and has adopted policies and procedures which are designed to promote legal and regulatory compliance therewith. However, if the Maersk Drilling Group fails to comply with applicable sanctions through its foreign trade controls compliance programmes, it could be subject to substantial fines, sanctions, deferred settlement agreements, civil and/or criminal penalties, or curtailment of operations in certain jurisdictions, which could materially adversely affect the Maersk Drilling Group’s business, financial condition, and results of operations. Similarly, the Maersk Drilling Group’s reliance on third-party subcontractors to perform some parts of its projects creates additional compliance risk, as such third-parties’ non-compliance may expose the Maersk Drilling Group to additional sanctions or penalties. Expansion of sanctions programmes, embargoes and other restrictions in the future (including additional designations of countries subject to sanctions), or modifications in how existing sanctions are interpreted or enforced, could also place or increase restrictions on the Maersk Drilling Group’s operations in countries in which it currently conducts business or on planned and potential operations in countries in which it may conduct business in the future. If any of the risks described above materialise, it could have a material adverse impact on the Maersk Drilling Group’s business, financial condition, and results of operations.

The Maersk Drilling Group’s activities require the processing of personal data, thereby exposing it to compliance risks associated with relevant data protection laws. In the regular course of business, the Maersk Drilling Group processes certain categories of personal data about its employees, consultants, and individual representatives of various third parties. The Maersk Drilling Group is subject to the requirements of various data privacy and protection laws and regulations in force in the areas in which it operates, including but not limited to the EU General Data Protection Regulation. The Maersk Drilling Group is committed to doing business in accordance with applicable data protection laws and regulations and has adopted policies and procedures which are designed to promote legal and regulatory compliance therewith. However, if the Maersk Drilling Group fails to comply with applicable legal requirements through its data protection compliance programme, it could be subject to substantial fines, civil and/or criminal penalties, or curtailment of relevant data processing activities in certain jurisdictions, which might materially adversely affect the Maersk Drilling Group’s business, financial condition, and results of operations.

61 The exit of the United Kingdom from membership in the EU may adversely affect the Maersk Drilling Group’s business, financial condition, and results of operations, and may result in restrictions or imposition of taxes and duties. Further to the 2016 United Kingdom European Union membership referendum (“Brexit”), the potential exit of the United Kingdom from the EU could adversely affect the Maersk Drilling Group’s ability to compete or to operate in the United Kingdom, as well as its existing and future customers, suppliers and employees in the United Kingdom. Brexit could lead to legal and tax uncertainty and potentially divergent national laws and regulations as the United Kingdom determines which European Union laws to replace or replicate. The measures could potentially disrupt the markets the Maersk Drilling Group serves and the tax jurisdictions in which the Maersk Drilling Group operates and adversely change tax benefits or liabilities in these or other jurisdictions, and may cause the Maersk Drilling Group to lose customers or suppliers or increase the cost of doing business in the United Kingdom. In the near term, there is a risk of disrupted import and export processes due to a lack of administrative processing capacity by the respective United Kingdom and EU customs agencies that may delay time-sensitive shipments and may negatively impact the Maersk Drilling Group’s supply chain. Any further changes in international trade, tariff and import/export regulations as a result of Brexit or otherwise may impose unexpected duty costs or other non-tariff barriers on the Maersk Drilling Group. In addition, trade and investment between the United Kingdom, the EU, the United States and other countries will be impacted by the fact that the United Kingdom currently operates under the EU’s tax treaties. The United Kingdom will need to negotiate its own tax and trade treaties with countries all over the world, which could take years to complete. While the Maersk Drilling Group cannot anticipate the outcome of these future negotiations, effects could include uncertainty regarding tax exemptions and reliefs within the EU, as well as expected changes in tariffs and tax laws or regulations which could materially and adversely affect the Maersk Drilling Group’s business, financial condition, and results of operations.

Regulation of greenhouse gases and climate change could have a negative impact on the Maersk Drilling Group’s business, financial condition, and results of operations. Governments around the world are increasingly focused on enacting laws and regulations regarding climate change and regulation of greenhouse gases. Lawmakers and regulators in the jurisdictions where the Maersk Drilling Group operates have proposed or enacted regulations requiring reporting of greenhouse gas emissions and the restriction thereof. In addition, efforts have been made and continue to be made in the international community toward the adoption of international treaties or protocols that would address global climate change issues and impose reductions of hydrocarbon-based fuels. Laws or regulations incentivising or mandating the use of alternative energy sources such as wind power and solar energy have also been enacted in certain jurisdictions. Numerous large cities globally and a few countries have mandated conversion from internal combustion engine-powered vehicles to electric-powered vehicles and placed restrictions on non-public transportation. These measures are aimed at reducing reliance on and future demand for oil, which could have a material impact on the Maersk Drilling Group’s business. Laws, regulations, treaties, and international agreements related to greenhouse gases and climate change may unfavourably impact the Maersk Drilling Group’s business, its suppliers, and its customers, may result in increased compliance costs and operating restrictions, and could reduce drilling in the offshore oil and natural gas industry, all of which would have a material adverse impact on the Maersk Drilling Group’s business, financial condition, and results of operations.

The Maersk Drilling Group’s operations are subject to the risks of litigation and other legal and regulatory proceedings. At any given time, the Maersk Drilling Group is involved in litigation and other legal and regulatory proceedings, including with tax authorities, arising in the ordinary course of business or otherwise. Such proceedings may include claims related to commercial, labour, employment, securities, tax, HSSE, or other matters and may result in significant damages and/or fines. The process of managing such proceedings, even if the Maersk Drilling Group is successful, may be costly, and may approximate the cost of damages sought. A recent incident took place in December 2017, where the Maersk Drilling Group suffered a serious incident on board the Maersk Interceptor operating in Norway, which resulted in the death of one crew member and serious physical injury to another crew member. The incident was investigated by the Maersk Drilling Group and the PSA, and is still being investigated by the Norwegian police. Management expects the Norwegian

62 authorities to levy various fines and penalties against the Maersk Drilling Group as a result of this incident, and may also be subject to certain civil claims from involved parties. Actions against the Maersk Drilling Group could also expose it to adverse publicity, which might adversely affect its brand and reputation. The course and expenses of such proceedings, and the outcome of any given matter, cannot be predicted with certainty and adverse trends, expenses, and outcomes could adversely affect the Maersk Drilling Group’s business, financial condition, and results of operations. Where provisions have already been recognised in financial statements for ongoing legal or regulatory matters, these have been recognised as the best estimate of the expenditure required to settle the obligation as at the reporting date. Such estimates are inherently uncertain and it is possible that the eventual outcomes may differ materially from current estimates, resulting in future increases or decreases to the required provisions, or actual losses that exceed or fall short of the provisions recognised. For further information, see Note 5.3 of the Consolidated Financial Statements.

Technology disputes involving the Maersk Drilling Group or the Maersk Drilling Group’s suppliers or sub-suppliers could impact the Maersk Drilling Group’s operations. The services provided by the Maersk Drilling Group utilise patented or otherwise proprietary technology, and consequently involve a potential risk of infringement of third-party rights. It is not uncommon for industry participants to pursue legal action to protect their intellectual property and entities in the Maersk Drilling Group have been involved in such legal actions in the past. The Maersk Drilling Group is not currently aware of any patents that create a material risk of the Maersk Drilling Group infringing third-party rights. However, there can be no assurance that other industry participants will not pursue legal action against the Maersk Drilling Group to protect intellectual property that the Maersk Drilling Group may at least allegedly utilise. Such legal action could result in limitations on the Maersk Drilling Group’s ability to use the patented technology or require the Maersk Drilling Group to pay a fee for the continued use of intellectual property. The majority of the intellectual property rights relating to the Maersk Drilling Group are owned by the Maersk Drilling Group’s suppliers or sub-suppliers and relate to the equipment installed on the drilling rigs. In the event that the Maersk Drilling Group or one of its suppliers or sub-suppliers becomes involved in a dispute over infringement of intellectual property rights relating to assets provided by suppliers or sub-suppliers to or otherwise used by the Maersk Drilling Group, the Maersk Drilling Group may lose access to repair services, replacement parts, or could be required to cease use of the relevant assets or intellectual property. The Maersk Drilling Group could also be required to pay royalties for the use of such assets or intellectual property. The consequences of technology disputes involving the Maersk Drilling Group or its suppliers could materially adversely affect the Maersk Drilling Group’s business, financial condition, and results of operations. Certain of the Maersk Drilling Group’s contracts with its suppliers provide the Maersk Drilling Group with contractual rights to indemnity from the supplier against intellectual property lawsuits. However, such contractual rights to indemnity may not adequately cover losses or cover all risks, and no assurances can be given that the Maersk Drilling Group’s suppliers will be willing or financially able to indemnify the Maersk Drilling Group against these risks, or that such contractual indemnities will protect the Maersk Drilling Group from adverse consequences of such technology disputes. In addition, the Maersk Drilling Group may choose to pursue legal action to protect its intellectual property. If the Maersk Drilling Group is unable to protect and maintain its intellectual property rights, or if there are any successful intellectual property challenges proceedings against the Maersk Drilling Group, its ability to differentiate its future service offerings could diminish. None of the Maersk Drilling Group’s current service offerings in operation relies on patented information for differentiation and there are currently no such cases ongoing, but there is no guarantee that such cases or claims will not be raised in the future. In addition, from time to time, the Maersk Drilling Group may pursue action to challenge patents of competitors, suppliers and others. Should these cases not succeed, the Maersk Drilling Group may be subject to legal costs and may not be able to use the patented technology or may have to pay a fee for the continued use of such patents. The consequences of any of the intellectual property disputes with third parties described above could materially adversely affect the Maersk Drilling Group’s business, financial condition, and results of operations.

63 Risks Relating to the Demerger ListCo is subject to statutory demerger liability for existing liabilities of Maersk. Following the Demerger, where a creditor of Maersk is not paid, ListCo will be liable in accordance with section 254(2) of the Danish Companies Act for any obligations (in Danish: “forpligtelser”) of Maersk existing at the date of publication of the Demerger Plan by the Danish Business Authority, i.e. as of 4 March 2019. Similarly, Maersk will be liable for any obligations assigned to ListCo existing as of the same date. This entails that, if a creditor of either Maersk or ListCo, respectively, does not receive full payment of its claim against Maersk or ListCo, respectively, the other company (i.e., ListCo in terms of claims against Maersk and vice versa) will be liable for any obligations that existed as at the date of publication of the Demerger Plan. By law, the liability of ListCo described above is capped at a maximum amount equal to the net value as of 4 March 2019 of the assets and liabilities contributed to ListCo, while the liability of Maersk is capped at a maximum amount equal to the net value of the assets and liabilities remaining in Maersk as of 4 March 2019. However, this limitation does not apply to taxes as, according to generally applicable Danish tax rules, the liability to the tax authorities is unlimited and comprises taxes payable up until the date when the General Meeting approves the Demerger. See “Taxation” for further information. Subject to completion of the Demerger, the Demerger Agreement will become effective. Under the Demerger Agreement, Maersk and ListCo will be subject to a reciprocal hold harmless agreement in which the parties undertake to indemnify each other against claims under the statutory demerger liability. While ListCo may be exposed to claims under the statutory demerger liability, ListCo’s exposure to loss would ultimately relate to a scenario where Maersk is incapable or unwilling to honour its obligations. See “The Demerger” for a further description of the Demerger Agreement. The type of Maersk obligations for which ListCo may ultimately become liable as a result of the statutory demerger liability may include both actual and contingent liabilities of Maersk and both on-balance sheet and off-balance sheet liabilities, including but not limited to creditor claims for payment, contractual claims, product liability claims, environmental claims and claims for direct and indirect taxes. The risk of statutory demerger liabilities materialising will persist until a claim becomes statute-barred. Under Danish law, this would generally be after three years with potential for suspension up to a maximum of ten years. In relation to claims that are not known to the creditors, however, it could be up to 30 years, depending on the merits of the claim. As of 31 December 2018, Maersk had on-balance sheet liabilities for a total of $18,334 million of which none are expected to be contributed to ListCo in connection with the Demerger. Among the material potential liabilities ListCo is exposed to pursuant to the statutory demerger liability is the secondary liability commitment to which Maersk is currently exposed in relation to decommissioning costs of the Danish Underground Consortium (“DUC”) assumed by Maersk in connection with completion of the sale of Total E&P Danmark A/S (previously known as Maersk Olie og Gas A/S) (“Total E&P Danmark”) to Total S.A. on 8 March 2018 pursuant to a requirement from the Danish Energy Agency. Maersk’s secondary liability will only materialise if Total E&P Danmark or Total S.A. are unable to cover the costs relating to these decommissioning obligations. As of completion on 8 March 2018, Total E&P Danmark’s provision for such decommissioning costs amounted to $1.2 billion, but the actual exposure may be higher depending on actual decommissioning costs. See “—Statutory demerger liability” for further details. In addition to the foregoing, Maersk has undertaken parent guarantee commitments on behalf of its subsidiaries, both in respect of subsidiaries that, following completion of the Demerger, will be part of the Maersk Drilling Group, and in respect of subsidiaries that will remain part of the Maersk Group. As of the date of this Listing Document, Maersk has outstanding parent guarantees relating to performance of the obligations of its subsidiaries under certain contracts as well as payments which for accounting purposes are measured at $0.5 billion (off balance sheet item; contingent liability) in the annual report of Maersk for the year ended 31 December 2018 although the potential liability may be higher. Claims under such guarantees may be covered by ListCo’s statutory demerger liability as set out above. See “The Demerger—Statutory demerger liability—Material obligations of Maersk” for a description of the parent guarantees issued by Maersk as of the date of this Listing Document. Any of the foregoing could have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations.

64 Should the material assumptions on which the Danish Tax Agency have approved the Demerger to be tax-exempt change, tax liabilities may arise on Maersk, ListCo and the Receiving Shareholders. The Danish Tax Agency, Skattestyrelsen, has in Skattestyrelsen’s Ruling approved that the Demerger be tax-exempt pursuant to the provisions of the Danish Merger Tax Act. Skattestyrelsen’s Ruling is subject to the fulfilment of and compliance with the one condition that if the material assumptions underlying Skattestyrelsen’s Ruling relating to, inter alia, changes in the facts regarding the purpose of the Demerger that has been provided to Skattestyrelsen, are not fulfilled or are no longer fulfilled within the first three years after the Demerger has been approved by the General Meeting, Skattestyrelsen shall be so informed. This may lead Skattestyrelsen to revoke its approval that the Demerger be a tax-exempt demerger pursuant to the provisions of the Danish Merger Tax Act. In such event, the Demerger would, from a Danish law perspective, become a taxable event for Maersk, ListCo and the Receiving Shareholders and could lead to taxes being levied on all or any of the aforesaid although Maersk would have been able to sell or distribute the shares in MDH tax-exempt. See “Taxation—Tax effects of the Demerger and taxation of the Shares—Danish tax effects of the Demerger” for a description of the potential consequences for the Receiving Shareholders of the Demerger becoming a taxable demerger. Following the Demerger, ListCo will have no control over whether Maersk will comply with the material assumptions set out in Skattestyrelsen’s Ruling or whether events outside the control of both Maersk and ListCo could lead to the material assumptions set out in Skattestyrelsen’s Ruling not being complied with. Likewise, Maersk will have no control over whether ListCo will comply with the material assumptions set out in Skattestyrelsen’s Ruling. ListCo and Maersk have agreed to enter into the Demerger Agreement according to which the parties may not take any actions that potentially would put the Ruling at stake. Any of the foregoing could have a material adverse effect on Maersk’s, ListCo’s or the Receiving Shareholders’ financial condition.

Foreign tax authorities may not accept the Danish tax-status of the Demerger. While the Danish tax authorities have approved that the Demerger fulfils the criteria for being tax-exempt according to the Danish Merger Tax Act for Maersk, ListCo and the Danish Receiving Shareholders, there can be no assurance that foreign tax authorities will, under applicable local tax laws, consider the Demerger a tax-exempt event for Receiving Shareholders outside Denmark. For Receiving Shareholders outside Denmark, the Demerger may not be deemed tax-exempt, but rather a sale of shares or distribution of a dividend, which could lead to the incurring of taxes. Although such view by foreign tax authorities is not considered to have any material negative impact on neither Maersk nor the Maersk Drilling Group’s tax treatment, any of the foregoing could have an adverse effect on the Receiving Shareholders’ financial condition.

Consolidated Financial Statements may differ from what the Maersk Drilling Group’s financials would have been if the Maersk Drilling Group had been an independent company, and is not necessarily representative of the historic or future position of the Maersk Drilling Group as a separate, publicly listed company. This Listing Document contains consolidated financial information of the Maersk Drilling Group. The information included in the Consolidated Financial Statements comprises the 2018, 2017 and 2016 consolidated figures for MDH. As a result of Maersk Drilling Group being part of the Maersk Group, the Consolidated Financial Statements do not necessarily reflect what the Maersk Drilling Group’s results of operations, financial condition and cash flows would have been had the Maersk Drilling Group operated as a separate, stand-alone company during the periods presented in this Listing Document and are not necessarily indicative of the Maersk Drilling Group’s future results of operations, financial condition or cash flow. Differences may arise from, among other factors: • the historical costs and expenses reflected in the Consolidated Financial Statements include an allocation for certain services from corporate functions historically provided to the Maersk Drilling Group by Maersk, including legal, finance, human resources, IT, and other administrative functions. These allocations are based on what the Maersk Drilling Group and Maersk consider to be reasonable reflections of the historical utilisation levels of these functions required in support of the Maersk Drilling Group’s business. There can be no guarantee that such costs are not significantly higher or lower than the comparable expenses the Maersk Drilling Group would have incurred as an independent company. For example, such costs could be higher than the comparable expenses the Maersk Drilling Group would have incurred as an independent company if the Maersk Drilling Group on a stand-alone basis would have been able to source such services at lower cost. Conversely, such costs could be lower than the comparable expenses the Maersk Drilling Group would have incurred as an independent company if a

65 single employee combined the provision of services to the Maersk Drilling Group and Maersk, and the Maersk Drilling Group on a stand-alone basis would have to hire at least one employee to secure the provision of such services; • the Consolidated Financial Statements do not reflect that the costs of debt funding and related costs that would be necessary as a stand-alone company are expected to be higher. See “Operating and Financial Review—Liabilities and Indebtedness”; • the Consolidated Financial Statements do not reflect the hotel connected to a training facility (Dyrekredsen 20A, DK-5700 Svendborg, Egense By, Egense) owned by Maersk that will be transferred to ListCo in connection with the Demerger; • the Consolidated Financial Statements do not reflect certain parent guarantee commitments relating to performance of the obligations of entities that will be part of the Maersk Drilling Group following the Demerger under certain drilling contracts. See “The Demerger”; • the Consolidated Financial Statements do not fully reflect any potential increased costs associated with being an independent publicly listed company, including possible changes in the Maersk Drilling Group’s cost structure, management, incentive schemes, financing arrangements and business operations as a result of the Demerger; and • as a separate smaller company, the Maersk Drilling Group may lose the benefit of some economies of scale, which the Maersk Group was able to achieve with respect to administrative operations.

Pension liabilities and costs following the Demerger may differ from those set out in the Consolidated Financial Statements. Employees of the Maersk Drilling Group have historically participated in Maersk-sponsored pension plans in which the Maersk Drilling Group and other Maersk businesses participated. The costs of pension benefits with respect to the Maersk Drilling Group’s employees participating in these plans have been allocated to the Maersk Drilling Group based upon historical accrual, compensation, headcount and allocation of personnel. These allocations are reflected in the Consolidated Financial Statements. The Maersk Drilling Group’s net liability amounts for defined benefit schemes as reflected in the Consolidated Financial Statements were $70,000 as of 31 December 2018, $221,000 as of 31 December 2017, and a net asset of $893,000 as of 31 December 2016, respectively. The defined benefit pension liabilities are held exclusively in the Maersk Drilling subsidiary Maersk Drilling Norge AS. In 2016, two of three defined benefit pension contracts were terminated and replaced by defined contribution schemes. Termination of remaining defined benefit pension contracts is currently in progress. The parties, being the unions and Norwegian Shipowners’ Association, have in principle agreed to aim for replacing the last contract with an ATP membership, but the final terms and timing have not been agreed as of the date of this Listing Document. For pension plans in which only the Maersk Drilling Group’s employees participate (dedicated plans), the related costs, assets and liabilities have been included in the balance sheets included in the Consolidated Financial Statements. Certain implications of the Demerger remain uncertain. For example, with respect to the Maersk Drilling Group’s pension benefits for its UK employees, the Maersk Drilling Group’s UK subsidiary is currently a participating employer in the UK defined contribution scheme made available to employees of UK subsidiaries of Maersk (the “Maersk UK Pension Scheme”). Following the Demerger, the Maersk Drilling Group’s UK subsidiary will not be able to continue in the Maersk UK Pension Scheme, and will have to establish or join an alternative arrangement. However, the terms and conditions for such alternative arrangements will have to be renegotiated with the new pension provider and it is not certain that (a) the current terms available from the Maersk UK Pension Scheme will be replicated by the new pension provider or (b) that the Maersk Drilling Group will be willing and able to continue to offer the same level of pension benefits. There is a risk that the changes to pension arrangements in the UK could lead to compensation claims from current or former employees or their representatives, which may have a material adverse impact on the Maersk Drilling Group’s pension liabilities in the UK. Following the Demerger, the Maersk Drilling Group’s pension liabilities depend on various factors and assumptions. The Maersk Drilling Group’s actual costs to meet these liabilities going forward may differ from those set out in the Consolidated Financial Statements and may have a material adverse impact on its financial condition.

66 The Maersk Drilling Group may become unable or subject to further restrictions in continued use of a number of trademarks, names, vessels and rig names and other designations including “Maersk Drilling” as trademark and company name, the Maersk blue colour and the seven-pointed star currently used by the Maersk Drilling Group. The Maersk trademarks (for example, the trademarks “Maersk”, the Maersk blue colour and the seven-pointed star as well as the “Maersk Drilling” trademark and company name) are not owned by the Maersk Drilling Group. Maersk, APMH and MDH will enter into a branding agreement (“Branding Agreement”) regarding the Maersk Drilling Group’s use of a number of trademarks, names, vessel and rig names and other designations including “Maersk Drilling” as trademark and company name, the Maersk blue colour and the seven-pointed star. As part of the Branding Agreement, MDH and ListCo will enter into a sub-use rights agreement (“Sub- Use Rights Agreement”) extending the rights and obligations granted and imposed on MDH to ListCo, except that ListCo is not entitled to include “Maersk Drilling”, “MD” or similar designations in its company name. The Branding Agreement will provide the Maersk Drilling Group with the right to use the Maersk trademarks for any business operations in relation to services within the offshore drilling services industry (including all business activities that are (i) carried out by the Maersk Drilling Group as of the effective date of the Branding Agreement or (ii) part of Maersk Drilling Group’s communicated strategic ambition as of the effective date of the Branding Agreement) as well as business operations that are a natural development of its current business operations as defined in the Branding Agreement. The use right is subject to a number of specific use requirements and obligations, including only to use the trademarks in specific forms and manners (for example only as “Maersk Drilling” and not “Maersk” on a stand-alone basis, except for subsidiaries, rigs and vessels, which include Maersk on a stand-alone basis as of the effective date of the Branding Agreement and subject to confirmation from Maersk and APMH). The Branding Agreement is subject to certain termination provisions allowing Maersk and/or APMH the right to terminate the Branding Agreement for reasons, which are outside the Maersk Drilling Group’s control or without cause. In addition to the parties’ right to terminate the Branding Agreement in case of breach and insolvency proceedings, the Branding Agreement is subject to a number of termination provisions allowing Maersk and/or APMH the right to terminate (generally with 12 months’ notice in case of certain events constituting a change of control under the Branding Agreement). Additionally, Maersk may terminate the Branding Agreement if APMH is no longer a subsidiary of the APM Foundation. Finally, Maersk and APMH may jointly terminate the Branding Agreement without cause with 18 months’ notice, and MDH has the same right with six months’ notice. See “Business—Intellectual Property Rights” for further details. Upon termination, the Maersk Drilling Group shall cease use of the Maersk trademarks and remove any references thereto within the applicable notice period, including changing company names, repaint and rename vessels, etc., subject to a number of practical reservations in terms of timing, including a certain co-branding period following termination. Based on the above, the Maersk Drilling Group may in the future no longer have the right to use a number of trademarks, names, vessels and rig names and other designations including “Maersk Drilling” as trademark and company name, the Maersk blue colour and the seven-pointed star, which are currently used by the Maersk Drilling Group, or not be able to use such trademarks if the Maersk Drilling Group expands its current business operations. Accordingly, such restrictions or termination could reduce the Maersk Drilling Group’s branding effect and result in the Maersk Drilling Group incurring substantial expenses in connection with rebranding and changing of trademarks, names and repaint and rename of vessels and could moreover trigger the change of control provision in the DSF Financing Agreement in case Maersk ceases to form part of the name of certain vessels or subsidiaries in the Maersk Drilling Group. See also “—If the Maersk Drilling Group’s degree of leverage is too high, it could become more vulnerable in the event of a downturn in business or the economy generally. In addition, if the Maersk Drilling Group is unable to comply with the restrictions and the financial covenants in the Facilities Agreements or any future agreement governing its indebtedness, there could be a default under the terms of these agreements, which could result in an acceleration of repayment of funds that have been borrowed.” Of the risk of incurring obligations to immediately prepay all amounts, including interest, accrued and owing under the facility made available pursuant to the DSF Facility if “Maersk” ceases to form part of the name of certain vessels or subsidiaries in the Maersk Drilling Group. All of these consequences could have a material adverse effect on the Maersk Drilling Group’s business, financial condition, results of operations and reputation.

67 There can be given no assurance that companies within the Maersk Drilling Group will be successful in entering into agreements on a stand-alone basis substituting certain framework procurement agreements under the Maersk Group. As part of the Maersk Group, the Maersk Drilling Group has previously benefitted from certain framework procurement agreements entered into between third parties and other members of the Maersk Group. As of completion of the Demerger, the Maersk Drilling Group will no longer be able to benefit from these framework procurement agreements. Prior to the Demerger, the Maersk Drilling Group has carved out the majority of business critical procurement agreements. A limited number of agreements have been amended to include a “divestment clause” according to which the Maersk Drilling Group may benefit from these procurement agreements on terms unchanged for a period of typically 12 or 24 months following the Demerger (provided such agreements are not terminated or amended by Maersk in the meantime). While the Management believes that all of such procurement agreements which are material to the Maersk Drilling Group have been or will be carved out ahead of completion of the Demerger there can be no assurance that the Maersk Drilling Group will be able to obtain a carve-out or replacement of all relevant framework procurement agreements at the same terms and conditions or at the same price on a stand-alone basis prior to such agreements with Maersk expiring or being amended. The non-occurrence thereof could have a material adverse effect on Maersk Drilling Group’s business, financial condition, and results of operations.

Contracting parties may invoke change of control provisions or transfer restrictions included in contracts entered into by companies within the Maersk Drilling Group. The Demerger will entail a change in direct ownership of the current Maersk Drilling Group, which include MDH, from Maersk to ListCo. Moreover, APMH, which will be the controlling shareholder of ListCo, has expressed that it is APMH’s intention to transfer its Shares to APMH Invest following completion of the Demerger. However, completion of the Demerger and any subsequent transfer of APMH’s Shares to APMH Invest are not expected to result in change of the ultimate control over the Maersk Drilling Group, as the APM Foundation will continue to be considered to have an ultimate controlling influence over ListCo and thereby indirectly continue to control the Maersk Drilling Group. However, even though there is no change in the ultimate controlling party of the Maersk Drilling Group, and that the Management believes that none of the Maersk Drilling Group’s material contracts in terms of value or strategic importance include change of control provisions, which will be triggered in connection with the Demerger and which would confer rights on the contracting party, which could potentially have a material adverse effect on the Maersk Drilling Group, the Maersk Drilling Group is party to certain contracts, which provide that the Demerger or subsequent change in ownership of ListCo constitutes a direct or indirect change of control or ownership in the Maersk Drilling Group, which entitles the other contracting party to terminate the contract or which otherwise confer on the contracting party certain rights in case of a change of control or ownership either directly or indirectly (change of control provisions). The Facilities Agreement and the Branding Agreement contain change of control provisions, which will be triggered in case of certain subsequent changes in the control structure of the Maersk Drilling Group after the Demerger. For a description of the risk related hereto, see “—The Maersk Drilling Group may become unable or subject to further restrictions in continued use of a number of trademarks, names, vessels and rig names and other designations including “Maersk Drilling” as trademark and company name, the Maersk blue colour and the seven-pointed star currently used by the Maersk Drilling Group.” and “—If the Maersk Drilling Group’s degree of leverage is too high, it could become more vulnerable in the event of a downturn in business or the economy generally. In addition, if the Maersk Drilling Group is unable to comply with the restrictions and the financial covenants in the Facilities Agreements or any future agreement governing its indebtedness, there could be a default under the terms of these agreements, which could result in an acceleration of repayment of funds that have been borrowed.” Further, Maersk may be subject to contractual restrictions on transfer of assets and liabilities forming part of the Maersk Drilling Group. The Maersk Drilling Group carries the risk in relation to such change of control provisions and there can be no assurance that the relevant contracting party will not invoke such rights as a consequence of the Demerger being effected or in connection with subsequent Share transfers. The occurrence hereof could have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations.

68 Upon completion of the Demerger, the major shareholders in Maersk will become major shareholders in ListCo and may be able to influence important actions ListCo takes, which may differ from the interests of other shareholders. Prior to completion of the Demerger, the major shareholders in Maersk are APMH, the Relief Foundation and the Family Foundation. APMH holds 41.51% of the shares and 51.45% of the votes in Maersk, the Family Foundation holds 8.84% of the shares and 13.12% of the votes in Maersk, and the Relief Foundation holds 3.11% of the shares and 5.99% of the votes in Maersk. See “Ownership Structure, Shareholder Structure and Relationship with Maersk”. Upon completion of the Demerger, the above-mentioned shareholders will continue to be shareholders in Maersk and will also become shareholders in ListCo with the same relative nominal ownership percentage. Because ListCo is created with a single share class, these major shareholders will not have the same voting rights in ListCo as they do in Maersk. Consequently, following the Demerger, APMH is expected to hold 41.62% of the share capital and the votes in ListCo, the Family Foundation is expected to hold 8.86% of the share capital and votes in ListCo, and the Relief Foundation is expected to hold 3.12% of the share capital and votes in ListCo. This assumes no material change in their shareholdings in Maersk on the Demerger Record Date and no material change in treasury shares held by Maersk on the Demerger Record Date. Maersk will hold no Shares in ListCo. See “The Demerger—Structure of the Demerger” for further details. APMH will, depending on general attendance at, or voting in writing prior to, the general meeting, likely have a de facto controlling influence over decisions requiring a simple majority of the voting rights represented at the general meeting, including, among other things, the election and dismissal of members of the Board of Directors, including the Chairman, and declaration of dividends. Currently, Robert M. Uggla and Martin N. Larsen, both employees of APMH, are vice chairman and a member of the boards of directors of MDH, respectively, and are expected to also become Vice Chairman and a member of the Board of Directors of ListCo in connection with approval of the Demerger at the General Meeting to be held on 2 April 2019 and subsequent composition of the Board of Directors. Also, depending on general attendance at, or voting in writing prior to, the general meeting, APMH, the Family Foundation and the Relief Foundation may in aggregate hold two-thirds or more of the voting rights and the share capital represented at the general meeting and thereby have a controlling influence over decisions requiring a qualified two-thirds majority, including amendment of ListCo’s articles of association, an increase or decrease of the share capital, decisions on mergers and demergers, etc., however, only in case these shareholders decide to act jointly. Moreover, if APMH is no longer represented on the Board of Directors, this could result in the Maersk Drilling Group having to immediately prepay all amounts, including interest, accrued and owing under the facility made available pursuant to the DSF Facility Agreement. If the Maersk Drilling Group would not be able to honor such prepayment requirement it would constitute an event of default under the DSF Facility Agreement. The occurrence of an event of default under the DSF Facility Agreement would trigger an event of default under the Syndicated Facilities Agreement, which could result in the Maersk Drilling Group having to immediately prepay all amounts, including interest, accrued and owing under the facilities made available pursuant to the Syndicated Facilities Agreement. See also “—If the Maersk Drilling Group’s degree of leverage is too high, it could become more vulnerable in the event of a downturn in business or the economy generally. In addition, if the Maersk Drilling Group is unable to comply with the restrictions and the financial covenants in the Facilities Agreements or any future agreement governing its indebtedness, there could be a default under the terms of these agreements, which could result in an acceleration of repayment of funds that have been borrowed” for further details. Accordingly, APMH acting alone or if acting jointly with the Relief Foundation and/or the Family Foundation may be able to influence the direction of ListCo’s operations. This concentration of share ownership could have the effect of delaying, postponing or preventing a change of control in ListCo, and may impact mergers, consolidations, acquisitions or other forms of combinations, which may or may not be desired by other shareholders. No assurances can be given that the interests of APMH, the Relief Foundation and/or the Family Foundation will not differ from the interests of other shareholders.

Trading in Maersk shares on or around the Cut-Off Date and the Demerger Record Date may not provide investors the right to receive ListCo Shares in accordance with the timetable for the Demerger. The Receiving Shareholders will be determined as the shareholders in Maersk registered in VP Securities as of the Demerger Record Date on 5 April 2019 at 5:59 p.m. CEST. According to the currently expected timetable, any trading in Maersk shares prior to the Cut-Off Date on 3 April 2019 at 5:00 p.m. CEST, will include rights to receive Shares in ListCo in connection with the

69 Demerger and will entail that the holder of such shares will become a Receiving Shareholder. However, a buyer of Maersk shares prior to the Cut-Off Date will not become a Receiving Shareholder if the registration in VP Securities of that particular trade in Maersk shares does not take place until after the Demerger Record Date. This may be the case if one or both parties to the trade is or will become a Maersk shareholder registered through a nominee or omnibus account and the trade in question, therefore, has to be registered through one or more custody banks prior to registration of the party in question with VP Securities and the parties to the trade may not be aware as to whether they are or will become a Maersk shareholder registered through a nominee or omnibus account. Any trading in Maersk shares after the Cut-Off Date on 3 April 2019 at 5:00 p.m. CEST, will be exclusive of rights to receive Shares in ListCo for the buyer due to the customary settlement cycle with settlement occurring two trading days after the transaction date. However, a Maersk shareholder who sells its Maersk shares after the Cut-Off Date, may not be the Receiving Shareholder on those Maersk shares, if the parties to the trade in question have taken specific measures to settle the trade quicker than the customary two day settlement cycle thus allowing for the buyer to become a registered holder of Maersk shares in VP Securities on the Demerger Record Date. The buyer and seller should in such trade be aware that the value of the right to receive Shares in ListCo for the buyer will likely not be reflected in the trading price of the Maersk share on Nasdaq Copenhagen after the Cut-Off date, since such trading price is likely based on the customary two day settlement cycle. Accordingly, shareholders trading in Maersk shares on or around the Cut-Off Date and the Demerger Record Date may in such circumstances not receive the right to receive ListCo Shares in accordance with the timetable for the Demerger and therefore the trading price of Maersk shares may not correctly reflect the associated value of being a Receiving Shareholder. Investors are therefore recommended to consult with their account-holding bank in relation to such trades.

The Shares have not previously been publicly traded, there is limited free float in the Shares, and the price of the Shares may be volatile and fluctuate significantly in response to various factors. Even though ListCo is expected to be established with more than approximately 80,000 shareholders registered by name in connection with the Demerger, there is currently no public market for the Shares, and an active and liquid trading market may not develop or be sustained after the Demerger and the admission for trading and official listing of the Shares on Nasdaq Copenhagen. No market price will be established prior to the first day of trading in the Shares on Nasdaq Copenhagen, since the Demerger will not entail any offering of Shares to the market. Thus, the market price of the Shares, in particular immediately after completion of the Demerger, may fluctuate significantly, including over the course of a trading day. No price stabilisation activities will be undertaken in relation to the Demerger. The trading price of the Shares may fluctuate in response to many factors, including extraneous factors beyond ListCo’s control, fluctuations in operating results, adverse business developments, changes in financial estimates and investment recommendations or ratings by securities analysts, announcements by ListCo or its competitors of new product and service offerings, significant contracts, acquisitions or strategic relationships, publicity about ListCo, its services or its competitors, claims and/or lawsuits against ListCo, unforeseen liabilities, changes in management, changes to the regulatory environment in which ListCo operates or general market conditions. Further, Receiving Shareholders who sell their Shares following completion of the Demerger may affect the trading price of the Shares. APMH, the Relief Foundation and the Family Foundation’s shareholding following completion of the Demerger may affect the demand in the Shares. If APMH, the Relief Foundation and the Family Foundation continue to hold on to their Shares, this may affect the liquidity of the Shares. In addition, APMH, the Relief Foundation and the Family Foundation’s share ownership may materially adversely affect the trading price of the Shares because investors may perceive disadvantages in owning shares in companies with such significant shareholders. Nasdaq Copenhagen and/or the global securities markets may experience significant price and volume fluctuations, as they have done in recent years. The price of the Shares may fluctuate based upon factors that have little or nothing to do with the operating performance of ListCo. These fluctuations may have a material adverse effect on the market price of the Shares.

70 Future issuances or sales of Shares after the Demerger may cause a decline in the market price of the Shares or dilute any shareholding in ListCo by shareholders that are not offered, able or willing to take part in an offering. The market price of the Shares may decline as a result of issuance or sale of Shares in the market by ListCo or any shareholder(s) after the Demerger or the perception that such sales could occur. In particular, Receiving Shareholders, who will automatically without affirmative subscription receive Shares proportionate to their current holdings in Maersk, may look to monetise their Shares as soon as practicable. Such sales may cause a decline in the market price of the Shares. Such sales may also make it difficult for ListCo to issue securities in the future at a time and a price that it deems appropriate. Any such issuances or sales of Shares could have a material adverse effect on the public trading price of the Shares and may dilute the economic value of or the administrative rights vested with any shareholding in ListCo by shareholders that are not offered, able or willing to take part in an offering.

Fluctuations in the exchange rate for the U.S. dollar currency used as ListCo’s reporting currency could have a material adverse effect on the value of shareholdings and/or dividends paid. The functional currency for all material subsidiaries of the Maersk Drilling Group is U.S. dollar. The Shares will be denominated in Danish kroner, and any cash dividends will be paid in Danish kroner. The market price of the Shares and any potential cash dividend to be paid to the shareholders or share buybacks may therefore be effected by movements in the exchange rates of the U.S. dollar currency compared to the Danish kroner currency as the Maersk Drilling Group’s results of operations and financial conditions need to be exchanged from U.S. dollar into Danish kroner when making any potential cash dividend distributions and determining the market price of the Shares. As a result, shareholders may experience a material adverse effect on the value of their Shares and/or any potential cash dividends, if the U.S. dollar currency exchange rate depreciates against the Danish kroner.

U.S. holders and other non-Danish holders of Shares may not be able to exercise pre-emptive rights or participate in any future rights offerings. Holders of Shares will have certain pre-emptive rights in respect of certain future issues of Shares, unless those rights are dis-applied by a resolution of the shareholders at a general meeting or the Shares are issued on the basis of an authorisation to the Board of Directors under which the Board of Directors may dis-apply the pre-emptive rights. The securities laws of certain jurisdictions may restrict the ability for shareholders in such jurisdictions to participate in any future issue of Shares carried out on a pre-emptive basis. Shareholders in the United States, as well as certain other countries may not be able to exercise their pre-emptive rights or participate in future rights offerings, including in connection with offerings at below market value, unless ListCo decides to comply with local requirements, and in the case of the United States, unless a registration statement is effective, or an exemption from the registration requirements is available, under the U.S. Securities Act with respect to such rights. In such cases, shareholders resident in jurisdictions other than Denmark may experience a dilution of their shareholding, possibly without such dilution being offset by any compensation received in exchange for subscription rights. There can be no assurance that local requirements will be complied with or that any registration statement would be filed in the United States or other relevant jurisdiction or that any exemption from such registration would be available so as to enable the exercise of such holders’ pre-emptive rights or participation in any rights offering.

71 THE DEMERGER Background to the Demerger Following a strategic review of the future of Maersk announced in September 2016, the board of directors of Maersk decided to reorganise Maersk into two independent divisions: an integrated Transport & Logistics division and an Energy division, including the Maersk Drilling Group, for which structural solutions were to be identified with the objective to separate the Energy division from Maersk. Accordingly, on 17 August 2018 Maersk announced its intention to pursue a separation of the Maersk Drilling Group into a stand-alone business by way of a Demerger of Maersk through which the Maersk Drilling Group will be separated into a new Danish limited liability company (in Danish: “Aktieselskab”), ListCo, to be established as part of the Demerger and apply to be admitted to trading and official listing on Nasdaq Copenhagen during 2019. On 21 February 2019, Maersk published its decision to proceed and initiate the Demerger and the listing including the contemplated timeline, and on 4 March 2019 Maersk published the statutory demerger documents.

Structure of the Demerger The board of directors of Maersk has today approved and published the Demerger Plan as well as a demerger statement to effect the Demerger as a tax-exempt, partial demerger under Danish law. In connection with the Demerger, the Maersk Drilling Group activities will be separated from Maersk into ListCo which will be established upon completion of the Demerger. ListCo will thereafter own and operate the Maersk Drilling Group activities. In addition, Maersk has today also published the following demerger documentation required under Danish law: PwC’s report on the Demerger Plan as independent expert valuers and PwC’s report on the creditors’ position after the Demerger, and presented the approved annual reports for Maersk for the previous financial years ended 31 December 2017, 2016 and 2015, respectively, as well as Maersk’s published annual report for the financial year ended 31 December 2018, which is expected to be approved by Maersk’s shareholders at the General Meeting convened to be held on 2 April 2019. Reference is made to “Documents on Display and Available Information”. The Demerger will have accounting effect as of 1 January 2019 pursuant to the Danish Companies Act. Accordingly, all income and expenses relating to the period from 1 January 2019 until completion of the Demerger, and which relate to the assets, rights and liabilities comprised by the Demerger, i.e. the Maersk Drilling Group, will accrue to ListCo. The Demerger will be effected by Maersk contributing to ListCo the Maersk Drilling Group, including its shares in MDH (representing 100% of the share capital of MDH), the property Dyrekredsen 20A, DK-5700 Svendborg, Egense By, Egense, with related service agreement with Maersk Training A/S for the operation of the hotel located on the property, and will assume other assets and liabilities directly related to Maersk’s drilling operations, including all obligations under parent guarantees provided by Maersk in favour of the Maersk Drilling Group, as set out in the Demerger Plan. As of the date of this Listing Document, Maersk has undertaken one parent guarantee commitment relating to the performance of the obligations of entities that will be part of the Maersk Drilling Group following the Demerger under certain drilling contracts. In addition, Maersk has undertaken parent guarantees for Maersk Drilling Group entities in connection with drilling contracts that have since been terminated but have not been returned and for which there could be a potential residual exposure for continuing and surviving obligations (such as indemnity, intellectual property and confidentiality provisions, etc.). Also, with respect to one drilling contract originally signed by Maersk and novated to the Maersk Drilling Group in January 2015, liabilities and continuing obligations that occurred prior to 8 January 2015 could potentially still be called and enforced against Maersk. All Maersk liabilities under parent guarantee commitments will be transferred to ListCo in connection with the Demerger. All other activities, assets and liabilities of Maersk not assigned to ListCo in the Demerger Plan, will remain with Maersk. Skattestyrelsen has approved the Demerger as a tax-exempt transaction pursuant to the Danish Merger Tax Act. Skattestyrelsen’s Ruling is subject to the fulfilment of and compliance with the one condition that if the material assumptions underlying Skattestyrelsen’s Ruling are not fulfilled or are no longer fulfilled within the first three years after the Demerger has been approved by the General Meeting, Skattestyrelsen shall be so

72 informed. Provided that the material assumptions on which Skattestyrelsen’s Ruling has been based are fulfilled, the Demerger will not be a taxable transaction for Maersk or the Danish Receiving Shareholders as a matter of Danish law. See also “Taxation—Danish tax effects of the Demerger” for a description of the tax effects of the Demerger and the material assumptions on which it is based. At completion of the Demerger, the shareholders in Maersk as of the Demerger Record Date will remain shareholders in Maersk, and will also become shareholders in ListCo.

Legal Structure Before and After the Demerger Before Demerger*

A.P. Møller og Hustru Chastine Mc-Kinney Møllers Fond til almene Formaal (APM Foundation) (100%)

A.P. Møller og Hustru Den A.P. Møllerske A.P. Møller Holding A/S Chastine McKinney Støttefond Other shareholders Maersk treasury shares (APMH) Møllers Familiefond (Relief Foundation) (Shares 46.27%/Votes (Shares 0.27%/Votes (Shares 41.51%/Votes (Family Foundation) (Shares 3.11%/Votes 29.45%) 0.00%) 51.45%) (Shares 8.84%/Votes 5.99%) 13.12%)

A.P. Møller Mærsk A/S (Maersk) (100 %)

Other Maersk divisions, Maersk Drilling Group including Transportation & Logistics

* Ownership percentages as of 28 February 2019.

After Demerger**

A.P. Møller og Hustru Chastine Mc-Kinney Møllers Fond til almene Formaal (APM Foundation) (100%)

A.P. Møller Mærsk A/S (Maersk) (100 %)

Other Maersk divisions, including Transportation & Logistics

73 A.P. Møller og Hustru Chastine Mc-Kinney Møllers Fond til almene Formaal (APM Foundation) (100%)

A.P. Møller og Hustru Den A.P. Møllerske A.P. Møller Holding A/S Chastine McKinney Støttefond Other shareholders Maersk treasury shares (APMH) Møllers Familiefond (Relief Foundation) (Shares 46.40%/Votes (Shares 0.00%/Votes (Shares 41.62%/Votes (Family Foundation) (Shares 3.12%/Votes 46.40%) 0.00%) 41.62%) (Shares 8.86%/Votes 3.12%) 8.86%)

The Drilling Company of 1972 A/S (ListCo) (100%)

Maersk Drilling Group

** This assumes no material change in APMH, the Family Foundation and/or the Relief Foundation's shareholdings in Maersk on the Demerger Record Date and no material change in treasury shares held by Maersk on the Demerger Record Date. Ownership percentages may change subject to changes in Maersk’s holding of treasury shares due to Maersk’s obligations related to Maersk’s incentive programmes.

Approval of the Demerger The Demerger is subject to the approval by the shareholders of Maersk at the General Meeting, which has been convened to be held on 2 April 2019 at Bella Center, Copenhagen, Denmark. Pursuant to the Danish Companies Act and Maersk’s articles of association, the Demerger must be approved by a majority of at least nine-tenths (9/10) of the votes cast on A shares and of the A share capital represented at the General Meeting. Further, the articles of association of Maersk has a quorum requirement which provides that at least three-fourths (3/4) of the voting A shares of Maersk be represented at the General Meeting (quorum). If the quorum requirement is not met, the resolution may be adopted at a subsequent general meeting convened within three months by a similar majority of at least nine-tenths (9/10) of the votes cast on A shares and of the A share capital represented at such general meeting, however, of at least half of the entire A share capital of Maersk.

Allocation Upon completion of the Demerger, the Shares will be distributed proportionally 1:2 to the holders of Maersk shares of nominal value DKK 1,000 and 1:1 to the holders of Maersk shares of nominal value DKK 500. Accordingly, the holding of one (1) A share in Maersk of nominal value DKK 1,000 as of the Demerger Record Date will entitle the Receiving Shareholder to receive two (2) Shares in ListCo of nominal value DKK 10, and the holding of one (1) B share in Maersk of nominal value DKK 1,000 as of the Demerger Record Date will entitle the Receiving Shareholder to receive two (2) Shares in ListCo of nominal value DKK 10. Further, the holding of one (1) A share of nominal value DKK 500 in Maersk as of the Demerger Record Date will entitle the Receiving Shareholder to receive one (1) Share in ListCo of nominal value DKK 10, and the holding of one (1) B share of nominal value nominal value DKK 500 in Maersk as of the Demerger Record Date will entitle the Receiving Shareholder to receive one (1) Share in ListCo of nominal value DKK 10. Maersk shares with a nominal value of DKK 1,000 are issued in ISIN DK0010244425 (A shares) and DK0010244508 (B shares). Maersk shares with a nominal value of DKK 500 are issued in ISIN DK0015996235 (A shares) and DK0015996318 (B shares). The Receiving Shareholders will receive the same relative nominal ownership percentage in ListCo in connection with the Demerger as they have in Maersk as at the Demerger Record Date except that the total share capital and allocation will take into account that no Shares in ListCo will be allocated to Maersk on any treasury shares in accordance with Danish law. The consideration in connection with the Demerger will thus be allocated to Receiving Shareholders in the same manner as dividends or other distributions from Maersk.

74 As all Shares in ListCo will carry the same voting rights, the Receiving Shareholders will not receive the same proportionate voting rights percentage in ListCo as they have in Maersk at the Demerger Record Date. The Receiving Shareholders will be determined as the shareholders in Maersk registered in VP Securities as of the Demerger Record Date on 5 April 2019 at 5:59 p.m. CEST. With the currently expected timetable, any trading in Maersk’s shares prior to the Cut-Off Date, 3 April 2019 at 5:00 p.m. CEST, will include rights to receive Shares in ListCo in connection with the Demerger and will entail that the holder of such shares will become a Receiving Shareholder who will receive Shares in connection with the Demerger. However, this will not apply if the registration in VP Securities of that particular trade in Maersk shares does not take place until after the Demerger Record Date, which may be the case if one or both parties to the trade is or will become a Maersk shareholder registered through a nominee or omnibus account and the trade in question, therefore, has to be registered through one or more custody banks prior to registration of the party in question with VP Securities. Investors are recommended to consult with their account-holding bank in relation to such trades. Any trading in Maersk shares after the Cut-Off Date will be exclusive of rights to receive Shares in ListCo for the buyer unless the parties to the trade in question have taken specific measures to settle the trade in VP Securities prior to the Demerger Record Date on 5 April 2019 at 5:59 p.m. CEST and, thus, chosen not to settle according to the customary settlement cycle with settlement occurring two trading days after the transaction date. The party to the trade in question who is the holder registered in VP Securities on the Demerger Record Date at 5:59 p.m. CEST will be the Receiving Shareholder. The buyer and seller should in such trade be aware that the value of the right to receive Shares in ListCo for the buyer, will likely not be reflected in the trading price of the Maersk share on Nasdaq Copenhagen after the Cut-Off Date, since such trading price is based on the customary T+2 settlement cycle. Investors are recommended to consult with their account-holding bank in relation to trading in Maersk shares between the Cut-Off Date and the Demerger Record Date if such trade is not settled according to the customary T+2 settlement cycle. After the Cut-Off Date, the Maersk shareholders will, depending on the procedures applied by the Maersk shareholders’ respective account holding banks, be able to see on their respective share deposit accounts with their account holding banks, the number of ListCo Shares that the Maersk shareholders are expected to receive upon delivery of the ListCo Shares in VP Securities on or around 8 April 2019, provided that the Maersk shareholder has not disposed its right to receive ListCo Shares in advance of the delivery date.

Registration of the Shares Assuming the Demerger is completed, the issuance of the Shares is expected to take place in VP Securities on or around 8 April 2019. The Shares will be issued in the permanent ISIN DK0061135753. The Shares registered in the names of the shareholders or through a nominee in Maersk’s register of shareholders will also be registered by name or through a nominee, respectively, in ListCo’s register of shareholders. After registration in VP Securities, Receiving Shareholders will receive a notification of the number of Shares allocated to them in ListCo from VP Securities or their account holding institutions. Thus, Receiving Shareholders do not have to take any action in connection with the issue of Shares upon completion of the Demerger.

Listing Application will be made to admit the Shares to trading and official listing on Nasdaq Copenhagen upon completion of the Demerger. Provided the Demerger is approved by the General Meeting, the official listing of and trading in the Shares is expected to commence on 4 April 2019 under the symbol DRLCO. Admittance to trading and official listing of the Shares is subject to Nasdaq Copenhagen’s approval.

Continuing Arrangements between Maersk and ListCo Post the Demerger Following the Demerger, Maersk and ListCo will each operate as a separate company and neither Maersk nor ListCo will retain any direct shareholding in the other or in any subsidiaries of ListCo or Maersk, respectively, except as set out immediately below. In June 2018, the Maersk Drilling Group entered into a 50:50 joint venture agreement with Maersk Supply Service A/S, which is a wholly owned subsidiary of Maersk, to establish Maersk Decom A/S for the purpose of providing bundled oil field decommissioning services. Please see “Business—Material Contracts Entered into Outside the Ordinary Course of Business” for further details on Maersk Decom A/S. In addition, Maersk

75 Drilling Nigeria Operations Limited (in voluntary liquidation) is owned by a Maersk Group entity and a Maersk Drilling Group entity. As of 28 February 2019, Maersk held treasury shares of a nominal value of DKK 55,515,000. Following this date and prior to the General Meeting, Maersk’s holding of treasury shares may change due to Maersk’s obligations related to Maersk’s incentive programmes. No Shares in ListCo will be allocated to Maersk on any treasury shares in connection with the Demerger. Maersk and ListCo will enter into a demerger agreement (the “Demerger Agreement”) upon approval of the Demerger at the General Meeting. The Demerger Agreement will govern the practical implementation of the separation and transfer of the Maersk Drilling Group from Maersk to ListCo after completion of the Demerger. Among other things, the Demerger Agreement will include a reciprocal hold harmless agreement under which ListCo shall indemnify and hold Maersk harmless from any and all costs, claims and liabilities incurred by Maersk and arising as a result of claims by ListCo’s creditors under the statutory demerger liability in respect of obligations existing as of 4 March 2019. Maersk will assume a similar obligation in respect of any and all costs, claims and liabilities incurred by ListCo and arising as a result of claims by Maersk’s creditors under the statutory demerger liability in respect of obligations existing as of 4 March 2019. See “—Statutory demerger liability” below. Pursuant to the Demerger Agreement, all assets and liabilities directly related to Maersk’s drilling operations, including all parent guarantee commitments provided by the Maersk Group relating to the Maersk Drilling Group (see “—Statutory demerger liability—Material obligations of Maersk—Parent guarantee” below) and any outstanding obligations thereunder, shall be assumed by, transferred or assigned to ListCo to the extent possible. ListCo shall indemnify and hold harmless Maersk and each member of the Maersk Group from all such liabilities, including from all past, present and future liabilities or obligations under the parent guarantees issued by a Maersk Group company. This also applies in respect of any parent guarantee which is not or cannot be transferred or assigned to ListCo in which case ListCo shall take over and assume the economic risk and benefit relating to the Maersk Drilling Group notwithstanding any such restrictions on transfer or assignment. In addition, ListCo shall indemnify and hold harmless Maersk from any and all costs, claims and liabilities incurred by Maersk which are directly related to or arise out of a breach of the Listing Agreement by ListCo or a statement made, document issued or information furnished by ListCo in connection with the Demerger or Listing. Similarly, Maersk shall indemnify and hold harmless ListCo from any and all costs, claims and liabilities incurred by ListCo which are directly related to or arise out of a breach of the Listing Agreement by Maersk or a statement made, document issued or information furnished by Maersk in connection with the Demerger or Listing. See “Terms and Conditions of the Demerger—Listing Agreement” for a description of the Listing Agreement. Pursuant to the Demerger Agreement, each of Maersk and ListCo will undertake to comply with any and all notification requirements and underlying material assumptions in respect of Skattestyrelsen’s Ruling on the Demerger as a tax-exempt transaction pursuant to the Danish Merger Tax Act. See “Taxation—Tax Effects of the Demerger and Taxation of the Shares—Danish tax effects of the Demerger—Approval by the Danish tax authorities” for a description of Skattestyrelsen’s Ruling and the underlying assumptions. The Demerger Agreement also provides for the transfer of the property located at Dyrekredsen 20A, DK-5700 Svendborg, Egense By, Egense, and the assignment and extension of the related service agreement with Maersk Training A/S for the operation of the hotel located on the property. Moreover, Maersk, APMH and MDH will enter into the Branding Agreement regarding the Maersk Drilling Group’s future use of a number of trademarks, names, vessel and rig names and other designations including “Maersk Drilling” as a trademark and company name, the Maersk blue colour and the seven-pointed star, see “Business—Intellectual Property Rights” for further details. Further, the Demerger Agreement provides that the commercial agreements currently in effect between members of the Maersk Group and members of the Maersk Drilling Group, all of which have been entered into on arm’s length terms, will remain in effect following completion of the Demerger and may be terminated in accordance with their terms. Following the Demerger, relevant entities in the Maersk Drilling Group will have certain contractual arrangements with relevant Maersk entities regarding insurances and delivery of certain services related to HSSE, procurement and finance. Moreover, the Maersk Drilling Group will continue to be covered by the Maersk Group pension plans with Danica and PFA in Denmark following the Demerger. If Maersk, APMH, the Family Foundation and the

76 Support Foundation cease to own 20% of the Shares following the Demerger, the Maersk Drilling Group will, however, be required to replace the Danish Maersk Group pension plans.

Management of ListCo Five of the six members of MDH’s board of directors have been proposed as members of the Board of Directors in ListCo and Claus V. Hemmingsen has also been proposed as Chairman in ListCo to be approved at the General Meeting in connection with the approval of the Demerger. Current member of the board of directors of MDH, Mads D. Winther, will not be proposed as member of the Board of Directors in ListCo and will resign from the board of directors of MDH upon approval of the Demerger. The remaining board of directors of MDH will be mirrored in ListCo. Further, in connection with the approval of the Demerger, Alastair Maxwell has been proposed to be elected as a member of the Board of Directors. Accordingly, the Board of Directors of ListCo is expected to consist of Claus V. Hemmingsen as Chairman, Robert M. Uggla as Vice Chairman, Alastair Maxwell, Kathleen McAllister, Martin N. Larsen and Robert Routs. In addition, a voluntary arrangement for group employee representation on the Board of Directors in accordance with article 8.3 of the proposed Articles of Association will become effective with effect from the completion of the Demerger and it is expected that two employee representatives will join the Board of Directors upon completion of the Demerger. The CEO, Jørn Madsen, and CFO, Jesper Ridder Olsen, of MDH have both accepted to be appointed as members of the Executive Management of ListCo in connection with completion of the Demerger. See “Board of Directors, Executive Management and Key Employees” for further details.

Statutory Demerger Liability Following the Demerger, where a creditor of the parent company Maersk is not paid, ListCo will be liable in accordance with section 254(2) of the Danish Companies Act for any obligations (in Danish: “forpligtelser”) of Maersk existing at the date of publication of the Demerger Plan by the Danish Business Authority, i.e. as of 4 March 2019. Similarly, Maersk will be liable for any obligations assigned to ListCo existing as of the same date. By law, the liability of ListCo described above is capped at a maximum amount equal to the net value as of 4 March 2019 of the assets and liabilities to be contributed to ListCo as part of the Demerger, while the liability of Maersk is capped at a maximum amount equal to the net value of the assets and liabilities remaining in Maersk as of 4 March 2019. See “Risk Factors—Risks relating to the Demerger—ListCo is subject to statutory demerger liability for existing liabilities of Maersk” for more details on the consequences of this statutory liability. While ListCo may be exposed to claims under the statutory demerger liability, ListCo’s exposure to a loss would ultimately relate to a scenario where Maersk is incapable or unwilling to honour its obligations. The types of Maersk obligations for which ListCo may ultimately become liable may include both actual and contingent liabilities of Maersk and both on-balance sheet and off-balance sheet liabilities, including but not limited to creditor claims for payment, contractual claims, product liability claims, environmental claims and claims for direct and indirect taxes. Creditors of subsidiaries of Maersk are not covered by the statutory demerger liability. The risk of statutory demerger liabilities materialising will persist until a claim becomes statute-barred. Under Danish law, this would generally be after three years with potential for suspension up to a maximum of ten years. In relation to claims that are not known to the creditors, however it could be up to 30 years, depending on the merits of the claim.

Material obligations of Maersk As of 31 December 2018, Maersk had on-balance sheet liabilities for a total of $18,334 million of which $10,441 million is current and $7,893 million is non-current. None are expected to be contributed to ListCo in connection with the Demerger. These liabilities include but are not limited to the material liabilities described below. As of 31 December 2018, Maersk had outstanding bonds with a total book value of $5,373 million, other borrowings of $12,116 million, and other financial liabilities of $600 million.

77 Parent guarantees Maersk has undertaken parent guarantee commitments on behalf of its subsidiaries, both in respects of subsidiaries that, following completion of the Demerger, will be part of the Maersk Drilling Group, and in respect of subsidiaries that will remain part of the Maersk Group. As of the date of this Listing Document, Maersk has outstanding parent guarantees relating to performance of the obligations of its subsidiaries under certain contracts. In connection with the Demerger, ListCo will assume the liabilities of Maersk and other Maersk Group companies under the parent guarantees issued in respect of the Maersk Drilling Group companies. Liabilities with regard to the parent guarantees issued for the benefit of entities that will remain with the Maersk Group will remain with Maersk after the Demerger, however, ListCo will, on account of the statutory demerger liability, continue to be exposed to risks associated with such parent guarantees. See “—Statutory demerger liability”.

Maersk’s secondary liability commitment in relation to the sale of Total E&P Danmark (previously Mærsk Olie og Gas A/S) to Total S.A. Maersk has undertaken a secondary liability commitment in relation to decommissioning costs of the DUC in connection with completion of Maersk’s sale of Total E&P Danmark to Total S.A. on 8 March 2018 due to a requirement from the Danish Energy Agency. The Danish Energy Agency approved the transaction conditional upon Maersk undertaking a secondary liability commitment by way of a declaration for the Total E&P Danmark 31.2% interest in the DUC of the decommissioning costs relating to then existing Danish offshore facilities that were installed on location at the time of the Danish Energy Agency’s approval of the transaction on 28 February 2018, should Total E&P Danmark and Total S.A. be unable to cover such cost. As of completion of the transaction on 8 March 2018, Total E&P Danmark’s provision for such decommissioning costs amounted to $1.2 billion but the actual exposure may be higher depending on actual decommissioning costs. See the risk factor “Risk Factors—Risks relating to the Demerger—ListCo is subject to statutory demerger liability for existing liabilities of Maersk”. Maersk’s secondary liability may materialise if Total E&P Danmark and Total S.A. are unable to cover the costs relating to these decommissioning obligations, and ListCo will, on account of the statutory demerger liability, be exposed to risks associated with Maersk’s secondary liability. See “—Statutory demerger liability”. Maersk’s secondary liability may be reduced as part of the redevelopment of the Tyra field, a large gas condensate field in the Danish sector of the North Sea, as well as future decommissioning of other then existing facilities.

Liability for tax claims and penalties prior to the approval at the General Meeting Under section 15(b)(3) of the Danish Merger Tax Act, assuming that the Demerger continues to qualify as tax-exempt, ListCo will be liable for any tax claims and penalties, which may according to Danish tax laws be directed towards Maersk with respect to the period until the date of the General Meeting convened for 2 April 2019 at which the shareholders of Maersk approves the Demerger. Contrary to the liability under the Danish Companies Act section 254(2), the liability for tax claims and penalties under section 15(b)(3) of the Danish Merger Tax Act is unlimited. Reference is made to “Taxation—Tax effects of the Demerger and Taxation of the Shares—Joint taxation considerations”.

Joint taxation with Maersk post demerger ListCo and Danish subsidiaries of the Maersk Drilling Group will be mandatory jointly taxed with APMH and its other controlled Danish entities as long as APMH has a controlling interest over the Maersk Drilling Group. Reference is made to “Taxation—Tax effects of the Demerger and Taxation of the Shares—Joint taxation considerations”.

Relations with Contracting Parties Post Demerger In connection with completion of the Demerger, ListCo will in accordance with the Danish Companies Act automatically succeed as a matter of corporate law to all rights and obligations transferred to it pursuant to the Demerger Plan (the principle of “universal succession” under Danish corporate law). Maersk may be subject to contractual restrictions on transfer of assets and liabilities forming part of the Maersk Drilling Group, including in respect of parent guarantees undertaken by a Maersk Group company

78 securing the obligations of Maersk Drilling Group companies in connection with a drilling contract and which are still active or not returned. Consequently, Maersk and ListCo will enter into the Demerger Agreement. See “—Continuing arrangements between Maersk and ListCo post the Demerger” for a description of the Demerger Agreement. Even though there is no change in the ultimate controlling party of the Maersk Drilling Group, and the Management believes that none of the Maersk Drilling Group’s material contracts (in terms of value or strategic importance and including e.g. supplier contracts, rig contracts, financing arrangement and employment contracts) include such change of control provisions, which will be triggered in connection with the Demerger and which would confer rights on the contracting party, which could potentially have a material adverse effect on the Maersk Drilling Group, the Maersk Drilling Group is party to contracts, which provide that certain direct or indirect change of control or ownership in a company in the Maersk Drilling Group entitles the other contracting party to terminate the contract or which otherwise confer on the contracting party certain rights in case of a change of control or ownership (change of control provisions), either directly or indirectly. The Maersk Drilling Group carries the risk in relation to such change of control provisions. Moreover, certain material contracts, including the Facilities Agreements and the Branding Agreement, are subject to change of control provisions, which may be triggered in connection with a subsequent change of control after the Demerger. See “Risk Factors—Risks relating to the Demerger—Contracting parties may invoke change of control provisions or transfer restrictions included in contracts entered into by companies within the Maersk Drilling Group”, “Risk Factors—The Maersk Drilling Group may become unable or subject to further restrictions in continued use of a number of trademarks, names, vessels and rig names and other designations including “Maersk Drilling” as trademark and company name, the Maersk blue colour and the seven-pointed star currently used by the Maersk Drilling Group.” and “Risk Factors—If the Maersk Drilling Group’s degree of leverage is too high, it could become more vulnerable in the event of a downturn in business or the economy generally. In addition, if the Maersk Drilling Group is unable to comply with the restrictions and the financial covenants in the Facilities Agreements or any future agreement governing its indebtedness, there could be a default under the terms of these agreements, which could result in an acceleration of repayment of funds that have been borrowed.” for more details on the consequences of provisions restricting transfer of assets or liabilities or which are triggered in relation to a change of control including with respect to such change of control provisions in the Branding Agreement and the Facilities Agreements. As part of the Maersk group, the Maersk Drilling Group has benefitted from certain framework procurement agreements entered into between third parties and other members of the Maersk group. As of completion of the Demerger, the Maersk Drilling Group may not be able to rely on benefitting from these framework procurement agreements and their terms and conditions. Prior to the Demerger, the Maersk Drilling Group has carved-out the majority of business critical procurement agreements. A limited number of procurement agreements have been amended to include a “divestment clause” according to which the Maersk Drilling Group may benefit from these procurement agreements on terms unchanged for a period of typically 12 or 24 months following completion of the Demerger (provided such agreements are not terminated or amended by Maersk in the meantime). The Maersk Drilling Group carries the risk in relation to completion of any carve-out or replacement required, however, the Management believes that all of such procurement agreements which are material to the Maersk Drilling Group have been or will be carved out ahead of completion of the Demerger.

79 EXPECTED TIMETABLE OF THE DEMERGER, LISTING AND FINANCIAL CALENDAR Expected Timetable of Principal Events

Date of publication of Demerger Plan ...... 4 March 2019 Date of publication of Listing Document ...... 4 March 2019 Anticipated date of the General Meeting, including approval of the Demerger . . 2 April 2019 Registration of the Demerger with the Danish Business Authority ...... 2 April 2019 Last day of trading in Maersk shares with the Maersk Drilling Group as part of Maersk (Cut-Off Date)(1) ...... 3 April 2019 at 5:00 p.m. (CEST) First day of trading in and official listing of the Shares on Nasdaq Copenhagen under the permanent ISIN DK0061135753 ...... 4 April 2019 Demerger Record Date for registration as shareholder in VP Securities(1) ...... 5 April 2019 at 5:59 p.m. (CEST) Delivery of the Shares to the Receiving Shareholders(2) ...... 8 April 2019

(1) Trading in Maersk shares after the Cut-Off Date on 3 April 2019 at 5:00 p.m. will be exclusive of rights to receive Shares in ListCo for the buyer unless the parties to the trade in question have taken measures to settle the trade in VP Securities prior to the Demerger Record Date on 5 April 2019 at 5:59 p.m. CEST and, thus, chosen not to settle according to the customary settlement cycle with settlement two trading days after the transaction date. The party to the trade in question who is the holder registered in VP Securities on the Demerger Record Date at 5:59 p.m. (2) After the Cut-Off Date, the Maersk shareholders will, depending on the procedures applied by the Maersk shareholders’ respective account holding banks, be able to see on their respective share deposit accounts with their account holding banks, the number of ListCo Shares that the Maersk shareholders are expected to receive upon delivery of the ListCo Shares in VP Securities on or around 8 April 2019, provided that the Maersk shareholder has not disposed its right to receive ListCo Shares in advance of the delivery date. The above timetable, including the date of the General Meeting, the Demerger Record Date and the Cut-Off Date, is subject to change. Any changes will be announced via Nasdaq Copenhagen.

Financial Calendar ListCo’s financial year runs from 1 January through 31 December. ListCo will publish financial reports on a semi-annual basis in combination with trading statements for the first and third quarters. The financial calendar will be announced by ListCo via Nasdaq Copenhagen on the first day of admission to trading and official listing on Nasdaq Copenhagen on 4 April 2019.

80 SPECIAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Listing Document constitute forward-looking statements. Forward-looking statements are statements (other than statements of historical fact) relating to future events and the anticipated or planned financial and operational performance of ListCo. The words “targets”, “believes”, “expects”, “aims”, “intends”, “plans”, “seeks”, “will”, “may”, “might”, “anticipates”, “would”, “could”, “should”, “continues”, “estimate” or similar expressions or the negatives thereof, identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. Forward-looking statements appear in a number of places in this Listing Document, including, without limitation, under the headings “Summary”, “Risk Factors”, “Financial Policy and Dividends Distributed”, “Business”, “Operating and Financial Review” and “Consolidated Prospective Financial Information for the Financial Year Ending 31 December 2019” and include, among other things, statements addressing matters such as: • ListCo’s future results of operations, in particular, the statements relating to expectations for the financial year ending 31 December 2019; • ListCo’s future financial condition; • ListCo’s future working capital, cash flow and capital expenditure; • ListCo’s future dividends; • ListCo’s business strategy, plans and objectives for future operations and events; • general economic trends and trends in ListCo’s industry; and • the competitive environment in which ListCo operates. Although Management believes that the expectations reflected in these forward-looking statements are reasonable, such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause ListCo’s actual results, performance, achievements or industry results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks, uncertainties and other important factors include, among others: • the highly competitive markets in which the Maersk Drilling Group operates, which are cyclical in nature and currently suffer from an oversupply of available rigs; • customer concentrations, and the risk of losing a significant customer; • the capital-intensive nature of the Maersk Drilling Group’s business and the risks and costs associated with Newbuildings; projects to upgrade, refurbish or repair rigs; mobilisation of rigs across geographic areas; and reactivation of stacked rigs; • operating hazards, including the risk that a significant accident or IT systems incident may not be covered by the Maersk Drilling Group’s insurance or any enforceable or recoverable indemnity; • the risks and liabilities associated with joint ventures, investments (including the risk of failure to successfully integrate acquired assets or businesses) and possible future divestments; • the risks associated with creation of new business models by the Maersk Drilling Group, particularly those with a risk profile, remuneration, or financial scheme that is different from a conventional drilling contract; • the Maersk Drilling Group’s reliance on third-party suppliers and subcontractors to provide parts, crew and equipment, and to complete some parts of its projects, and the risks associated with sub-standard performance or non-performance of those third-party suppliers and subcontractors; • complex and evolving laws and regulations across various jurisdictions, and in particular, environmental laws and the regulation of greenhouse gases and climate change and regulation relating to the processing of personal data and compliance with relevant data protection laws; • the risks associated with the loss of key personnel or the failure to obtain or retain highly skilled personnel, and similar risks, including labour costs and labour interruptions; • the risks associated with international operations, including political, civil or economic disturbance;

81 • the complexity and continued development of local and international tax rules and interpretation thereof and the complexity of the Maersk Drilling Group’s business, together with increased political and public focus on multinational companies’ tax payments; • the compliance risks associated with economic, trade sanctions and applicable anti-corruption laws imposed by the United States, the European Union and other jurisdictions; • foreign exchange rate and interest rate fluctuations; • the Maersk Drilling Group’s potential reduced profitability or not fully realising its backlog of drilling revenue if its customers terminate, seek to renegotiate or fail to exercise an option to extend its drilling contracts, or if it fails to secure new drilling contracts; • the risks associated with damage or destruction by severe weather, and operational disruptions due to severe weather conditions; and • the funding and liquidity risks associated with operating in a capital-intensive industry. Should one or more of these risks or uncertainties materialise, or should any underlying assumptions prove to be incorrect, ListCo’s actual financial condition, cash flows or results of operations could differ materially from what is described herein as anticipated, believed, estimated or expected. Management urges investors to read the sections of this Listing Document entitled “Risk Factors”, “Business”, “Operating and Financial Review” and “Consolidated Prospective Financial Information for the Financial Year Ending 31 December 2019” for a more complete discussion of the factors that could affect ListCo’s future performance and the industry in which ListCo operates. The Maersk Drilling Group does not intend, and does not assume any obligation, to update any forward-looking statements contained herein, except as may be required by law or the rules of Nasdaq Copenhagen. All subsequent written and oral forward-looking statements attributable to the Maersk Drilling Group or to persons acting on the Maersk Drilling Group’s behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this Listing Document.

82 ENFORCEMENT OF CIVIL LIABILITIES AND SERVICE OF PROCESS ListCo will be organised under the laws of Denmark upon its incorporation in connection with completion of the Demerger, all except for one of the directors and executives of MDH, ListCo’s proposed directors and expected executive officers, reside in countries other than the United States, and a majority of the Maersk Drilling Group’s assets are located outside of the United States. As a result, it may not be possible for investors to effect service of process upon ListCo, Maersk or such directors and officers or to enforce against any of the aforementioned parties a judgement obtained in a United States court. Original actions or actions for the enforcement of judgements of United States courts, relating to the civil liability provisions of the federal or state securities laws of the United States are not directly enforceable in Denmark. The United States and Denmark do not have a treaty providing for reciprocal recognition and enforcement of judgements, other than arbitration awards, in civil and commercial matters. Accordingly, a final judgement for the payment of money rendered by a United States court based on civil liability will not be directly enforceable in Denmark. However, if the party in whose favour such final judgement is rendered brings a new lawsuit in a competent court in Denmark, that party may submit to the Danish court the final judgement that has been rendered in the United States. A judgement by a federal or state court in the United States against ListCo will neither be recognised nor enforced by a Danish court, but such judgement may serve as evidence in a similar action in a Danish court.

83 PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION This Listing Document contains selected financial information of the Maersk Drilling Group, which has been derived from the audited consolidated financial statements of MDH for the year ended 31 December 2018 with comparison numbers for the financial years ended 31 December 2017 and 2016 prepared in accordance with IFRS (the “Consolidated Financial Statements”). The information included in the Consolidated Financial Statements comprises the 2018, 2017 and 2016 consolidated figures for the MDH activities. The audited Consolidated Financial Statements of MDH for the financial year ended 31 December 2018 with comparison numbers for the financial year ended 31 December 2017 and 2016 does not include the property Dyrekredsen 20A, DK-5700 Svendborg, Egense By, Egense with related service agreement with Maersk Training A/S for the operation of the hotel located on the property, which will be allocated to ListCo upon completion of the Demerger. See “The Demerger”. These activities, assets and liabilities are deemed non-material, and the Consolidated Financial Statements represent in all material respect the financial position, the results of operations and cash flows of the Maersk Drilling Group. As a result of the Maersk Drilling Group historically being part of Maersk, the Consolidated Financial Statements do not necessarily reflect what the Maersk Drilling Group’s results of operations, financial condition and cash flows would have been had the Maersk Drilling Group operated as a separate, stand-alone company during the periods presented in this Listing Document and are not necessarily indicative of the Maersk Drilling Group’s future results of operations, financial condition or cash flow. The Consolidated Financial Statements for the financial year ended 31 December 2018 with comparison numbers for the financial years ended 31 December 2017 and 2016, respectively, have been prepared in accordance with IFRS and additional disclosure requirements under the Danish Financial Statements Act and audited by PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab (“PwC”). The Consolidated Financial Statements are included on pages F-1 to F-40.

Non-IFRS Financial Measures This Listing Document contains certain financial measures that do not have any standardised meanings prescribed by IFRS. A “non-IFRS financial measure” is defined as one that measures historical or future financial performance, financial position or cash flows but which excludes or includes amounts that would not be so adjusted in the most directly comparable measure calculated and presented in accordance with IFRS. Specifically, MDH makes use of the non-IFRS financial measures EBITDA, EBITDA before special items, cash conversion, net debt, and adjusted free cash flow. For further information on the non-IFRS financial measures presented in this Listing Document see “Operating and Financial Review—Use of Non-IFRS Financial Measures” below. Non-IFRS financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS. Non-IFRS financial measures as reported by us may not be comparable to similarly titled amounts reported by other companies. The Maersk Drilling Group uses these non-IFRS financial measures to assess its consolidated financial and operating performance, and it believes they are helpful in identifying trends in its performance. These measures enhance Management’s ability to make decisions with respect to resource allocation and whether it is meeting established financial goals. Moreover, the Management believes that each Non-IFRS financial measure as defined and as presented in this Listing Document, are useful tools to investors for comparing its performance while excluding the effect of various items that it believes does not directly affect its operating performance. Non-IFRS financial measures have certain limitations as analytical tools and you should not consider them in isolation or as substitutes for analysis of the Maersk Drilling Group’s results as reported under IFRS. Because of such limitations, the Non-IFRS financial measures included in this Listing Document should not be considered substitutes for the relevant IFRS measures or similarly titled non-IFRS financial measures of other companies. Finally, the presentation of these non-IFRS financial measures is not intended to, and does not, comply with the reporting requirements of the SEC; compliance with its requirements would require us to make changes to the presentation of this information.

84 Rounding Adjustments Rounding adjustments have been made in calculating some of the financial information included in this Listing Document. As a result, figures shown as totals in some tables may not be exact arithmetic aggregations of the figures that precede them.

85 ORGANISATIONAL STRUCTURE ListCo will in connection with its incorporation and as part of the Demerger become the parent company of the Maersk Drilling Group holding all shares of MDH. The following table sets forth the material direct or indirect subsidiaries of the Maersk Drilling Group upon completion of the Demerger:

Percentage of direct and indirect ownership Country of interest and Entity Name incorporation voting rights Maersk Drilling Holding A/S (MDH) ...... Denmark 100% Maersk Drilling A/S ...... Denmark 100% Maersk Highlander UK Ltd ...... England and Wales 100% Maersk Drilling Holdings Singapore Pte ...... Singapore 100% Maersk Drillship IV Singapore Pte ...... Singapore 100% Maersk Drilling Deepwater A/S ...... Denmark 100% Maersk Intrepid Norge A/S ...... Denmark 100% Maersk Integrator Norge A/S ...... Denmark 100% Maersk Interceptor Norge A/S ...... Denmark 100% Maersk Invincible Norge A/S ...... Denmark 100% The Maersk Drilling Group has selected the material subsidiaries on the basis of a commercial materiality assessment, primarily focusing on (i) where revenue is generated, (ii) where a substantial part of the Maersk Drilling Group’s assets are held and (iii) entities that are considered of strategic importance. The material subsidiaries represented 81% of the Maersk Drilling Group’s total revenue and 94% of the Maersk Drilling Group’s total EBITDA (non-IFRS) for the financial year ended 31 December 2018 and 87% of the Maersk Drilling Group’s total assets as of 31 December 2018. Moreover, under the Facilities Agreements, certain direct or indirect subsidiaries of MDH have been pledged in favour of the existing lenders under the Facility Agreements. The pledged subsidiaries consists of (i) all the material direct or indirect subsidiaries except MDH, Maersk Intrepid Norge A/S, Maersk Integrator Norge A/S and Maersk Interceptor Norge A/S, (ii) certain other rig owning subsidiaries, i.e. Maersk Drilling North Sea A/S, Maersk Drilling Holdings Singapore Pte. Ltd., Maersk Highlander UK Ltd, Maersk Drilling International A/S, Maersk Drilling A/S, Maersk Drillship I Singapore Pte. Ltd. and Maersk Drillship II Singapore Pte. Ltd. and (iii) certain other intra-group charterer, i.e. Maersk Highlander UK Limited, Singapore Branch, Maersk Drilling Services A/S, Maersk Invincible Norge A/S and Maersk Reacher Operations AS. See “Operating and Financial Review—Liabilities and Indebtedness” for further information on the Facilities Agreements. The Maersk Drilling Group continuously seek to optimise the organisational structure and, depending on certain circumstances, the Maersk Drilling Group may deem a corporate reorganisation of the Maersk Drilling Group worthwhile following the completion of the Demerger. Such a corporate reorganisation may possibly entail a merger between MDH and ListCo and/or a corporate restructuring of other direct or indirect subsidiaries of the Maersk Drilling Group. It could potentially occur during 2019. However, no decision on any reorganisation has been made as of the date of this Listing Document and no plans of a specific nature are currently contemplated.

86 INFORMATION ABOUT LISTCO Name, Registered Office and Date of Incorporation Upon completion of the Demerger ListCo will be located in the municipality of Lyngby-Taarbæk and the name and registered office of ListCo will be: The Drilling Company of 1972 A/S Lyngby Hovedgade 85 DK-2800 Kgs. Lyngby Denmark Telephone no. +45 63 36 00 00 ListCo will not have any registered secondary names. However, for certain business operations Maersk, APMH and MDH will enter into a Branding Agreement regarding the Maersk Drilling Group’s future use of a number of trademarks, names, vessels and rig names and other designations including “Maersk Drilling”, the Maersk blue colour and the seven-pointed star. The Branding Agreement does not give right to use the Maersk trademarks in the legal name of ListCo. See also “Business—Intellectual Property Rights” for a description of the Branding Agreement.

Registration ListCo will be registered under Danish law with the Danish Business Authority as a public limited liability company (in Danish: “Aktieselskab”) upon completion of the Demerger and will obtain its company registration (CVR) no. at such time. The registration number will be included in the company announcements planned to be issued by ListCo and Maersk upon completion of the Demerger.

87 THIRD-PARTY INFORMATION AND EXPERT STATEMENTS AND DECLARATIONS OF ANY INTEREST This Listing Document contains statistics, data and other information relating to markets, market sizes, market shares, market positions and other industry data pertaining to the Maersk Drilling Group’s business and markets. This information has been obtained from publicly available information, including websites as well as Management’s knowledge of the markets and analysis of multiple sources. Information sourced from third parties has been accurately reproduced and that to the best of Management’s knowledge and belief, and so far as can be ascertained from the information published by such third-party, no facts have been omitted which would render the information provided inaccurate or misleading. The Maersk Drilling Group has not independently verified and cannot give any assurances as to the accuracy of market data as presented in this Listing Document that was extracted or derived from these external sources, and the Maersk Drilling Group does not make any representation as to the accuracy of information provided by third parties. Thus, developments in the Maersk Drilling Group’s activities may deviate from the market developments stated in this Listing Document. The Maersk Drilling Group does not assume any obligation to update such information. Industry publications or reports generally state that the information they contain has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. Market data and statistics are inherently unpredictable and subject to uncertainty and not necessarily reflective of actual market conditions. Such statistics are based on market research, which itself is based on sampling and subjective judgements by both the researchers and the respondents, including judgements about what types of products and transactions should be included in the relevant market. Unless otherwise indicated in this Listing Document, any references to or statements regarding the Maersk Drilling Group’s competitive position have been based on Management’s own assessment and knowledge of the market, regions and countries in which it operates. Additionally, unless otherwise indicated in this Listing Document, any references to or statements regarding customer perception of the Maersk Drilling Group have been based on Management’s own assessment and knowledge, including customer surveys. As a result, investors should be aware that statistics, data, statements and other information relating to markets, market sizes, market shares, market positions and other industry data in this Listing Document (and projections, assumptions and estimates based on such information) may not be reliable indicators of the Maersk Drilling Group’s future performance and the future performance of the industry in which it operates. Such indicators are necessarily subject to a high degree of uncertainty and risk due to the limitations described above and to a variety of other factors, including those described under “Risk Factors” and elsewhere in this Listing Document. The IHS Markit reports, data and information referenced herein (the “IHS Markit Materials”) are the copyrighted property of IHS Markit Ltd. and its subsidiaries (“IHS Markit”) and represent data, research, opinions or viewpoints published by IHS Markit, and are not representations of fact. The IHS Markit Materials speak as of the original publication date thereof and not as of the date of this document. The information and opinions expressed in the IHS Markit Materials are subject to change without notice and IHS Markit has no duty or responsibility to update the IHS Markit Materials. Moreover, while the IHS Markit Materials reproduced herein are from sources considered reliable, the accuracy and completeness thereof are not warranted, nor are the opinions and analyses which are based upon it. IHS Markit is a trademark of IHS Markit. Other trademarks appearing in the IHS Markit Materials are the property of IHS Markit or their respective owners. The data (“Rystad Data”) included in this document sourced to Rystad Energy AS (“Rystad Energy”) is included on an “as is” basis without any warranties of any kind, either express or implied. The Rystad Data speak as of the original publication date thereof and not as of the date of this Listing Document. The information and opinions expressed in the Rystad Data are subject to change without notice and Rystad has no duty or responsibility to update the Rystad Data. Rystad Energy expressly disclaims any and all legal liability or responsibility for the accuracy, completeness or fitness for a particular purpose (e.g. investment activities), or for the usefulness of any information used or disclosed in this document. This work is partially based on the information regarding global energy demand and production developed by the International Energy Agency, © OECD/IEA 2019 but the resulting work has been prepared by MDH and does not necessarily reflect the views of the International Energy Agency.

88 INDUSTRY This Listing Document contains statistics, data and other information relating to markets, market sizes, market shares, market positions and other industry data pertaining to the Maersk Drilling Group’s business and markets. Unless otherwise indicated, such information is based on the Maersk Drilling Group’s analysis of sources as discussed in “Third-Party Information and Expert Statements and Declarations of Any Interest”.

Introduction to Offshore Contract Drilling Offshore contract drilling in brief The Maersk Drilling Group is part of the global offshore contract drilling industry providing offshore drilling services to E&P Companies. Offshore contract drilling companies own and operate mobile offshore drilling units, so-called rigs, and generate their revenue by leasing rigs to E&P Companies primarily to drill wells for exploration, development and production of hydrocarbons. One fundamental factor in determining the level of activity in the offshore drilling industry is the level of spending by E&P Companies, generally referred to as E&P spending. Historically, the level of E&P spending by E&P Companies has primarily been driven by current and expected future oil and natural gas prices. This correlation has recently been observed following the decline in the price of Brent crude oil (an international benchmark), which first began in June 2014 and had a negative impact on offshore E&P spending. As the price of Brent crude oil fell from an average of $109/bbl in the first half of 2014 to an average of $45/bbl in 2016, the lower price along with uncertainty about future price development caused a material reduction in offshore E&P spending in the period from 2015 to 2018. However, the reduction in offshore E&P spending appears to have moderated as the oil price has increased from the 2016 low. Figure 1.1 below shows the relationship between global offshore E&P spending and the yearly average Brent crude oil price from 2000 to 2018.

Figure 1.1: Global offshore E&P spending and Brent crude oil price, 2000 – 2018

USDbn USD/bbl 400 120

350 100

300

80 250

200 60

150 40

100

20 50

- 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Offshore E&P spending (left) Brent price (right)

Note: E&P spending excludes internal expenditure to the E&P Company

Source: Rystad Energy DCube (E&P spending), Thomson Reuters Datastream (average Brent price) According to Rystad Energy, the global E&P spending on offshore drilling rig services peaked in 2014, totalling approximately $58 billion. During the recent downturn, spending has been significantly reduced, totalling approximately $24 billion in 2018, representing an almost 60% reduction from the peak in 2014 (see Figure 1.2).

89 Figure 1.2: Global offshore E&P spending for offshore drilling rig services, 2000 – 2018

USDbn 60

- 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Source: Rystad Energy DCube

Oil & gas industry value chain The oil and gas industry value chain is generally categorised into three major segments: upstream, midstream, and downstream. The upstream segment consists of the exploration, development and production of oil and gas reserves (“E&P activities”). The midstream segment encompasses transportation and storage, and the downstream segment includes refining as well as marketing and distribution of oil and gas products.

Figure 1.3: Oil & gas industry value chain

Upstream Midstream Downstream Exploration & Development Production Transportation Storage Refining Marketing & Distribution

Source: Maersk Drilling Group Some E&P Companies are fully integrated, meaning that they not only explore, develop and produce oil and gas (upstream), but also transport it to a refinery (midstream), refine it into fuels and petrochemicals and sell petroleum products at their own retail stations (downstream). Examples of such fully integrated oil companies are Exxon Mobil, BP, Shell, Total, Chevron, and Eni (collectively referred to as the “Supermajors”), as well as Saudi Aramco and ADNOC, which are National Oil Companies (“NOCs”). Other E&P Companies, such as Anadarko and Hess in the United States, Premier Oil and Tullow in the United Kingdom, and Aker BP in Norway, are purely focused on the upstream segment (“Independents”).

Reservoir life cycle Within the upstream segment, the lifecycle of an oil or gas reservoir spans from early stage exploration and development activities, to production and maintenance, and finally to the ultimate plugging and abandonment of wells and fields.

Exploration phase The exploration phase starts with seismic analysis of the subsea underground to detect oil and gas reserves. When potential offshore oil and gas reserves have been detected and deemed sufficiently promising to justify the cost of a physical assessment, E&P Companies holding the licenses to develop the oil and gas fields lease offshore drilling rigs to drill an exploration well (“wildcat”) to confirm the characteristics of the potential reservoir.

90 Field development phase Following the confirmation of the attractiveness of the reservoir through an exploration campaign, E&P Companies seek the approval of authorities regulating the area for their plan to develop the offshore oilfield, including the wells to be drilled (“development wells”), the offshore production and processing equipment to be installed, and the flow lines to be connected to transport the extracted oil and gas. This development phase is more extensive, time-consuming, and complex than the exploration phase.

Production phase After an offshore field has been developed with the production facilities and surrounding infrastructure in place, the field is put into production so that oil and gas flows from the reservoirs through the process equipment on the production facility to be exported to shore through pipelines or shuttle tankers. During the life of the field, E&P Companies often seek to further develop the field over time, for example by drilling additional wells in between established producing wells (“infill wells”), new wells to expand the reservoir (“step-out wells”) or wells to inject fluids or gas (“injection wells”) into the field to enhance oil recovery from the reservoir. Throughout their life, subsea wells and field infrastructure need to be maintained in order to comply with safety regulations and optimise production output. This is usually done with the assistance of well service contractors. Further, the production facilities need to be maintained, and sometimes modified to optimise production, which for certain larger maintenance or modification campaigns require the use of service and accommodation rigs.

Decommissioning phase When reserves from a producing oilfield have been exploited, or when an exploration well has not led to any commercially viable oil or gas discovery (“dry well”), the authorities regulating the area require cement plugs to be placed inside and around the well before it is abandoned (“P&A work”). Typically, this also requires the intervention of an offshore drilling rig. P&A work on existing wells at the end of their productive life is often fairly simple and therefore often commands lower pricing than more complex exploration and development drilling.

Oilfield services value chain E&P Companies do not themselves perform all the various services needed to discover and exploit oil and gas reserves. Instead they rely on third-party oilfield services providers such as oil service companies, drilling contractors, and equipment manufactures. These companies provide a wide array of services, technology, equipment, personnel, and capital assets to support E&P Companies over the life cycle of a reservoir (see Figure 1.4).

Figure 1.4: Oilfield services value chain

Upstream Midstream Downstream Exploration & Development Production Transportation Storage Refining Marketing & Distribution

Oilfield Services, Drilling & Equipment

Oil services Equipment manufacturing

Procurement, Operational and Subsea Topside and Maintenance Drilling tools and Rigs and drilling Transportation Seismic and G&G Well service construction, professional equipment and processing Engineering services commodities contractors and logistics installation services installation equipment

Source: Maersk Drilling Group The exploration and development of offshore oil and gas requires the construction of wells to access oil and gas reservoirs. These wells are drilled by drilling contractors, such as the Maersk Drilling Group, which lease E&P Companies offshore drilling rigs, including associated crew, to drill wells across the entire reservoir life cycle.

91 Diversified oil services companies such as Schlumberger, Halliburton, General Electric/Baker Hughes International and Weatherford work closely with E&P Companies and drilling contractors to provide a wide range of services and applications, including formation evaluation, well construction, completion and stimulation and artificial lift for production at the end of the well programme. These oil service companies install and operate their equipment on board the drilling contractor’s rig. While the lifecycle of a reservoir begins with exploration and progresses to development and production, E&P Companies typically prioritise their capital spending in the reverse order. They tend to prioritise production capital expenditure then add development capital expenditure, and finally exploration capital expenditure. The production capital expenditure portion of E&P spending budgets is primarily used for production and well maintenance services, production-related equipment, logistics and infrastructure. The development capital expenditure budgets mainly go towards services to support drilling, completion and well simulation. Lastly, the exploration portion of the E&P spending budgets pays for seismic services, formation evaluation, and exploratory drilling. E&P Companies rarely cut production and maintenance capital expenditure for existing fields as this would adversely impact current production and cash flow generation. As a result, production capital expenditure tends to be more resilient to oil price down cycles, while exploration capital expenditure is cut first followed by development capital expenditure. When oil prices recover, oil companies start sanctioning new development projects to increase production and cash flow, and finally E&P Companies add exploration spending to grow reserves. Consequently, companies that provide services to the production side of the oil and gas business are exposed to less volatility as opposed to companies that rely on exploration and development spending.

Categories of offshore drilling rigs Offshore drilling rigs are typically categorised by dimensions (i) rig type, (ii) water depth, (iii) operating environment, (iv) certification schemes and regulation, and (v) delivery year and rig generation.

Rig types There are three main types of drilling rigs (see Figure 1.5): jack-up rigs, semi-submersibles, and drillships—the latter two are collectively referred to as “floaters”). Jack-up rigs operate in shallow waters—as of 31 December 2018, the most advanced jack-up rigs can operate in water depths of up to 492 feet—while floaters can operate in water depths of up to 12,000 feet.

Figure 1.5: Drilling rig types

Drillship Semi-submersible Jack-up

Up to 492 ft

Max water depth: Up to 12,000 ft Up to 10,000 ft

Up to 30,000 ft Chart bottom Max drilling depth: Up to 40,000 ft Up to 40,000 ft

Legend top

Note: Not to scale

Source: Maersk Drilling Group

92 Jack-up rigs Jack-up rigs are mobile drilling platforms standing on the seabed, typically equipped with three steel legs and a self-elevating system that adjusts the platform height to the water depth. When the rig relocates it will jack its platform down on the water until it floats, and will then be towed by tugboats to its next location or lifted by a heavy-transportation vessel if being moved over a greater distance. The jack-up rig’s deck provides space for drilling equipment, supplies, and living quarters. Modern jack-up rigs typically have a drilling package mounted on a cantilever to drill away from the hull. A cantilevered rig enables drilling at distances from the hull ranging from approximately 45 to 110 feet. The cantilever and its reach increases flexibility when the jack-up performs drilling or workover operations over pre-existing platforms or structures such as metal towers (jackets) that are put in place to support production facilities. In such cases, the jack-up is positioned next to the fixed structure and the cantilever with the drilling package is extended over the platform structure to perform the drilling. A cantilevered rig is very useful for drilling a series of wells over a production platform structure as it allows the E&P Company to perform operations on multiple wells on the platform without re-positioning the rig. Whilst deployed in all major offshore basins, jack-up rigs are predominantly deployed in the Middle East, South East Asia, North West Europe, and North America.

Semi-submersibles Semi-submersible rigs are floating platforms equipped with a ballasting system that can vary the draft of the partially-submerged hull from a shallow draft for transit, to a predetermined operational draft when drilling operations are ongoing at a well location. Submerging the rig further in the water reduces the rig’s exposure to ocean conditions (waves, winds and currents) and increases its stability. Semi-submersibles drill in open water. They do not have cantilevers and cannot drill over fixed structures. Drilling operations are conducted through an opening in the hull (“moon pool”), and semi-submersible rigs maintain their position above the wellhead either by means of a conventional mooring system, consisting of anchors and chains and/or cables, or by a computerised dynamic positioning system. In shallower waters, semi-submersible rigs are moored to the seafloor with anywhere from six to twelve anchors. Once the water depth becomes too deep, the rigs depend on dynamic positioning systems to keep the vessel in place while drilling. The dynamic positioning system relies on several thrusters located on the hulls of the rig, which are activated by an on-board computer that constantly monitors winds and waves to adjust the thrusters to compensate for these changes. Sometimes, both mooring and dynamic position systems are used in tandem. Propulsion capabilities of semi-submersible rigs range from having no propulsion capability or propulsion assistance (and thereby requiring the use of tug vessel or similar for transits between locations) to being fully self-propelled, whereby the rig has the ability to relocate independently of a towing vessel. Semi-submersible rigs can operate in all offshore areas globally, depending on what the specific rig is dimensioned and equipped for. Moored semi-submersibles are often required and/or preferred in water depths below 5,000 feet; in areas with challenging meteorology and oceanography conditions; when working close to fixed installations where redundancy in station keeping is required; in longer development programmes where the rig is lying on the same location for a long time; and/or in areas where weather is unstable. This makes hybrid semi-submersibles with both dynamic position and mooring capabilities very versatile rigs. Semi-submersibles are most prevalent in North West Europe, South East Asia, and Latin America.

93 Drillships Drillships are ships with an on-board propulsion system, often based on a conventional ship hull design, but carrying full drilling equipment similar to that on semi-submersible rigs. Drilling operations are conducted through moon pools, and, like modern semi-submersible rigs, drillships are typically equipped with dynamic positioning systems. Drillships typically have better mobility and higher load capacity than the other rig types, which make them more suitable for exploration drilling in deepwater areas far from shore bases and other infrastructure. Drillships are, however, less stable than semi- submersibles, which makes them less suitable for harsh environment areas and therefore are usually operated in benign water regions such as offshore South America, West Africa, and US Gulf of Mexico. These three regions are commonly and jointly referred to as the “Golden Triangle” and have represented key markets for deepwater drillships over the last decade.

Water depth For the purpose of this Listing Document, “shallow water” is defined as up to 400 feet; “midwater” is defined as 401 – 5,000 feet; “deepwater” as 5,001 – 7,500 feet; and “ultra-deepwater” as greater than 7,500 feet. Furthermore, for the purpose of the discussion under “Offshore drilling market dynamics and outlook—Offshore rig demand fundamentals”, ultra-deepwater is treated as a subset of deepwater, i.e. deepwater is regarded as greater than 5,000 feet. Drilling rigs are often defined in terms of their maximum water depth capability and are thus typically classified into water depth categories. While there is no consistent industry standard for delineating rigs by water depth, jack-up rigs typically operate in shallow water and floaters typically in midwater, deepwater and ultra-deepwater—as defined in the preceding. However, there are cases in which a rig may operate in a neighbouring water depth; for instance, 18 of the 520 delivered jack-up rigs as of 31 December 2018 have the capability to operate in water depths between 400 and 492 feet, and may therefore capture marginal offshore rig demand delineated in this Listing Document as midwater.

Operating environment Environments with pronounced wind, weather and sea states require rigs capable of withstanding the forces of waves and currents and, in many cases, operating in low service temperatures—such environments are typically referred to as “harsh environments”. Environmental resistance is a critical factor in harsh environments like North West Europe, and Eastern Canada, but is also highly important in the US Gulf of Mexico, Indian Ocean, and Western Pacific Rim, where tropical storm systems create extreme weather conditions. In the US Gulf of Mexico and much of Asia, moderate environmental conditions are prevalent for most of the year, but tropical storms may cause severe weather events. By contrast, in Brazil, West Africa, the Persian Gulf, South East Asia and much of Australia, severe weather is rare, and these areas are normally referred to as “benign environments”. Harsh environment jack-up rigs are designed to accommodate high variable loads to provide a sufficient air gap1 between the underside of the hull of the rig to ensure wave clearance. For jack-up rigs, the geometry and spacing of the legs are designed to resist high wind and wave loads, and the design temperature of the steel and equipment is certified for low temperatures. Due to the good motion characteristics of semi-submersibles, these units are the only floating rig type that practically can operate in harsh environment regions, including the Norwegian part of the North Sea. However, in order to work in harsh environment regions semi-submersibles need to fulfil several design requirements (similar to what harsh environment jack-up rigs need to), inter alia a higher air gap, which is a critical issue and is a major design consideration when the unit is rated for environmental conditions. During the design of a semi-submersible, hull motion analysis in relation to waves crashing into the underside of the deck is critical. Under no circumstance should a rig be designed or rated for environmental conditions in

1 Air gap is the distance from mean water level to the bottom of the hull (underside) while the unit is submerged for the operating condition.

94 which waves will come in contact with the upper hull. In addition, heave, roll, pitch, sway, yaw, and surge need to be analysed in terms of the upper limits of motion in which crews and equipment can operate. In contrast, drillships are not as stable as semi-submersibles in rough water, making them generally unsuitable for harsh environments. Given the higher specification requirements, a harsh environment rig is typically more expensive to build than a benign environment rig for a given rig type. Harsh environment conditions and equipment impose high barriers to entry from a technical perspective, thus suppliers in the harsh environment market have tended to benefit from higher capacity utilisation and pricing as well as both longer contract durations and lead-times compared to other offshore drilling markets.

Certification schemes and regional requirements There are often regional governmental requirements which a drilling contractor must comply with in order to be able to tender for a drilling contract.

North Sea (UK Continental Shelf and Norwegian Continental Shelf) To operate on the UK Continental Shelf (“UKCS”) the offshore drilling contractor is required to satisfy the requirements described as the “UK Safety Case” (Offshore Installations (Safety Case) Regulations 2005—SCR05). The regulation aims to reduce the risks from major accident hazards to the health and safety of the workforce employed on offshore installations, and in connected activities. To be able to operate a rig on the Norwegian Continental Shelf the rig has to be certified with an AoC. The AoC is a government-issued certificate that acknowledges compliance with Norwegian laws and regulations and is mandatory for drilling units, accommodation units, floating production, storage and offloading (“FPSO”) units, and well intervention units. The AoC is issued in respect of safety and emergency preparedness, drilling rig technical specifications, crew accommodations, management systems, and other requirements. The AoC is granted upon successful completion of an inspection by the PSA, based on information that the contractor provides about its unit, as well as any information gathered by the PSA in its follow-up review of the unit. While other countries also impose certain certification requirements, the Norwegian AoC scheme is typically recognised as the most stringent. Therefore, high classification rigs subject to the Norwegian AoC scheme are most likely capable of operating in any other segment in the world. The AoC requirements impose high barriers to entry from an operational perspective and have limited the supply of new rigs in the NCS. According to IHS Petrodata, as of 31 December 2018, 18 jack-up rigs (excluding Mærsk Giant) and 33 floater rigs are certified with an AoC. For the purpose of this Listing Document, rigs that are delineated as harsh environment are characterised according to whether the rig has an AoC. For jack-up rigs, rigs with AoC are termed “ultra harsh jack-up rigs” while those without AoC are termed “harsh jack-up rigs”; harsh floaters are termed “ultra harsh floaters” and “harsh floaters” in an identical manner.

Gulf of Mexico After the Macondo accident of 2010, the regulatory body in the United States, the Bureau of Ocean Energy Management, imposed strict safety regulations on E&P Companies relating to drilling of subsea wells. For example, the drilling rig should be equipped with a larger blow-out preventer (“BOP”) than required in most other places of the world.

Brazil To be able to work in Brazil under a contract with state-owned oil company Petrobras, rigs have to meet certain requirements imposed by Petrobras and regulatory bodies such as the Brazilian National Agency of Petroleum, Natural Gas and Biofuels (ANP). For example, Petrobras very often requires a certain set of specialised equipment on board a rig, such as managed pressure drilling.

West Africa West Africa is an important offshore oil region with an attractive reserve base for E&P Companies. However, there are significant differences in the requirements that individual countries have for E&P Companies as well as offshore drilling contractors. Some countries, such as Nigeria, have increased the local content

95 requirements significantly over the past years, requiring contractors to partner with local companies owning the assets and to employ local labour resources to operate the rigs and shore bases.

Delivery year and rig generation For the purpose of this Listing Document, benign jack-up rigs are further bifurcated: “premium” jack-up rigs are those delivered in 2005 or thereafter with capacity to work in shallow waters in depths of 350 feet or more, while “other” jack-up rigs comprise the remaining benign jack-up fleet. Benign floaters are segmented according to “Generation” (“G”): • “7G” floaters comprise drillships delivered in 2010 or thereafter and semi-submersibles delivered in 2015 or thereafter, both with a maximum water depth capacity of 12,000 feet; • “6G” floaters comprise i) drillships delivered between 2006 and 2009 with a maximum water depth capacity of 12,000 feet, ii) drillships delivered in 2010 or thereafter with a maximum water depth capacity of 10,000 feet; iii) semi-submersibles delivered between 2005 and 2014 with a maximum water depth capacity of 12,000 feet, and iv) semi-submersibles delivered in 2015 or thereafter with a maximum water depth capacity of 10,000 feet; • “5G” floaters comprise i) drillships delivered between 1998 and 2005 with a maximum water depth capacity of 10,000 feet, ii) drillships delivered in 2006 or thereafter with a maximum water depth capacity of below 10,000 feet; iii) semi-submersibles delivered between 1998 and 2004 with a maximum water depth capacity of 10,000 feet, and iv) semi-submersibles delivered in 2005 or thereafter with a maximum water depth capacity of below 10,000 feet; • “1-4G” floaters comprise drillships and semi-submersibles delivered prior to 1998, irrespective of water depth. For the purpose of this Listing Document, the use of Generation segmentation is to broadly group top-tier, newer floaters, and lower-tier, older floaters separately. Generation segmentation is underpinned in part by periods characterised by comparatively high E&P Company demand for floater drilling rigs, which in turn trigger the construction of floater Newbuildings often with step-changes in technological specification. For the purpose of the discussion under “Offshore drilling market dynamics and outlook—Floater market”, sub-segments 7G floater and 6G floater are merged so as to provide a more uniform distribution across Generations.

Rig substitutability In general, rigs will be deployed in the operating areas for which they are designed. Therefore, jack-up rigs and floaters typically form separate segments as they are used for drilling programmes at different water depths. However, there are cases, in particular when there is overcapacity across all market segments, that rigs may ‘trade down’ and operate in areas for which they are over-specified. For example, floaters may in some cases operate in shallower waters as a substitute for jack-up rigs. Similarly, rigs designed for harsh environments may operate in benign areas. However, floaters may not always be able to substitute jack-up rigs due to the water being too shallow or for other reasons related to the production installation. For example, drilling over a fixed offshore installation (jackets), requires a bottom-supported rig (jack-up) and substitution by a floater is not an alternative.

Activity status of offshore drilling rigs Drilling rigs that have been delivered from the construction yard have four main activity states over their lifetime: (i) active, (ii) warm-stacked, (iii) cold-stacked, and (iv) retired. Newbuildings are put forward in bids for contracts and thus can form part of the “active” supply of rigs even before delivery (note that the delivery of Newbuildings often requires significant capital payments to the ship yard). Only active rigs generate revenue, while warm and cold-stacked rigs incur costs. Warm stacking is more costly because much of the crew is retained, enabling the rig to be reactivated quickly, and be available at short notice. Because the drilling crew is not on board a cold-stacked rig and power systems are turned off, cold stacking costs are substantially lower than that for warm stacking, but it takes longer time and costs are higher to reactivate a cold-stacked rig. In addition, cold-stacked rigs require a higher initial cost to preserve the rig for stacking relative to warm-stacked rigs.

96 Active Active rigs are rigs subject to contract and this is the only state in which a rig is generating revenue. Active rigs may be drilling, waiting on location, in transit, or in a mobilisation/demobilisation status.

Warm-stacked If a rig is expected to be idle for a short term period, the rig is typically maintained in a prepared or warm-stacked state (also called hot-stacked and ready-stacked). Warm-stacked rigs are not under contract but are available for prompt use with minor preparation. In a warm-stacked state, normal maintenance operations similar to those performed when the rig is active are conducted so the rig remains work ready, key members of the crew are retained, and the rig is actively marketed and considered part of marketable supply.

Cold-stacked If contractors do not expect a rig to be utilised in the near term, the rig may be cold-stacked to reduce operating costs. Cold-stacked rigs are frequently inactive for a period of several months to one or more years. To bring back a cold-stacked rig into operational condition, a crew must be rehired and a series of inspections, testing and reactivation procedures are required. Thus, unlike warm-stacked rigs, cold-stacked rigs may require significant time to be made available for drilling. Reactivation expenses vary widely depending on how long the rig has been out-of-service. Costs may be higher when significant overhauls are required to bring a rig back into service. Due to these high costs, rigs are often reactivated only after receiving a contract commitment, or when the rig is likely to win a contract. The cost of such reactivation is usually covered by the rig owner and not the charterer.

Retired A rig is removed from the fleet when it is sold for scrap or converted to another non-drilling use. Conversion to a mobile offshore production unit or an accommodation unit is the most common alternative use. For example, the Maersk Guardian jack-up drilling rig was converted into an accommodation unit in 2016.

Maintenance activity of offshore drilling rigs Over the course of a rig’s life cycle, significant maintenance is required to keep the asset up to specification and capable of safe, efficient, and reliable work. In addition to routine day-to-day maintenance, drilling rigs traditionally are subject to special periodical surveys (“SPS”) or class renewal survey every five years to maintain classification status. These surveys are extensive, involving examination of the rig’s hull, piping, cargo holds, tanks, and decks—with particular attention paid to corrosion. Surveys also typically require time in a dry-dock facility. Due to the extensive nature of the inspection, an SPS can take from 15 to 60 days, and cost approximately $15 to $20 million on jack-up rigs and $40 to $60 million on floater rigs, depending on the nature of the rig. Given the monetary cost and the opportunity cost of time spent not working, drilling contractors are exploring alternatives to the traditional SPS system. Two examples include performing maintenance on a rolling basis and using advanced ROVs to perform underwater inspections in lieu of dry-docking.

Offshore Drilling Market Structure and Characteristics Global rig fleet overview As seen in Figure 1.2, global offshore drilling spending increased significantly in the period from 2000 to 2014, though flattening in the period from 2008 to 2010 as oil prices declined during the financial crisis. As a result of this increased spending, as well as technical improvements, innovations, and new and stricter regulatory requirements, a large amount of Newbuildings were ordered from shipyards. Partly offset by rig attrition, the total number of rigs increased from 582 to 857 (47%) from 2000 to 2014. Jack-up rigs increased from 390 to 535 (37%), semi-submersibles increased from 155 to 205 (32%), and drillships increased from 37 to 117 (216%). Since 2014, significant attrition in the period from 2015 to 2018 has resulted in an overall decline in the global rig fleet.

97 Figure 2.1 illustrates the development in rig supply in the offshore drilling industry.

Figure 2.1: Supply of rigs by type, 2000 – 2018

No. of rigs 900

800

700

600

500

400

300

200

100

- 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Jack-up Semi-submersible Drillship

Note: Number of delivered rigs at year-end Source: IHS Petrodata

Total rig supply including Newbuildings by sub-segments For the purpose of this Listing Document, the global rig fleet is segmented according to key rig attributes as listed above under “Introduction to offshore contract drilling—Categories of offshore drilling rigs”:

Figure 2.2: Delivered and Newbuildings split by sub-segments

Supply in no. of rigs Segmentation 2: Supply in no. of rigs Supply in no. of rigs Segmentation 1: Segmentation 3: Name used in this Operating Rig type Certification and specification document Delivered Newbuilding environment Delivered Newbuilding Delivered Newbuilding Max Delivery AoC water depth year

Harsh AoC - - 19 0 Ultra harsh jack-up 46 16 environment Non-AoC - - 27 16 Harsh jack-up

- >= 350 ft >= 2005 174 59 Premium jack-up Jack-up 520 79 Benign - < 350 ft >= 2005 474 63 environment - >= 350 ft < 2005 300 4 Other jack-up

- < 350 ft < 2005

Harsh AoC - - 33 6 Ultra harsh floater 49 7 environment Non-AoC - - 16 1 Harsh floater

- DS: = 12,000 ft DS: >= 2010 16 10 7G floater - SS: = 12,000 ft SS: >= 2015

- DS: = 12,000 ft DS: 2006-09

- DS: = 10,000 ft DS: >= 2010 91 21 6G floater - SS: = 12,000 ft SS: 2005-14 Floater 244 42 Benign - SS: = 10,000 ft SS: >= 2015 195 35 environment - DS: = 10,000 ft DS: 1998-05

- DS: < 10,000 ft DS: >= 2006 52 4 5G floater - SS: = 10,000 ft SS: 1998-04

- SS: < 10,000 ft SS: >= 2005

- - DS: < 1998 36 0 1-4G floater - - SS: < 1998

Note: Drillship abbreviated to (“DS”) and semi-submersible rig abbreviated to (“SS”); excludes rigs used for purposes other than drilling (i.e., accommodation); includes Mærsk Giant (classified as an asset held for sale); includes E&P Company-owned rigs Source: Maersk Drilling Group, IHS Petrodata (data as of 31 December 2018)

98 The offshore drilling fleet as per 31 December 2018 according to the segmentation outlined in “Offshore drilling market dynamics and outlook—Offshore contract drilling in brief” is shown in Figure 2.2. The total number of jack-up rigs delivered is 520, of which 46 are suitable to work in harsh environments and 474 are built to work in benign environments. For the floater segment, out of a total delivered fleet of 244 floaters, 49 are built for harsh environment and the remaining 195 are built for benign waters. Out of the 46 delivered harsh-environment jack-up rigs, 19 are ultra harsh jack-up rigs (18 when excluding Mærsk Giant and 16 when also excluding two non-competitive, E&P Company-owned rigs (Equinor rigs)) and 27 are harsh jack-up rigs; of the 474 delivered benign jack-up rigs, 174 are premium jack-up rigs and 300 are other jack-up rigs. Jack-up Newbuildings total 79, of which the majority (59) are premium jack-up rigs; there are no ultra harsh jack-up Newbuildings, while there are 16 harsh jack-up and 4 other jack-up Newbuildings. Out of the 49 delivered harsh-environment floaters, 33 are ultra harsh floaters and 16 are harsh floaters; of the 195 delivered benign floaters, 16 are 7G, 91 are 6G, 52 are 5G and 36 are 1-4G. Floater Newbuildings total 42. Of these, 6 are ultra harsh floaters and 1 is a harsh floater; 35 floater Newbuildings are considered benign—10 are classified as 7G, 21 6G and 4 5G. As illustrated in Figure 2.3, which shows the current contracted rig count by region (split by floaters and jack-up rigs), offshore drilling contracting is a global industry with activity distributed across the world’s seas and oceans. The geographical location of the active jack-up drilling rig fleet is highest in the Middle East, Asia Pacific, and Europe (representing 241 rigs, more than 80% of the fleet contracted and drilling as of 31 December 2018). The geographical location of the active floater drilling rig fleet is highest in Central and South America, Europe, Asia Pacific, and North America (representing more than 75% of the fleet contracted and drilling as of 31 December 2018).

Figure 2.3: Active rig count by region and rig type

Europe Floaters: 20 rigs Jack-ups: 26 rigs Eurasia Floaters: 11 rigs Jack-ups: 8 rigs N America Floaters: 18 rigs Jack-ups: 12 rigs Middle East C & S America Floaters: 0 rigs Floaters: 21 rigs Jack-ups: 120 rigs Asia Pacific Jack-ups: 21 rigs Floaters: 19 rigs Jack-ups: 95 rigs

Africa Floaters: 14 rigs Jack-ups: 13 rigs

Note: Active refers to rigs contracted and drilling i.e., excludes contracted rigs waiting on location, in transit, or in mobilisation/ demobilisation Source: IHS Petrodata (data as of 31 December 2018)

Rig demand break-down by E&P Company Figure 2.4 below depicts the top 10 E&P Companies in terms of total jack-up rig demand for the period 2010 to 2018. Over this period, the top 5 E&P Companies which have contracted the largest number of jack-up rigs are NOCs: PEMEX (Mexico), Saudi Aramco, China National Offshore Oil Corporation, Oil and Natural Gas Corporation (India), and Adma-Opco (affiliated with ADNOC of Abu Dhabi).

99 Figure 2.4: Top 10 E&P Companies in demand for jack-up rigs, 2000 – 2018

Rig years 200

160

120

- 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

PEMEX ONGC Adma-Opco Chevron Shell Saudi Aramco CNOOC Total Maersk Oil Petrobel

Note: Maersk Oil was acquired by Total in March 2018 Source: IHS Petrodata Figure 2.5 below depicts the top 10 E&P Companies in terms of total floater rig demand for the period 2010 to 2018. While Petrobras—an NOC—is first in terms of demand for floaters, three Supermajors (Shell, BP, and Total) are amongst the top five E&P Companies, contrary to jack-up rigs.

Figure 2.5: Top 10 E&P Companies in demand for floaters, 2000 – 2018

Rig years 200

160

120

- 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Petrobras BP Total ExxonMobil Eni Shell Equinor ONGC Chevron PEMEX

Source: IHS Petrodata

Competition Both the jack-up and floater offshore contract drilling markets are highly-fragmented with numerous participants, ranging from large international rig contractors to smaller, locally-focused rig contractors. In a few cases rigs are owned by NOCs. The operations of the largest players are usually dispersed around the

100 globe due to the high mobility of most rigs. Although the cost of moving a rig from one region to another and/or the availability of rig-moving vessels may cause a short term imbalance between supply and demand in one region, significant variations between regions do not exist in the long-term due to rig mobility. The exception is the harsh environment market since non-harsh environment rigs are not capable of operating in these areas. According to IHS Petrodata (as of 31 December 2018), the global drilling rig fleet consisted of 244 and 520 floaters and jack-up rigs (excluding Newbuildings), respectively, and 153 contract drilling contractors that operate them, implying approximately 5 rigs per contractor on average. Most large international offshore drilling contractors, including the Maersk Drilling Group, have a mix of floaters and jack-up rigs, while a few contractors have specialised on only one rig type. This is shown in Figure 2.6.

Figure 2.6: Top 10 global drilling rig contractors by rig type

No. of rigs 60

- Ensco Transocean Seadrill Shelf Drilling Borr Drilling Rowan Noble Maersk Diamond Vantage Drilling Offshore Drilling Jack-up Floater

Note: Excludes Newbuildings and rigs used for purposes other than drilling (i.e., accommodation); excludes Mærsk Giant (classified as an asset held for sale); Seadrill includes Seadrill Partners and North Atlantic Drilling; merger between Ensco plc and Rowan Corporation is subject to approval from regulatory authorities and is expected to be completed during the first half of 2019 Source: IHS Petrodata (data as of 31 December 2018) Over the past couple of years, a wave of consolidation has taken place in the industry, including: (i) the acquisition of Atwood Oceanics by Ensco, (ii) the acquisition of Songa Offshore by Transocean, (iii) the acquisition of Paragon Offshore by Borr Drilling, (iv) the acquisition of Ocean Rig by Transocean, and (v) the pending merger between Rowan and Ensco. In addition to several acquisitions of rigs, there has been one major fleet acquisition, namely the acquisition of Transocean’s jack-up fleet by Borr Drilling. In the harsh jack-up segment, the Maersk Drilling Group is competing with Ensco and Rowan, as well as Noble, Seadrill and Borr Drilling. The Maersk Drilling Group is the largest overall operator of jack-up rigs suitable to operation in harsh environments, and the largest operator within the ultra harsh jack-up sub-segment, owning 8 out of 18 rigs in the market when excluding Mærsk Giant (currently classified as an asset held for sale) and 8 out of 16 when also excluding two non-competitive, E&P Company-owned rigs (Equinor rigs)).

101 Figure 2.7: Global harsh environment jack-up drilling rig contractors by sub-segment

No. of rigs 15

- Maersk Drilling Ensco Borr Drilling Rowan Noble Seadrill (North Atlantic Drilling) Ultra harsh jack-up Harsh jack-up

Note: Excludes Newbuildings and rigs used for purposes other than drilling (i.e., accommodation); excludes Mærsk Giant (currently classified as an asset held for sale); Seadrill includes North Atlantic Drilling; merger between Ensco plc and Rowan Corporation is subject to approval from regulatory authorities and is expected to be completed during the first half of 2019 Source: IHS Petrodata (data as of 31 December 2018) The ultra harsh jack-up market represents an attractive and protected niche of the global jack-up market for several reasons. First, there are high barriers to entry, and operating in these harsh environments requires special skills and the right equipment. In fact, Norway, with the AoC, is unique as the regulatory scheme is very different and more demanding than other markets, requiring additional skills and knowledge to operate there. Second, the stable political and fiscal regime in Norway supports a predictable business environment. Finally, project economics are improving due to highly experienced operators, the ability to leverage existing infrastructure, as well as standardisation and simplification of field designs. The Maersk Drilling Group has drilled 62% (a total of 415 wells) of all the wells drilled in Norway using a jack-up drilling rig in the period 1990 to 2018. Seadrill is the second largest contractor in the region measured by number of wells drilled by jack-up rigs with 22% of the wells (of a total of 147 wells) in the same period. Together, these two contractors have drilled 85% of the total number of wells drilled by jack-up rigs in Norway since 1990. This is shown in Figure 2.8

102 Figure 2.8: Wells drilled in Norway using jack-up rigs per drilling rig contractor, 1990 – 2018

No. of wells 450

400

350

300

250

200

150

100

- Maersk Drilling Seadrill Rowan

Development (non-HT/HPHT) Development (HT/HPHT) Exploration (non-HT/HPHT) Exploration (HT/HPHT)

Note: High Temperature abbreviated to (“HT”) and High Pressure High Temperature abbreviated to (“HTHP”); excludes drilling contractors that have drilled less than ten wells during the period 1990 – 2018; excludes wells drilled by contractors not specified (i.e., ‘unknown’); excludes wells drilled by E&P Companies (i.e., Equinor); Seadrill formerly refers to North Atlantic Drilling Source: Rystad Energy RigCube and Research and Analysis In the 7G and 6G floater sub-segments, the Maersk Drilling Group is competing with, among others, Transocean, Seadrill, Ensco, Noble, and Pacific Drilling.

Figure 2.9 : Top 10 global benign environment floater drilling rig contractors by sub-segment

No. of rigs 40

- Transocean Ensco Seadrill Diamond Noble Maersk Pacific Rowan Stena Sevan Offshore Drilling Drilling Drilling 6G+ floater 5G floater 1-4G floater

Note: Excludes Newbuildings and rigs used for purposes other than drilling (i.e., accommodation); ‘6G+ floater’ includes 6G floater and 7G floater; merger between Ensco plc and Rowan Corporation is subject to approval from regulatory authorities and is expected to be completed during the first half of 2019 Source: IHS Petrodata (as of 31 December 2018)

103 Suppliers There are a number of suppliers which offer services to either construct complete rigs on a turnkey basis, or vendors supplying drilling equipment or control systems to the builders of rigs.

Ship yards Yards that are capable of building rigs are mainly located in South East Asia (including China). The complexity of constructing a floating rig is vastly higher than constructing a jack-up rig, however the complexity is very different between the different types of floaters and between the different types of jack-up rigs, depending on the physical environment in which the rig is intended to operate (for example if the rig is meant to be capable of working in benign or harsh environments). Most rigs are built by shipyards in South Korea, Singapore, and China. The Singaporean yards Keppel FELS and Sembcorp, and the Korean yards Samsung, Daewoo and Hyundai are the largest builders of high-specification rigs, and in China CIMC Raffles has emerged as a qualified supplier of semi-submersibles.

Equipment manufacturers There is a large portion of standard equipment on-board a rig which is designed, engineered, manufactured and supplied by international vendors. The most critical parts of an offshore drilling rig, besides the rig structure itself, are the drilling equipment and the BOP. The production of this equipment is concentrated with a few manufactures like National Oilwell Varco and MH Wirth for the complete drilling rig packages, and Cameron (Schlumberger), Hydril, Schaffer for the BOP. In addition, there are a large number of suppliers of highly specialised equipment necessary to operate a drilling rig.

Technological development The industry is in constant development and new technologies are being introduced to improve efficiency and safety and reduce costs. In addition, in order to increase capabilities on drilling equipment, rigs are becoming increasingly digitalised (utilising real time data and big data) and integrated (systems and controls), both offshore and onshore, to drive and enhance drilling efficiencies and overall rig performance. These initiatives greatly vary in terms of set-up cost and the actual operational and spread costs savings. One consequence of the higher rig efficiency is that efficiency improvements will make each rig cover more demand; however, it also creates opportunities for the rig contractors to engage with customers in new ways and implement new remuneration schemes (for example, bonuses related to performance). The main technological changes to jack-up rigs are the size of the hull, leg length and drilling depth (into the ground). The latter requires more powerful drilling machines on-board the rig. The current pinnacle of jack-up technology is the GustoMSC CJ-70 design, of which the Maersk Drilling Group has six in its fleet. These rigs are the largest jack-up rigs in the global drilling fleet, with powerful drilling derricks and so-called XY-cantilevers with the longest reach in the industry, significantly increasing drilling efficiency. The CJ-70’s XY-cantilever system enables the entire cantilever to move in two directions instead of one—in a longitudinal direction and in a transverse direction over the width of the deck. As a result, the XY-cantilever has approximately twice the drilling envelope compared to a conventional cantilever that can only skid longitudinally. This means that the XY-cantilever can reach more well slots from the same location and with greater relative capacity. As a result, the jack-up needs to be moved less frequently, which reduces cost and non-productive time to the E&P Company. The CJ-70’s cantilever can also sustain much higher loads than other jack-up rigs when the cantilever is fully extended. Figure 2.10 contrasts the design of the Maersk Drilling Group’s CJ70-X150-MD against the design of its CJ50-X100-MC—a predecessor to the CJ-70—while Figure 2.11 contrasts their primary working locations in the North Sea.

104 Figure 2.10: Comparison of CJ-70 jack-up and CJ-50 jack-up

Source: Maersk Drilling Group

Figure 2.11: Comparison of North Sea primary working locations of CJ-70 jack-up and CJ-50 jack-up

Source: Maersk Drilling Group With regards to floaters, today’s 7G rigs are characterised by having capacities as inter alia 2.5 million pound hook-load, dual-activity capabilities, ability to carry two BOPs, and made ready to drill at 12,000 feet of water depth. Dual-activity capabilities are particularly important, as they enable a rig to carry out

105 stand-making—the joining of drill pipe—and other steps “off-line” while continuing to drill, thereby improving efficiency.

Offshore Drilling Market Dynamics and Outlook Offshore rig demand fundamentals Long-term energy and oil & gas demand and supply outlook Global primary energy demand and offshore oil and gas’ share thereof represents the overarching determinant of the demand for offshore drilling rigs. Figure 3.1 depicts global primary energy demand from 2000 to 2040 by fuel source according to the International Energy Agency’s (“IEA”) World Energy Outlook 2018. Under the IEA’s New Policies Scenario, which models both current and announced energy policies, global primary energy demand grows by over 25% between 2017 and 2040, or 1% on a per annum basis, driven by structural mega trends including population growth, urbanisation and economic growth.

Figure 3.1: Estimated global primary energy demand by fuel source under IEA’s New Policies Scenario, 2000 – 2040E

Billion tonnes of oil equivalent 20

1.0%

16 3.6 3.2 2.9 2.5 1.0 2.0 0.9 0.8 0.8 12 0.7 3.8 3.8 3.8 3.8 1.3 3.8 8 0.7 4.4 2.3 3.5 3.8 4.1 3.1 2.1 4

4.8 4.8 4.8 4.9 3.7 4.4

- 2000 2017E 2025E 2030E 2035E 2040E

Oil Gas Coal Nuclear Renewables CAGR

Note: Renewables include Hydro, Bioenergy and Other Renewables Source: IEA World Energy Outlook 2018 Over the same period, global demand for fossil fuels is expected to grow by 16%, or 0.7% on a per annum basis. As per Figure 3.1, the majority of this growth is attributed to oil and gas, as demand for these sources is expected to grow by 24%, or 0.9% per annum. While the IEA expects fossil fuels to remain central to the global energy system, fossil fuels exhibit a declining share of overall primary energy demand—from 81% in 2017 to 74% in 2040—as coal, and oil to a lesser degree, are expected to make room for other sources, including renewables. According to the IEA’s Offshore Energy Outlook 2018, offshore oil production accounted for approximately 29% of total oil production in 2016, while offshore gas production accounted for approximately 28% of total gas production in the same year. Looking ahead through to 2040 and under IEA’s New Policies Scenario, offshore oil production is expected to grow by approximately 7% to 29 million barrels per day (“mb/d”)—0.3% on a per annum basis—yet exhibit a declining overall share of total oil production. Contrary thereto, the IEA forecast offshore gas production to increase its share of overall gas production and at the same time exhibit strong growth of approximately 69% through to 2040, or approximately 2.2% per annum.

106 Figure 3.2: Estimated global oil and gas production under IEA’s New Policies Scenario, 2000 – 2040E

Million barrels of oil equivalent per day 120

0.4% 1.6% 100 30 29 28 28 28 28 80 27 25 21

25 18 60

11 40 70 71 72 73 58 62 65 51 54 50 45 20 32

- 2000 2016 2025E 2030E 2035E 2040E 2000 2016 2025E 2030E 2035E 2040E

Onshore oil Offshore oil CAGR Onshore gas Offshore gas CAGR

Note: Unit of natural gas production converted from billion cubic metres per year to million barrels of oil equivalent per day; the release of the IEA Offshore Energy Outlook 2018 (4 May 2018) predates the release of IEA World Energy Outlook (13 November 2018) and thus estimates for oil and gas production marginally differ between the two publications; production does not consider Refinery Gains Source: IEA Offshore Energy Outlook 2018

Oil prices The demand for offshore drilling rigs is a function of E&P spending, which in turn is a function of oil prices. Figure 3.3 shows the development in the price of Brent crude oil from 2010 until 13 February 2019.

Figure 3.3: Brent crude oil price, 1 January 2000 – 13 February 2019

USD/bbl 160

140

120

100

- 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Source: Thomson Reuters Datastream (data as of 13 February 2019) Brent traded between $85.82/bbl and $53.13/bbl in 2018, ending the year at $53.13/bbl. It averaged $71.69/bbl for the year, representing an increase of approximately 31% when compared to 2017.

107 Growth in global oil demand fueled this higher oil price. According to the IEA, global oil demand grew by 1.6 mb/d in 2017 and is thought to have grown by 1.3 mb/d in 2018 to reach 99.2 mb/d. In 2018, the United States (0.54 mb/d), China (0.44 mb/d), and India (0.21 mb/d) contributed 1.19 mb/d of the total. In parallel, constraints to oil supply growth including planned production cuts by OPEC, the political and economic crisis in Venezuela, outages in Libya, a force majeure in Nigeria and, later in the year, the imposition of U.S. sanctions against Iran, have also contributed to the higher oil price.

E&P Company cash flows and debt Oil prices have a direct impact on E&P Companies’ cash flow. Figure 3.4 depicts the aggregated cash flows for the top 25 listed E&P Companies by oil and gas production volumes for the period 2006 to 2020E. As shown, relatively higher oil prices have supported E&P Companies’ cash flow situation, driving cash flows from operations in excess of capital expenditures, dividends, and share buybacks in 2017. This trend is expected to continue through to 2020.

Figure 3.4: Aggregate cash flows for top 25 listed E&P Companies by production volumes, 2006 – 2020E

USDbn Estimates 450

400

350

300

250

200

150

100

- 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018(1)(2) 2019(2) 2020(2)

Capital expenditure Dividends and net retirement (issuance) of stock Cash flow from operations

Note: Sample comprises the top 25 listed E&P Companies by production volume in the five-year period 2013 – 2017 with production from offshore wells exceeding 30% of total production and financial items available in the fifteen-year period 2006 – 20E; excludes multi-industry conglomerates; dividends comprise cash dividends paid to common and preferred shareholders; retirement (issuance) of stock comprises the net of the issuance of common and preferred stock and the retirement of common and preferred stock; (1) 2018 financials are used if the E&P Company has reported for the year ended 31 December 2018 as of 13 February 2019, otherwise consensus estimates are used; (2) based on the statistical average of all consensus estimates captured in Thomson Reuters Eikon excluding consensus estimates for the retirement (issuance) of common and preferred stock Source: Thomson Reuters Eikon (data as of 13 February 2019) At the same time, E&P Companies have been able to service debt and deleverage balance sheets. With relatively higher oil prices, these E&P Companies have managed to substantially reduce their levels of net debt. As highlighted in Figure 3.5, the top 25 E&P Companies (production-based) have managed to reduce net debt levels by approximately 11% in 2017 when compared to the peak in 2016, while further reductions are expected through to 2020.

108 Figure 3.5: Net debt and net debt/EBITDA for top 25 listed E&P Companies by production volumes, 2006 – 2020E

USDbn Estimates 450 2.2x

2.0x 400 1.8x 350 1.6x 300 1.4x

250 1.2x

200 1.0x

0.8x 150 0.6x 100 0.4x 50 0.2x

- - 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018(1) 2019(2) 2020(2)

Net debt Net debt / EBITDA

Source: Thomson Reuters Eikon (data as of 13 February 2019)

Reserve replacement and project sanctioning E&P Companies’ reduced spending on the exploration and development of oil and gas resources since the decline in oil prices that began in the second half of 2014 has further supported their cash balances. However, this directly impacted the volumes of oil and gas resource discoveries negatively. As shown in Figure 3.6, discoveries of oil and gas resources in 2018 amounted to approximately 7.5 billion boe, significantly below their 2000 – 2018 average of approximately 39 billion boe.

109 Figure 3.6: Global volumes of oil and gas discoveries, 2000 – 2018

Billion barrels of oil equivalent 100

- 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Source: Rystad Energy UCube The low levels of oil and gas resource discoveries has negatively impacted E&P Companies’ run rate of 1P2 reserves3 as well as 1P reserve replacement ratios (“RRR”)4. Since 2009, the average RRR across all E&P Companies has decreased significantly (baring a marginal increase in 2011) and remains well below the level required to maintain 1P reserves given production levels (100%). In tandem, the average lifespan of proven 1P reserves has also steadily fallen. This is highlighted in Figure 3.7.

Figure 3.7: Aggregate run rate (lifespan) of 1P reserves (proven reserve) and average 1P reserve replacement ratio, 2000 – 2018

Years 18 180%

16 160%

14 140%

12 120%

10 100%

8 80%

6 60%

4 40%

2 20%

- - 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Run rate of 1P reserves (left) 1P reserve replacement ratio (right)

Source: Rystad Energy UCube

2 1P reserves are reserves estimated with reasonable certainty, from the analysis of geologic and engineering data, to be recoverable from well-established or known reservoirs with the existing equipment and under the existing operating conditions. A reserve is considered a proven reserve if it is probable that 90% or more of the resource is recoverable while being economically profitable. 3 The run rate of reserves expresses the duration of the reserves at the current level of production with assuming no future additions to reserves.

4 The reserve-replacement ratio is a metric used to judge the operating performance of an oil and gas exploration and production company. The reserve-replacement ratio measures the amount of proved reserves added to a company’s reserve base during the year relative to the amount of oil and gas produced.

110 In order to ensure their future production capacity, E&P Companies must sanction discovered resources. Figure 3.8 depicts the volumes of oil and gas resources sanctioned globally between 2000 and 2018 split into four apparent ‘sanctioning periods’, typically corresponding to E&P capital expenditure cycles as depicted in Figure 1.1. Figure 3.9 depicts the production profile of these sanctioning periods for the years 2000 to 2025.

Figure 3.8: Global volumes of oil and gas sanctioned for development, 2000 – 2018

Billion barrels of oil equivalent 120

100

- 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Source: Rystad Energy UCube As shown in Figure 3.9, the comparatively low levels of sanctioned volumes during the period 2015 to 2018 is not sufficient to surmount the natural decline in production capacity—absent future sanctioning activity—through to 2025 from resources sanctioned prior to 2015. In light of expected continued growth in oil and gas demand through to 2025, additional sanctioning may therefore reasonably be expected to occur in order to ensure future production capacity.

Figure 3.9: Estimated production profile of global volumes of oil and gas sanctioned for development, 2000 – 2025E

Million barrels of oil equivalent per day 180

160

140

120

100

- 2000 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 2025

Sanctioned prior to 2004 2004-08 2009-13 2014-18

Note: Excludes discovered to-be-sanctioned resources and yet-to-find resources Source: Rystad Energy UCube

111 Project economics (break-even levels) The comparative economics of primary oil supply segments are a key determinant in the demand for offshore drilling rigs. As highlighted in Figure 3.10, offshore developments have benefited significantly from improved project costs on a break-even level over the last four years. On average, this has occurred across in all primary offshore water depths as well as in tight parallel with other primary sources of oil.

Figure 3.10: Development of break-evens for principal sources of oil, 2014 – 2018

USD/bbl 90

- 2014 2015 2016 2017 2018

Other Onshore Shale/Tight oil Shallow water Midwater Deepwater

Source: Rystad Energy Research and Analysis Such improvements in offshore development costs have arisen as E&P Companies have optimised their business models, reducing project costs on a break-even level not only through supply chain pricing but also improvements in efficiency, standardisation, and design simplification. This is highlighted in Figure 3.11, which shows a reduction in deepwater break-even levels from $69/bbl in 2014 to $51/bbl in 2018 according to Rystad Energy. These hard-won efficiency gains are expected to be closely guarded by E&P Companies who are likely to be wary of a return to cost inflation. As part of their effort to ensure the economic viability of projects under a range of oil-price scenarios, E&P Companies are expected to continue to insist on vigilance on part of the drilling contractor as well as other oilfield service in minimising non-productive time and ensuring wells are delivered as efficiently and as reliably as possible. Furthermore, some E&P Companies are displaying appetite for integrated offerings on part of oil and gas service providers—for instance, drilling contractors in the exploration and development phase—as a means to further reduce waste and inefficiencies throughout the value chain, ultimately reducing project costs. Due to the focus on increasing efficiency and predictability, E&P Companies are increasingly exploring new commercial and operational models with drilling contractors as a means to align incentives and drive down total well cost. Examples of such are bundling and integrating more services into the drilling contract or offering performance incentives to drilling contractors, whereby efficient operations are rewarded with additional financial compensation—in effect sharing the cost savings resulting from a shorter campaign. With ongoing industry initiatives concerning supplier and E&P Company collaboration aiding further reductions in non-productive time and ensuring higher well efficiency, the Maersk Drilling Group estimates that there is potential for a further reduction of ~10 to 25% in deepwater break-even levels.

112 Figure 3.11: Development of deepwater break-even levels, 2014 – 2018

USD/bbl

12 -27%

~10-25%

40-45

Average Reduction in pricing Improvements from Average Supplier-E&P Potential average deepwater break- efficiency, deepwater break- Company deepwater break- even price - 2014 standardisation & even price - 2018 collaboration(1) even price design simplification

Source: Rystad Energy Research and Analysis; (1) Maersk Drilling Group This trend of falling break-even levels of offshore projects is also occurring in projects other than those in deepwater. Figure 3.12 provides four examples of offshore project break-even prices from three of the Maersk Drilling Group’s customers.

Figure 3.12: Select offshore break-even levels

USD/bbl

< 40 < 30 < 30 < 25

Pre-FID Norwegian Pre-FID shallow Pre-FID deepwater Pre-FID pre-salt shallow water projects water projects projects US GoM deepwater projects Brazil

Source: Public information provided by Eni, Equinor and Shell in the period 2016 – 2018 Figure 3.13 depicts the cumulative amount of discovered but undeveloped offshore resources on a worldwide basis that are expected to be sanctioned—attain final investment decision (“FID”)—between 2019 and 2025 split by break-even category according to Rystad Energy. As a result of the reduction in offshore projects costs, an aggregate amount of approximately 158 billion boe of offshore oil and gas is profitable to develop at oil prices of $60/bbl or above.

113 Figure 3.13: Global offshore oil and gas resources to be sanctioned in 2019 – 2025E by break-even category

Billion barrels of oil equivalent 98% 95% 32 92% 100% 87% 90% 28 81% 80% 24 64% 70% 20 53% 60%

16 50% 41% 40% 12 27% 30% 8 15% 20% 10% 4 10%

- - Below 25 25-30 30-35 35-40 40-45 45-50 50-55 55-60 60-65 65-70 70-75 Break-even in USD/bbl Discovered to-be-sanctioned (left) Cumulative % of total (right)

Source: Rystad Energy UCube

Medium-term offshore oil & gas outlook Driven by E&P Companies’ relatively robust cash flows, low rate of resource discoveries and project sanctioning, and set against the backdrop of relative cost compression of offshore projects, Rystad Energy expects offshore oil and gas to play vital role in meeting necessary additions to global oil and gas production in the medium-term. As highlighted in Figure 3.14, offshore oil and gas to meet approximately 30% of the necessary additions to 2025E global oil and gas production, compensating for field decline and higher demand.

Figure 3.14: Global oil and gas supply bridge, 2018 – 2025E

179 178 173 15

162

+46% 33

Production 2018 Decline in New onshore New onshore New offshore Supply potential Global demand Global demand producing fields conventional unconventional 2025 - Rystad 2025 - IEA 2025 - IEA Current Policies Current Policies New Policies

Note: New additions include under development, discovered to-be-sanctioned and yet-to-find volumes; for New onshore unconventional, shale/tight oil under development volumes are wells drilled but not yet completed and shale/tight oil discovered to-be-sanctioned volumes are wells discovered but not yet drilled; Supply potential 2025 includes Refinery Gains and other liquids comprising e.g., i) Biofuels and ii) Alcohols and are allocated to New onshore conventional; Supply potential 2025 excludes Unsold Gas that is injected and flared; global demand includes Biofuels Source: Rystad Energy Research and Analysis (data as of 13 February 2019), IEA World Energy Outlook 2018 Given the apparent need for additional offshore oil and gas, Rystad Energy expects the number of final investment decisions taken by E&P Companies on undeveloped offshore oil and gas projects to remain robust

114 in 2019 and 2020 with 49 and 59 projects comprising resources in excess of 30 million boe reaching FID, respectively.

Figure 3.15: Number of offshore oil and gas FIDs with >30 million boe, 2000 – 2020E

No. of FIDs Pre-FID Forecast 60

- 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

Shallow water Midwater Deepwater

Note: Ultra-deepwater considered herein as a subset of deepwater Source: Rystad Energy UCube As highlighted in Figure 3.16, Rystad Energy forecasts global offshore E&P spending to increase by approximately 9% in 2020 to approximately $222 billion, up from $205 billion in 2019 and $196 billion in 2018—the expected low point of the recent oil market downturn for offshore E&P spending. Such growth is broad-based across all three water depth categories.

Figure 3.16: Global offshore E&P spending by water depth, 2000 – 2020E

USDbn Forecast 400

350

300

250

200

150

100

- 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

Shallow water Midwater Deepwater

Note: Ultra-deepwater considered herein as a subset of deepwater Source: Rystad Energy DCube

115 Select focus on Norway According to Rystad Energy, oil and gas production from Norwegian offshore fields is set to continue rising in the medium term. In 2024, Rystad expects production to total approximately 4.66 million boe/day, outpacing the record level of around 4.56 million boe/day previously set in 2004. This is depicted in Figure 3.17.

Figure 3.17: Offshore production profile of volumes of oil and gas in Norway, 2000 – 2025E

Million barrels of oil equivalent per day 5.0

4.5

4.0

3.5

3.0

2.5

2.0

1.5

1.0

0.5

- 2000 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 2025

Abandoned Producing Under development Discovered to-be-sanctioned Yet-to-find

Source: Rystad Energy UCube As of 31 December 2018, production from sanctioned projects that are under development are expected to meet approximately 69% of the additional volume needed in the period 2019 to 2025, while 30% and 1% are expected to be met from volumes associated with discovered but to-be-sanctioned projects and volumes that are yet-to-be discovered, respectively. The 30% of production volumes that will come from discovered but to-be-sanctioned projects seem particularly economical. This is illustrated in Figure 3.18, which depicts the cumulative amount of discovered but undeveloped offshore resources in Norway that are expected to be sanctioned between 2019 and 2025 split by break-even category according to Rystad Energy. As shown, an aggregate amount of approximately 4.2 billion boe of offshore oil and gas is profitable to develop at oil prices of $60/bbl or above. While Norway is particularly demanding in terms of environmental conditions and regulatory framework, it is characterised by a stable political and fiscal region, supporting a largely predictable business environment. The ability to leverage existing infrastructure, as well as standardisation and simplification of field designs has also supported Norwegian project economics.

116 Figure 3.18: Norwegian offshore oil and gas resources to be sanctioned in 2019 – 2025E by break-even category

Billion barrels of oil equivalent 97% 1.25 93% 100% 89% 90% 90% 80% 1.00 74% 80%

64% 70%

0.75 54% 60%

44% 50%

0.50 40%

30% 19% 0.25 20%

4% 10%

- - Below 25 25-30 30-35 35-40 40-45 45-50 50-55 55-60 60-65 65-70 70-75 Break-even in USD/bbl Discovered to-be-sanctioned (left) Cumulative % of total (right)

Source: Rystad Energy UCube Rystad Energy expects robust sanctioning activity to underpin the favourable medium-term outlook for offshore Norwegian oil and gas production. As highlighted in Figure 3.19, offshore project sanctioning recovered strongly in 2017 and 2018 after a muted three years between 2014 and 2016, with 4 and 9 offshore projects with resources in excess of 30 million boe attained FID in 2017 and 2018, respectively. Looking ahead, a further 4 and 11 projects are expected to be sanctioned in 2019 and 2020, respectively.

Figure 3.19: Number of offshore oil and gas FIDs in Norway with >30 mmboe, 2000 – 2020E

No. of FIDs Pre-FID Forecast 12

- 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

Shallow water Midwater Deepwater

Note: Ultra-deepwater considered herein as a subset of deepwater Source: Rystad Energy UCube Offshore E&P spending in Norway is expected to increase by 7% in 2020 to approximately $24 billion, up from $22 billion in 2019 and $21 billion in 2018. While the majority of this incremental E&P spending is expected to be captured by midwater projects, spend on shallow water projects is expected to exhibit growth, albeit marginal.

117 Figure 3.20: Norway offshore E&P spending by water depth, 2000 – 2020E

USDbn Forecast 40

- 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

Shallow water Midwater Deepwater

Note: Ultra-deepwater considered herein as a subset of deepwater Source: Rystad Energy DCube

Jack-up market As described in the “Business” section of this Listing Document, Maersk Drilling Group’s jack-up operating segment comprises the ultra harsh and harsh environment jack-up rigs, which, in addition to underlying market fundamentals, are set out below.

Supply Development of supply Offshore drilling contractors’ ordering and subsequent construction and delivery of jack-up rigs tends to positively correlate with jack-up rig utilisation and day rate levels, the availability of capital, and market optimism for future drilling activity. After a period of subdued building activity in the early 2000s, construction of jack-up rigs accelerated in 2008; between 2008 and 2014, 177 jack-up Newbuildings were delivered to the market, propelling the global delivered jack-up fleet from 439 to 535 over the same period after adjusting for attrition. Since then, with the onset of the industry downturn in 2014, many drilling contractors elected to scrap older jack-up units; between 2014 and 2018, drilling contractors scrapped 85 jack-up rigs in total. According to IHS Petrodata, for the year ended 31 December 2018, the global jack-up drilling rig fleet (excluding Newbuildings) amounted to 520 rigs. This is depicted in Figure 3.21.

118 Figure 3.21: Development of jack-up supply, 2000 – 2018

Through-year adjustments to rig supply in no. of rigs 40

-20

-40

Year-end rig supply in no. of rigs 600

500

400

300

200

100

- 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Global jack-up supply Attrition Delivered Newbuildings

Note: Attrition includes accidents, conversion to non-drilling, scrapping, and other non-specified retirement Source: IHS Petrodata

Age distribution of supply It is expected that if the current level of E&P Company jack-up rig demand persists, many older rigs may struggle to find work. As previously mentioned, the cost of keeping rigs idle is significant, hence several contractors may decide to retire older rigs. According to IHS Petrodata, for the year ended 31 December 2018, 225 jack-up rigs—approximately 43% of the delivered fleet—are aged 30 or older.

119 Figure 3.22: Age Distribution of delivered jack-up supply

175

150

125

100

- 0-5 5-10 10-15 15-20 20-25 25-30 30-35 35-40 +40

Number of jack-up rigs per age interval

Source: IHS Petrodata (data as of 31 December 2018)

Order book As of 31 December 2018, there were 79 jack-up rigs on order, representing approximately 15% of the delivered fleet. As illustrated in Figure 3.23, 53 of these Newbuildings are scheduled for delivery in 2019 (67%), 22 in 2020 (28%), and 4 in 2021 (5%)—absent any changes to the delivery schedule. The construction of a significant number of these jack-up Newbuildings was ordered on a speculative basis—97% of the 70 jack-up Newbuildings do not have employment secured ahead of their delivery date—often by entities other than established drilling contractors. As a result, many of these rigs are informally classified as “stranded” units, and it is thought that they may never be delivered.

Figure 3.23: Jack-up order book by contract status and shipyard location

Contract status Shipyard location Total Contracted Uncontracted % Uncontracted Singapore China Other

Construction status Under construction 77 2 75 97% 18 55 4 On order 0 0 0 0 0 0 Planned 2 0 2 100% 0 0 2 Total 79 2 77 97% 18 55 6 % of Total 3% 97% 23% 70% 8% Scheduled delivery 2019 53 2 51 96% 11 40 2 2020 22 0 22 100% 7 13 2 2021 4 0 4 100% 0 2 2

Source: IHS Petrodata (data as of 31 December 2018)

Demand As a consequence of the 2014 to 2016 oil market downturn, the global demand for jack-up drilling rigs expressed in rig years fell by 29% from the peak of approximately 448 rig years in 2014 to a low of approximately 318 rig years in 2016, as E&P Companies opted to cancel and/or postpone drilling projects. Since then, activity levels in the jack-up market have begun to recover, albeit at a marginal pace. For the year ended 31 December 2018, E&P Companies demanded approximately 332 jack-up rig years, representing an increase of approximately 4%—the first year-on-year increase in rig demand since 2014. This is illustrated in Figure 3.24.

120 Figure 3.24: Jack-up demand, 2000 – 2018

Rig years 500

400

300

200

100

- 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Source: IHS Petrodata Similar to global jack-up rig demand, demand from E&P Companies for jack-up rigs in the North Sea increased in 2018 by approximately 5% when compared to 2017, totalling 32 rig years across the four primary North Sea regions. This increase was driven primarily by Norway—and, to a lesser extent, the Netherlands—as Norwegian rig demand totalled approximately 11 rig years in 2018, representing an increase of nearly 30% relative to 2017 and equalling demand levels previously seen as recent as 2014 just prior to the global oil market downturn. This highlights the relative robustness of the Norwegian jack-up sector vis-à-vis e.g., the United Kingdom and Denmark, whereby jack-up rig demand remained in 2018 significantly below pre-crises levels.

Figure 3.25: Demand for jack-up rigs in North Sea, 2000 – 2018

Rig years 50

- 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Norway UK Netherlands Denmark

Source: IHS Petrodata

Fixtures Figure 3.26 illustrates the development in fixture activity for jack-up rigs in terms of the number of awarded fixtures as well as the aggregate duration of awarded fixtures. Overall, levels of jack-up fixture activity have increased for two consecutive years through to 2018. According to IHS Petrodata, 220 new mutual jack-up fixtures were awarded in 2018, representing an increase of 27% relative to 2017 and 55% relative to 2016.

121 Furthermore, the aggregate duration of such fixtures rose to approximately 205 years in 2018, up 9% and 45% when compared to 2017 and 2016, respectively. The rise in the number of jack-up fixtures awarded is indicative of E&P Companies’ increasing interest in conducting shallow water drilling campaigns, while the rise in the aggregate duration of awarded fixtures may be interpreted as a sign that E&P Companies believe that day rates will rise in the future—and that it is preferable to sign units on for longer periods at current rates.

Figure 3.26: Count and aggregate duration of new mutual jack-up fixtures, 2000 – 2018

Rig years No. of fixtures 500 700

600 400

500

300 400

300 200

200

100 100

- 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Aggregate fixture duration in years (left) No. of fixtures (right)

Note: Considers all publicly-reported “new mutual” contracts as recorded in IHS Petrodata: a “new mutual” fixture is a new fixture of a standard contract where the rate has been mutually negotiated, based on the market at the time of the fixture, either following a tender or by direct negotiation between the parties involved Source: IHS Petrodata

Tenders The anticipated recovery in jack-up fixture activity has been supported by an increase in tendering activity, where, similar to fixture activity, both the number and aggregate duration of outstanding tenders and pre-tenders have increased since 2016 (Figure 3.27). Data on tender and pre-tender activity can be interpreted as a leading indicator of future fixtures.

Figure 3.27: Jack-up tendering and pre-tender activity, 2013 – 2018

Rig years No. of tenders 240 120

200 100

160 80

120 60

80 40

40 20

- - Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 2013 2013 2014 2014 2015 2015 2016 2016 2017 2017 2018 2018 Aggregate tender duration in years (left) No. of tenders (right)

Note: Considers tender and pre-tender only based on “Open Demand”; three-quarter moving average Source: IHS Petrodata

122 Utilisation As the demand for jack-up rigs improved and the supply of jack-up rigs tapered, global jack-up utilisation levels have risen year-over-year in 2018—albeit at a moderate pace. For the year ended 31 December 2018, total utilisation was approximately 63% for jack-up rigs, approximately 4% higher than the previous year. Marketed utilisation (i.e., excluding cold-stacked jack-up rigs) was approximately 73%. This is represented in Figure 3.28.

Figure 3.28: Total and marketed jack-up utilisation, 2000 – 2018

100%

80%

60%

40%

20%

- 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Total utilisation Marketed utilisation

Source: IHS Petrodata

Day rates Accompanying the modest improvement in utilisation is a marginal uptick in average day rates for jack-up fixtures. As shown in Figure 3.29, the average day rate for new mutual jack-up fixtures awarded in 2018 was $64,000 per day, approximately 2% higher than the previous year. This rate, however, remains significantly below the average pre-downturn fixture day rate of approximately $135,000 per day in 2013.

123 Figure 3.29: Average day rate of new mutual jack-up fixtures, 2000 – 2018

USDk per day 140

120

100

- 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Bifurcation of ultra harsh and harsh jack-up rigs Jack-up rigs with the capacity to operate in harsh environments typically obtain higher utilisation levels and earn higher day rates relative to jack-up rigs operating in benign environments. Given their specialised rig features, ultra harsh jack-up rigs and harsh jack-up rigs incur higher capital costs on part of the drilling contractor for the construction and subsequent delivery of these rigs; this is particularly the case for ultra harsh jack-up rigs, given the prerequisite to obtain the Norwegian AoC certification. Such investments may restrict the supply of rigs in these sub-segments, and thus may afford the drilling contractor premium day rates relative to rigs in benign-environment sub-segments. Figure 3.30 illustrates total utilisation for the four jack-up sub-segments during the period 2000 to 2018. As shown, the ultra harsh jack-up sub-segment—and, to a lesser extent, the harsh jack-up sub-segment—is typically utilised at higher levels on average relative to the other jack-up sub-segments.

Figure 3.30: Total utilisation by jack-up sub-segment, 2000 – 2018

100%

90%

80%

70%

60%

- 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Ultra harsh jack-up Harsh jack-up Premium jack-up Other jack-up

Source: IHS Petrodata

124 Figure 3.31 illustrates the average new mutual fixture day rate on a yearly basis for the four jack-up sub-segments during the period 2000 to 2018. Similar total utilisation, new mutual contracts awarded to rigs operating in the ultra harsh and harsh jack-up sub-segments are fixed on average at higher day rates relative to benign-environment sub-segments.

Figure 3.31: Average day rate of new mutual jack-up fixtures by sub-segment, 2000 – 2018

USDk per day 400

350

300

250

200

150

100

- 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Ultra harsh jack-up Harsh jack-up Premium jack-up Other jack-up

Note: Considers all publicly-reported fixture rates for “new mutual” contracts as recorded in IHS Petrodata: a “new mutual” fixture is a new fixture of a standard contract where the rate has been mutually negotiated, based on the market at the time of the fixture, either following a tender or by direct negotiation between the parties involved; ultra harsh jack-up interpolated in light of insufficient data in 2008, 2009, 2013, 2014, and 2017 Source: IHS Petrodata Figure 3.32 depicts the forward contract coverage of the 18 ultra harsh jack-up rigs (excluding Mærsk Giant). The figure highlights differences within the sub-segment. As shown, CJ-70 jack-up rigs are in a comparatively favourable position in terms of contract coverage relative to other ultra harsh jack-up rigs (e.g., the Keppel FELS KFELS N Class and the CJ-62 to a lesser degree).

Figure 3.32: Ultra harsh jack-up fleet status as of 13 February 2019, 2019 – 2020

2019 2020 Rig Rig Design Status Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Askeladden GustoMSC CJ70-X150A Active in Norway Askepott GustoMSC CJ70-X150A Active in Norway Maersk Gallant MSC CJ62-S120 Warm stacked in UK Maersk Innovator MSC CJ70-X150A Active in UK Maersk Inspirer MSC CJ70-X150A Active in Norway Maersk Integrator GustoMSC CJ70-X150A Active in Norway Maersk Interceptor GustoMSC CJ70-X150MD Active in Norway Maersk Intrepid GustoMSC CJ70-X150MD Active in Norway Maersk Invincible GustoMSC CJ70-X150A Active in Norway Maersk Reacher MSC CJ50-X100MC Active in Norway Noble Lloyd Noble GustoMSC CJ70-X150-ST Active in UK Rowan Gorilla VI LeTourneau 219-C Super Gorilla Class Active in Trinidad and Tobago Rowan Norway Keppel FELS KFELS N Class Active in Turkey Rowan Stavanger Keppel FELS KFELS N Class Active in Norway Rowan Viking Keppel FELS KFELS N Class Warm stacked in UK West Elara GustoMSC CJ70-X150A Active in Norway West Epsilon MSC CJ62-S120 Cold stacked in Norway West Linus GustoMSC CJ70-X150A Active in Norway

Active Option

Note: Mærsk Inspirer is undergoing production-module modifications until contract start in Q4 2019; excludes Mærsk Giant (currently classified as an asset held for sale) Source: IHS Petrodata (data as of 13 February 2019)

Floater market As described in the “Business” section of this Listing Document, Maersk Drilling Group’s floater operating segment comprises the 7G and 6G floater rigs, which, in addition to underlying market fundamentals, are set out below.

125 Supply Development of supply Similar to the jack-up market, floater Newbuilding activity typically positively correlates with floater rig utilisation and day rate levels, the availability of capital, and market optimism for future activity. After a period of relative muted building activity from 2000 to 2007 which saw the delivery of 37 floaters, the delivery of floater Newbuildings accelerated in 2008 coinciding with increased E&P Company interest in deepwater prospects. Between 2008 and 2014, 141 floater Newbuildings were delivered to the market—60 semi-submersibles and 81 drillships—and the global floater fleet swelled from 212 to 322 over the same period. Since 2014, many drilling contractors have elected to scrap older floater rigs; between 2014 and 2018, contractors scrapped 119 floater rigs altogether—95 semi-submersible rigs and 24 drillships. According to IHS Petrodata, for the year ended 31 December 2018, the global floater drilling rig fleet (excluding Newbuildings) totalled 244 rigs. This is depicted in Figure 3.33.

Figure 3.33: Development of floater supply, 2000 – 2018

Through-year adjustments to rig supply in no. of rigs 40

-20

-40

Year-end rig supply in no. of rigs 400

300

200

100

- 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Global floater supply Attrition Delivered Newbuildings

Source: IHS Petrodata

126 Age distribution of supply Similar to jack-up rigs but to a lesser extent, should the current level of midwater and deepwater E&P Company rig demand persist, it is expected that many older rigs will struggle to find work, and therefore may remain idle or be retired from the fleet. According to IHS Petrodata, for the year ended 31 December 2018, 56 floaters—approximately 23% of the delivered fleet—are aged 30 or older.

Figure 3.34: Age distribution of delivered floater supply

125

100

- 0-5 5-10 10-15 15-20 20-25 25-30 30-35 35-40 +40

Number of floaters per age interval

Source: IHS Petrodata (data as of 31 December 2018)

Order book As of 31 December 2018, 42 Newbuildings comprised the floater order book—28 drillships and 14 semi-submersibles. The order book represents approximately 17% of the delivered floater fleet. Several of Newbuildings were ordered with back-ended payment terms and without payment guarantees. Some buyers have defaulted on those Newbuildings that did have payment guarantees, and as the order prices are significantly above the current market value of equivalent delivered rigs, and several rigs require material capital expenditure to be ready to drill, the construction of a number of these Newbuildings has been delayed, and several more are expected to be delayed. Furthermore, 10 drillships and four semi-submersible rigs were part of the large number of Newbuildings ordered by Brazilian contractor Sete Brasil for employment with Petrobras. Sete Brasil was created in 2010 to build, own, and operate a fleet of ultra-deepwater drillships and semi-submersibles to develop the Petrobras-operated pre-salt oil fields off Brazil’s Atlantic coast. Sete Brasil failed to obtain the funds needed to pay for the rigs it had ordered from Sembcorp Marine and Keppel, while Petrobras also refused to commit to the contracts underpinning these Newbuildings. As of 31 December 2018, the construction of a number of these rigs remains stalled. Figure 3.35 provides an overview of the floater order book.

Figure 3.35: Floater order book by contract status and shipyard location

Contract status Shipyard location Total Contracted Uncontracted % Uncontracted Brazil Singapore South Korea China

Construction status Under construction 41 3 38 93% 14 5 14 8 On order 1 0 1 100% 0 0 0 1 Planned 0 0 0 0 0 0 0 Total 42 3 39 93% 14 5 14 9 % of Total 7% 93% 33% 12% 33% 21% Scheduled delivery 2019 22 2 20 91% 4 2 10 6 2020 11 0 11 100% 6 1 2 2 2021 9 1 8 89% 4 2 2 1

Source: IHS Petrodata (data as of 31 December 2018)

127 Demand Contrary to the moderate increase in demand for jack-up rigs in 2018 compared to 2017, the demand for floaters has stabilised but not begun to recover. The demand for 2018 indicates the floater market reaching approximately 150 rig years. Figure 3.36 depicts the demand for floating rigs in terms of contracted rig years.

Figure 3.36: Floater demand, 2000 – 2018

Rig years 300

250

200

150

100

- 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Source: IHS Petrodata

Fixtures Figure 3.37 illustrates the development in fixture activity for floater rigs in terms of the number of awarded fixtures as well as the aggregate duration of awarded fixtures. Similar to jack-up rigs, fixture activity has been increasing in 2017 and 2018 when compared against the two-year period of 2015 – 2016. According to IHS Petrodata, 115 new mutual floater fixtures were awarded in 2018, representing an increase of approximately 13% relative to 2017 and an ~83% increase relative to 2016. The aggregate duration of these fixtures paints a more nuanced picture, rising initially in 2017 to approximately 63 years—45% when compared to 2016—before falling slightly in 2018 to 60 years.

128 Figure 3.37: Count and aggregate duration of new mutual floater fixtures, 2000 – 2018

Rig years No. of fixtures 400 300

300

200

100

- 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Aggregate fixture duration in years (left) No. of fixtures (right)

Source: IHS Petrodata

Tenders The increase in the number of new mutual floater fixtures is a result of the increase in the number of tenders and pre-tenders put forth by E&P Companies. The aggregate duration that these tenders and pre-tenders represent has also marginally increased. This is shown in Figure 3.38.

Figure 3.38: Floater tendering, 2013 – 2018

Rig years No. of tenders 200 100

160 80

120 60

80 40

40 20

- - Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 2013 2013 2014 2014 2015 2015 2016 2016 2017 2017 2018 2018 Aggregate tender duration in years (left) No. of tenders (right)

Note: Considers tender and pre-tender only based on “Open Demand”; three-quarter moving average Source: IHS Petrodata

129 Utilisation For the year ended 31 December 2018, total utilisation for floaters was approximately 58%. This compares to approximately 54% in 2017. When compared to jack-up utilisation levels—where the marginal increase in total utilisation in 2018 was driven more-so by increasing rig demand vis-à-vis decreasing rig supply—the increase in total utilisation for floaters comes by way of significant tapering of rig supply (shown in Figure 3.32). Marketed utilisation (i.e., excluding cold-stacked floater rigs) was approximately 74%; the ~16% differential (between total and marketed utilisation) set against the ~10% differential for jack-up rigs highlights that a higher proportion of the delivered floater fleet is cold-stacked relative to the delivered jack-up fleet. Figure 3.39 shows the total utilisation and marketed utilisation for the global floater fleet from 2000 to year-end 2018.

Figure 3.39: Total and marketed floater utilisation, 2000 – 2018

100%

80%

60%

40%

20%

- 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Total utilisation Marketed utilisation

Source: IHS Petrodata

Day rates Figure 3.40 illustrates a moderate improvement in average day rates for floater fixtures. As shown, the average day rate for new mutual floater fixtures awarded in 2018 was $206,000 per day, approximately 16% higher than in 2017. Similar to jack-up rigs, this rate, however, remains significantly below the average pre-downturn fixture day rate of approximately $426,000 per day in 2013.

130 Figure 3.40: Average day rate of new mutual floater fixtures, 2000 – 2018

USDk per day 500

400

300

200

100

- 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Bifurcation of 6G+ floaters Floater drilling rigs with modern features typically command higher day rates compared to earlier designs. Due to their specialised features these rigs offer enhanced safety, reliability, and efficiency in drilling campaigns for E&P Companies. As a result, E&P Companies typically often prefer these modern floater rigs relative to older, less capable Floaters. Figure 3.41 below illustrates the difference in total utilisation for the floater sub-segments during the period 2000 to 2018. As shown, 6G and 7G floaters (represented as 6G+) are typically utilised at higher levels rather to other floater sub-segments.

Figure 3.41: Total utilisation by floater sub-segment, 2000 – 2018

100%

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70%

60%

50%

40%

- 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Ultra harsh floater Harsh floater 6G+ floater 5G floater 1-4G floater

Source: IHS Petrodata

131 Furthermore, modern floaters typically earn a premium day rate compared to less modern units. This dynamic is particularly pronounced for the most modern floater rigs—those in the 6th and 7th generations—and is depicted in Figure 3.42.

Figure 3.42: Average day rate of new mutual floater fixtures by sub-segment, 2000 – 2018

USDk per day 700

600

500

400

300

200

100

- 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Ultra harsh floater Harsh floater 6G+ floater 5G floater 1-4G floater

Source: IHS Petrodata

132 BUSINESS Overview The Maersk Drilling Group was established in 1972 as part of the Maersk Group and is incorporated in Denmark with its headquarters located in Lyngby, Denmark. The Maersk Drilling Group is part of the global offshore contract drilling industry providing offshore drilling services to E&P Companies in support of their (upstream) exploration and development activities. The value proposition of the Maersk Drilling Group revolves around the delivery of safe, efficient, and reliable drilling services, primarily in harsh and deepwater environments; its business model is built upon multiple mutually-reinforcing components summarised as advanced technology, operational excellence, and customer-centricity. This has been developed over decades of working towards a vision of driving improved economics for customers. As of 15 February 2019, the Maersk Drilling Group’s fleet comprises 23 rigs in two different operating segments (each segment is reported separately): • Jack-up rigs. Of the 15 jack-up rigs, the Maersk Drilling Group operates: (i) eight ultra harsh environment jack-up drilling rigs—five are operating and one is preparing for contract in the Norwegian part of the North Sea, one is operating and one is warm-stacked in the UK part of the North Sea; (ii) four harsh environment jack-up rigs, of which two are operating in the Dutch part of the North Sea, one is operating and one is preparing for contract in the UK part of the North Sea; (iii) two premium jack-up rigs, of which one is operating in Brunei and one is cold-stacked in Singapore; and (iv) one accommodation jack-up rig operating in the Danish part of the North Sea. • Floaters. Of the eight floaters, the Maersk Drilling Group operates: (i) four drillships, of which three are operating offshore in Ghana and one is warm-stacked in the Gulf of Mexico; and (ii) four semi-submersible rigs, of which one is operating in Egypt, one is operating in the Caspian Sea, one is preparing for contract in Timor-Leste and one is warm-stacked in Trinidad and Tobago. In addition, one jack-up rig (Mærsk Giant) is currently held-for-sale and cold stacked in Denmark ahead of disposal, with the sale expected to be completed during 2019. For the year ended 31 December 2018, jack-up rigs accounted for approximately 63% of total Maersk Drilling Group revenue and floaters accounted for 37% of total Maersk Drilling Group revenue.

History The origins of the Maersk Drilling Group can be traced to the Danish Underground Consortium (“DUC”), established in 1962 among Maersk, Shell, and Gulf to exploit the resources in a defined area of the Danish part of the North Sea. By 1972, DUC produced first oil in the Danish part of the North Sea, and later that year, the Maersk Storm Drilling Company was established in a joint venture with Dearborn-Storm Drilling Company and underpinned by two semi-submersibles named Zephyr I and Zephyr II. These rigs were owned by the Maersk Drilling Group but operated by Storm Drilling. The following provides an overview of some of the Maersk Drilling Group’s key periods and corresponding milestones since its inception:

1972 to 1989: Inception, building of capabilities, entrance into Egypt and shallow water fleet expansion The Maersk Drilling Group established the Atlantic Pacific Marine Corporation (“APMC”) in the United States that would serve as a basis for building knowledge concerning drilling technology including the training of the Maersk Drilling Group employees in the U.S. state of Louisiana. This further led to the construction of the jack-up Maersk Explorer, delivered in 1975 as the then world’s largest jack-up rig. Following the ordering of Maersk Explorer, the Maersk Drilling Group continued with a further ordering of five new drilling rigs of a variety of types including two jack-up rigs, a semi-submersible floater, a drilling tender and a so-called self-contained platform rig. While these units were being built the Maersk Drilling Group established its head office and operations centre in Copenhagen while APMC continued as a U.S.-based drilling company and further acted as a training centre for the crews on the new rigs. In 1976, the Maersk Group established a 50-50 joint venture with the Egyptian General Petroleum Corporation to create the EDC. Following its inception, the joint venture remained operational for more than 40 years until December 2017, when the Maersk Group sold its 50% shareholding in EDC to the Egyptian General Petroleum Corporation. The Maersk Group’s share in EDC has therefore not been transferred to the Maersk Drilling Group and thus not included in the Consolidated Financial Statements included in this Listing Document.

133 Between 1978 and 1986, the Maersk Drilling Group completed a second extensive Newbuilding programme. During this time, Mærsk Giant and Maersk Guardian, were built for operation in harsh environments and waters as deep as 394 feet in the North Sea.

1990 to 2004: Founding of Norwegian market, entrance into Venezuela and shallow water fleet expansion In 1990, the Maersk Drilling Group pioneered the foundation of the market for jack-up drilling in Norway, with Maersk Guardian working for Philips Petroleum Company. This marked the beginning of a new era for the Norwegian market, which until then was explored and developed primarily by semi-submersible rigs and platform rigs. Bringing jack-up rigs into the market proved the ideal solution for many oil and gas projects in the region, in terms of both mobility and cost-effectiveness. In 1993, the Maersk Drilling Group expanded its geographic footprint to begin drilling operations in Venezuela for Petróleos de Venezuela, S.A. (PdVSA). The activities, registered in the company Maritime Contractors Venezuela S.A. (MCVSA), comprised the ownership and operation of ten cantilevered offshore drilling barges on Lake Maracaibo. The barge business was divested in 2014. In 1996, the Mærsk Giant worked as both a drilling rig and a production unit for the Norwegian Yme field, an innovative technique that the Maersk Drilling Group repeated with other rigs in the years to follow. The divestment of Mærsk Giant was announced in November 2018 and the transaction is expected to close during 2019. The Mærsk Giant has been classified as an asset held-for-sale and not included in the description of the Maersk Drilling Group’s fleet in the Listing Document. Between 1993 and 2004, an additional three jack-up rigs and one floater rig were ordered and subsequently delivered, starting with the delivery of the jack-up Mærsk Gallant in 1993. The jack-up rigs Mærsk Innovator and Mærsk Inspirer were delivered in 2003 and 2004, respectively, and the semi-submersible Maersk Explorer was delivered in 2003. The Maersk Explorer was constructed in Baku, Azerbaijan for operation in the Caspian Sea and represented an expansion of the Maersk Drilling Group’s operations in the floater market.

2005 to 2018: Entrance into deepwater and introduction of Service Delivery Model Between 2007 and 2009, the Maersk Drilling Group further reinforced its position in the jack-up segment with addition of six jack-up rigs, four of which were built for operation in harsh environments in the North Sea. Starting in 2007, the Maersk Drilling Group bolstered its capabilities for midwater drilling through the management of two semi-submersible rigs on behalf of China Oilfield Services (COSL); operations were primarily conducted offshore Australia and New Zealand on behalf of independent E&P Companies. The Maersk Drilling Group entered the deepwater market in 2008 with the delivery of Mærsk Developer, the first in a series of three 6G semi-submersibles rigs; Maersk Discoverer and Mærsk Deliverer were subsequently delivered in 2009 and 2010, respectively. With these semi-submersible rigs, the Maersk Drilling Group had the ability to serve E&P Companies in all benign-environment midwater and deepwater regions worldwide. In 2009, the Maersk Drilling Group developed a Service Delivery Model to engage with its customers and ensure it consistently contributes to the safe, efficient and reliable drilling of wells, taking proactive and planned actions that go beyond typical industry standards. Leveraging its newfound capabilities in deepwater drilling, the Maersk Drilling Group ordered four Newbuilding 7G drillships in 2011: Maersk Valiant, Maersk Venturer, and Maersk Viking (all delivered in 2014) and Maersk Voyager (delivered in 2015). In 2015, to cater for the significant expansion in its organisation, the Maersk Drilling Group relocated to a new domicile in Lyngby, Denmark. Ordered in 2011, 2012 and 2013, four Newbuilding XL Enhanced (“XLE”) jack-up rigs were delivered in the period from 2014 to 2017: Maersk Intrepid, Maersk Interceptor, Maersk Integrator, and Maersk Invincible. The XLE rigs incorporate enhanced features to improve efficiency, safety and logistics on board, and are capable of year-round operations in all parts of the North Sea.

134 In May 2016, the Maersk Drilling Group acquired the Newbuilding Maersk Highlander, a North Sea jack-up rig, for $191 million; upon delivery in the third quarter of 2016, the rig commenced a five-year contract with Maersk Oil (now owned by Total).

2017 to 2018: Alliances In November 2017, the Maersk Drilling Group entered into a five-year alliance agreement with Aker BP and Halliburton with the view to increase collaboration efficiency and enable standardisation and simplification of processes, ultimately shortening the lead time from discovery to first oil. In December 2018, the Maersk Drilling Group entered into an alliance with Seapulse, under which the Maersk Drilling Group will provide a suite of fully integrated drilling services for a global offshore oil & gas exploration drilling programme. Such alliance agreements are unique to the industry, and are primary examples of the Maersk Drilling Group’s continued dedication toward exploring innovative new business models with customers and partners within the offshore drilling industry.

Competitive Strengths The Maersk Drilling Group believes that the following strengths constitute the main elements of its competitive advantage:

Strongly positioned with a modern fleet in attractive market segments Management believes that the Maersk Drilling Group is strongly positioned in market segments characterised by having the relatively most attractive structural features, such as high barriers to entry, as well as positive growth trajectories, and which have exhibited above-average rig utilisation and day rate levels over the course of historical cycles compared with other more commoditised segments. In the ultra harsh and overall harsh environment jack-up sub-segments, the Management estimates that the Maersk Drilling Group holds a 50% and a 27% market share, respectively. The Maersk Drilling Group is a market leader for ultra harsh sub-segment—characterised with AoC compliance to operate in Norway—as well as a leader for the combined harsh environment market. See “Industry—Certification schemes and regional requirements—North Sea (UK Continental Shelf and Norwegian Continental Shelf)” for a description of AoC compliance. The North Sea represents an attractive niche of the global market for the Maersk Drilling Group with high barriers to entry. As described in the “Industry” section of this Listing Document, the harsh and ultra harsh sub-segments are characterised by day rates and utilisation levels that are higher than those which are received by benign-environment rigs. There are high barriers to entry—Norway is particularly demanding in terms of environmental conditions and regulatory frameworks, requiring additional skills and knowledge to operate there. Norway is also characterised by a stable political and fiscal regime, supporting a largely predictable business environment. Finally, project economics are improving due to experiencce, the ability to leverage existing infrastructure, as well as standardisation and simplification of field designs. All these factors have historically created high demand for the Maersk Drilling Group’s ultra harsh and harsh jack-up rigs. In Norway, the Maersk Drilling Group is in the Management’s view the most experienced jack-up driller with over 400 wells drilled since 1990, when the Maersk Drilling Group entered Norway. Since then, the Maersk Drilling Group has built a strong presence and brand among E&P Companies and other stakeholders in Norway. The Maersk Drilling Group believes these factors have been essential in maintaining and enhancing its positon in Norway, most recently with the delivery of four Newbuilding jack-up rigs in the period 2014 to 2016 commencing long-term contracts. Based on its operating model and market leading position in the North Sea, the Maersk Drilling Group has built a modern floater fleet which can be deployed globally. In the floater market, the Maersk Drilling Group has approximately 15 years of operational experience and plays in the high-capability 7G floater and 6G floater sub-segments. These sub-segments cater for deep and complex offshore drilling. As outlined in the “Industry” section, these sub-segments are characterised by day rates and utilisation that are generally higher than those for other benign-environment floaters. The Maersk Drilling Group is considered well-positioned to benefit from a recovery in the market with long-term potential supported by its experience, modern and highly capable fleet, and strong customer relationships.

135 Differentiated services, long-term customer relations and partnerships Drawing on its more than 40 years of experience, with focus on technology, operational excellence, and customer-centricity, the Maersk Drilling Group believes that it has developed a differentiated value proposition offering safe, realiable, and efficient drilling services. Over the past six years (2013 – 2018), the Maersk Drilling Group’s financial uptime has been consistently high at an average of 98.8%. Such high uptime is an imperative requirement on part of the Maersk Drilling Group’s customers as even marginal rig related non-productive time during a drilling programme may adversely impact the overall execution of the drilling programme, and will in many cases bring about delays and ultimately higher costs for the E&P Company. In addition to uptime, a number of factors define operational performance, including, but not limited to, invisible lost time and safety. The Maersk Drilling Group’s sound operational performance has translated into high customer satisfaction. In 2018, the Maersk Drilling Group recorded a customer satisfaction score of 6.6—on a scale from 1 to 7—reflecting its customers’ appreciation for the services provided. Input on satisfaction is collected via full-day quarterly evaluation meetings with each customer (per rig), addressing HSE performance, operational performance, crew skills, and impact on overall well performance, amongst other parameters. With a modern fleet of rigs operating in attractive market segments at a robust level of operational performance, the Maersk Drilling Group has developed long-lasting relationships with several of its customers, including Aker BP, BP, Equinor, and Total. See Figure 1.1 and “—Commercial” for details.

Figure 1.1: High and consistent performance and customer satisfaction

Annual Financial Uptime(1) Customer Satisfaction score, scale 1-7

98.6% 98.6% 99.3% 98.5% 99.1% Scale 1 – 7(2) 6.6 6.4 6.2 6.3 6.3 6.0

2014 2015 2016 2017 2018(2) 2013 2014 2015 2016 2017 2018

Note: (1) Financial Uptime defined as days on rate as a percent of total days; (2) Customer Satisfaction score based on post-project customer evaluation material and measured on a scale of 1 to 7

Source: The Maersk Drilling Group The Maersk Drilling Group is further enhancing its relationships with customers via business model and technological innovation with customers and partners. As described in the “Industry” section, the process of delivering a well safely, on time, and within budget is imperative for E&P Companies. As a means to reduce waste and increase predictability for its customers, the Maersk Drilling Group pursues partnerships with other oilfield service providers in order to exploit new technologies, e.g. condition-based maintenance; new services and business models with E&P Companies, e.g. the alliance agreements with Aker BP and Seapulse; and entrance into under-served markets, e.g. the market for decommissioning with the Maersk Decom joint venture. See “—Strategy” and “—Commercial” for additional details.

136 Industry leading profitability and strong cash flow generation Maersk Drilling Group’s positioning in attractive segments, combined with its high-quality assets and approach to serving customers with industry-leading operational performance, has driven its strong financial results—on a relative basis compared to competitors—with industry-leading performance measured by select key metrics, including: (i) EBITDA margin, where the Maersk Drilling Group for the period from 2015 to Q3 2018 delivered an average quarterly EBITDA margin (non-IFRS) of 51.5% and (ii) average financial uptime, where Maersk Drilling Group for the same period had an industry-leading average quarterly uptime. The Maersk Drilling Group considers its peer group to include Diamond Offshore, Ensco, Noble, Seadrill, Rowan, Odfjell Drilling and Transocean. The merger between Ensco plc and Rowan Corporation is subject to approval from regulatory authorities and is expected to be completed during the first half of 2019.

Figure 1.2: Industry-leading EBITDA margin (non-IFRS) and operational performance

Average quarterly EBITDA margin comparison (2014 – Q3 2018) Average quarterly uptime comparison (2014 – Q3 2018)

98.8% 98.6% 51.0% 49.0% 47.0% 97.6% 43.0% 97.3% 41.0% 40.0% 96.5% 96.0%

30.0% 95.1% l l l e n o n d l n n o e d l l e c a a n e c j a a n b j b f s f o e s e o w o w o d n c d n c o m o N m o N E O o E O a R a s R i s i n n D D a a r r T T

Note: Financial uptime as reported, except for Diamond, Ensco, and Noble where operational uptime has been used. For Noble and Odfjell, data only goes back to Q1 2016; merger between Ensco plc and Rowan Corporation is subject to approval from regulatory authorities and is expected to be completed during the first half of 2019; Seadrill has been excluded from the analysis due to lack of data. Source: The Maersk Drilling Group, Company reports While delivering high operational performance, the Maersk Drilling Group has also managed to run well-executed cost and capital expenditure programmes. Since 2015, these programmes have resulted in approximately $200 million of sustainable yearly cost savings. This has supported a relatively robust margin and cash flow generation.

137 Figure 1.3: Strong margins and cash flow generation

EBITDA before special items and EBITDA margin as % of revenue Cash flow from operations and cash conversion

USDm 100% 98% 93% 95%

67% 55% 60% 45% 47% 43%

1,393 1,381 1,363 1,301

903

683 652 611 615 593

2014 2015 2016 2017 2018 2014 2015 2016 2017 2018

EBITDA EBITDA margin CFFO Cash conversion

Note: Cash conversion (non-IFRS) is defined as Cash flow from operating activities as a percentage of EBITDA (non-IFRS). Source: The Maersk Drilling Group

Solid backlog and strong balance sheet provide visibility and flexibility The Maersk Drilling Group has been able to secure a strong contractual coverage of its fleet. This translates into a revenue backlog of $2.5 billion as of 31 December 2018, which nominally is the second largest in the industry (measured as of Q3 2018 due to availability of peers’ financial reporting). The quality of the Maersk Drilling Group’s contract coverage, measured by reimbursement coverage of early terminations by customers has, at 90%, also been industry leading5. It is the Management’s view that the two elements in combination provide an attractive level of visibility into future earnings. Further to the strong commercial, operational and financial performance, the Maersk Drilling Group has a solid balance sheet and capital structure. In terms of its balance sheet, the Maersk Drilling Group’s net debt over EBITDA (non-IFRS) is industry-leading at 1.8x at 31 December 2018. The balance sheet and capital structure is intended to provide flexibility for the Maersk Drilling Group to pursue its strategy in a market that may emerge from its trough and expectedly position the Maersk Drilling Group well to benefit from a potential cyclical recovery in the industry.

5 Reimbursement coverage of early terminations measured as reimbursement received in U.S. dollars as a percentage of U.S. dollar value of terminated remaining backlog.

138 Figure 1.4: Solid backlog and strong balance sheet

Revenue bocklog amongst peers (Q3 2018, USDbn) Net debt / EBITDA (LTM Q3 2018)

11.5x 15.6x

2.6x 2.5x 11.0x 2.1x 2.0x 8.9x

1.5x 6.8x

5.1x

3.8x

1.8x 0.2x l l l l n n d d n n e e o o l l e e a a c c n n a a j j b b f f s s e e o o w w o o d d c c n n o o m m N N o o E O O E a a R R s s i i n n D D a a r r T T

Note: Merger between Ensco plc and Rowan Corporation is subject to approval from regulatory authorities and is expected to be completed during the first half of 2019; Seadrill has been excluded from the analysis due to lack of data; Backlog is defined as future contract commitments for a rig, for a particular point in time at which revenues are expected to be realised. Calculated by multiplying contracted day rate by the contract period, excluding any optional extension periods; Net debt and LTM EBITDA as of Q3 2018, except Maersk Drilling which is based on FY 2018; Seadrill has been excluded from the analysis Source: The Maersk Drilling Group, Company reports

Strategy As outlined in the “Industry” section of this Listing Document, the main industry factors shaping the Maersk Drilling Group strategy—while leveraging the Maersk Drilling Group’s competitive strengths—relate to (i) the relative attractiveness of the Maersk Drilling Group’s key markets, (ii) E&P Companies’ continued focus on improving project economics by reducing inefficiencies and increasing predictability of outcomes, and (iii) the opportunities across the value chain ranging from services that can be incorporated into the Maersk Drilling Group’s offering to sharing the upside of reduced system waste. The Maersk Drilling Group’s principal goal is to create long-term value for its shareholders. The Maersk Drilling Group intends to accomplish this goal by focusing on cash flow generation while sustaining a competitive advantage in the future through improving competitiveness; expanding collaborations and partnerships; and growing with discipline. Further, the Maersk Drilling Group will explore investments in core markets with proven competitive strengths, while remaining committed to maintaining a solid capital structure. A key fundamental for delivering on the strategic ambition is to have sufficient funding and flexibility to manage through the cyclicality of the offshore drilling industry. In summary, the Maersk Drilling Group will achieve its principal goal through:

Improve competitiveness The Maersk Drilling Group aims to continuously enhance its value proposition of providing safe, reliable, and efficient offshore drilling rig services to E&P Companies, with the objective of being the drilling contractor of choice to drive increased fleet utilisation, uptime and revenue. Further it intends to drive operational effectiveness to deliver its value proposition with a competitive cost base to continue deliver strong relative margins compared to its peers. Safe operations are the foundation of the Maersk Drilling Group’s business, both in terms of its license to operate and its ability to generate backlog and convert that into earned day rates. The Maersk Drilling Group is increasing its ability to manage work in a safer manner by balancing “prevention/planning,” to eliminate

139 residual risk, “execution,” to perform work safely, and “recovery,” to respond if something should go wrong. See “—Operations—Health, Safety, Security and Environment (HSSE)” for additional details. Given how large a proportion of E&P Companies’ spending for a drilling campaign is devoted to the drilling contractor and that the total cost of a campaign is a direct result of its overall duration, reliability and efficiency are critical factors in not just contractor-selection, but also in determining whether a campaign is viable at all. The reliability of services is important, as any down-time of the rig (i.e. not being available to perform the work), directly causes non-productive time for the customer and thus increases the duration of the campaign and total cost. In addition to the impact on the customer, any down-time also directly reduces the revenue of the Maersk Drilling Group. The efficiency of our services is important, as the time it takes to reach a certain drilling depth directly impacts the duration of the campaign driving duration and thus total cost. For these reasons the Maersk Drilling Group intends to continue to distinguish itself by providing leading operational performance on efficiency and reliability through a combination of its high-specification assets, operational excellence, and innovation with partners: enhanced reliability primarily driven by the focus on reducing rig down-time through innovative solutions such as condition based maintenance and black-out recovery; enhanced efficiency by optimising the operation from the perspective of the customer through either innovative technical solutions such as dual-activity operation, innovative operational processes such as the service delivery model or technological innovation such as the contract with Wintershall for Maersk Resolve which involves close cooperation on data usage to improve drilling efficiency. See “—Operations” for additional details. To create a competitive cost base the Maersk Drilling Group targets further innovative cost reduction measures without compromising safety. Examples of this include: (i) within overhead and administration, pursuing standardisation, simplification and automation; (ii) within operational expenditures, revisiting crew composition and digitalisation efforts; and (iii) within capital expenditures, investing in on-rig sensor networks, and preventive maintenance to reduce maintenance expenditure on rigs in a five-year period by approximately 20 – 30%. See “—Operating and Financial Review” for additional details.

Expand collaboration and partnerships To cater for the outlined major trends in the industry and to drive long-term resilience of its business through increased customer collaboration, differentiation, and asset utilisation, the Maersk Drilling Group aims to expand its presence in the value chain, while simultaneously creating better outcomes for its customers. This objective is achieved by combining its existing leading offshore drilling services with new services and innovative business models together with customers and partners. The most prominent challenge for the Maersk Drilling Group’s customers are the significant inefficiencies and unreliability caused by multiple suppliers and misaligned incentives between the various parties—i.e. the longer and more costly a drilling campaign is for the E&P Company, the more the supplier is paid due to the existing day rate model. To solve these immediate challenges for customers, the first two broad categories of new services and business models that are currently being explored include (i) integrating new services into joint offerings as an integrated service provider with the objective of removing waste in the system through better orchestration and alignment of incentives with shared upside; and (ii) offering new contracts focused on better risk and reward sharing. The new services and business model should be seen as a continuum whereby the Maersk Drilling Group can offer from 1) providing only a few additional services for customers, with a similar commercial model as today and thereby only slightly impacting the outcome and reduction of non-productive time of the campaign; to 2) providing a larger array of additional services combined with a new commercial model with the intent to drive significant reduction in well delivery cost; to 3) taking ownership of the full well delivery and associated services, and being remunerated based on outcome, to in turn drive significant cost reduction and increased predictability. With the Maersk Drilling Group’s existing market position, operational and technical capabilities, and customer-centric approach, the Maersk Drilling Group is confident in its ability to explore and deploy new business models together with customers and strategic partners. The Maersk Drilling Group is making progress on this front and has already executed contracts in the lower end of the continuum, with deepwater contracts for Total in Malaysia, Shell in Trinidad and Tobago and Tullow Oil in Ghana. These agreements included not only the “standard” drilling service, but also an integrated offering with multiple service components such as cementing, casing running and remote

140 operated vehicles, all to the benefit of both customers and the Maersk Drilling Group, resulting in reduced inefficiencies and an alignment of incentives between the parties. An example in the more ambitious level of the continuum is the alliance with Aker BP, which aims at lowering the cost per barrel and increasing profitability for all alliance partners, including service partner Halliburton, through the implementation of digital solutions, increased collaboration efficiency, and standardisation and simplification of processes. The alliance is formalised in a five-year agreement entered into in November 2017 which includes an option to extend for an additional five years. Under this agreement, the Maersk Drilling Group has a preferential but non-exclusive right to provide for Aker BP’s jack-up rig requirements in Norway. In addition to setting up shared goals and incentives, the alliance also aims to integrate project organisations, align safety procedures and create a one-team mind-set. The Maersk Drilling Group is positioned to benefit from higher utilisation through preferential rights, and higher revenue and profits due to a commercial model where savings are shared. At the very end of the continuum the Maersk Drilling Group recently signed a master alliance agreement with Seapulse under which the Maersk Drilling Group will provide fully integrated services, including provision of drilling rigs, related drilling services, well services, and other goods and services, for a global offshore oil & gas exploration drilling programme of 12 wells with an expected duration of 490 days, and spanning shallow water and deepwater wells in several regions requiring a combination of jack-up rigs, semi-submersibles, and drillships. This alliance is a key example of a fully integrated service delivery model aimed at eliminating inefficiencies by aligning incentives and removing complexity across the entire value chain. The fully integrated services will be provided on the basis of market rates with an incentive payment scheme to drive performance and provide potential upside for the parties involved in the well programme. Besides offering integrated services, the ambition of exploring new innovative business models also offer value in the form of entry into new and untapped markets. An example of this is Maersk Decom A/S, which targets the decommissioning market in the North Sea through what the Management considers a unique business model with Maersk Drilling Group’s joint venture partner Maersk Supply Service A/S. Through this joint venture, Maersk Drilling Group has in effect created a new sales channel to add backlog, profit and fleet utilisation to service a type of offshore work that will become significant in coming years. As field decommissioning is mandated by regulatory authorities, the activity is nearly certain to occur and by providing an integrated solution to E&P Companies via Maersk Decom, the Maersk Drilling Group increases its chances of winning a significant part of this nascent market. Looking ahead to the longer term, the expansion into new business models is, besides the near-term growth of new market entries, revenue streams, and profits, a key component of ensuring the longevity of the Maersk Drilling Group’s relationships with its customers and thus ultimately the business itself. The exploration and deployment of new business models will enable long-term strategic optionality for the Maersk Drilling Group by creating an innovative and agile growth platform off which new business can be explored and matured, from a long-term growth and value perspective.

Growth with discipline The Maersk Drilling Group considers ordering of new rigs or acquisition of existing rigs to be an important element in creating long-term shareholder value. In general, the Maersk Drilling Group will consider investments in rigs based on customer demand and within core markets where the Maersk Drilling Group has a proven competitive strength. The Maersk Drilling Group may also consider investments in business activities supporting new service and business models. See “Financial Policy and Dividends Distributed” for additional details.

Commercial The following section describes the Maersk Drilling Group’s customer base and its approach to early and continuous engagement with customers. Further, it provides a breakdown of revenue, customers, and geography including an overview of the Maersk Drilling Group’s signed contracts and backlog.

Customer centricity From the earliest stages of pre-bidding discussions through to formal tendering and eventually service delivery, the Maersk Drilling Group uses a customer-centric approach—focusing on the particular problems E&P Companies face and tailoring its offering to address them. This process is formalised through the Maersk Drilling Group’s Customer Engagement Model—a structured, consistent process beginning with early

141 engagement and concluding with negotiations and contract signing. As such, customer centricity is engraved in the Maersk Drilling Group business model, defining how it operates. While the industry is still largely characterised by standard day rate charters, by working closely with customers to form longer-term partnerships the Maersk Drilling Group is advancing its interests while also helping to set the future direction of the sector. This collaboration has resulted in unique projects such as a joint Drilling Simulator with BP, the alliance agreement with Aker BP, and drilling of the world’s deepest deepwater well with Total. By following the Customer Engagement Model, the Maersk Drilling Group links its value proposition with its customer’s key objectives, including reliability, efficiency, and safety. The result of this continuous focus on customers is a high level of customer satisfaction. One example of early engagement with customers is the Maersk Drilling Group’s Dragons’ Den, a semi-annual event in which E&P Companies’ executives receive pitches on new business model ideas from Maersk Drilling Group’s employees. The intent of the forum is to directly involve customers in the early-stage development of new ideas, and to expedite the process of receiving their feedback. The event also offers an opportunity for customer executives to engage with each other on the future direction of the sector.

Customer base The Maersk Drilling Group’s customer base is comprised of blue-chip E&P Companies. The percentage of total revenue contributed by the largest customers is set forth in the table below.

% of Total Revenue % of Total Revenue Year ended 31 December Year ended 31 December Customer 2018 2017 Aker BP ...... 24% 16% Total ...... 20% 9% BP ...... 15% 15% Eni ...... 12% 11% Equinor ...... 0.010% 0.011% 81% 62% Total ...... The percentage of total revenue contributed by geographic region for the year ended 31 December 2018 is set forth in the table below.

% of Total Revenue % of Total Revenue Year ended 31 December Year ended 31 December Region 2018 2017 Denmark ...... 5% 5% Norway ...... 44% 42% United Kingdom ...... 9% 10% United States of America ...... 1% 10% Egypt ...... 8% 8% Azerbaijan ...... 7% 7% Ghana ...... 18% 11% Other ...... 8% 7% 100% 100% Total ......

Tender process The types of drilling projects that E&P Companies undertake vary greatly, depending on the project’s life cycle phase, magnitude, duration, and complexity. Taking into account the specifics of a given project, E&P Companies tailor and optimise their procurement process to ensure that they obtain competitive prices. E&P Companies often engage in “pre-bid” discussions with drilling contractors by issuing a Request for Interest (“RFI”), or organising informal pre-bid discussions. This allows E&P Companies to test the market before issuing a formal invitation to tender or starting direct negotiations. Such RFI/pre-bid discussions may lead the E&P Company to identify a preferred bidder in which case the process may switch to direct negotiations/award. One of the key variables in invitations to tender is the lead time, i.e. the period between the tender date and the contract start date. During periods of substantial overcapacity shorter lead times are more common in

142 the industry. Increasing or decreasing the lead time has an impact on the number of drilling contractors and available rigs competing for a particular project. E&P Companies typically have good knowledge of the current and future availability of rigs of the various drilling contractors and are able to manage their project portfolios to ensure that the desired number of competitors and rigs are available to take part in the tender. When demand for rigs is high and there is a risk that the desired rig(s) may not be available, E&P Companies may increase lead times to secure rigs several years in advance. Lead times of more than three years, which are not uncommon, allow drilling contractors to offer Newbuildings against existing rigs. The tender process may vary across E&P Companies, but typically includes the following steps: • Customers issue invitations to tender, commonly also referred to as requests for quotation (“RFQs”); • Drilling contractors submit their bids; • Customers issue requests for clarifications regarding the contractors’ bids; • Drilling contractors respond to requests for clarifications; • Drilling contractors organise rig inspections/visits; • The parties start commercial and contract negotiations; and • Customers award their contracts. The main requirements included in the RFQs are (i) technical requirements relating to the rig (e.g. water depth, cantilever reach, drilling efficiency, etc.), (ii) operational systems and crew training, (iii) the contractor’s experience, reputation, and financial strength, (iv) the contract period during which the rig is required, (v) price, and (vi) pro forma drilling contract. The technical requirements may also be used by E&P Companies to pre-select drilling contractors or rigs competing for a particular project. In the vast majority of tenders, the RFQ rig specifications allow for different rig designs or different types of rig to compete. In other cases, customers may request a specific rig to be offered in a tender process. After reviewing the drilling contractors’ bids, customers typically issue requests for clarification. Unsuitable bids, in particular rig specifications that are not capable of meeting the project’s technical requirements, or bids with unattractive commercial terms, are removed after the clarification stage. Another key criterion assessed by E&P Companies is performance requirements related to HSSE. Following this selection, there are generally a limited number of bids remaining for the customer to consider. E&P Companies then organise rig inspections and will start contract negotiation with remaining bidders, ultimately awarding the contract to the successful bidder. A tender process generally lasts approximately six months.

Drilling Contracts E&P Companies and drilling contractors enter into detailed contracts that specify, among other things, the job to be done, contract duration, options for additional work, the specifications of the rigs and equipment used, testing, day rates and other remuneration, liability, and insurance. Drilling contracts describe in detail the type of equipment and drilling operations to be performed as well as the training and competence requirements for the personnel. Personnel accounts for a high share of operating costs. The drilling contractor is commonly required to modify and upgrade the rigs for a particular project, often requiring a substantial capital investment. Payment for such modifications can either be included in the day rate or compensated by a lump sum payment. However, during weak market periods, such payments may not be fully compensated. E&P Companies commonly ask for options to extend their drilling contract to include additional work. Such options expose the drilling contractor to significant risk as the E&P Company may decide not to exercise the option and the drilling contractor may, in the meantime, have had to decline other work. In order to mitigate this risk, options should be exercised with a reasonable notice. However, getting E&P Companies to agree to include adequate notice provisions is typically difficult to achieve in a weak market. The need for long notice periods reflects the long lead times that characterise the industry. Drilling rigs are often contracted long in advance of the date on which drilling commences and, without adequate notice periods for options, the drilling contractor’s ability to market the rig effectively for future contracts is compromised.

143 Day rates are typically payable from the contract start date until the rig’s demobilisation. The types of rates included in the contract vary for each drilling contract/customer. Day rates are usually denominated in U.S. dollars and include the use of the rig and its crew, but do not typically include most of the other third-party costs associated with drilling a well (e.g. casing, cementing, evaluation, etc.). The majority of contracts have day rates that are fixed over the contract term, though some agreements include clauses for price escalation under certain conditions such as a pronounced uptick in market rates. Some day rates are denominated in a combination of U.S. dollar and the local currency providing a material natural exchange rate hedge in case certain costs are paid in the local currency. The contracted day rate is adjusted depending on the rig operations (e.g. drilling, moving, standby, etc.). The full day rate, which is referred to as the “operating rate”, is applied during the normal course of drilling operations. The other types of rates applied represent a proportion of the operating rate/full day rate, allowing the E&P Company to reduce payments made to the drilling contractor, for example, during periods where progress on the well is not being made, though not always due to reasons within the drilling contractor’s control. Under the traditional day rate model, the operators’ expense is a direct function of the time required to drill to the geological target and complete the well. The outlay to the drilling contractor typically represents up to 50% percent of the total expenditure of a drilling campaign. As a result, operators are extremely focused on ensuring that the operation is completed as efficiently, predictably, and safely as possible. The terms of the Maersk Drilling Group’s contracts can vary, but traditional standard day rate contracts typically contain the following commercial terms: • Payment of compensation to the Maersk Drilling Group is generally either in U.S. dollars or a split between local currency and U.S. dollars, and on a “day work” basis such that the Maersk Drilling Group receives a day rate that the drilling rig is under contract; • Contract duration is either “well-to-well”, “multiple-well” or “fixed-term” generally ranging from one month to several years; • For longer term contracts (those over 12 months in length) cost escalation clauses, which establish agreed annual rate increases typically linked to a relevant index to cover increases in the Maersk Drilling Group’s costs; • Some contracts provide price-escalation clauses linked to certain conditions, such as a pronounced uptick in market rates; • Provisions permitting early termination of the contract, for example (i) fixed-term contracts generally contain a termination provision such that a contract may terminate if drilling operations are suspended for extended periods as a result of force majeure events, (ii) automatic early termination option if the rig is lost or destroyed, or (iii) on occasion, termination at the convenience (without cause) of the customer (in certain cases obligating the customer to pay an early termination fee providing some level of compensation for the remaining term); • Renewable options for the benefit of the customers at either a fixed day rate or at a rate to be determined based on market conditions at the time of exercise of the renewal option; • Some contracts provide for separate lump-sum payments for rig mobilisation and demobilisation, and for equipment upgrades required to meet the operational needs of the programme (these are recognised by the Maersk Drilling Group as revenues and expenses over the period of the contract); • Some contracts provide for payments to cover the provision of additional catering or accommodation or third party services by the Maersk Drilling Group; and • Some contracts provide for bonus mechanisms linked to the price of oil or rig performance in terms of time, efficiency and/or drilling-outcome measures such as reservoir targeting. In addition, the Maersk Drilling Group may be apportioned risk for environmental liabilities under its customer contracts. See also “Government Regulation” and “Risk Factors—Risks Relating to the Maersk Drilling Group—The Maersk Drilling Group may be subject to liability under multifaceted environmental laws and regulations and contractual environmental liability, which could have a material adverse effect on the Maersk Drilling Group’s business, results of operations and financial condition.” A number of factors affect the Maersk Drilling Group’s ability to obtain contracts at profitable rates within a given region. Such factors, which are discussed further under “Competition” and in “Risk Factors” include the

144 long-term view of the price of oil and natural gas, which can affect E&P Companies’ activity levels; global political and economic factors, such as global production levels, government policies, political stability in oil producing countries, particularly in OPEC nations; and prices of alternative energy sources. Profitability may also depend on over- or under-supply of drilling units, location and availability of competitive equipment, the suitability of equipment for the project, comparative operating cost of the equipment, competence of drilling personnel and other competitive factors, as well as whether adequate compensation can be secured for the cost of moving equipment to drilling locations. In terms of contracting strategy, during periods of strong demand, the Maersk Drilling Group seeks long-term contracts that may not feature short-term top-market day rates, but that are in place for an extended period. This offers greater revenue visibility and stability across cycle peaks and troughs. During periods of weak demand and declining day rates, the Maersk Drilling Group has historically prioritised keeping its rigs working, accepting shorter-duration contracts. The Maersk Drilling Group has several contract negotiations ongoing as part the ordinary course of business and it is the intention to sign new contracts during 2019. In addition to the contracts listed below, the Maersk Drilling Group is currently in negotiations on one drilling contract with a considerable longer contract term than what is customary for the Maersk Drilling Group’s other drilling contracts currently in effect. Regardless of whether such negotiations result in a legally binding agreement it will not have a material effect on the Maersk Drilling Group’s expectations for the financial year ending 31 December 2019 as set out in this Listing Document in the section “Consolidated Prospective Financial Information for the Financial Year Ending 31 December 2019”. During 2018 and 2019 (as of 15 February 2019), the Maersk Drilling Group signed 12 new contracts and 18 contract options and extensions delivering an additional contract backlog of $533 million. A summary of these contracts and contract extensions is provided below:

Rig Customer Signed Commencement Duration1

Mærsk Deliverer* ...... Total February 2018 February 2018 45 days

Maersk Resolve* ...... Wintershall March 2018 June 2018 40 days

Mærsk Innovator* ...... ConocoPhillips March 2018 June 2018 14 days

Maersk Voyager* ...... ENI April 2018 Q1 2019 60 days + options

Maersk Resolute ...... Petrogas April 2018 September 2018 50 days

Maersk Resolute ...... Dana April 2018 August 2018 20 days

Maersk Resolute ...... TAQA April 2018 June 2018 60 days + options

Maersk Resolute* ...... Petrogas June 2018 November 2018 56 days

Maersk Resolve* ...... Wintershall June 2018 June 2018 21 days

Maersk Convincer* . . . . . BSP June 2018 November 18 912 days + options

Maersk Reacher ...... Aker BP August 2018 October 2018 730 days + options

Maersk Integrator ...... Aker BP September 2018 July 2019 365 days + options

Mærsk Deliverer ...... ENI September 2018 January 2019 70 days + options

Maersk Viking ...... Aker Energy September 2018 October 2018 36 days + options

Maersk Resolute* ...... Petrogas October 2018 Q1 2019 21 days

1 For well-based contracts, timespan of well duration is determined by P50, the best estimation by the E&P Company of likely operational outcome.

145 Rig Customer Signed Commencement Duration

Maersk Intrepid ...... Equinor October 2018 Q2 2019 60 days

Maersk Intrepid* ...... Equinor October 2018 Q3 2019 153 days Maersk Resolute* ...... Dana October 2018 December 2018 10 days

Maersk Resolve ...... Wintershall October 2018 January 2019 90 days

Maersk Intrepid* ...... Equinor November 2018 December 2018 122 days

Maersk Resolve* ...... Wintershall December 2018 September 2019 185 days

Maersk Resilient ...... Ithaca December 2018 April 2019 120 days + options

Multiple ...... Seapulse December 2018 Q3 2019 490 days

Mærsk Developer ...... Cairn December 2018 Q3 2019 110 days

Maersk Resolute* ...... Petrogas December 2018 Q1 2019 90 days

Maersk Resolute* ...... TAQA December 2018 Q2 2019 72 days

Maersk Resolve* ...... Wintershall January 2019 Q2 2019 60 days

Maersk Voyager* ...... ENI January 2019 Q2 2019 35 days

Maersk Viking* ...... Aker Energy January 2019 Q1 2019 41 days

Maersk Viking* ...... Aker Energy February 2019 Q1 2019 49 days

* Indicates contract extension During 2017, the Maersk Drilling Group signed nine new contracts and six contract extensions delivering an additional contract backlog of $989 million. A summary of these contracts and contract extensions is provided below:

Rig Customer Signed Commencement Duration

Maersk Resolute . . . Petrogas E&P January 2017 June 2017 95 days Netherlands B.V.

Mærsk Gallant . . . . Nexen Petroleum U.K. February 2017 June 2017 140 days Limited

Maersk Viking* . . . . ExxonMobil June 2017 July 2017 240 days

Maersk Resolve . . . . Wintershall June 2017 July 2017 86 days Noordzee B.V.

Maersk Resolute* . . Petrogas E&P July 2017 September 2017 45 days Netherlands B.V.

Maersk Resolve* . . . Wintershall August 2017 October 2017 100 days Noordzee B.V.

Mærsk Developer . . . Shell August 2017 January 2018 254 days + option

146 Rig Customer Signed Commencement Duration

Mærsk Deliverer . . . JX Nippon October 2017 November 2017 30 days

Maersk Resolute* . . Petrogas E&P October 2017 October 2017 14 days Netherlands B.V.

Maersk Resolve* . . . Wintershall October 2017 March 2018 87 days Noordzee B.V.

Mærsk Deliverer . . . Total October 2017 December 2017 60 days + option

Mærsk Innovator . . . Nexen Petroleum October 2017 August 2018 225 days + options U.K. Limited

Mærsk Inspirer . . . . Repsol Norge AS November 2017 July 2019 5 years + options

Maersk Intrepid* . . . Total E&P Norge AS December 2017 September 2018 196 days + options

Maersk Venturer . . . Tullow Ghana Ltd December 2017 February 2018 4 years

* Indicates contract extension

Backlog Information The Maersk Drilling Group’s backlog reflects commitments—represented by signed drilling contracts—and is calculated by multiplying the contracted day rate by the firm contract period. The contracted day rate excludes certain types of lump-sum fees for rig mobilisation, demobilisation, contract preparation, as well as customer reimbursables and bonus opportunities. The following table summarises the Maersk Drilling Group’s contract backlog as of 31 December 2018 and the periods in which such revenues are expected to be realised (in USD millions):

Total 2019 2020 2021 2022+ Jack-up rigs ...... 1,813 734 461 324 294 Floaters ...... 653 288 197 150 18 Total ...... 2,466 1,022 658 474 312

The following table summarises the Maersk Drilling Group’s forward contract coverage (representing the number of forward contracted days as percentage of total available days in a given time period) as of 31 December 2018:

2019 2020 2021 2022 Jack-up rigs ...... 75% 43% 26% 9% Floaters ...... 39% 25% 17% 0.02% Total ...... 63% 37% 23% 6%

As described above, the Maersk Drilling Group’s contracts with its customers generally contain provisions permitting early termination of the contracts, for example (i) fixed-term contracts generally contain a termination provision such that a contract may terminate if drilling operations are suspended for extended periods as a result of events of force majeure, (ii) automatic or early termination option if the rig is lost or destroyed or (iii) termination at the convenience (without cause) of the customer (in certain cases obligating the customer to pay an early termination fee providing some level of compensation for the remaining term). In addition, the amount of actual revenues earned and the actual periods during which revenues are earned will be different from amounts disclosed in the backlog calculations due to a lack of predictability of various factors, including unscheduled repairs, maintenance requirements, Newbuilding rig delivery dates, weather delays, contract terminations or renegotiations and other factors.

147 See “Risk Factors—Risks Relating to the Maersk Drilling Group—The Maersk Drilling Group may experience reduced profitability or not fully realise its backlog of drilling revenue if its customers terminate, seek to renegotiate or fail to exercise an option extend its drilling contracts, or if it fails to secure new drilling contracts.”

Operations The following section describes the Maersk Drilling Group’s: (i) drilling fleet and recent development, (ii) employees and training, (iii) operational processes and systems, (iv) cost efficiency of operation, and (v) Health, Safety, Security and Environment (HSSE). The description does not include the jack-up rig, Mærsk Giant, due to the divestment hereof, which was announced in November 2018. The transaction is expected to complete during 2019 and the rig is currently cold stacked in Esbjerg, Denmark ahead of disposal.

Drilling Fleet As of 15 February 2019, the Maersk Drilling Group’s jack-up rig fleet consisted of:

Rig Water Delivery Depth Contract Contract Rig name year (feet) Rig type Customer start end Country MÆRSK INNOVATOR . . . . 2003 492 Ultra harsh Nexen Aug 2018 Apr 2019 UK environment

MÆRSK INSPIRER ...... 2004 492 Ultra harsh Repsol Q4 2019 Q4 2024 Norway environment

MAERSK INTREPID ...... 2014 492 Ultra harsh Equinor Aug 2014 Mar 2019 Norway environment

MAERSK INTERCEPTOR . . . 2014 492 Ultra harsh Aker BP Dec 2014 Dec 2019 Norway environment

MAERSK INTEGRATOR . . . 2015 492 Ultra harsh Equinor Jun 2015 Jun 2019 Norway environment

MAERSK INVINCIBLE . . . . 2016 492 Ultra harsh Aker BP Apr 2017 Apr 2022 Norway environment

MAERSK HIGHLANDER . . . 2016 400 Harsh Total Sep 2016 Sep 2021 UK environment

MÆRSK GALLANT ...... 1993 394 Ultra harsh Currently idle UK environment

MAERSK GUARDIAN1 . . . . 1986 350 Accommodation Total Nov 2016 Nov 2021 Denmark

MAERSK REACHER ...... 2009 350 Ultra harsh Aker BP Oct 2018 Sep 2020 Norway environment

MAERSK RESOLUTE . . . . . 2008 350 Harsh TAQA/Petrogas Jun 2018 August NL environment 2019

MAERSK RESOLVE ...... 2009 350 Harsh Wintershall Jan 2019 May 2020 NL environment

MAERSK RESILIENT . . . . . 2008 350 Harsh Ithaca Apr 2019 Jul 2019 UK environment

MAERSK COMPLETER . . . . 2007 375 Premium Currently idle Singapore

MAERSK CONVINCER . . . . 2008 375 Premium BSP Nov 2018 May 2021 Brunei

1 In 2016, the Maersk Drilling Group refitted Maersk Guardian to be a purely accommodation rig.

148 Jack-up rigs. The Maersk Drilling Group’s jack-up rigs are capable of drilling wells to maximum depths ranging from 25,000 to 40,000 feet and in maximum water depths ranging from 300 to 492 feet, depending on rig size, location and outfitting. Each jack-up rig is designed with a hull that is fully equipped to serve as a drilling platform supported by three independently elevating legs. The rig is towed to the drilling site where the legs are lowered into and penetrate the ocean floor, and the hull raises itself out of the water up to the elevation required to drill the well using a self-contained rack and pinion system. From time to time, jack-up rigs may be utilised as accommodation units or for non-drilling services. In 2016, the drilling package on Maersk Guardian was removed and the rig was converted from a drilling rig to an accommodation rig. The Maersk Drilling Group’s four newest rigs, Maersk Intrepid, Maersk Interceptor, Maersk Integrator, and Maersk Invincible (XLEs) have been custom-designed to set new industry standards within the category of ultra harsh jack-up rigs. Compared to standard jack-up rigs, they operate with increased efficiency and incorporate a host of improved technical capabilities, permitting for faster drilling processes, faster in-field rig moves and many other operational advantages. The median age of the Maersk Drilling Group’s jack-up fleet as of 31 December 2018 was 10 years, compared to an overall industry median of 12 years. The Maersk Drilling Group has a long history of technological innovation, with numerous records for the world’s largest, most advanced jack-up rigs. For example, in 1986, Maersk Guardian, the world’s largest jack-up rig at the time, measuring 84.4 m x 90 m x 9.5 m, was delivered. This unit helped the Maersk Drilling Group establish the jack-up rigs market in Norway with Phillips Petroleum Company, providing a more cost-effective, mobile solution to customers that previously had to rely on semi-submersibles and platform rigs. Even larger jack-up rigs were subsequently delivered with the launch of the Mærsk Gallant in 1993, the Mærsk Innovator in 2003, and the Maersk Intrepid in 2014. Currently the Maersk Drilling Group owns and operates six GustoMSC CJ-70 jack-up rigs out of a global fleet of eleven. These rigs are the largest and most efficient jack-up rigs in the global jack-up fleet. Increasing size has also been accompanied by continuous on-rig innovations, which have been adopted by the wider industry including, for example, the use of an XY cantilever to provide larger longitudinal and transverse reaches, higher load capacity over the full drilling envelope, and simplified blowout preventer handling which resulted in reduced cost and non-productive time for E&P Companies. The Maersk Drilling Group’s specialised fleet of harsh environment rigs have a track record of significant accomplishments, including the most experienced jack-up driller in Norway, having drilled over 400 wells since 1990 (the most drilled wells by a jack-up rig over the period). In addition, the Maersk Drilling Group has drilled the deepest, highest temperature and pressure well ever drilled in Norway (exceeding 16,000 psi BHP). Floaters. As of 15 February 2019, the Maersk Drilling Group’s floater fleet consisted of:

Rig Water Delivery Depth Contract Contract Rig name year (feet) Rig type Customer start end Country MÆRSK DEVELOPER . . 2009 10000 Semi-submersible—6G Cairn Q3 2019 ~ Q4 2019 Mexico

MÆRSK DELIVERER . . 2010 10000 Semi-submersible—6G ENI ~March 2019 ~ April 2019 Timor Leste

MAERSK DISCOVERER . 2009 10000 Semi-submersible—6G BP Jul 2012 Aug 2019 Egypt

MAERSK EXPLORER . . 2003 3280 Semi-submersible—5G BP Sep 2012 March 2021 Azerbaijan

MAERSK VIKING . . . . 2014 12000 Drillship—7G Aker Energy Oct 2018 ~ Q2 2019 Ghana

MAERSK VALIANT . . . 2014 12000 Drillship—7G Currently idle GoM

MAERSK VENTURER . . 2014 12000 Drillship—7G Tullow Mar 2018 Feb 2022 Ghana

MAERSK VOYAGER . . . 2015 12000 Drillship—7G Eni Jul 2015 Jan 2019 Ghana

149 Ultra-deepwater drillships are self-propelled vessels equipped with computer-controlled dynamic-positioning systems, which allow them to maintain position without anchors in severe weather conditions with waves of up to 36 feet and wind speeds of up to 85 feet per second through the use of their on-board propulsion and station-keeping systems. Drillships have greater variable loading capacity than semi-submersible rigs, enabling them to carry more supplies on board and, thus, making them better suited for drilling in deepwater in remote locations. The Maersk Drilling Group’s drillships are equipped with two drilling stations within a single derrick allowing the drillships to perform preparatory activities off-line and potentially simultaneous drilling tasks during certain stages of drilling, subject to legal restrictions in certain jurisdictions, enabling increased drilling efficiency particularly during the initial stages of a well. In addition, the Maersk Drilling Group’s drillships are equipped to drill in 12,000-foot water depths, are equipped with 2,500,000 pound hook load capability, and are capable of drilling high pressure/high temperature wells to 40,000-foot depths. Three out of the Maersk Drilling Group’s four drillships are equipped with two fully redundant blowout preventers, which significantly reduce non-productive time associated with repair and maintenance. In addition, each drillship is prepared for installation of an active-heave crane for simultaneous deployment of subsea equipment. The sum total of these and other advanced features helps drive the demand for the Maersk Drilling Group’s drillships. The mid-water semi-submersible in the fleet, Maersk Explorer, began drilling in the Caspian Sea in 2003 and is a confined sea and thus significant barriers to entry. The three ultra-deepwater semi-submersibles are capable of drilling up to 30,000 feet into the sub-soil measured from the seabed and in ultra-deep waters up to 10,000 feet using dynamic positioning, and in mid-water depths down to 350 feet using a mooring system. This makes these semi-submersibles particularly well-suited to drilling a combination of both deep-water and mid-water wells, which cannot be drilled by drillships nor jack-up rigs due to their water-depth restrictions in areas such as the Mediterranean and South East Asia. The Maersk Drilling Group’s three ultra-deepwater semi-submersibles have offline capabilities similar to those of the drillships, designed to support efficient and safe operations. They include a number of features which are designed to enhance the rigs’ flexibility by making multiple concurrent activities possible. Back-up facilities and solutions are generally provided to reduce the impact of equipment failures, and the hull design and layout are based on the operational experience of various deepwater operators and third-party system suppliers. The Maersk Drilling Group’s floater fleet also has track record of significant accomplishments, including a record as of 2016 for drilling a well in the deepest water ever drilled in, at 11,150 feet water depth for Total off Uruguay, and a record as of 2015 for the six fastest wells ever drilled out of more than 100 wells in the Egypt Nile Delta. The Maersk Drilling Group’s floater fleet is relatively young, with a median age of six years for its floaters as of 31 December 2018, compared to an overall industry median floater age of eight years.

Employees and Training For the year ended 31 December 2018, the Maersk Drilling Group had an average of 2,854 full time employees (“FTEs”) worldwide, compared to 2,865 and 3,325 for the years ended 31 December 2017 and 2016, respectively. Certain of its employees and contractors in international markets, such as Norway and to a lesser extent Denmark, are represented by labour unions and work under collective bargaining or similar agreements, which are subject to periodic renegotiation. The following table sets forth the average number of the Maersk Drilling Group’s employees by location for the years ended 31 December 2018, 2017 and 2016.

Year ended 31 December Region 2018 2017 2016 Europe ...... 1,869 1,823 2,179 Africa ...... 484 354 368 Asia ...... 399 383 244 North America ...... 70 282 395 South America ...... 32 23 139 Total ...... 2,854 2,865 3,325

150 The following table sets forth the average number of the Maersk Drilling Group’s employees by business activity for the years ended 31 December 2018, 2017 and 2016.

Year ended 31 December Business Activity 2018 2017 2016 Jack-up Rigs ...... 1,315 1,460 1,576 Floating Rigs ...... 794 710 961 Onshore ...... 745 695 788 Total ...... 2,854 2,865 3,325

The figures included in the tables above represent the average number of employees for the years ended. The number of employees at any given time throughout the year can fluctuate greatly depending on the number of rigs then in operation. In terms of the geographic location of employees—the Maersk Drilling Group aims to move beyond a ‘compliance mindset’ of local-content requirements, which typically involve mandates on local hiring. It is at the core of the Maersk Drilling Group’s values to develop local employees and transfer knowledge to local communities. The Maersk Drilling Group’s employees are critical to its successful operations. The Maersk Drilling Group provides three key pillars of training to ensure it is able to meet customer demands: • Compliance training: to meet regulatory and client-specific requirements; • Procedural training: to ensure that employees are capable of working with the Maersk Drilling Group’s operating procedures and systems; • Value and leadership training: to foster consistently-high performance and behaviour in accordance with the Maersk Drilling Group’s values and culture. The training programme is underpinned by the Competence Assurance System, whereby individual profiles are maintained, tracked, and verified based on their respective job activities.

Operational Processes and Systems The organisation of the Maersk Drilling Group is designed to enable excellent service delivery by allowing rig managers to focus on the customer, while centralising shared activities across similar asset types. Under this structure, three specialised asset teams serve as a single point of contact for their respective “portfolio” of individual rigs, eliminating interface complexity. The locally-based individual rig managers serve as the customers’ key point of contact, and are measured on performance and customer satisfaction. The Maersk Drilling Group creates value with its customers through a unique service delivery concept where it customises safe and efficient drilling services. The Maersk Drilling Group builds its service around its highly skilled and committed work force, its state-of-the-art offshore drilling rigs, and its 46 years of experience of operating in the most challenging environments. The Maersk Drilling Group’s operations are formalised in a Service Delivery Model, comprising of six steps: • Aligning service delivery: showcasing how the rig can be best utilised, and matching service-delivery plans with customers’ expectations; • Well plan optimisation: applying Maersk Drilling’s best practices to the customers’ well plan and helping to identify and mitigate potential risks; • Performance planning: agreeing on performance targets and establishing a foundation for future performance evaluations; • Joint mobilisation and integration: focusing on building a relationship with the customer and supporting crew performance while continuing to anticipate risks to plan; • Operations: delivering services underpinned by Plan-Do-Study-Act (“PDSA”) as described above; • After-action review: identifying learnings and areas for potential improvement, and exploring opportunities for future drilling projects. One key aspect of the delivery model, called “Plan Do Study Act”, also known as PDSA, is an application of lean manufacturing in drilling operations. Lean manufacturing is a concept that eliminates manufacturing

151 activities or actions that add no real value to the product or service. PDSA focuses on continuous improvement in daily operations through analysis and learning, and encourages a structured approach to daily operations and emphasises proper planning of the job, thorough execution and making appropriate adjustments based on any learnings once the job is finished. A second key aspect involves deliberate “Performance Planning” prior to commencing operations. Performance planning is intended to identify areas in the sequence of operations that potentially pose risks or opportunities and therefore deserve additional scrutiny. For example, by “drilling a well on paper” prior to the start of a campaign, a team may identify an opportunity for improved efficiency by resequencing certain activities between multiple wells in a shared slot. By consistently adhering to this Service Delivery Model, the Maersk Drilling Group is able to deliver wells more safely, efficiently, and reliably than industry standards. The Maersk Drilling Group’s systems and processes are designed for the benefit of both the customer and the Maersk Drilling Group for business optimisation and the ability to respond quickly to changing operations. As an example, the Maersk Drilling Group has established rig down response support from key vendors and the Maersk Drilling Group holds minimum stock levels for certain inventory items aboard the rigs, as well as critical spare parts that are available in its onshore warehouses, reducing the overall cost and downtime of supporting operations. The Maersk Drilling Group relies on information technology systems to communicate with its drilling fleet and conduct its business. The Maersk Drilling Group has implemented customary virus control systems and access control systems, and continuously evaluates its information technology and information security. Information technology systems that support for instance maintenance processes are implemented so that each drilling rig’s system is operative independently of whether the central system is operative or not (replication technology). The Maersk Drilling Group also relies upon security measures and technology to securely maintain confidential and proprietary information maintained on its information technology systems. See “Risk Factors—Risks Relating to the Maersk Drilling Group—The Maersk Drilling Group’s success depends to a large extent on IT systems, and the occurrence of a cyber-attack or other IT systems incident or break down could result in operational disruption, theft or data corruption and could cause financial or reputational harm to the Maersk Drilling Group”.

Cost Efficiency of Operation The Maersk Drilling Group adapts its business in accordance with changing industry dynamics to accommodate the environment in which it operates. Over the course of the past years, the industry has undergone shifting contract lengths, impacting the way in which the Maersk Drilling Group operates. See “Industry—Offshore Drilling Market Structure and Characteristics”. Primarily, the changing industry dynamics require drilling companies to become more agile and cost efficient; correspondingly, key differentiating factors towards customers are reactivation and mobility, which in turn support the Maersk Drilling Group’s ability to remain competitive. The Maersk Drilling Group has carried out significant cost reductions and efficiency enhancements since 2014. The cost programmes have resulted in sustainable cost reductions of approximately $200 million per year. The Maersk Drilling Group’s organisation remains well-invested and without compromise to operational excellence despite these cost reductions. Management believes that its rolling maintenance programme (which was initiated in 2014 and commenced in 2016 as part of the cost reduction and efficiency programme) will allow for a 20 – 30% capital expenditure savings potential over a five-year period and lead to a reduction in the amount of off-hire days required to perform the five-yearly SPSs. This is accomplished by performing maintenance on an ongoing, as-needed basis, as opposed to a rigid, defined schedule involving prolonged downtime. The Maersk Drilling Group has further pursued innovation-driven efficiency through its relationships with its supplier partners. The Maersk Drilling Group has partnered up with General Electric Company with a view to boosting efficiency through the collection of big data and is testing new innovative approaches in partnership with National Oilwell Varco, Inc. to optimise drilling productivity and reduce total well cost for the E&P Companies. Market conditions have forced the Maersk Drilling Group to “warm-stack” or “cold-stack” rigs to reduce costs during extended periods between contracts. The decision on the level of stacking, warm or cold, is continually reviewed based on a full cost overview and market outlook for the specific rig. The table below demonstrates the approximate typical cost levels and time periods experienced by the Maersk Drilling Group

152 during the stacking process, whilst each rig is specific given its age and length of time it has been in a stacked condition.

Jack-up rigs Floater rigs

De-activation Daily opex Re-activation De-activation Daily opex Re-activation

Cold-stacked ...... $3 – 4m Approximately Approximately $20 – 25m Approximately $25 – 35m $5,000 $10m $10,000 Approximately 3 – 6 months Approximately 3 – 6 months 2 months 2 months

Warm-stacked ...... < $1m $10,000 – $3 – 4m $2 – 4m $35,000 – $5 – 10m $20,000 $40,000 Approximately 6 – 10 weeks Approximately 6 – 12 weeks 1 month 1 month

The Maersk Drilling Group’s cost efficiency initiatives have also been designed to significantly improve the efficiency of the stacking process, and despite a higher daily operating cost, warm stacking enables the Maersk Drilling Group to achieve a lower total cost of stacking and reactivation over cycles compared to a cold stacking strategy. Management believes this warm stacking strategy positions the Maersk Drilling Group well for a market rebound as it will be able to react quickly to market and customer demand, and deliver a high operational efficiency, lower incident rate and less non-productive time when back in operation. The Maersk Drilling Group has driven down rig manning by deploying lean principles, particularly on floaters, for which standard rig manning procedures were adopted in connection with the entry into the deepwater segment. As staff costs comprise a considerable cost item in terms of total rig costs, initiatives designed to drive down rig manning have a potentially significant impact on costs relating to operating a rig. Rig manning reductions have primarily been achieved through the implementation of increased automation and streamlining of offshore processes. The Maersk Drilling Group has also improved its ability to efficiently meet demand for relatively short-duration campaigns, via its ‘Smart Mobility’ program. This initiative enables fast, agile, and cost-efficient mobilisation by adapting crewing, sourcing, and training procedures originally designed for multi-year contracts. The outcome is the ability to mobilise anywhere within three months, with standard crew principles and composition.

Health, Safety, Security and Environment (HSSE) The Maersk Drilling Group’s ability to provide safe, efficient, reliable services is crucial to its future development. The Maersk Drilling Group continuously works to improve its efforts in HSSE. The Maersk Drilling Group endeavours to develop governance structures, organisational competence, capacity and a leadership culture that promote the objective of maintaining the highest safety standards. Through this approach, the Maersk Drilling Group aims to safeguard the health of all people involved in its operations, reduce environmental risks through effective risk management, and develop a quality culture in which tasks are performed right the first time and in which the goal is to constantly strive to add value for customers. The highest priorities in all HSSE efforts are to manage risks and prevent injuries to personnel. Improved risk management and the strengthening of safety barrier management are important measures in order to ensure a high safety level and prevent major accidents. See “Risk Factors—Risks Relating to the Maersk Drilling Group—The Maersk Drilling Group’s business involves numerous operating hazards. If a significant accident or other event occurs, and is not fully covered by the Maersk Drilling Group’s insurance policies or any enforceable or recoverable indemnity, it could have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations.” Management believes that, particularly after the Macondo incident in the Gulf of Mexico, the Maersk Drilling Group’s and its competitors’ HSSE records and ability to provide safe operations have become increasingly important to compete for and win contracts. Maintenance of a strong HSSE record acts as a high barrier to entry, limiting smaller and speculative providers’ participation in the market. Management believes that it has and will continue to benefit from this trend in view of its long and robust HSSE track record. To support its HSSE efforts, the Maersk Drilling Group utilises an integrated management system called SIRIUS which provides all employees and third parties access to safe and efficient process flows and

153 reference documents that describe how activities are performed by the Maersk Drilling Group. The management system describes the overall processes necessary for effective management of the services and products provided to its customers. The system is built to support delivery of high efficiency, high quality and high HSSE performance and to support continuous improvement. SIRIUS is focused on transparency, simplicity, user friendliness and flexibility. SIRIUS enables the Maersk Drilling Group to realise its strategy by providing consistency, efficiency and transparency within its operations. It is designed to comply with the following standards: (i) ISO 9001, (ii) OHSAS 18001, (iii) ISO 14001, (iv) IMO ISM Code, (v) IMO ISPS Code and (vi) API Q2. The content of the management system is categorised into four different groups, including: • Process Perspective (processes and reference documents describing how the Maersk Drilling Group performs activities); • Organisation Perspective (organisation charts, including job descriptions); • Manuals Perspective (manuals describing processes and activities of a more technical nature, or to comply with relevant legislation); and • Compliance Perspective (descriptions and links to various legal requirements and compliance standards). SIRIUS is available to all employees via the online portal, with external users able to gain access via request. The Maersk Drilling Group’s commitment to safety is evident in its consistently-low lost time injury frequency (“LTIF”) and total recordable case frequency (“TRCF”). The LTIF represents the number, per million man hours, of on-the-job injuries that require a person to stay away from work for more than 24 hours. The TRCF represents the number of total reportable cases per million exposure hours worked during a given period. The Maersk Drilling Group’s LTIF and TRCF figures for 2016, 2017 and 2018 respectively were 0.49, 0.53 and 0.92 LTIF, and 2.44, 2.66 and 2.62 TRCF. According to the International Association of Drilling Contractors, an industry association, comparable figures for the wider industry for 2016 and 2017 were 0.41 and 0.51 LTIF, and 1.71 and 1.85 TRCF, respectively.

Legal This section describes legal and other general matters relating to the Maersk Drilling Group, including insurance, material contracts entered into outside the ordinary course of business, government regulation, property, plants and equipment, intellectual property rights and legal proceedings, investigations and other regulatory matters.

Insurance The Maersk Drilling Group maintains insurance coverage for damage to its drilling rigs, third-party liability, workers’ compensation and employers’ liability, sudden and accidental pollution and other types of loss or damage. The insurance coverage is subject to deductibles that must be met prior to any recovery. Additionally, the insurance is subject to exclusions and limitations, and the Maersk Drilling Group can provide no assurance that such coverage will adequately protect it against liability from all potential consequences and damages. The Maersk Drilling Group’s current insurance policies provide coverage for loss or damage to its fleet of drilling rigs on an agreed value basis (which varies by unit) subject to a deductible of $7.5 million per occurrence. This coverage does not include damage to its rigs arising from a Gulf of Mexico named windstorm. The Maersk Drilling Group maintains insurance policies providing limited coverage for liability associated with negative environmental impacts of a sudden and accidental pollution event, third-party liability, employers’ liability and automobile liability, and these policies are subject to various exclusions, deductibles and underlying limits. In addition, it maintains excess liability coverage with an annual aggregate limit of $900 million except for liabilities (including removal of wreck) arising out of a Gulf of Mexico named windstorm. The Maersk Drilling Group can provide no assurance it will be able to secure coverage of a similar nature with similar limits at comparable costs when its coverage is due to be renewed. See “Risk Factors—Risks Relating to the Maersk Drilling Group—The Maersk Drilling Group’s business involves numerous operating hazards. If a significant accident or other event occurs, and is not fully covered by the Maersk Drilling Group’s insurance policies or any enforceable or recoverable indemnity, it could have a

154 material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations.”

Material Contracts Entered into Outside the Ordinary Course of Business Save as disclosed below, there are no contracts (other than those entered into in the ordinary course of business) to which the Maersk Drilling Group is a party, which (i) are, or may be, material to the Maersk Drilling Group in terms of value or strategic importance and, which have been entered into in the two years immediately preceding the date of this Listing Document; or (ii) contain any obligations or entitlements, which are, or may be, material to the Maersk Drilling Group as of the date of this Listing Document.

Maersk Decom A/S In April 2018, the Maersk Drilling Group entered into a 50:50, Danish law governed, joint venture agreement with Maersk Supply Service A/S to establish Maersk Decom A/S, for the purposes of providing bundled oil field decommissioning services. The joint investment is of approximately $20 million covering the first three years of operation paid in tranches over the period started in the first half of 2018. The joint venture agreement provides for Maersk Decom A/S to be funded by its own cash flow, however, it can request funding from each shareholder, up to each shareholder’s annual funding commitment. No commitments have been made with regards to additional funding. The Maersk Decom A/S joint venture agreement contains customary terms regarding shared decision-making provisions, decisions that must be approved unanimously, pre-emption rights, restrictions on transfer of shares, valuation, deadlock provisions, non-compete obligations and confidentiality provisions.

Financing Arrangements Please refer to “Operating and Financial Review—Liabilities and Indebtedness” for a description of the Maersk Drilling Group’s financing arrangements and the Facilities Agreements.

Branding Agreement Please refer to “—Intellectual Property Rights” for a description of the Maersk Drilling Group’s future use of a number of trademarks, names, vessel and rig names and other designations including “Maersk Drilling” as trademark and company name, the Maersk blue colour and the seven-pointed star.

Demerger Agreement Please refer to “The Demerger—Continuing arrangements between Maersk and ListCo post the Demerger” for a description of the Demerger Agreement.

Listing Agreement Please refer to “Terms and Conditions of the Demerger—Listing Agreement” for a description of the Listing Agreement.

Governmental Regulation Many aspects of the Maersk Drilling Group’s operations are subject to governmental regulation, including those relating to environmental protection and pollution control, licensing and permitting, equipment specifications, and training requirements. Changes in any of the applicable regulatory regimes could increase the costs of the Maersk Drilling Group’s operations and could reduce exploration activity in the areas in which it operates. Environmental regulations are particularly numerous and stringent in the offshore industry. See “Risk Factors—Risks Relating to the Maersk Drilling Group—If the Maersk Drilling Group or its customers are unable to acquire or renew permits and approvals required for drilling operations or are unable to comply with regulations required to maintain such permits and approvals, the Maersk Drilling Group may be forced to suspend or cease its operations, and its profitability may be reduced.” For example, pursuant to the U.S. Clean Water Act, a National Pollutant Discharge Elimination Permit is required for discharges into the Gulf of Mexico. The permit holder is the designated responsible party for any environmental impacts that occur in the event of the discharge of any unpermitted substance, including a fuel spill or oil leak from an offshore installation such as a mobile drilling unit. The U.K. Offshore Safety Directive requires the Maersk Drilling Group to have an approved Oil Pollution Emergency Plan for each drilling unit operating in

155 U.K. waters, and specifies additional regulations in European Union waters related to safety, licensing, environmental protection, emergency response and liability. Pursuant to the Danish Act on Offshore Safety a permit is required for the commencement of operations of certain facilities. For mobile non-production facilities, a permit can only be granted for a period of five years and a renewal hereof is subject to possible new terms set out by the relevant authority. Additionally, pursuant to the International Maritime Organization (“IMO”), the Maersk Drilling Group is required to have a Shipboard Oil Pollution Emergency Plan (“SOPEP”) for each of its drilling units. Its SOPEP establishes detailed procedures for rapid and effective response to spill events that may occur as a result of its operations or those of the E&P Company. This plan is reviewed annually and updated as necessary. On-board drills are conducted periodically to maintain effectiveness of the plan, and each rig is outfitted with equipment to respond to minor spills. As the designated responsible party, an E&P Company has the primary responsibility for spill response, including having contractual arrangements in place with emergency spill response organisations to supplement any on-board spill response equipment. Pursuant to its SOPEPs, the Maersk Drilling Group has certain resources and supplies on-board its drilling units to mitigate the impact of an incident until an emergency spill response organisation can deploy its resources. However, the Maersk Drilling Group also has an agreement with an emergency spill response organisation if an incident that exceeds the scope of on-board spill response equipment occurs. The Maersk Drilling Group’s primary spill response provider in the U.S. waters is National Response Corporation (“NRC”), a contracted oil spill response organisation. NRC has been in business since 1992 and specialises in helping industries prevent and clean up oil and other hydrocarbon spills. The provider has represented it holds all necessary licenses, certifications and permits to respond to environmental emergencies in the Gulf of Mexico and maintains contacts with other response resources and organisations outside the Gulf of Mexico. Oil and natural gas operations in many of the jurisdictions in which the Maersk Drilling Group operates are subject to regulation with respect to well design, casing and cementing and well control procedures, as well as rules requiring E&P Companies to systematically identify risks and establish safeguards against those risks through a comprehensive safety and environmental management system, or SEMS. Any serious oil and natural gas industry related event heightens governmental and environmental concerns and may lead to legislative proposals being introduced, which may materially limit or prohibit offshore drilling in certain areas. New regulations continue to be implemented, including rules regarding drilling systems and equipment, such as blowout preventer and well-control systems and lifesaving systems, as well as rules regarding employee training, engaging personnel in safety management and requiring third-party audits of SEMS programmes. On 28 July 2016, BSEE published a final rule, Oil and Gas and Sulfur Operations in the Outer Continental Shelf-Blowout Preventer Systems and Well Control to implement recommendations of the Deepwater Horizon Commission. The regulations took effect on 28 July 2016, with a number of requirements to be phased in over several years. A failure to comply with applicable environmental laws and regulations, or to obtain or maintain necessary environmental permits and approvals, or even an accidental release of oil or other hazardous substances in connection with the Maersk Drilling Group’s operations could subject the Maersk Drilling Group to significant administrative and civil fines and penalties, criminal liability, remediation costs, third party damages, and material adverse publicity, or may result in the suspension or termination of its operations, any or all of which could materially affect its financial position, operations and liquidity. The Maersk Drilling Group’s contracts typically allocate primary responsibility for environmental pollution resulting from the customer’s use of the Maersk Drilling Group’s rigs to the customer, and for pollution originating from the rigs to the Maersk Drilling Group. While the Maersk Drilling Group has traditionally been able to obtain some degree of contractual indemnification from its customers against liability for pollution, well, and environmental damage, such provisions may not provide complete protection to the Maersk Drilling Group from the potential costs associated with such liabilities. This may be because (i) the contractual indemnity provisions require the Maersk Drilling Group to assume a portion of liability, (ii) the Maersk Drilling Group’s customers may not have the financial resources necessary to honour the contractual indemnity provisions, and/or (iii) the contractual indemnity provisions may be unenforceable under applicable law. See “Risk Factors—Risks Relating to the Maersk Drilling Group—The Maersk Drilling Group may be subject to liability under multifaceted environmental laws and regulations and contractual environmental liability, which could have a material adverse effect on the Maersk Drilling Group’s business, results of operations and financial condition.” Regulatory compliance has and may continue to materially impact the Maersk Drilling Group’s capital expenditures and earnings, particularly in the event of an environmental incident. Given the state-of-the-art

156 design of its floaters and high specification of its jack-up fleet, Management believes it is well positioned competitively to its peers to be able to comply with current and future governmental regulations.

Property, Plants and Equipment The Maersk Drilling Group’s headquarters are located in Lyngby, Denmark, where the Maersk Drilling Group leases office space of a total of approximately 22,337 square metres (240,434 square feet). The Maersk Drilling Group also leases a number of other properties across the world of which the Norwegian office located in Stavanger, Norway with approximately 6,893 square metres (74,196 square feet) of office space and the Singaporean office located in Singapore with approximately 510 square meters (5,487 square feet) of office space are the most important. The Maersk Drilling Group does not directly own any properties. However, Maersk owns the property Dyrekredsen 20A, DK-5700 Svendborg, Egense By, Egense, a hotel connected to a training facility. The property is valued at DKK 26 million as of 31 December 2018. In connection with the Demerger the ownership of the property will be transferred to ListCo. Other than the rigs owned and operated by the Maersk Drilling Group, see “—Drilling Fleet” above, and the spare parts of equipment owned to support the maintenance and operation of the rigs no individual property is considered material to the Maersk Drilling Group.

Intellectual Property Rights The Maersk Drilling Group relies on a combination of intellectual property laws, confidentiality procedures and contractual provisions to protect its innovation and developments for future services and its brand. The Maersk trademarks (for example, the trademarks “Maersk”, the Maersk blue colour and the seven-pointed star as well as the “Maersk Drilling” trademark and company name) are not owned by the Maersk Drilling Group. However, Maersk, APMH and MDH will enter into a Branding Agreement effective as of completion of the Demerger regarding the Maersk Drilling Group’s use of a number of trademarks, names, vessels and rig names and other designations including “Maersk Drilling” as trademark and company name, the Maersk blue colour and the seven-pointed star. As part of the Branding Agreement, MDH and ListCo will enter into a Sub-Use Rights Agreement extending the rights and obligations granted and imposed on MDH to ListCo, except that ListCo is not entitled to include “Maersk Drilling”, “MD” or similar designations in its company name. The Branding Agreement will provide the Maersk Drilling Group with the right to use the Maersk trademarks for any business operations in relation to services within the offshore drilling services industry (including all business activities that are (i) carried out by the Maersk Drilling Group as of the effective date of the Branding Agreement or (ii) part of Maersk Drilling Group’s communicated strategic ambition as of the effective date of the Branding Agreement) as well as business operations that are a natural development of its current business operation as defined in the Branding Agreement. The Branding Agreement also permits the Maersk Drilling Group to use a number of internet domains. The most important of these domains is www.maerskdrilling.com. The use right is subject to a number of specific use requirements and obligations, including compliance with the Maersk brand manual, the Maersk values and only to use the trademarks in specific forms and manners (e.g. only as “Maersk Drilling” and not on a stand-alone basis, except for subsidiaries and vessels, which include Maersk on a stand-alone basis as of the effective date of the Branding Agreement and subject to confirmation from Maersk and APMH). In addition to the parties’ right to terminate the Branding Agreement in case of breach and insolvency proceedings, the Branding Agreement is further subject to a number of termination provisions allowing Maersk and/or APMH the right to terminate (generally with 12 months’ notice) in case of certain events constituting a change of control under the Branding Agreement). Additionally, Maersk may terminate the Branding Agreement if APMH is no longer a subsidiary of the APM Foundation. Finally, Maersk and APMH may jointly terminate the Branding Agreement without cause with 18 months’ notice, and MDH has the same right with six months’ notice. Upon termination, the Maersk Drilling Group shall cease use of the Maersk trademarks and remove any references thereto within the applicable notice period, including changing company names, repaint and rename vessels, etc., subject to a number of practical reservations in terms of timing, including a certain co-branding period after termination. See “Risk Factors—Risks Relating to the Maersk Drilling Group—The Maersk Drilling Group may become unable or subject to inability restrictions in continued use of a number of trademarks, names, vessels and rig names and other designations including “Maersk Drilling” as trademark and company name, the Maersk blue colour and the seven-pointed star currently used by the Maersk Drilling Group.”

157 Moreover, Maersk Drilling is not registered independently as a trademark, but is instead registered in Nice Class 37 in a number of jurisdictions relevant to the Maersk Drilling Group’s operation and marketing. This provides protection of Maersk Drilling as a trademark as the original trademark is wholly contained therein such that the Maersk Drilling Group can use the trademark under the Branding Agreement. No trademarks are currently registered by the Maersk Drilling Group. The Maersk Drilling Group owns a number of patents. However, whenever Maersk Drilling Group acquires a new rig from a supplier, a substantial percentage of the components and technology of the rig are protected by patents, held by the suppliers or sub-suppliers. As a result, the majority of the intellectual property rights relating to the Maersk Drilling Group are owned by the Maersk Drilling Group’s suppliers or sub-suppliers or covered by the Branding Agreement with Maersk and APMH.

Legal Proceedings, Investigations and Other Regulatory Matters From time to time, the Maersk Drilling Group is involved in litigation matters and may be subject to fines, including in relation to HSSE matters, arising in the ordinary course of business. Management does not believe that any of the liabilities arising from the outcome of such matters, individually or in the aggregate, will have a significant effect on its financial position or profitability. The Maersk Drilling Group has not within the last twelve months from the date of this Listing Document been, and is not currently, party to any governmental, litigation, administrative, arbitration or dispute proceedings that could have, or have had in the recent past, a material adverse effect on the Maersk Drilling Group’s business, results of operations or financial condition. Management is not aware of any threatened or potential dispute or governmental proceeding that could have a material adverse effect on the Maersk Drilling Group’s business, results of operations or financial condition in the future.

158 FINANCIAL POLICY AND DIVIDENDS DISTRIBUTED General All Shares have the same rights in respect of eligibility to receive dividends and participate in share buybacks.

Financial Policy The Maersk Drilling Group has adopted a financial policy which is expected to apply to ListCo. The objective of the financial policy’s capital structure policy is to enable the Maersk Drilling Group to manage through the cyclicality of the offshore drilling industry. The Maersk Drilling Group shall have sufficient committed funding available to support business strategy as well as a long-term funding view to minimise refinancing risk and secure a solid capital structure over the business cycle. To enable focus on creating long-term shareholder value, taking into account the cyclicality of the offshore drilling industry, the allocation of free cash flows shall primarily support the Maersk Drilling Group’s long-term strategic ambition. Free cash flow is therefore allocated as follows: (i) Maintaining a solid capital structure with sufficient funding available to support business strategy; (ii) Pursue investments adding long-term value to the shareholders; and (iii) Return surplus capital to shareholders via dividends or share buybacks. The Facilities Agreements provide that ListCo shall be permitted to pay dividends, make distributions to its shareholders or repurchase shares as long as (i) no default or event of default under the Facilities Agreement is then in existence or would occur from such payment, distribution or acquisition and (ii) both before and immediately after giving effect to such dividend, distribution or acquisition, ListCo can demonstrate (pro forma) compliance with the financial covenants pursuant to the Facilities Agreement. See “Operating and Financial Review—Liabilities and Indebtedness” for a description of the financial covenants contained in the Facilities Agreements. The payment of dividends, if any, will in general depend on a number of factors, including future profits, financial position, general economic and business conditions, future prospects, strategic initiatives and such other factors as the Board of Directors may deem relevant as well as applicable legal and regulatory requirements. As an alternative or in addition to making dividend payments, the Board of Directors may initiate share buybacks subject to authorisation by the general meeting. A decision by the Board of Directors to engage in share buybacks, if any, will be made in accordance with the factors applicable to dividend payments set forth above. There can be no assurance that in any given year a dividend or share buyback will be proposed or declared or that ListCo’s financial performance will allow it to adhere to the dividend policy. ListCo’s ability to pay dividends or buy back shares may be impaired as a result of various factors, including materialisation of any of the risks described in this Listing Document. See “Risk Factors”. Furthermore, the dividend policy is subject to change as decided by the Board of Directors from time to time. Statements relating to potential future dividends and share buybacks constitute forward-looking statements. Forward-looking statements are not guarantees of future financial performance and actual dividends or share buybacks could differ materially from those expressed or implied by such forward-looking statements as a result of many factors, including those described in “Risk Factors” and “Special Notice Regarding Forward-Looking Statements”.

Historical Dividends As ListCo will be established at completion of the Demerger, ListCo has not paid out dividends historically. In respect of the financial year 2016, MDH declared and paid a dividend to Maersk, i.e. an intercompany dividend, of $500 million corresponding to $1,000 per share in MDH. MDH did not pay out dividends in respect of the financial year 2017. In 2018, interim dividends totalling $3,337 million corresponding to $6,674 per share in MDH were declared to MDH’s sole shareholder Maersk in connection with the termination of the previous cash-pool set-up with Maersk and establishment of the Maersk Drilling Group’s separate financing arrangements under the Facilities Agreements and drawings made hereunder. Of the dividends declared in 2018, $174 million were distributed and settled by MDH’s assumption of debt owed by Maersk to a third party in December 2018, $1,326 million were paid and distributed in cash in December 2018, and $1,837 million were distributed and settled by MDH’s assumption of certain inter-company debt obligations owed by Maersk to the Maersk Drilling Group in November 2018. See “Operating and Financial

159 Review—Liabilities and Indebtedness” for a description of the Facilities Agreements. No interim dividend has been paid since 1 January 2019 to the date hereof.

Legal and Regulatory Requirements Dividends In accordance with the Danish Companies Act, ordinary dividends, if any, are declared with respect to a financial year at the annual general meeting in the following year, at the same time as the statutory annual report, which includes the audited financial statements for that financial year, is approved. Further, the general meeting may resolve to distribute interim dividends or authorise the Board of Directors to decide on the distribution of interim dividends. Any resolution to distribute interim dividends within six months after the date of ListCo’s latest adopted annual report must be accompanied by a statement on the financial position from ListCo’s latest annual report or an interim statement of financial position, which must be reviewed by ListCo’s auditor. If the decision to distribute an interim dividend is passed more than six months after the date of ListCo’s latest adopted annual report, an interim statement of financial position must be prepared and reviewed by ListCo’s auditor. The statement on the financial position or the interim statement on the financial position, as applicable, must show that sufficient funds in ListCo are available for distribution. Dividends may not exceed the amount recommended by the Board of Directors for approval by the general meeting. Moreover, dividends, including interim dividends, may only be made out of distributable reserves, may not exceed an amount that is considered sound and adequate with regard to the financial condition of ListCo and may not be to the detriment of ListCo’s creditors and otherwise must satisfy such other factors, as the Board of Directors may deem relevant. As part of the Demerger to be approved at the General Meeting to be held on 2 April 2019, the Board of Directors of ListCo is expected to be authorised to distribute interim dividends, but it is currently not expected that the Board of Directors will do so. Any decision by the Board of Directors to use such authorisation will be subject to compliance with statutory requirements in the Danish Companies Act. Under the Danish Companies Act, the authorisation to distribute interim dividend cannot be exercised until ListCo’s annual report for the financial year ending 31 December 2019 has been approved at ListCo’s annual general meeting. Dividends paid to ListCo’s shareholders may be subject to withholding tax. See “Taxation” for a description of Danish withholding taxes in respect of dividends declared on the Shares and certain other Danish income tax considerations relevant to the purchase or holding of Shares.

Share buybacks Any share buyback shall as a main rule be carried out in accordance with an authorisation granted by the general meeting. In accordance with the Danish Companies Act, share buybacks, if any, may only be carried out if authorised by the Board of Directors using funds that could have been distributed as dividends at the latest annual general meeting. The authorisation shall be granted for a specific period of time which may not exceed five years. The authorisation shall specify the maximum permitted value of treasury shares as well as the minimum and maximum amount that ListCo may pay as consideration for such shares. The Board of Directors is expected to be authorised in the period following completion of the Demerger and until 1 April 2024 to approve the acquisition of treasury shares to the extent that the nominal value of ListCo’s total holding of treasury shares at no time exceeds 10% of ListCo’s nominal share capital. The consideration may not deviate by more than 10% from the official price quoted on Nasdaq Copenhagen at the time of the acquisition. Under the Danish Companies Act, the authorisation to acquire treasury shares cannot be exercised until ListCo’s annual report for the financial year ending 31 December 2019 has been approved at ListCo’s annual general meeting. Share buybacks will be deemed a sale of shares for Danish tax purposes and as a general rule are not subject to Danish withholding tax, provided that ListCo is admitted to trading on a regulated market. See “Taxation” for a description of Danish withholding taxes and certain other Danish income tax considerations relevant to the purchase or holding of Shares.

160 Other Requirements Delivery of the Shares is expected to take place within two business days after the Demerger Record Date on 5 April 2019 at 5:59 p.m. CEST., and is expected to be on or around 8 April 2019. Registration through the holder’s account holding bank will take place as soon as practically possible completion of the Demerger. Dividends, if any, will be paid in accordance with the rules of VP Securities, as in force from time to time, and will be paid to the shareholders’ accounts with their account holding banks in Danish kroner to those recorded as beneficiaries. Dividends not claimed by shareholders are forfeited in favour of ListCo, normally after three years, under the general rules of Danish law or statute of limitations. Under the Articles of Association and applicable Danish law, there are no dividend restrictions or special procedures for non-Danish resident holders of Shares.

161 CAPITALISATION AND INDEBTEDNESS The following table sets forth the Maersk Drilling Group’s capitalisation, indebtedness and cash and bank balances as of 31 December 2018 based on the Consolidated Financial Statements. You should read this table in conjunction with the Maersk Drilling Group’s consolidated financial information and the notes thereto included elsewhere in this Listing Document and “Operating and Financial Review”.

31 December 2018 (in USD millions) Cash and bank balances Cash and bank balances ...... 372 Total cash and bank balances ...... 372 Current borrowings Guaranteed ...... — Secured ...... 95 Unguaranteed/Unsecured ...... — Total current borrowings ...... 95 Non-current borrowings Guaranteed ...... — Secured ...... 1,375 Unguaranteed/Unsecured ...... — Total non-current borrowings ...... 1,375 Shareholders’ funding Total equity ...... 3,810 Net debt (non-IFRS)(1) ...... 1,097 Net debt/EBITDA (non-IFRS) ...... 1.8

(1) See “Operating and Financial Review—Use of Non-IFRS Financial Measures”.

162 SELECTED CONSOLIDATED FINANCIAL AND OPERATING INFORMATION The selected consolidated financial information comprising selected consolidated income statements, balance sheet and cash flow statements shown below has been derived from the Consolidated Financial Statements. The selected Non-IFRS Figures and Ratios below have been derived from the Maersk Drilling Group’s regularly maintained records and operating systems. You should read the following data together with the Consolidated Financial Statements including the notes to those financial statements and the “Operating and Financial Review”.

Income Statement

For the year ended 31 December 2018 2017 2016 (in USD millions) Revenue ...... 1,429 1,439 2,297 Costs ...... (818) (756) (916) Profit before depreciation and amortisation, impairment losses/reversals, and special items ...... 611 683 1,381 Special Items ...... (16) 2 16 Profit before depreciation and amortisation and impairment losses/reversals . . 595 685 1,397 Depreciation and amortisation ...... (403) (468) (589) Impairment losses/reversals ...... 810 (1,769) (1,510) Share of results in joint ventures ...... (1) — — Profit/loss before financial items ...... 1,001 (1,552) (702) Financial expenses, net ...... (12) (19) (89) Profit/loss before tax ...... 989 (1,571) (791) Tax ...... (48) 49 1 Profit/loss for the year ...... 941 (1,522) (790) Earnings per share, USD(1) ...... 1,882 (3,044) (1,580) Diluted earnings per share, USD(1) ...... 1,882 (3,044) (1,580)

(1) Refer to the consolidated statement of changes in equity.

163 Balance Sheet

As of 31 December 2018 2017 2016 (in USD millions) Intangible assets ...... 56 85 109 Property, plant and equipment ...... 4,845 4,270 5,974 Financial non-current assets, etc...... 3 2 31 Deferred tax ...... 2 20 16 Total non-current assets ...... 4,906 4,377 6,130 Trade receivables ...... 339 297 288 Loans receivables ...... 2 3,390 4,134 Other receivables ...... 37 60 96 Prepayments ...... 58 79 101 Receivables, etc...... 436 3,826 4,619 Cash and bank balances ...... 372 49 460 Total current assets ...... 808 3,875 5,079 Total assets ...... 5,714 8,252 11,209 Share capital ...... 87 87 87 Reserves ...... 3,723 6,122 8,170 Dividend proposed for the year ...... — — 500 Total equity ...... 3,810 6,209 8,757 Borrowings, non-current ...... 1,375 — 1,939 Provisions ...... 2 2 1 Deferred tax ...... 60 68 108 Other non-current liabilities ...... 62 70 109 Total non-current liabilities ...... 1,437 70 2,048 Borrowings, current ...... 95 1,632 14 Provisions ...... 26 8 20 Trade payables ...... 196 163 148 Tax payables ...... 40 41 70 Other payables ...... 71 81 95 Deferred income ...... 39 48 57 Other current liabilities ...... 372 341 390 Total current liabilities ...... 467 1,973 404 Total liabilities ...... 1,904 2,043 2,452 Total equity and liabilities ...... 5,714 8,252 11,209

164 Cash Flow Statement

As of 31 December 2018 2017 2016 (in USD millions) Profit/loss before financial items ...... 1,001 (1,552) (702) Depreciation, amortisation and impairment losses/reversals, net ...... (407) 2,237 2,099 Gain on sale of non-current assets, etc., net ...... — — 1 Change in working capital ...... 11 53 58 Change in provisions, etc...... 16 (8) (1) Taxes paid, net ...... (28) (78) (92) Cash flow from operating activities ...... 593 652 1,363 Purchase of intangible assets and property, plant and equipment ...... (155) (508) (338) Sale of intangible assets and property, plant and equipment ...... 21 — 10 Sale of subsidiaries and activities ...... — 60 — Other financial investments, net ...... (2) — — Cash flow used for investing activities ...... (136) (448) (328) Financial income received ...... 47 38 16 Financial expenses paid ...... (63) (70) (74) Proceeds from/(repayment of) borrowings, net ...... 1,208 (583) (541) Dividends distributed ...... (1,326) — — Cash flow from financing activities ...... (134) (615) (599) Net cash flow for the year ...... 323 (411) 436 Cash and bank balances 1 January ...... 49 460 44 Currency translation effect on cash and bank balances ...... 0 0 (20) Cash and bank balances 31 December ...... 372 49 460

Cash and bank balances at 31 December 2018 include $0 million (2017: $16 million / 2016: $24 million) that relates to cash and bank balances in countries with exchange control or other restrictions. These funds are not readily available for general use by the Maersk Drilling Group.

Key Non-IFRS Figures and Ratios

As of 31 December 2018 2017 2016 (in USD millions) EBITDA before special items(1) (non-IFRS) ...... 611 683 1,381 EBITDA(2) (non-IFRS) ...... 595 685 1,397 Net debt (receivable)(3) (non-IFRS) ...... 1,097 (1,809) (2,668) Capex(4) ...... 182 520 307 Of which Newbuilding Capex (non-IFRS) ...... — 450 231 Of which Maintenance Capex (non-IFRS) ...... 146 62 7 Of which Other Capex (non-IFRS) ...... 36 8 69 Adjusted free cash flow(5) (non-IFRS) ...... 457 593 1,267 EBITDA margin before special items(1) (non-IFRS) ...... 43% 47% 60% Cash conversion(6) (non-IFRS) ...... 100% 95% 98% Asset turnover(7) (non-IFRS) ...... 31% 28% 33% Equity ratio(8) (non-IFRS) ...... 67% 75% 78% Net debt (receivable)/EBITDA before special items (non-IFRS) ...... 1.8 (2.6) (1.9)

(1) EBITDA before special items equals Profit before depreciation and amortisation, impairment losses/reversals, and special items in the income statement. See “Operating and Financial Review—Use of Non-IFRS Financial Measures” for a reconciliation of EBITDA before special items to the nearest IFRS measure for the periods indicated. EBITDA margin before special items is defined as Profit before depreciation and amortisation, impairment losses/reversals, and special items divided by revenue. (2) EBITDA equals profit before depreciation, amortisation and impairment losses/reversals in the income statement. See “Operating and Financial Review—Use of Non-IFRS Financial Measures” for a reconciliation of EBITDA to the nearest IFRS measure for the periods indicated.

165 (3) Net debt (receivable) is defined as, at any time, the aggregate amount of interest-bearing debt (comprising borrowings and current and non-current portions of the long-term debt) with deducting of the aggregate amount of cash and bank balances and any interest-bearing receivables. Net debt/EBITDA before special items is defined as net debt divided by EBITDA before special items. See “Operating and Financial Review—Use of Non-IFRS Financial Measures”. (4) Capex is defined as investments in intangible assets and property, plant and equipment, including additions from business combinations. Newbuilding Capex comprises investments in new rigs. Maintenance Capex comprises investments to maintain the operational capabilities of non-current assets, including compliance with regulatory requirements, and marketability of the rigs at current level. Other Capex comprises all other investments including costs to enhance the operational capabilities and marketability of the rigs. A number of factors are considered in determining whether a specific capex is classified as maintenance or other capex. See “Operating and Financial Review—Use of Non-IFRS Financial Measures”. (5) Adjusted free cash flow is defined as Cash flow from operating activities less Cash flow used for investing activities, adjusted for Newbuilding Cash flow and proceeds from sale of activities. See “Operating and Financial Review—Use of Non-IFRS Financial Measures”. (6) Cash conversion is defined as Cash flow from operating activities as a percentage of EBITDA. (7) Asset turnover is defined as Revenue as a percentage of average intangible assets and property, plant and equipment of current and prior years. (8) Equity ratio is defined as Equity as a percentage of Total assets.

166 OPERATING AND FINANCIAL REVIEW Overview Headquartered in Lyngby, Denmark, the Maersk Drilling Group is part of the global offshore contract drilling industry providing offshore drilling services to E&P Companies in support of their (upstream) exploration and development activities. The Maersk Drilling Group owns and operates a modern fleet of offshore rigs and generates revenue by leasing rigs and providing services to E&P Companies. As of 15 February 2019, the Maersk Drilling Group’s fleet comprises 23 rigs in two different operating segments (each segment is reported separately): • Jack-up rigs. Of the 15 jack-up rigs, the Maersk Drilling Group operates: (i) eight ultra harsh environment jack-up drilling rigs—five are operating and one is preparing for contract in the Norwegian part of the North Sea, one is operating and one is warm-stacked in the UK part of the North Sea; (ii) four harsh environment jack-up rigs, of which two are operating in the Dutch part of the North Sea, one is operating and one is preparing for contract in the UK part of the North Sea; (iii) two premium jack-up rigs, of which one is operating in Brunei and one is cold-stacked in Singapore; and (iv) one accommodation jack-up rig operating in the Danish part of the North Sea. • Floaters. Of the eight floaters, the Maersk Drilling Group operates: (i) four drillships, of which three are operating offshore in Ghana and one is warm-stacked in the Gulf of Mexico; and (ii) four semi-submersible rigs, of which one is operating in Egypt, one is operating in the Caspian Sea, one is preparing for contract in Timor-Leste and one is warm-stacked in Trinidad and Tobago. In addition, one jack-up rig (Mærsk Giant) is currently held-for-sale and cold stacked in Denmark ahead of disposal, with the sale expected to be completed during 2019. Revenue and EBITDA before special items (non-IFRS) by operating segment for the year ended 31 December 2018 was as follows:

Year ended 31 December 2018 2017 2016 (in USD millions) Jack-up rigs Revenue ...... 896 890 1,012 EBITDA before special items (non-IFRS) ...... 459 473 545 Floaters Revenue ...... 530 541 1,266 EBITDA before special items (non-IFRS) ...... 163 209 832

Segment Overview The allocation of business activities into segments is in line with the internal management reporting provided to the chief operating decision maker. The reportable segments are as follows: Jack-up rigs. Jack-up rigs operating in depths up to 500 feet and comprise the aggregated operating segments, harsh environment jack-up rigs and international jack-up rigs, as they have similar economic characteristics, share the same customers and are largely interchangeable. Floaters. Semi-submersible rigs and drillships operating in depths up to 12,000 feet. Segment profit/loss (defined as profit/loss before depreciation and amortisation, impairment losses/reversals and special items) comprise items directly related to or which can be allocated to segments. Costs in group functions are allocated to reportable segments if they can be allocated to segments. Financial assets, liabilities, income and expenses from these items, and tax are not attributed to reportable segments.

Factors Affecting Results of Operations The primary factors that have affected the Maersk Drilling Group’s results of operations during the years ended 31 December 2018, 2017 and 2016 and that can be expected to affect the Maersk Drilling Group’s results of operations in the future, are: (i) day rates and utilisation; (ii) cost base; (iii) Newbuildings and valuation of the fleet; (iv) customers’ E&P spending including expiration and/or termination of existing contracts; and (v) currency.

167 Day Rates and Utilisation The main driver of revenue for oil and natural gas drilling service providers, such as the Maersk Drilling Group, is the ability of such providers to maximise both the day rates paid by customers and the utilisation of the rigs and other equipment. Day rates are generally linked to specific markets and types of oil field and can fluctuate widely, depending on the market where the equipment is operating. Operating day rates generally differ from customer to customer and from market to market. For the year ended 31 December 2018, the Maersk Drilling Group’s operating day rates for its jack-up rigs segment averaged $213 thousand ($227 thousand in 2017 and $249 thousand in 2016, respectively). For the year ended 31 December 2018, the Maersk Drilling Group’s operating day rates for its floaters segment averaged $293 thousand ($333 thousand in 2017 and $564 thousand in 2016, respectively). Since 2014, the general trend across all operating segments of the Maersk Drilling Group has been declining operating day rates. However, with recent increases in activity levels, certain of the Maersk Drilling Group’s contracts have been negotiated to have operating day rates above what was contracted in 2017. Utilisation for the jack-up rigs segment decreased from 82% for the year ended 31 December 2016 to 71% for the year ended 31 December 2017 and to 73% for the year ended 31 December 2018 primarily as a result of an increase in idle days. Utilisation for the floaters segment decreased from 77% for the year ended 31 December 2016 to 56% for the year ended 31 December 2017 and to 62% for the year ended 31 December 2018, also caused by an increase in idle days. Total fleet utilisation decreased from 80% for the year ended 31 December 2016 to 66% for the year ended 31 December 2017 and to 69% for the year ended 31 December 2018.

Cost Base In 2014, the Maersk Drilling Group initiated a cost reduction and enhancement programme, leading to reduction in costs of approximately $303 million from 2014 to 2017. Adjusting for the lower activity with changes in fleet utilisation (i.e. lower costs associated with stacked rigs) the sustainable annual cost reduction was approximately $200 million from 2015 to 2017. The cost savings have been achieved primarily through a strong focus on operational and maintenance costs, but also by optimising yard stays, vendor re-negotiations, reduction of staff onshore, layoffs of rig crews, as well as salary reductions and salary freeze and general optimisation of the operations. Variables for the Maersk Drilling Group’s cost base include staff costs, including offshore crew and catering, and other external costs such as repair and maintenance, catering, and administrative costs. Staff costs include compensations for employee services, pensions, and other social contributions. Compensation is paid to or on behalf of employees in exchange for active services. Compensation includes wages and salaries, overtime payment, bonuses, compensated absence (for example, lieu days, holiday, maternity leave and sick leave), and non-monetary benefits, such as company car and medical care. Other costs include, amongst other items, overhead, facility, insurance and rentals. The table below sets forth a breakdown of the principal cost line items for the years ended 31 December 2018, 2017 and 2016:

Year ended 2018 2017 2016 (in USD millions) Operating costs ...... 734 690 826 SG&A costs ...... 84 66 90 Total costs ...... 818 756 916 Staff costs Wages and salaries ...... 365 365 483 Severance payments ...... 2 (2) 9 Pension costs ...... 30 25 33 Other social security costs ...... 8 6 9 Total Staff costs ...... 405 394 534

168 Newbuildings and valuation of the fleet The Maersk Drilling Group has one of the industry’s youngest and most advanced fleets comprising of 15 jack-up rigs and eight floaters. Rigs are geographically located worldwide and supported by the Maersk Drilling Group’s corporate structure with foreign subsidiaries and local branches, enabling the Maersk Drilling Group to service customers globally. Fleet locations and operations include West Africa, the Middle East, South East Asia, the Caspian Sea, the UKCS and the Norwegian part of the North Sea, where the Maersk Drilling Group is a market leader with eight ultra harsh environment jack-up rigs able to operate in the Norwegian market and four harsh environment jack-up rigs able to work in Danish, UK and Dutch parts of the North Sea. The Maersk Drilling Group’s floaters are equipped with cutting edge dynamic positioning systems to accommodate fixed operations at depths of up to 3,500 metres during severe weather conditions with waves of up to 36 feet and wind speeds of up to 85 feet per second. The table below sets forth some of the Maersk Drilling Group’s most recent Newbuildings/acquisitions:

Year of Investment Cost Rig Type delivery/acquisition (in USD millions) Maersk Voyager ...... Drillship 2015 679

Maersk Integrator ...... Ultra Harsh Environment Jack-up 2015 644

Maersk Highlander (acquisition) . Harsh Environment Jack-up 2016 191

Maersk Invincible ...... Ultra Harsh Environment Jack-up 2017 636

Each Newbuilding or acquisition has affected the Maersk Drilling Group’s revenue, operating costs and depreciation in the period 2016-2018. Further, each Newbuilding added to the fleet requires additional capital expenditure over the remainder of its useful life related to the maintenance of the rig and its equipment. This is predominantly related to the SPSs which occur every five years, however, there will also be capital expenditure on maintenance on an annual basis, as part of the rolling maintenance programme. While rigs are stacked it is possible to delay much of the capital expenditure on maintenance until the rig is reactivated. For the years ended 31 December 2016, 2017 and 2018, no significant impact on financial expenses was attributable to Newbuildings. Despite significant cost optimisation initiatives, the Maersk Drilling Group has, like its competitors, been impacted over the last two years by continued large scale cost reductions and project cancellations in the oil industry and the large inflow of new drilling rig capacity. See the “Industry” section. Based on the challenging market conditions, the Maersk Drilling Group recognised impairment losses on its fleet, which in aggregate for the two segments (jack-up rigs and floaters) amounted to $1,510 million for the year ended 31 December 2016 and $1,769 million for the year ended 31 December 2017. Of the $1,510 million impairment losses for the year ended 31 December 2016, $441 million related to jack-up rigs and $1,069 million related to floaters. Of the $1,769 million impairment losses for the year ended 31 December 2017, $691 million related to jack-up rigs and $1,078 million related to floaters. The impairment losses have lowered the carrying amount of jack-up rigs and floaters and thereby prospectively resulted in lower depreciations. Following the improved market outlook and increased activity part of the historical impairment losses were reversed in 2018. The net reversal of $810 million of impairment losses for the year ended 31 December 2018 comprised $365 million related to jack-up rigs and $445 million related to floaters.

Customers’ E&P spending including expiration and/or termination of existing contracts The Maersk Drilling Group is exposed to its customers’ E&P spending. For the year ended 31 December 2018 revenue from five international oil companies individually amounted to more than 10% of the Maersk Drilling Group’s revenue and represented 81% of the Maersk Drilling Group’s revenue. These five international oil companies accounted for approximately $0.3 billion, $0.3 billion, $0.2 billion, $0.2 billion and $0.1 billion, respectively, and approximately 90%, 94%, 0%, 0%, and 100%, respectively, of these revenues in the jack-up rigs segment with the remaining in the floaters segment. For the year ended 31 December 2017, revenue from five international oil companies individually amounted to more than 10% of the Maersk Drilling Group’s revenue and represented, in aggregate, 66% of the Maersk

169 Drilling Group’s revenue. These five international oil companies accounted for approximately $0.2 billion each in revenue. Three of these international oil companies were in the jack-up rigs segment, and the remaining two were in the floaters segment. For the year ended 31 December 2016, revenue from four international oil companies individually amounted to more than 10% of the Maersk Drilling Group’s revenue and represented, in aggregate, 58% of the Maersk Drilling Group’s revenue. These four international oil companies accounted for approximately $0.5 billion, $0.3 billion, $0.3 billion and $0.2 billion, respectively, and approximately 24%, 22%, 97% and 82%, respectively, of these revenues were in the jack-up rigs segment, with the remaining in the floaters segment. The Maersk Drilling Group’s contracts typically contain provisions permitting early termination. For example fixed-term contracts generally contain a termination provision such that a contract may terminate if drilling operations are suspended for extended periods as a result of force majeure events. Contracts also typically provide for automatic early termination option if the rig is lost or destroyed or, on occasion, termination at the convenience (without cause) of the customer. In the event of early termination (without cause) at the convenience of the customer, most contracts require the customer to pay an early termination fee. Such early termination payments may not fully compensate the Maersk Drilling Group for the full revenue loss of the contract and could result in the drilling rig becoming idle for an extended period of time. Following the termination of drilling contracts for Mærsk Deliverer and Maersk Valiant in 2016, the Maersk Drilling Group received $345 million in termination fees directly related to contract terminations for the two rigs. The termination fees, of which $175 million related to periods subsequent to 31 December 2016, were fully recognised as revenue in 2016. The Maersk Drilling Group’s customers may be entitled to pay a waiting, or standby, rate lower than the full operational day rate if a drilling rig is unavailable to be fully operational for the customer. In addition, if a drilling rig is taken out of service for maintenance and repair for a period of time exceeding the scheduled maintenance periods set forth in the drilling contract, the Maersk Drilling Group may not be entitled to payment of day rates until the rig is able to work. If the interruption of operations were to exceed a determined period, the Maersk Drilling Group’s customers may have the right to pay a rate that is significantly lower than the waiting rate for a period of time or may terminate the drilling contracts related to the subject rig. As set out in the Maersk Drilling Group’s current fleet overview, see “Business—Drilling Fleet”, the Maersk Drilling Group currently has three rigs warm-stacked and one rig cold-stacked. Decisions regarding warm stacking versus cold stacking are assessed on a case-by-case basis. Currently, three of the Maersk Drilling Group’s four stacked rigs are warm-stacked in order to improve the potential of market re-entry as well as minimise total costs over the cycle. See “Risk Factors—Risks Relating to the Maersk Drilling Group—The industry in which the Maersk Drilling Group operates is highly competitive.” and “Risk Factors—Risks Relating to the Maersk Drilling Group—The offshore drilling industry in which the Maersk Drilling Group operates is and may continue to be adversely affected by an oversupply of available rigs.”

Currency The Maersk Drilling Group’s financials are presented in U.S. dollars. Accordingly, fluctuations in the U.S. dollar exchange rate against other relevant currencies may affect the Maersk Drilling Group’s financial figures. All material customer contracts are denominated in U.S. dollars, but are payable to the Maersk Drilling Group in a predetermined currency mix agreed upon with the customer. The currency mix specified in the customer contract states a percentage of the amounts due from the customer that are payable in U.S. dollars, and the remaining percentage is payable in local currency. The currency mix is structured to match the estimated local expenses as a type of natural hedge against local currency fluctuations. See “Risk Factors—Risks Relating to the Maersk Drilling Group—The Maersk Drilling Group’s results are affected by fluctuations in foreign exchange rates”. The currency of the Maersk Drilling Group’s operating expenditure is generally determined by contracts related to the operating expenses. Some contracts are denominated and payable in local currency. Others, such as vendors for maintenance, major capital expenditure contracts and insurance, are generally denominated in U.S. dollars and typically state what share of the value of the contract is payable in U.S. dollars and what share is payable in local currency. Crew salaries are paid in a mix of currencies with employees each having a set currency for payments, including euros, pounds sterling, Canadian dollars, U.S. dollars, Australian dollars, Norwegian kroner and Danish kroner. In addition, the majority of the Maersk Drilling Group’s debt interest payments are denominated and payable in U.S. dollars.

170 The Maersk Drilling Group operates worldwide and in this respect has operations in countries where the access to repatriating surplus cash can be challenging. In these countries, Management makes judgements as to how these transactions and balance sheet items are recognised in the financial statement. Judgement is based on the possibilities to repatriate cash. Cash kept in countries with limited access to repatriating surplus cash is subject to currency risks. In order to manage foreign exchange rate exposure related to costs incurred in local currency, the Maersk Drilling Group has implemented a long-term hedging strategy, whereby costs associated with its head office in Denmark are hedged with financial transactions while in other jurisdictions the hedging strategy is to secure that customer contracts include an element of the contract value in the local currency of the relevant jurisdiction to match the local costs. The Maersk Drilling Group experienced net foreign exchange losses of $33 million in 2016, a net foreign exchange gain of $7 million in 2017 and net foreign exchange losses of $16 million in 2018 as a result of exchange rate developments primarily on working capital balances.

Factors Affecting Comparability Below is a selection of certain important factors which, among others, may affect the comparability of the results of the Maersk Drilling Group’s operations across historic and future periods.

Segment Information The Maersk Drilling Group provides segment financial information for two segments: jack-up rigs and floaters. Management monitors the operating results of its segments separately for the purpose of making decisions about resource allocation and performance assessment. For a detailed discussion of the Maersk Drilling Group’s financial performance at the segment level, see “—Results of Operations” below. In addition, the Maersk Drilling Group provides information on revenue derived from nine geographical segments covering Denmark, Norway, United Kingdom, United States of America, Angola, Egypt, Azerbaijan, Ghana and Other. The Maersk Drilling Group did not recognise revenue from Angola during financial year 2018. For a complete overview, see Note 1.1 of the Consolidated Financial Statements.

Markets The harsh environment market for Maersk Drilling Group can be divided into two sections: (i) the Norwegian market (NCS) and (ii) the remaining North Sea, which includes Denmark, the Netherlands and the United Kingdom. The Maersk Drilling Group operates eight ultra harsh environment jack-up rigs able to operate on the NCS. Management expects this market to continue to contribute a significant portion of its earnings and the Maersk Drilling Group is working extensively to ensure that it maintains its key position in this market. The Norwegian part of the North Sea is the most heavily regulated market globally from a technical requirement perspective. The Maersk Drilling Group has a market leading presence with five rigs contracted in this market. The harsh environment jack-up fleet operates in Denmark, the Netherlands and United Kingdom. These markets are less regulated than Norway, and, accordingly, are also more competitive in nature. The Maersk Drilling Group is one of the most significant players in these markets with 11 rigs covering the region. In addition to the jack-up rigs in the North Sea, the Maersk Drilling Group also operates one accommodation unit, and expects to operate a combined drilling and production unit by the first quarter of 2020. Outside the harsh environment segment, the Maersk Drilling Group has two premium jack-up rigs, one currently working on a contract in Brunei, and the second warm-stacked in Singapore. These two rigs fall within the market category of premium jack-up rigs, a highly competitive segment, which is spread across the benign drilling markets. To keep up with the competitive market, the Maersk Drilling Group remains committed to increasing efficiencies for customers and reducing the offshore oil production cost through strategic partnerships and new innovative business models. In line with this, the Maersk Drilling Group entered into an alliance agreement with Aker BP in November 2017. In the alliance, the Maersk Drilling Group will utilise its high-performance jack-up rigs as a platform to implement new digital solutions that enable use of sensor data in advanced algorithms, which will improve drilling efficiency and ultimately shorten the lead time from discovery to first oil. Within its floaters segment, the Maersk Drilling Group operates four drillships and four semi-submersibles. All of the drillships were delivered in 2014 or 2015. The main areas of operation for the drillships have been the deepwater markets in the Gulf of Mexico and West Africa. Floaters in the deepwater market generally

171 compete on a global level as opposed to rigs suitable for harsh environment markets. Prior to the current challenging market conditions, the Maersk Drilling Group had a significant presence in the Gulf of Mexico, a market, which is now suffering from heavy oversupply, with the highest concentration of deepwater drillships laying idle in the region awaiting market conditions to improve. The Maersk Drilling Group has strategically positioned a semi-submersible in South East Asia, as opportunities in this region have continued to mature in recent years with more offshore projects year-on-year moving into deepwater. The mid-water semi-submersible is located in the Caspian Sea and is currently working on an extensive project with BP as the contractor.

External debt financing On 6 December 2018, as part of the preparation for the Demerger, MDH and certain of its subsidiaries entered into a Syndicated Facilities Agreement. The $1,150,000,000 term loan facility under the Syndicated Facilities Agreement was drawn in full on 14 December 2018 with the proceeds applied for the making of a dividend to Maersk. The $400,000,000 Revolving Credit Facility under the Syndicated Facilities Agreement, which as of the date hereof remains undrawn, is available to finance the general corporate purposes of the Maersk Drilling Group. On 10 December 2018, as part of the preparation of the Demerger, MDH and certain of its subsidiaries entered into a DSF Facility Agreement. The $350,000,000 term loan facility under the DSF Facility Agreement was drawn in full on 14 December 2018 with the proceeds applied for the making of a dividend to Maersk. See also “Operating and Financial Review—Liabilities and Indebtedness” for further information on the Syndicated Facilities Agreement and the DSF Facility Agreement pertaining to the Maersk Drilling Group’s existing debt arrangements as well as the Revolving Credit Facility.

Transactions As part of the preparation for separation, the Maersk Drilling Group conducted the following three transactions during 2017: • On 14 July 2017, Maersk transferred the assets, liabilities and activities related to the four rigs Mærsk Gallant, Mærsk Giant, Mærsk Innovator and Mærsk Inspirer to the company Phoenix I A/S (now named Maersk Drilling North Sea A/S) as an equity transaction based on accounting values with effect 14 July 2017. Subsequently, Maersk on the same date transferred the shares in Maersk Drilling North Sea A/S—as a tax-exempt contribution without payment or issuance of new shares—to Maersk Drilling A/S. The carrying amount of the net assets transferred to Phoenix I A/S was $287 million. • In October 2017, a legal restructuring was completed regarding The Maersk Company Limited (TMCL) as part of the carve-out of non-drilling activities. Two drillships owned by TMCL on a finance lease were sold together with related assets and liabilities to legal entities owned by Maersk Drilling A/S. Subsequent to the internal sale, TMCL comprised only non-drilling activities, which were sold to Maersk at book value in November 2017. The book value of the Maersk Drilling Group’s drillships remained unchanged and the transaction in this sense had limited impact on the Maersk Drilling Group. • The Maersk Group’s share of 50% in EDC was sold in December 2017 and has therefore not been transferred to the Maersk Drilling Group. The joint venture is therefore not included in the Consolidated Financial Statements included in this Listing Document.

Current Trading No significant changes have occurred in the Maersk Drilling Group’s financial and trading position since 31 December 2018.

Description of Principal Income Statement Items Descriptions of certain principal income statement items are set forth below.

Revenue The Maersk Drilling Group principally derives its revenue in accordance with the agreed day rates for the operation of its jack-up rigs and floaters. The day rate includes both lease income and service fee related to the operation of the Maersk Drilling Group’s jack-up rigs and floaters. The Maersk Drilling Group also derives

172 a portion of its revenue from other sources, including catering services, accommodation and other services to customers.

Components of the Day Rate Revenue from offshore drilling activities includes revenue derived from operation of the Maersk Drilling Group’s existing fleet of jack-up rigs and floaters. The price for leasing jack-up rigs and floaters is determined on a contract-by-contract basis and rates vary due to a number of factors such as prevailing market conditions, rig type and specification, geographic location and contract structure. For jack-up rigs, contracts typically set out operating, move, standby and paid maintenance day rates and may provide for mobilisation and demobilisation fees. Reduced day rates may apply for re-drilling or remedial work necessary or where a rig is operating at a reduced efficiency due to Maersk Drilling Group actions or equipment issues. The structure of rates and fees, which are paid in U.S. dollars unless a local currency component is agreed to materially match local currency operating costs, can be summarised as follows:

Day rate revenue includes: • Operating day rate: represents revenue from rigs fixed in place and operating under contract within the contractually specified scope of work, such as drilling or workover. The Maersk Drilling Group’s operating day rates generally differ across markets, customers and rigs. • Standby rate: represents revenue from rigs fixed in place, ready to start the drilling process, but when such drilling has not yet commenced or is not yet required by the customer. Standby rates for rigs are generally stated as 90% to 98% of the operating rate. • Movement rate or fee: represents revenue from the movement of rigs according to customer needs and requirements. The movement rates for rigs are generally stated as 90% to 100% of the operating rate. • Paid maintenance rate: represents revenue earned during periods of repair of the rigs. The Maersk Drilling Group’s contracts typically provide for a specified number of paid maintenance hours under the contract. This typically totals to a few days per month for each rig. Where paid maintenance days are provided for, the Maersk Drilling Group can cease operations for the number of days per month specified in the contract for repair and charge a repair rate during this time. If operations are ceased for more than the maintenance days specified in the contract in any given month, the customer is not obliged to pay any amount until the rig has been repaired. Regular day rates resume upon resumption of operations. The paid maintenance rate for rigs is generally stated as 90% to 95% of the operating rate. Beyond paid maintenance rates, the Maersk Drilling Group generally receives no further compensation for maintenance. • Weather rate: represents revenue generated during any period of time when the provision of services are on hold due to a severe weather event with authorisation from the customer. The weather rate for rigs is generally stated as 90% to 95% of the operating rate. • Force majeure: contracts also typically provide for a force majeure rate of 50% to 90% of the operating rate.

Other revenue includes: • Other special services: represents revenue from special services requested by customers, such as accommodation and catering or the lease of additional equipment, and revenue from new business models; • Accommodation: the Maersk Drilling Group also derives revenue from accommodation. Revenue from accommodation and catering services is typical derived when the number of customer personnel on board is greater than the stated count under each contract. The Maersk Drilling Group has refitted Maersk Guardian to be a purely accommodation rig. Accommodation services provided by this rig are defined as day rates. • Mobilisation and demobilisation: customers under offshore contracts sometimes pay a lump-sum amount, payable up front or on instalments to the Maersk Drilling Group for mobilising and demobilising the rig and crew (amortised over the contract period); and • Bonuses: customers under certain contracts may pay a performance bonus linked to performance on time, efficiency and/or drilling outcome measures, and in some contracts a premium upon oil prices reaching a certain threshold.

173 • Equipment and parts: contracts typically provide for customers to pay additional costs such as for fuel, equipment or spare parts such as drill bits, cement and additives, or drill pipes.

As of 31 December 2018 2017 2016 (in USD millions) Revenue (in millions): Day rate revenue ...... 1,312 1,324 1,781 Other revenue ...... 117 115 171 Revenue from contract terminations ...... — — 345 Total ...... 1,429 1,439 2,297 Costs Operating costs include project direct costs, maintenance costs (including subcontracts costs), staff costs (for rig crews, and including performance bonuses, fixed allowance, external travel, social insurance, medical insurance, casual labour and employee benefits), rental equipment costs, insurance, and other operating costs. Other operating costs include a number of items, such as move costs, transportation costs, training expenses, tools and supplies, crew accommodation, catering costs, permits and yard costs among other items. The largest single item in operating costs is typically staff costs, which accounted for approximately 48% of operating costs in 2018. Crew salaries vary across geographical areas of operation and are subject to regulation (minimum wages) in some areas. Approximate typical operating costs for rigs on a daily basis are shown in the table below, however will vary from contract to contract to reflect the requirements of the needs of the program.

Typical operating costs for Jack-up rigs rigs on a daily basis Norway AoC rigs ...... $110,000 to $140,000

North Sea rigs ...... $50,000 to $65,000

Other rigs ...... $45,000 to $75,000

Floaters ...... $110,000 to $150,000

Selling General and Administration (“SG&A”) costs include staff and other costs not directly related to the operating activities. The largest single item is staff costs primarily at the headquarters in Lyngby. Staff costs accounted for approximately 44% of SG&A costs in 2018.

Special items Special items comprises non-recurring income and expenses that are not considered to be part of the Maersk Drilling Group’s ordinary operations such as gains and losses on divestments, compensation from shipyards, and restructuring projects, including separation and demerger costs.

Depreciation and Amortisation Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Depreciation is charged to the income statement on a straight-line basis over the useful lives at an estimated residual value. Estimated useful lives and residual values are reassessed on a regular basis. The costs of an asset are divided into separate components, which are depreciated separately if the useful lives of the individual components differ. The five-year special periodic survey costs are recognised in the carrying amount of rigs when incurred and depreciated over the period until the next five-year special periodic survey. Costs of on-going routine maintenance of the assets are expensed as incurred. The costs of assets constructed by the Maersk Drilling Group include directly attributable expenses. For assets with a long construction period, borrowing costs during the construction period from specific, as well as general borrowings are attributed to cost. Useful lives are estimated based on past experience. Management decides from time to time to revise the estimates for individual assets or groups of assets with similar characteristics due to factors such as quality of

174 maintenance and repair, technical development and environmental requirements. Currently useful lives are assessed at 25 years for rigs. Residual values are difficult to estimate given the long lives of rigs, the uncertainty as to future economic conditions and the future price of steel, which are considered as the main determinant of the residual price. The long-term view is prioritised in order to disregard, to the extent possible, temporary market fluctuations, which may be significant.

Impairment losses/reversals Impairment losses are recognised when the carrying amount of an asset or a cash-generating unit exceeds the higher of the estimated value in use and fair value less costs of disposal. Impairment losses are reversed if the higher of the estimated value in use and fair value less costs of disposal again exceed the carrying amount of an asset or a cash-generating unit. Impairment indicators in the Maersk Drilling Group include lower day rates on new contracts and a decline in the fair values of rigs and drillships. The fair value estimates are highly uncertain due to the character of the assets and relative few comparable transactions. The value in use calculations for the individual cash generating units are sensitive to the day rates expected to apply when contracts expire and to the risks of idle periods in the forecasts. In addition, the discount rate and long-term market assumptions are critical variables. Currently, the day rates in the short to medium term are lower than the rates at which the Maersk Drilling Group has historically contracted. Since the decline in the oil price from mid-2014, E&P Companies have dramatically reduced their exploration and development activities adversely impacting offshore drilling activities. The supply/demand imbalance of rigs along with uncertainty as to the future oil price projections driving demand were the key drivers for the impairment losses recognised in the Maersk Drilling Group in 2016 and 2017. Following, the improved market outlook and increased activity part of the historical impairment losses were reversed in 2018.

Net financial income/expenses Financial income and expenses comprise of interest income and expenses, foreign exchange gains/losses, realised and unrealised gains/losses on financial instruments and bank fees and transaction costs related to borrowings. Financial income and expenses are recognised in the income statement on an accrual basis related to the year it is recognised.

Tax Tax for the Maersk Drilling Group comprises current and deferred income tax, as well as adjustments to previous years for individual entities. Tax is recognised in the income statement to the extent it arises from items recognised in the income statement. The Maersk Drilling Group operates globally wherefore established subsidiaries and in some cases established local branches affect the tax position of the Maersk Drilling Group. The Maersk Drilling Group is engaged in certain disputes with tax authorities of various scope. Appropriate provisions are made where the probability of payment of additional taxes in individual cases is considered more likely than not. Uncertainties, for which the probability of payment is assessed by Management to be less than 50%, are not provided for. Where appropriate, such risks are instead evaluated on a portfolio basis by geographical area, and country risk provisions are established where the aggregated risk of additional payments is considered more likely than not.

175 Results of Operations The following table presents certain key performance indicators by rig classification:

As of 31 December 2018 2017 2016 Revenue (in USD millions): Jack-up rigs ...... 896 890 1,012 Floaters ...... 530 541 1,266 Unallocated ...... 3 8 19 Total ...... 1,429 1,439 2,297 Profit before depreciation and amortisation, impairment losses/reversals and special items (in USD millions): Jack-up rigs ...... 459 473 545 Floaters ...... 163 209 832 Unallocated, net ...... (11) 1 4 Total ...... 611 683 1,381 Contracted days:(1) Jack-up rigs ...... 4,216 3,929 4,072 Floaters ...... 1,808 1,624 2,246 Total ...... 6,024 5,553 6,318 Available days:(2) Jack-up rigs ...... 5,779 5,540 4,974 Floaters ...... 2,916 2,920 2,920 Total ...... 8,695 8,460 7,894 Average day rate (in USD thousands):(3) Jack-up rigs ...... 213 227 249 Floaters ...... 293 333 564 Total fleet ...... 237 258 361 Utilisation:(4) Jack-up rigs ...... 73% 71% 82% Floaters ...... 62% 56% 77% Total fleet ...... 69% 66% 80% Financial uptime(5): Jack-up rigs ...... 99.2% 97.8% 99.2% Floaters ...... 98.8% 99.5% 99.5% Total ...... 99.1% 98.5% 99.3%

(1) Contracted days are defined as days covered by the contract with a customer, including mobilisation or yard stays if paid by the customer. (2) Available days are defined as the aggregate number of calendar days in the period less yard stays, if not paid by customer. For new rigs entering the fleet, available days are from when the rig is ready to operate. (3) Average day rate is computed by dividing day rate revenue by the number of contracted days. Day rate revenue includes the contractual rates for when the rig is in operation but also certain amounts received in lump sum such as for rig mobilisation or capital improvement, which are amortised over the initial term of the contract. Revenue attributable to reimbursable expenses is excluded in the calculation of average day rates. (4) Utilisation is the number of contracted days, divided by the number of available days. (5) Financial uptime is defined as days on rate as a percentage of total days.

176 The following table sets forth an analysis of the Maersk Drilling Group’s economic utilisation and days during which rigs were either idle or out-of-service, as a percentage of available days.

Year ended 31 December 2018 2017 2016 Jack-up rigs: Economic utilisation(1) ...... 72% 70% 81% Idle(2) ...... 26% 26% 14% Out-of-service(3) ...... 1% 3% 4% Downtime(4) ...... 1% 1% 1% Floaters: Economic utilisation(1) ...... 60% 63% 79% Idle(2) ...... 38% 36% 20% Out-of-service(3) ...... — — — Downtime(4) ...... 2% 1% 1%

(1) Economic utilisation is the aggregate number of contracted days and idle rig days to the extent such rigs are subject to contractual day rates with customers, less downtime as a percentage of available days. (2) Idle is defined as days a rig is not under contract and is available to work as a percentage of available days. (3) Out-of-service is calculated as a percentage of out-of-service days of available days. Out-of-service days are days on which a rig is in a yard. (4) Downtime is hours that cannot be invoiced for the rig in use by the customer as a percentage of total hours in period.

177 Year Ended 31 December 2018 Compared to the Year Ended 31 December 2017 A summary of the Maersk Drilling Group’s consolidated results of operations follows:

Year end 31 December 2018 2017 Change % Change (in USD millions) Jack-up rigs: Total Revenue ...... 896 890 6 1% Profit before depreciation and amortisation, impairment losses/ reversals and special items ...... 459 473 (14) (3)% Depreciation and amortisation ...... (193) (226) 33 (15)% Impairment losses/reversals ...... 365 (691) 1,056 — Floaters: Total Revenue ...... 530 541 (11) (2)% Profit before depreciation and amortisation, impairment losses/ reversals and special items ...... 163 209 (46) (22)% Depreciation and amortisation ...... (196) (229) 33 (14)% Impairment losses/reversals ...... 445 (1,078) 1,523 — Other/unallocated: Total Revenue ...... 3 8 (5) (63)% Profit/loss before depreciation and amortisation, impairment losses/ reversals and special items ...... (11) 1 (12) — Depreciation and amortisation ...... (14) (13) (1) 8% Total: Revenue ...... 1,429 1,439 (10) (1)% Costs ...... (818) (756) (62) 8% Profit before depreciation and amortisation, impairment losses/ reversals and special items ...... 611 683 (72) (11)% Special items ...... (16) 2 (18) — Depreciation and amortisation ...... (403) (468) 65 (14)% Impairment losses/reversals ...... 810 (1,769) 2,579 — Financial expenses, net ...... (12) (19) 7 (37)% Profit/loss before tax ...... 989 (1,571) 2,560 — Tax ...... (48) 49 (97) — Profit/loss for the year ...... 941 (1,522) 2,463 —

Revenue Revenue decreased by $10 million, or 1%, to $1,429 million for the year ended 31 December 2018 as compared to $1,439 million for the year ended 31 December 2017 primarily due to lower average day rates, especially in the floater segment, partly offset by higher utilisation. Total fleet utilisation increased from 66% for the year ended 31 December 2017 to 69% for the year ended 31 December 2018, while the average day rate decreased from $258 thousand for the year ended 31 December 2017 to $237 thousand for the year ended 31 December 2018. Jack-up rigs segment revenue increased by $6 million, or 1%, to $896 million for the year ended 31 December 2018 as compared to $890 million for the year ended 31 December 2017 due to Maersk Invincible being on contract all of 2018, partly offset by Mærsk Innovator being on contract in the United Kingdom instead of Norway. Fleet utilisation increased from 71% for the year ended 31 December 2017 to 73% for the year ended 31 December 2018. The average day rate decreased from $227 thousand for the year ended 31 December 2017 to $213 thousand for the year ended 31 December 2018 primarily as a result of the Mærsk Innovator moving from Norway to the United Kingdom.

178 An analysis of the net changes in jack-up rigs segment revenue for the year ended 31 December 2018, compared to the year ended 31 December 2017, is set forth below:

Rig Specific Matters

Increase (decrease) (in USD millions) Maersk Invincible being on contract all of 2018 ...... 67 Lower jack-up average day rates ...... (54) Lower other revenue ...... (13) Other ...... 6 Net increase ...... 6

Floaters segment revenue decreased by $11 million, or 2%, to $530 million for the year ended 31 December 2018 as compared to $541 million for the year ended 31 December 2017 primarily due to the completion of the Mærsk Viking contract in the Gulf of Mexico in early 2018, but partly offset by more contracted days from the Mærsk Venturer contract in Ghana and the Mærsk Developer contract in Trinidad. Fleet utilisation increased from 56% for the year ended 31 December 2017 to 62% for the year ended 31 December 2018. The average day rate decreased from $333 thousand for the year ended 31 December 2017 to $293 thousand for the year ended 31 December 2018 primarily as a result of the completion of contracts entered into during more favourable market conditions. An analysis of the net changes in floaters segment revenue for the year ended 31 December 2018, compared to the year ended 31 December 2017, is set forth below:

Rig Specific Matters

Increase (decrease) (in USD millions) Higher utilisation ...... 34 Lower floater average day rates ...... (72) Higher other revenue ...... 20 Other ...... 7 Net decrease ...... (11)

Costs Operating costs increased by $44 million, or 6%, to $734 million for the year ended 31 December 2018 as compared to $690 million for the year ended 31 December 2017 primarily due to the higher activity and utilisation partly offset by the effect of the many cost saving initiatives implemented over recent years. An analysis of the net changes in costs for the year ended 31 December 2018, compared to the year ended 31 December 2017, is set forth below:

Increase (decrease) (in USD millions) Staff costs (including offshore crew and catering) ...... 4 Repair and maintenance costs ...... (12) Amortisation of capitalised mobilisation and start-up costs ...... 28 Rental and special services ...... 15 Other costs ...... 9 Net increase ...... 44

SG&A costs increased by $18 million, or 27%, to $84 million for the year ended 31 December 2018 as compared to $66 million for the year ended 31 December 2017 primarily due to new competences added to the organisation preparing to operate as a standalone listed company especially in areas previously maintained by Maersk such as treasury and investor relations, and investments in innovation and commercial

179 activities. An analysis of the net changes in costs for the year ended 31 December 2018, compared to the year ended 31 December 2017, is set forth below:

Increase (decrease) (in USD millions) Staff costs ...... 2 Other costs ...... 16 Net increase ...... 18

Profit before depreciation and amortisation, impairment losses/reversals and special items Profit before depreciation and amortisation, impairment losses/reversals and special items decreased by $72 million, or 11%, to $611 million for the year ended 31 December 2018 as compared to $683 million for the year ended 31 December 2017 for the reasons set forth above. Profit before depreciation and amortisation, impairment losses/reversals and special items in the jack-up rigs segment decreased by $14 million, or 3%, to $459 million for the year ended 31 December 2018 as compared to $473 million for the year ended 31 December 2017. Profit before depreciation and amortisation, impairment losses/reversals, and special items in the floaters segment decreased by $46 million, or 22%, to $163 million for the year ended 31 December 2018 as compared to $209 million for the year ended 31 December 2017.

Special items Special items showed a cost of $16 million for the year ended 31 December 2018 compared to an income of $2 million for the year ended 31 December 2017 as a result of the costs of separating the Maersk Drilling Group from Maersk as well as transformation and restructuring projects partly offset by warranty compensations received from yards.

Depreciation and amortisation Depreciation and amortisation decreased by $65 million, or 14%, to $403 million for the year ended 31 December 2018 as compared to $468 million for the year ended 31 December 2017 due to impact from prior-year impairment losses decreasing the depreciable amounts. Depreciation and amortisation in the jack-up rigs segment decreased by $33 million, or 15%, to $193 million for the year ended 31 December 2018 as compared to $226 million for the year ended 31 December 2017. Depreciation and amortisation in the floaters segment decreased by $33 million, or 14%, to $196 million for the year ended 31 December 2018 as compared to $229 million for the year ended 31 December 2017.

Impairment losses/reversals There were impairment reversals of $810 million for the year ended 31 December 2018 as compared to impairment losses of $1,769 million for the year ended 31 December 2017 due to the improved market outlook for offshore drilling with increased activity and improved long-term projections. Impairment reversals in the floaters segment were $445 million for the year ended 31 December 2018 as compared to impairment losses of $1,078 million for the year ended 31 December 2017. Impairment reversals in the jack-up rigs segment were $365 million for the year ended 31 December 2018 as compared to impairment losses of $691 million for the year ended 31 December 2017.

Net financial income/expenses Net financial expenses decreased by $7 million, or 37%, to $12 million for the year ended 31 December 2018 as compared to $19 million for the year ended 31 December 2017 primarily due to a reduction of interest expenses.

Profit/loss before tax Profit before tax changed by $2,560 million from a $1,571 million loss for the year ended 31 December 2017 to a $989 million profit for the year ended 31 December 2018 for the reasons set forth above.

180 Tax Tax decreased by $97 million from a $49 million gain for the year ended 31 December 2017 to a $48 million expense for the year ended 31 December 2018 primarily due to the impact of impairment losses and reversals on profit/loss before tax.

Profit/loss for the year Profit for the year changed by $2,463 million from a $1,522 million loss for the year ended 31 December 2017 to a $941 million profit for the year ended 31 December 2018 reflecting the impacts from impairment losses and reversals.

Total Comprehensive Income The Maersk Drilling Group recognised $0 million in Other Comprehensive Income for the year ended 31 December 2017 and a loss of $3 million for the year ended 31 December 2018. As a result, the Maersk Drilling Group’s Total Comprehensive Income was $938 million for the year ended 31 December 2018, as compared to a loss of $1,522 million for the year ended 31 December 2017 an increase of $2,460 million.

Year Ended 31 December 2017 Compared to the Year Ended 31 December 2016 A summary of the Maersk Drilling Group’s consolidated results of operations follows:

Year ended 31 December 2017 2016 Change % Change (in USD millions) Jack-up rigs: Revenue ...... 890 1,012 (122) (12)% Profit before depreciation and amortisation, impairment losses/ reversals and special items ...... 473 545 (72) (13)% Depreciation and amortisation ...... (226) (259) 33 (13)% Impairment losses/reversals ...... (691) (441) (250) 57% Floaters: Revenue ...... 541 1,266 (725) (57)% Profit before depreciation and amortisation, impairment losses/ reversals and special items ...... 209 832 (623) (75)% Depreciation and amortisation ...... (229) (318) 89 (28)% Impairment losses/reversals ...... (1,078) (1,069) (9) 1% Other/unallocated: Revenue ...... 8 19 (11) (58)% Profit before depreciation and amortisation, impairment losses/ reversals and special items ...... 1 4 (3) (75)% Depreciation and amortisation ...... (13) (12) (1) 8% Total: Revenue ...... 1,439 2,297 (858) (37)% Costs ...... (756) (916) 160 (17)% Profit before depreciation and amortisation, impairment losses/ reversals and special items ...... 683 1,381 (698) (51)% Special items ...... 2 16 (14) (88)% Depreciation and amortisation ...... (468) (589) 121 (21)% Impairment losses/reversals ...... (1,769) (1,510) (259) 17% Financial expenses, net ...... (19) (89) 70 (79)% Profit/loss before tax ...... (1,571) (791) (780) 99% Tax ...... 49 1 48 4800% Profit/loss for the year ...... (1,522) (790) (732) 93%

181 Revenue Revenue decreased by $858 million, or 37%, to $1,439 million for the year ended 31 December 2017 as compared to $2,297 million for the year ended 31 December 2016 primarily due to the effect of contract terminations as described below, more rigs being stacked and lower day rates. Total fleet utilisation decreased from 80% for the year ended 31 December 2016 to 66% for the year ended 31 December 2017, while the average day rate decreased from $361 thousand for the year ended 31 December 2016 to $258 thousand for the year ended 31 December 2017. Jack-up rigs segment revenue decreased by $122 million, or 12%, to $890 million for the year ended 31 December 2017 as compared to $1,012 million for the year ended 31 December 2016 due to more rigs being stacked, lower day rates and lower contract reimbursable costs. Fleet utilisation decreased from 82% for the year ended 31 December 2016 to 71% for the year ended 31 December 2017 primarily as a result of increase in stacked days, while the average day rate decreased from $249 thousand for the year ended 31 December 2016 to $227 thousand for the year ended 31 December 2017 primarily as a result of lower day rates in new contracts. An analysis of the net changes in jack-up rigs segment revenue for the year ended 31 December 2017, compared to the year ended 31 December 2016, is set forth below:

Rig Specific Matters—Jack-up rigs

Increase (decrease) (in USD millions) Lower jack-up utilisation ...... (111) Lower jack-up average day rates ...... (78) New rig; Maersk Highlander in operation during 2017 ...... 64 Other ...... 3 Net decrease ...... (122)

Floaters segment revenue decreased by $725 million, or 57%, to $541 million for the year ended 31 December 2017 as compared to $1,266 million for the year ended 31 December 2016 primarily due to the inclusion of $345 million in 2016 relating to contract terminations, of which $175 million related to the remainder of the original contract periods subsequent to 31 December 2016 for Mærsk Deliverer and Maersk Valiant, as well as more rigs being stacked, an increase in unbillable operational downtime, lower realised average day rates and lower revenue from other special services. An analysis of the net changes in floaters segment revenue for the year ended 31 December 2017, compared to the year ended 31 December 2016, is set forth below:

Rig Specific Matters—Floaters

Increase (decrease) (in USD millions) Contract termination for Mærsk Valiant and related items ...... (175) Lower floater utilisation ...... (270) Lower floater average day rates ...... (199) Lower other revenue ...... (43) Other ...... (38) Net decrease ...... (725)

Costs Operating costs decreased by $136 million, or 16%, to $690 million for the year ended 31 December 2017 as compared to $826 million for the year ended 31 December 2016 primarily due to the ongoing efficiency enhancement programme and lower costs due to more rigs being stacked. An analysis of the net changes in

182 costs for the year ended 31 December 2017, compared to the year ended 31 December 2016, is set forth below:

Increase (decrease) (in USD millions) Staff costs (including offshore crew and catering) ...... (120) Amortisation of capitalised mobilisation and start-up costs ...... (28) Other costs ...... 12 Net decrease ...... (136)

SG&A costs decreased by $24 million, or 27%, to $66 million for the year ended 31 December 2017 as compared to $90 million for the year ended 31 December 2016 primarily due to the ongoing cost reduction programmes as well as certain one-off items. An analysis of the net changes in costs for the year ended 31 December 2017, compared to the year ended 31 December 2016, is set forth below:

Increase (decrease) (in USD millions) Staff costs ...... (12) Other costs ...... (12) Net decrease ...... (24)

Profit before depreciation and amortisation, impairment losses/reversals and special items Profit before depreciation and amortisation, impairment losses/reversals and special items decreased by $698 million, or 51%, to $683 million for the year ended 31 December 2017 as compared to $1,381 million for the year ended 31 December 2016. Profit before depreciation and amortisation, impairment losses/ reversals and special items in the jack-up rigs segment decreased by $72 million, or 13%, to $473 million for the year ended 31 December 2017 as compared to $545 million for the year ended 31 December 2016 primarily due to a decrease in revenue, partly offset by a decrease in operating costs. Profit before depreciation and amortisation, impairment losses/reversals and special items in the floaters segment decreased by $623 million, or 75%, to $209 million for the year ended 31 December 2017 as compared to $832 million for the year ended 31 December 2016 primarily as a result of the contract terminations of Mærsk Deliverer and Mærsk Valiant and more rigs being stacked following the contract terminations.

Special items Special items decreased by $14 million, or 88%, to $2 million for the year ended 31 December 2017 as compared to $16 million for the year ended 31 December 2016 which comprised compensation received from a shipyard due to the late delivery of a rig.

Depreciation and amortisation Depreciation and amortisation decreased by $121 million, or 21%, to $468 million for the year ended 31 December 2017 as compared to $589 million for the year ended 31 December 2016 due to impact from impairment losses decreasing the depreciable amounts. Depreciation and amortisation in the jack-up rigs segment decreased by $33 million, or 13%, to $226 million for the year ended 31 December 2017 as compared to $259 million for the year ended 31 December 2016. Depreciation and amortisation in the floaters segment decreased by $89 million, or 28%, to $229 million for the year ended 31 December 2017 as compared to $318 million for the year ended 31 December 2016.

Impairment losses/reversals Impairment losses increased by $259 million, or 17%, to $1,769 million for the year ended 31 December 2017 as compared to $1,510 million for the year ended 31 December 2016 due to impairment losses in both the jack-up rigs and floaters segment resulting from continuing challenging market conditions. Impairment losses in the jack-up rigs segment increased by $250 million, or 57%, to $691 million for the year ended 31 December 2017 as compared to $441 million for the year ended 31 December 2016 due to continued challenging market conditions lowering the day rates used in the forecasting period and the utilisation of the rigs. Impairment losses in the floaters segment increased by $9 million, or 1%, to $1,078 million for the year ended 31 December 2017 as compared to $1,069 million for the year ended 31 December 2016 due to

183 continuing challenging market conditions lowering the day rates used in the forecasting period and the utilisation of the rigs.

Net financial income/expenses Net financial expenses decreased by $70 million, or 79%, to $19 million for the year ended 31 December 2017 as compared to $89 million for the year ended 31 December 2016 primarily due to a decrease in interest expenses on liabilities to related parties and an increase in interest income from related parties, as well as a decrease in exchange rate losses on bank balances, loans receivables, borrowings and working capital.

Profit/loss before tax Loss before tax increased by $780 million, or 99%, from a $791 million loss for the year ended 31 December 2016 to a $1,571 million loss for the year ended 31 December 2017 for the reasons set forth above.

Tax Tax increased by $48 million, or 4,800%, from a $1 million gain for the year ended 31 December 2016 to a $49 million gain for the year ended 31 December 2017 primarily due to changes in deferred tax as a result of impairment losses and generally lower revenue.

Profit/loss for the year Loss for the year increased by $732 million, or 93%, from a $790 million loss for the year ended 31 December 2016 to a $1,522 million loss for the year ended 31 December 2017 for the reasons set forth above.

Total Comprehensive Income The Maersk Drilling Group recognised $1 million in Other Comprehensive Income for the year ended 31 December 2016 and $0 million for the year ended 31 December 2017. As a result, the Maersk Drilling Group’s Total Comprehensive Income was a loss of $1,522 million for the year ended 31 December 2017, as compared to a loss of $789 million for the year ended 31 December 2016, an increase of $733 million, or 93%.

Liquidity and Capital Resources The Maersk Drilling Group’s primary source of liquidity has historically been cash flows provided from operating activities and Management expects this will continue to be its principal source of liquidity in the future. The Maersk Drilling Group’s undrawn committed credit facilities consist of $400 million as described below (see “—Liabilities and Indebtedness”). As of 31 December 2018, the Maersk Drilling Group had total outstanding interest-bearing debt with a carrying amount of $1,470 million. Cash flows have developed as follows:

Year ended 31 December 2018 2017 2016 (in USD millions) Cash flow from operating activities ...... 593 652 1,363 Cash flow used for investing activities ...... (136) (448) (328) Cash flow from financing activities ...... (134) (615) (599) Net cash flow for the year ...... 323 (411) 436

Year ended 31 December 2018 compared to the year ended 31 December 2017 Cash Flow from Operating Activities Cash flow from operating activities decreased by $59 million from $652 million for the year ended 31 December 2017 to $593 million for the year ended 31 December 2018 primarily due to lower profit before depreciation and amortisation and impairment losses/reversals realised for the year ended 31 December 2018 compared to the year ended 31 December 2017.

184 Cash Flow Used for Investing Activities Cash flow used for investing activities decreased by $312 million from $448 million for the year ended 31 December 2017 to $136 million for the year ended 31 December 2018 primarily due to 2017 being impacted by final yard instalment paid for delivery of the Maersk Invincible.

Cash Flow from Financing Activities Cash flow from financing activities decreased by $481 million from $(615) million for the year ended 31 December 2017 to $(134) million for the year ended 31 December 2018 due to the debt financing of $1.5 billion drawn in December 2018 offset by settlement of balances with Maersk, as well as cash dividend distribution of $1.3 billion.

Year ended 31 December 2017 compared to the year ended 31 December 2016 Cash Flow from Operating Activities Cash flow from operating activities decreased by $711 million from $1,363 million for the year ended 31 December 2016 to $652 million for the year ended 31 December 2017 primarily due to lower profit before depreciation and amortisation and impairment losses/reversals realised for the year ended 31 December 2017 compared to the year ended 31 December 2016.

Cash Flow Used for Investing Activities Cash flow used for investing activities increased by $120 million from $328 million for the year ended 31 December 2016 to $448 million for the year ended 31 December 2017 primarily due to more instalments paid in connection with Newbuilding projects.

Cash Flow from Financing Activities Cash flow from financing activities increased by $16 million from $(599) million for the year ended 31 December 2016 to $(615) million for the year ended 31 December 2017 due to movement in balances with Maersk.

Contractual Commitments The table below sets out the maturity profile of the Maersk Drilling Group’s financial liabilities as of 31 December 2018 based on contractual undiscounted payments:

Within After 1 year 1 – 2 years 2 – 3 years 3 – 4 years 4 – 5 years 5 years (in USD millions) Interest-bearing loans ...... 98 130 130 130 776 236 Trade and other payables ...... 267 — — — — — Operating leases ...... 9 8 7 6 6 11 Capital commitments ...... 46 — — — — — Total ...... 420 138 137 136 782 247

Capital expenditures The following table sets forth the Maersk Drilling Group’s capital expenditures for the years ended 31 December 2018, 2017 and 2016.

Year ended 31 December Capital expenditures 2018 2017 2016 (in USD millions) Newbuilding Capex (non-IFRS) ...... — 450 231 Maintenance Capex (non-IFRS) ...... 146 62 7 Other Capex (non-IFRS) ...... 36 8 69 Total Capex (non-IFRS) ...... 182 520 307

185 Capex for the year ended 31 December 2018 Capex for the year ended 31 December 2018 included in the table above primarily comprise expenditures related to special periodic surveys and other general maintenance.

Capex for the year ended 31 December 2017 Capex for the year ended 31 December 2017 included in the table above primarily comprise expenditures related to the delivery of Maersk Invincible and general maintenance.

Capex for the year ended 31 December 2016 Capex for the year ended 31 December 2017 included in the table above primarily comprise expenditures related to the delivery of Maersk Highlander, development and implementation of an ERP system and retrofitting Mærsk Guardian to operate as an accommodation rig.

Significant current capital expenditures As of the date of this Listing Document, the Maersk Drilling Group has no significant investments in progress other than investments arising from the ordinary course of business which are also financed through the ordinary course of business.

Significant future investments As of the date of this Listing Document, the Maersk Drilling Group has no specific plans concerning significant future investments other than investments arising from the ordinary course of business.

Liabilities and Indebtedness Syndicated Facilities Agreement On 6 December 2018, MDH as original company, original borrower and original guarantor entered into a term and revolving facilities agreement with, inter alia, (i) DNB Bank ASA and Nordea Bank Abp, Filial i Norge as bookrunners, mandated lead arrangers and coordinators, (ii) BNP Paribas, Danske Bank A/S and ING Bank N.V. as bookrunners and mandated lead arrangers, (iii) Commerzbank Aktiengesellschaft and Nykredit Bank A/S as mandated lead arrangers, (iv) Barclays Bank PLC and Skandinaviska Enkilda Banken AB (publ) as lead arrangers, (v) Clifford Capital Pte. Ltd., Citibank N.A., Jersey Branch, JPMorgan Chase Bank, N.A., London Branch and Sumitomo Mitsui Banking Corporation Europe Limited as arrangers, (vi) certain of the subsidiaries of MDH as original guarantors and (vii) with DNB Bank ASA as agent and security agent (the “Syndicated Facilities Agreement”). The Syndicated Facilities Agreement provides that ListCo has a right to (i) become party to the Syndicated Facilities Agreement as company (replacing MDH in that capacity), as an additional borrower and as an additional guarantor and (ii) require that the loans drawn under the Syndicated Facilities Agreement be novated with the effect that ListCo replaces MDH as borrower in respect thereof. It is the intention that ListCo (a) will become party to the Syndicated Facilities Agreement as company (replacing MDH in that capacity), additional borrower and additional guarantor and (b) require that the loans drawn under the Syndicated Facilities Agreement be novated with the effect that ListCo replaces MDH as borrower in respect thereof, in each case as soon as practicable after the Demerger. Other members of the Maersk Drilling Group may from time to time under customary conditions accede to the Syndicated Facilities Agreement as an additional guarantor and an additional borrower. The facilities under the Syndicated Facilities Agreement (the “Syndicated Facilities”) consist of: (i) a term loan facility (the “Term Loan Facility”) in an aggregate principal amount of $1,150,000,000 divided into a Facility A in an aggregate principal amount of $975,837,904 with a final maturity date on 14 December 2023 and a Facility B in an aggregate principal amount of $174,162,096 with a final maturity date on 30 December 2025 (however, to be prepaid on 14 December 2023 in case: if (a) the outstanding instalments at that time in respect of Facility A have not been extended or replaced by another term facility and (b) the Revolving Facility has not been extended or replaced by another revolving facility, in each case, by the date falling 90 days prior to 14 December 2023). Drawings under the Term Loan Facility must be made in USD; and (ii) the Revolving Credit Facility in an aggregate principal amount of $400,000,000. Drawings under the Revolving Credit Facility may be made in USD, EUR, DKK or other currencies approved by the lenders.

186 The Term Loan Facility was drawn in full by MDH on 14 December 2018 with the proceeds applied for the making of a dividend to Maersk. Both tranches of the Term Loan Facility shall be repaid in quarterly instalments commencing on 30 June 2019 and with a balloon payment on the respective maturity date of each tranche. Drawings under the Revolving Credit Facility are available on a revolving basis up to one month prior to the final maturity date of 14 December 2023 and proceeds under the Revolving Credit Facility will be used for general corporate purposes of the Maersk Drilling Group. As of the date of this Listing Document, the Revolving Credit Facility remains undrawn. The interest rate payable on a loan under Facility A of the Term Loan Facility and under the Revolving Credit Facility for each interest period is the applicable floating rate (by reference to the currency of that loan) plus a margin. The margin is subject to a margin ratchet which varies based on the ratio of the Maersk Drilling Group’s net-interest-bearing debt to its EBITDA. The interest rate payable on a loan under Facility B of the Term Loan Facility is fixed. The Syndicated Facilities are secured by (i) 1st priority mortgages on 20 of the Maersk Drilling Group’s 23 rigs/vessels (the “Syndicated Collateral Rigs”), (ii) 1st priority assignment of insurance of the Syndicated Collateral Rigs, (iii) 1st priority pledge of certain bank accounts and (iv) 1st priority share pledge in the group members being owners of the Syndicated Collateral Rigs and certain material intra-group charterers in respect of the Syndicated Collateral Rigs, see also “Organisational Structure”. In certain circumstances, earnings in respect of employment contracts for the Syndicated Collateral Rigs will be assigned in favour of the lenders under the Syndicated Facilities Agreement. In addition, the parties to the Syndicated Facilities Agreement have on 6 December 2018 entered into an intercreditor agreement (the “Intercreditor Agreement”). The Intercreditor Agreements provides, inter alia, for the subordination of certain intra-group loans and that certain hedging liabilities shall benefit from the transaction security provided on a subordinated basis. The Syndicated Facilities Agreement contains customary representations, certain covenants and undertakings (including on minimum requirements of the aggregate fair market value and insurance of the Syndicated Collateral Rigs, customary restrictions on the flag and classification society applicable to the Syndicated Collateral Rigs and restrictions on creating liens on the Syndicated Collateral Rigs) and customary events of default (in each case, subject to customary agreed exceptions, materiality tests, carve-outs and grace periods). In addition, the Syndicated Facilities Agreement contains minimum free liquidity, leverage ratio and equity ratio financial covenants, which the Maersk Drilling Group must comply with throughout the tenor of the Syndicated Facilities. In addition to scheduled repayment of principal, the Syndicated Facilities Agreement may become prepayable in whole or in part on the occurrence of certain customary events including a change of control of ListCo which will be triggered if (i) any person or group of persons acting in concert other than APMH, Maersk, the Relief Foundation and the Family Foundation (the “Majority Shareholders”) gains control, directly or indirectly, of more than 50% of the voting and/or Shares of ListCo; or (ii) the Majority Shareholders cease to own, directly or indirectly, at least 20% of the voting and/or Shares of ListCo. In addition, the Syndicated Facilities Agreement provides for mandatory prepayment in part in certain circumstances upon the sale, total loss or arrest of a Syndicated Collateral Rig based on the market value of the relevant Syndicated Collateral Rig in proportion to the remaining Syndicated Collateral Rigs. The Syndicated Facilities Agreement is governed by English law.

DSF Facility Agreement On 10 December 2018, MDH as original company, original borrower and original guarantor entered into a term facility agreement with, inter alia, Danmarks Skibskredit A/S as arranger, original lender and security agent (the “DSF Facility Agreement”). Two subsidiaries of MDH owning a total of three rigs/vessels are original guarantors under the DSF Facility Agreement. The DSF Facility Agreement provides that ListCo (i) must become party to the DSF Facility Agreement as an additional guarantor no later than 60 days after completion of the Demerger, (ii) has a right to become party to the DSF Facility Agreement as company (replacing MDH in that capacity) and additional borrower and (iii) may require that the loan drawn under the DSF Facility Agreement be transferred to and assumed by ListCo with the effect that ListCo replaces MDH as borrower in respect thereof. It is the intention that ListCo (a) will become party to the DSF Facility Agreement as company (replacing MDH in that capacity), additional borrower and additional guarantor and (b) will require that the loan drawn under the DSF Facility Agreement be transferred to and assumed by

187 ListCo with the effect that ListCo replaces MDH as borrower in respect thereof as soon as practicable after the Demerger. Other members of the Maersk Drilling Group may from time to time under customary conditions accede to the DSF Facility Agreement as an additional guarantor. The facility under the DSF Facility Agreement consists of a term loan facility in an aggregate principal amount of $350,000,000 with a final maturity date on 14 December 2025 (the “DSF Facility”). The DSF Facility was drawn in full by MDH on 14 December 2018 with the proceeds applied for the making of a dividend to Maersk. The DSF Facility shall be repaid in quarterly instalments commencing on 15 June 2019 and with a balloon payment on 14 December 2025. The interest rate payable on a loan under the DSF Facility for each interest period is the applicable floating rate (by reference to the currency of that loan) plus a margin. The margin is subject to a margin ratchet which varies based on the ratio of the Maersk Drilling Group’s net-interest-bearing debt to its EBITDA. The DSF Facility is secured by (i) 1st priority mortgages on the three of the Maersk Drilling Group’s 23 rigs/ vessels (the “DSF Collateral Rigs”), (ii) 1st priority assignment of insurance of the Collateral Rigs, (iii) 1st priority pledge of certain bank accounts and (iv) 1st priority share pledge in the owners of the DSF Collateral Rigs, see also “Organisational Structure”. In certain circumstances, earnings in respect of employment contracts for the Collateral Rigs has been or will be assigned in favour of the lenders under the DSF Facility Agreement. In addition, the parties to the DSF Facility Agreement have on 12 December 2018 entered into a subordination agreement that provides for the subordination of certain intra-group loans. The DSF Facility Agreement contains customary representations, certain covenants and undertakings (including on minimum requirements of the aggregate fair market value and insurance of the DSF Collateral Rigs, customary restrictions on the flag and classification society applicable to the DSF Collateral Rigs and restrictions on creating liens on the DSF Collateral Rigs) and customary events of default (in each case, subject to customary agreed exceptions, materiality tests, carve- outs and grace periods). In addition, the DSF Facility Agreement contains minimum free liquidity, leverage ratio and equity ratio financial covenants, which the Maersk Drilling Group must comply with throughout the tenor of the DSF Facility. In addition to scheduled repayment of principal, the DSF Facility Agreement may become prepayable in whole or in part on the occurrence of certain customary events including a change of control of ListCo which will be triggered if (i) any person or group of persons acting in concert other than the Majority Shareholders gains control, directly or indirectly, of more than 50% of the voting and/or Shares of ListCo; (ii) the Majority Shareholders cease to own, directly or indirectly, at least 20% of the voting and/or Shares of ListCo, (iii) Maersk ceases, without the prior consent of the security agent under the DSF Facility Agreement, to form part of the name of (a) one or more of the DSF Collateral Rigs save where specifically required under a charter entered into for the relevant DSF Collateral Rigs and (b) the corporate name of either (i) MDH or (ii) another company, which is the direct or indirect holding company of the owners of the DSF Collateral Rigs and which is a direct subsidiary of ListCo, or (iv) following completion of the Demerger, APMH ceases to be represented in the Board of Directors of ListCo. In addition, the DSF Facility Agreement provides for mandatory prepayment in part in certain circumstances upon the sale, total loss or arrest of a DSF Collateral Rig based on the market value of the relevant DSF Collateral Rig in proportion to the remaining DSF Collateral Rigs. The DSF Facility Agreement is governed by Danish law.

Working Capital Statement As of the date of this Listing Document, the Management believes that the working capital of the Maersk Drilling Group, which includes ListCo upon its incorporation, is sufficient for its present requirements for at least twelve months following the date of this Listing Document.

Quantitative and Qualitative Disclosures about Market Risks The Maersk Drilling Group’s activities expose it to a variety of financial risks including, but not limited to, market risks, including currency risk and interest rate risk, credit risk and liquidity risk. The Maersk Drilling Group’s overall financial risk management programme focuses on the unpredictability of financial markets and seeks to minimise the potential adverse effects on the Maersk Drilling Group’s financial performance. The Maersk Drilling Group uses derivative financial instruments to hedge certain currency and interest rate risks. Financial risk management is carried out by a central treasury department under policies

188 approved by the Board of Directors. The treasury department identifies, evaluates and hedges financial risks in accordance with the relevant policies.

Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the Maersk Drilling Group’s profit or the value of its holdings of financial instruments.

Currency risk The Maersk Drilling Group’s activities as well as functional currencies are in U.S. dollars in all material entities with a natural hedge between contract revenue and operating costs in non-U.S. dollar currencies that minimizes currency risk. For further details, see Note 3.4 to the Consolidated Financial Statements. As the income is primarily denominated in U.S. dollars, this is also the primary financing currency. All material commitments are in U.S. dollars. Cash kept in countries with limited access to repatriating surplus cash is subject to currency risks.

Interest rate risk At 31 December 2018, the Maersk Drilling Group’s debt is denominated in U.S. dollars and both surplus funds and borrowings are based on variable interest rates agreements. Interest rate swaps have been entered into resulting in 64% of the gross debt being at a fixed interest rate in 2019, 63% in 2020, 49% in 2021, 48% in 2022 and 46% in 2023.

Next Interest rate fixing Carrying 0 – 1 1 – 5 Borrowings by interest rate levels amount year years 5 years (in USD millions) 2018 3 – 6% ...... 1,470 533 937 0.0— Total ...... 1,470 533 937 —

For 2017 and 2016, the Maersk Drilling Group’s net debt comprised balances with related parties in the Maersk Group. The balances were in all material respects denominated in U.S. dollars based on variable interest rate agreements.

Credit risk The Maersk Drilling Group has exposure to financial and commercial counterparties. To minimise the credit risk, financial vetting is undertaken for all major customers. Financial assets at amortised cost comprise loans receivable and other receivables. These are all considered to have low credit risk and thus the impairment provision calculated on the basis of 12-month expected losses is considered immaterial. The financial assets are considered to be low risk when they have low risk of default and the issuer has a strong capacity to meet its contractual cash flow obligations in the near term. The Maersk Drilling Group applies the simplified approach to providing the expected credit losses prescribed by IFRS 9, which permits the use of the lifetime expected loss provision for all trade receivables. Customer contracts do not include unusual payment terms or material financing components. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. In accordance with IFRS 9, also non-due trade receivables have been impaired.

Maturity analysis of trade receivables 2018 2017 2016 (in USD millions) Receivables not due ...... 237 244 263 Less than 90 days overdue ...... 81 53 25 More than 90 days overdue ...... 24 3 2 Receivables, gross ...... 342 300 290 Expected credit loss ...... 3 3 2 Carrying amount ...... 339 297 288

189 Liquidity risk The Maersk Drilling Group’s liquidity and capital have historically been managed centrally by the Maersk Group, which have funded the activities of the Maersk Drilling Group. The Maersk Drilling Group’s excess liquidity prior to November 2018 was placed in cash pools with the Maersk Group, and the Maersk Drilling Group had facility agreements in place with the Maersk Group. In the Consolidated Financial Statements included in the Listing Document, the cash pools are presented as loans receivables for 2017 and 2016. In November 2018, the Maersk Drilling Group terminated its participation in the Maersk Group cash pool arrangement and established its own stand-alone cash pool set-up with Maersk Drilling A/S assuming all of the intercompany obligations previously held by MDH. See “Related Party Transactions.”

Carrying Cash flows including interest Maturities of liabilities and commitments amount 0 – 1 year 1 – 5 years 5-years Total (in USD millions) 2018 Borrowings ...... 1,470 173 1,396 257 1,826 Trade and other payables ...... 267 267 — — 267 Total recognised in balance sheet ...... 1,737 440 1,396 257 2,093 Operating lease and capital commitments ...... 52 20 10 82 Total ...... 492 1,416 267 2,175 2017 Borrowings ...... 1,632 1,760 — — 1,760 Trade and other payables ...... 244 244 — — 244 Total recognised in balance sheet ...... 1,876 2,004 — — 2,004 Operating lease and capital commitments ...... 35 18 9 62 Total ...... 2,039 18 9 2,066 2016 Borrowings ...... 1,953 58 2,070 — 2,128 Trade and other payables ...... 243 243 — — 243 Total recognised in balance sheet ...... 2,196 301 2,070 — 2,371 Operating lease commitments ...... 8 27 23 58 Capital commitments ...... 460 — — 460 Total ...... 769 2,097 23 2,889 At 1 January 2016 Borrowings ...... 2,975 418 2,813 — 3,231 Trade and other payables ...... 290 290 — — 290 Total recognised in balance sheet ...... 3,265 708 2,813 — 3,521 Operating lease commitments ...... 13 28 25 66 Capital commitments ...... 472 2 — 474 Total ...... 1,193 2,843 25 4,061

Significant Accounting Policies The Consolidated Financial Statements included in this Listing Document have been prepared in accordance with IFRS. The preparation of the Consolidated Financial Statements in accordance with IFRS requires the Management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses during the financial year. Actual results could differ from these estimates. Set forth below are summaries of certain of the most significant accounting policies used by Management. The Maersk Drilling Group’s basis of preparation in respect of its Consolidated Financial Statements, significant accounting policies, including new financial reporting requirements, significant accounting estimates and judgements are presented in Notes 5.1, 5.2 and 5.3 of the Consolidated Financial Statements included in this Listing Document.

190 Consolidation Consolidation is performed by summarising the financial statements of the entities within the Maersk Drilling Group as described in Note 5.1 of the Consolidated Financial Statements. Internal income and expenses, shareholdings, dividends, balances and gains on internal transactions within the Group are eliminated.

Foreign currency translation The Consolidated Financial Statements are presented in U.S. dollars, which is also the functional currency of most material companies within the Maersk Drilling Group. Transactions in currencies other than the functional currency are translated at the exchange rate prevailing at the date of the transaction. Monetary items in foreign currencies not settled at the balance sheet date are translated at the exchange rate as at the balance sheet date. Foreign exchange gains and losses are included in the income statement as financial income or expenses.

Significant accounting estimates and judgements The preparation of the Consolidated Financial Statements requires Management, on an ongoing basis, to make judgements and estimates and form assumptions that affect the reported amounts. Management forms its judgements and estimates on historical experience, independent advisors and external data points as well as in-house specialists and on other factors believed to be reasonable under the circumstances. In certain areas, the outcome of business plans, including ongoing negotiations with external parties to execute those plans or to settle claims that are raised against the Maersk Drilling Group, is highly uncertain. Therefore, assumptions may change or the outcome may differ in the coming years, which could require a material upward or downward adjustment to the carrying amounts of assets and liabilities. This note includes the areas, in which the Maersk Drilling Group is particularly exposed to a material adjustment of the carrying amounts as at the end of 2018.

Aspects of uncertainty In its assumption setting, Management deals with uncertainty in different aspects. One aspect of uncertainty is whether an asset or liability exists where the assessment is basis for recognition or de-recognition decisions, including assessment of control. Another aspect is the measurement uncertainty, where Management makes assumptions about the value of the assets and liabilities that are deemed to exist. These assumptions concern the timing and amount of future cash flows and the risks inherent in these.

Supply/demand for drilling rigs The Maersk Drilling Group is impacted by the demand for rigs as E&P Companies may cancel or defer projects and exert pressure for lower rates, more contract flexibility and low cost solutions when oil prices are low. Hence, the future long-term development in the oil price is (indirectly) impacting accounting estimates for the Maersk Drilling Group through the demand for drilling rigs.

Property, plant and equipment Property, plant and equipment are depreciated over their useful economic lives. Management assesses impairment indicators across this asset base. Judgement is applied in the definition of cash generating units and in the selection of methodologies and assumptions for impairment tests. The Maersk Drilling Group considers rigs with similar functionality and operating environment as cash generating units due to largely interdependent cash flows. Projected cash flow models are used when fair value is not obtainable or when fair value is deemed lower than value in use. External data is used to the extent possible and centralised processes, involving corporate functions, ensure that indexes or data sources are selected consistently observing differences in risks and other circumstances. Current market values for rigs are estimated using acknowledged brokers, but may be impacted by distress in the market.

Impairment considerations Following the decline in the oil price from mid-2014, E&P Companies dramatically reduced their exploration and development activities adversely impacting offshore drilling activities. In addition, a decline in the break-even price for shale oil production made this the lowest cost option for new oil production. In 2018,

191 free cash flow generation by the E&P Companies increased compared to 2017, as a result of the higher average oil prices in 2018. E&P Companies continued to optimise their business models and structurally reduce offshore project costs through project optimisation, standardisation, digitisation, simplification, and service deflation. As a result of the structural approach to reducing offshore project costs, offshore project economics have improved significantly both in absolute terms as well as relative to other sources, including unconventional sources (shale oil). Consequently, offshore rig utilisation levels have been positively impacted by these demand- and supply-side factors. Supply/demand imbalance in the offshore rig market along with any uncertainty in regards to the future oil price projections driving demand were the key drivers for the impairment losses in the Maersk Drilling Group in 2016 and 2017. Based on the challenging market conditions impairment losses of $1.8 billion and $1.5 billion were recognised by the Maersk Drilling Group in 2017 and 2016, respectively. Operator demand for offshore drilling rigs rose during 2018, with demand for jack-up rigs growing slightly higher than the demand for floaters. Contractors continued to reduce offshore drilling rig supply, as 37 jack-up rigs and 20 floaters were scrapped during the year. Leading indicators continued to provide support for future drilling activity, as increased tendering activity translated into more awarded contracts throughout the year. Contracting activity also exhibited an element of direct awards, where operators, either through alliances or directly with selected drilling contractors, bypassed the tendering process. These factors have led to a change in Management’s expectations of the longer term prospects for the offshore drilling business, which is now more positive. The day rates in the medium term are expected to moderately increase compared to the all-time low rates. In line with analysts in the market, management expects a gradual move towards more economically sustainable rates in the long-term. The fair value estimates using the market approach are highly uncertain due to the character of the assets and few transactions. The value in use calculations for the individual cash generating units are sensitive to the day rates and to the risks of idle periods in the forecasts. In addition, the discount rate, growth rate and EBITDA margin after the budget period are critical variables. Impairment losses, recoverable amounts and discount rates and sensitivity disclosures are described in Note 2.3 of the Consolidated Financial Statements.

Depreciation and residual values Useful lives are estimated based on past experience. Management decides from time to time to revise the estimates for individual assets or groups of assets with similar characteristics due to factors such as quality of maintenance and repair, technical development and environmental requirements. See Note 5.2 of the Consolidated Financial Statements for the useful lives typically used for new assets. Residual values are difficult to estimate given the long lives of rigs, the uncertainty as to future economic conditions and the future price of steel, which are considered as the main determinant of the residual price. The long-term view is prioritised in order to disregard, to the extent possible, temporary market fluctuations which may be significant.

Legal disputes, uncertain tax positions, etc. Management’s estimate of the provisions in connection with legal disputes, including disputes on taxes and duties, is based on the knowledge available on the actual substance of the cases and a legal assessment of these. The resolution of legal disputes, through either negotiations or litigation, can take several years to complete and the outcome is subject to considerable uncertainty. The Maersk Drilling Group is engaged in a limited number of disputes with tax authorities of various scope. In evaluating the accounting impact of uncertain tax positions, the Maersk Drilling Group applies a two stage test in accordance with IAS 12 and IFRIC 23. If it is probable (i.e. a probability of more than 50%) that a tax authority will accept a particular uncertain tax position, then the tax position reported in these consolidated financial statements are consistent with what is or will be used in the tax returns of the entity and no further liability is recognised. However, if it is not probable that a tax authority will accept a particular uncertain tax position then the income tax accounting is adjusted generally by recognising an additional liability. The adjustment could also be a decrease in tax receivables or an adjustment to deferred tax balances depending on the tax position. The uncertain tax position is measured using either the most likely amount or the expected value, depending on which is thought to give a better prediction of the resolution of each uncertain tax position.

192 The classification as deferred or current tax is often encumbered with uncertainty due to the nature of these disputes and effects within joint taxation including calculated interest, and final assessments could impact the classifications and estimates of the disputes.

Deferred tax assets Judgement has been applied in the measurement of deferred tax assets with respect to the Maersk Drilling Group’s ability to utilise the assets. Management considers the likelihood of utilisation based on the latest business plans and recent financial performances of the individual entities.

Leasing Judgement is applied in the classification of lease as operating or finance lease when the Maersk Drilling Group is a lessor. The Maersk Drilling Group enters into a substantial amount of customer contracts, which are combined lease and service contracts like time charter agreements typically on a day rate basis. Management applies a formalised process for classification and estimation of present values for finance leases with use of specialised staff in corporate functions. The Maersk Drilling Group has no material finance leases.

Use of Non-IFRS Financial Measures Management has decided to present certain non-IFRS Financial measures in this Listing Document as they are considered both an important supplemental measure of the underlying business performance and widely used by investors in comparing performance between companies. Further, the non-IFRS financial measures may serve as useful financial indicators to investors in measuring Maersk Drilling Group’s ability to service its long-term debt and other fixed obligations and to fund its continued growth. However, the non-IFRS financial measures should not be considered as alternatives to measures of profit/ (loss) for the period, as indicators of operating performance, as measures of cash flow from operations or as indicators of liquidity. It should be noted that none of the measures presented are uniform or standardised and, accordingly, the calculation of each such measure may vary significantly from company to company. Consequently, the Maersk Drilling Group’s presentation and calculation of non-IFRS financial measures may not be comparable to that of other companies. Further, it should be noted that the non-IFRS financial measures are before-tax measures and the tax regimes under which the Maersk Drilling Group’s businesses operate vary substantially. Not all companies calculate non-IFRS financial measures in the same manner or on a consistent basis. As a result these measures may not be comparable to measures used by other companies under the same or similar names. Accordingly, undue reliance should not be placed on the non-IFRS financial measures contained in this Listing Document and they should not be considered a substitute for financial measures computed in accordance with IFRS. Below is set out definitions and reconciliation of non-IFRS financial measures presented in this Listing Document.

EBITDA and EBITDA before special items (non-IFRS) Management considers EBITDA to be a useful measure to monitor financial performance as it is not impacted by effect from capital investments in the form of depreciation, amortisation and impairment losses/reversals. Further, EBITDA is useful in calculation of cash conversion used to assess Maersk Drilling Group’s ability to convert profitability into operating cash flows. EBITDA before special items equals Profit before depreciation and amortisation, impairment losses/reversals and special items in the income statement. By adjusting EBITDA for special items defined by Management as non-recurring income and expenses not considered part of the Maersk Drilling Group’s ordinary operations the non-IFRS financial measure shows the Maersk Drilling Group’s underlying financial performance not impacted by non-recurring items.

193 The following table provides a reconciliation of Profit/loss before financial items and tax to EBITDA before special items:

Year ended 31 December 2018 2017 2016 (in USD millions) Profit/loss before financial items and tax ...... 1,001 (1,552) (702) Depreciation and amortisation ...... 403 468 589 Impairment losses/reversals ...... (810) 1,769 1,510 Share of results in joint ventures ...... 1 — — EBITDA (non-IFRS) ...... 595 685 1,397 Special items ...... 16 (2) (16) EBITDA before special items (non-IFRS) ...... 611 683 1,381 The following table provides a specification of special items:

Year ended 31 December 2018 2017 2016 (in USD millions) Transformation and restructuring costs ...... (20) — — Separation costs ...... (6) (3) — Other costs ...... — — (1) Compensation from shipyards due to late delivery of rig warranties, etc...... 10 5 17 Special items (non-IFRS) ...... (16) 2 16

Capex Capex is defined as investments in intangible assets and property, plant and equipment, including additions from business combinations. Capex is split into Newbuilding Capex, Maintenance Capex and Other Capex. Newbuilding Capex comprises investments in new rigs. Maintenance Capex comprises investments to maintain the operational capabilities of non-current assets, including compliance with regulatory requirements, and marketability of the rigs at current level. Other Capex comprises all other investments including costs to enhance the operational capabilities and marketability of the rigs. A number of factors are considered in determining whether a specific capex is classified as maintenance or other capex. Management considers Capex to be a useful measure to monitor the composition of capital investments as part of the assessment of Maersk Drilling Group’s free cash flows. The following table provides a specification of Capex:

Year ended 31 December 2018 2017 2016 (in USD millions) Newbuilding Capex (non-IFRS) ...... — 450 231 Maintenance Capex (non-IFRS) ...... 146 62 7 Other Capex (non-IFRS) ...... 36 8 69 Total Capex (non-IFRS) ...... 182 520 307

Net debt Net debt is defined as, at any time, the aggregate amount of interest-bearing debt (comprising borrowings and current and non-current portions of the long-term debt) with deducting of the aggregate amount of cash and bank balances and any interest-bearing receivables. Management considers net debt to be a useful measure to monitor the capital resources provided by external lenders.

194 The following table provides a specification of net debt:

Year ended 31 December 2018 2017 2016 (in USD millions) Interest-bearing debt ...... 1,470 1,632 1,953 Cash and bank balances ...... (372) (49) (460) Other interest-bearing receivables/payables ...... (1) (3,392) (4,161) Net debt (receivable) (non-IFRS) ...... 1,097 (1,809) (2,668)

Cash conversion Cash conversion is defined as cash flow from operating activities as a percentage of EBITDA. Management considers cash conversion to be a useful measure to assess Maersk Drilling Group’s ability to convert profitability into operating cash flows.

Adjusted free cash flow Adjusted free cash flow is defined as Cash flow from operating activities less Cash flow used for investing activities, adjusted for Newbuilding Cash flow and proceeds from sale of activities. Management considers adjusted free cash flow to be a useful measure to assess Maersk Drilling Group’s ability to generate cash flows to support the Maersk Drilling Group’s long-term strategic ambition. The following table provides a specification of Adjusted free cashflow:

Year ended 31 December 2018 2017 2016 (in USD millions) Cash flow from operating activities ...... 593 652 1,363 Cash flow used for investing activities ...... (136) (448) (328) Newbuilding Capex (non-IFRS) ...... — 450 231 Change in payables to suppliers regarding Newbuilding capex ...... — (1) 1 Sale of subsidiaries and activities ...... — (60) — Adjusted free cash flow (non-IFRS) ...... 457 593 1,267

195 CONSOLIDATED PROSPECTIVE FINANCIAL INFORMATION FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2019 Statement by Management The consolidated prospective financial information for the Maersk Drilling Group for the financial year ending 31 December 2019 has been prepared solely for the purpose of this Listing Document based on the principal assumptions stated under “—Methodology and Assumptions”. The accounting policies applied are in accordance with the accounting policies set out in the Notes to the Consolidated Financial Statements included in this Listing Document, except to the extent new accounting policies are required to be adopted in 2019 as disclosed in Note 5.1 to the Consolidated Financial Statements included in this Listing Document. The consolidated prospective financial information for 2019 is based on a number of factors, including certain estimates and assumptions. The principal assumptions upon which the Maersk Drilling Group has based the consolidated prospective financial information for the financial year ending 31 December 2019 are described under “—Methodology and Assumptions”. The consolidated prospective financial information for the financial year ending 2019 is based on a number of assumptions, and many of the significant assumptions the Maersk Drilling Group has used in preparing this information are outside of the Maersk Drilling Group’s control or influence. The consolidated prospective financial information for the financial year ending 2019 represents the best estimates of the Management at the date of publication of this Listing Document. Actual results are likely to be different from the consolidated prospective financial information for the financial year ending 31 December 2019, since anticipated events may not occur as expected and the variation may be material. You should read the consolidated prospective financial information for the financial year ending 31 December 2019 in this section in conjunction with “Risk Factors” included elsewhere in this Listing Document. See also “Special Notice Regarding Forward-Looking Statements”. Kgs. Lyngby, 4 March 2019

Maersk Drilling Holding A/S

Board of directors

Claus V. Hemmingsen Robert M. Uggla Chairman Vice Chairman

Kathleen McAllister Mads D. Winther Board member Board member

Martin N. Larsen Robert Routs Board member Board member

Executive management

Jørn Madsen Jesper Ridder Olsen CEO CFO

196 Report from the Independent Auditors Regarding the Consolidated Prospective Financial Information for the Financial Year Ending 31 December 2019 To shareholders and potential investors We have been engaged to issue a report as to whether the consolidated prospective financial information for 2019 for the Maersk Drilling Group has been properly compiled on the basis stated and whether the basis of accounting used for the consolidated prospective financial information is consistent with the accounting policies as set out in the Notes to the Consolidated Financial Statements included in the Listing Document. The consolidated prospective financial information for the Maersk Drilling Group is stated on pages 196 – 201 of this Listing Document. The basis is stated in the section “Methodology and Assumptions” below. We will express reasonable assurance in our conclusion. The expression “the basis of accounting used for the consolidated prospective financial information is consistent with the accounting policies as set out in the Notes to the Consolidated Financial Statements included in this Listing Document” means that the consolidated prospective financial information has been prepared according to the accounting policies stated in the Consolidated Financial Statements of Maersk Drilling Holding A/S as included in the F-pages F-32 – 36. The purpose of the consolidated prospective financial information is to reflect the expected financial effect of the action plans for 2019 prepared for the Maersk Drilling Group. Maersk Drilling Group’s actual consolidated result of operations for the period 2019 may differ from the consolidated prospective financial information for 2019, since anticipated events may not occur, and the variations may be material in each case. The consolidated prospective financial information has been prepared for the purpose of this Listing Document, which has been prepared in accordance with the Prospectus Regulation and may therefore not be appropriate for another purpose. Our report is issued in accordance with the Prospectus Regulation and has been prepared in accordance with generally accepted Danish practice for reports under the Prospectus Regulation and only in connection with the contemplated admission for trading and official listing on Nasdaq Copenhagen of Shares in The Drilling Company of 1972 A/S (to be established).

Management’s Responsibility Management is responsible for the proper compilation of the consolidated prospective financial information on the basis stated and for the basis of accounting used for the consolidated prospective financial information being consistent with the accounting policies as set out in the Notes to the Consolidated Financial Statements included in this Listing Document. Furthermore, Management is responsible for selecting the assumptions underlying the consolidated prospective financial information.

197 Auditor’s Responsibility Our responsibility is, in accordance with the Prospectus Regulation, to express a conclusion as to whether the consolidated prospective financial information has been properly compiled on the basis stated and whether the basis of accounting used for the consolidated prospective financial information is consistent with the accounting policies as set out in the Notes to the Consolidated Financial Statements included in this Listing Document. We have performed our work in accordance with ISAE 3000, Assurance Engagements Other than Audits or Reviews of Historical Financial Information and additional requirements under Danish audit regulation. PricewaterhouseCoopers is subject to the International Standard on Quality Control, ISQC 1, and thus applies a comprehensive quality control system, including documented policies and procedures concerning compliance with ethical requirements, professional standards and current statutory requirements and other regulation. We have complied with the independence requirements and other ethical requirements included in FSR—Danish Auditors’ guidelines for auditors’ ethical behaviour (Code of Ethics for Auditors) based on the basic principles of integrity, objectivity, professional competence as well as due diligence, confidentiality and professional behaviour. As part of our work, we have checked whether the consolidated prospective financial information has been properly compiled on the basis of the assumptions stated and according to the accounting policies stated as set out in the Notes to the Consolidated Financial Statements included in this Listing Document, including checking of the numerical consistency of the consolidated prospective financial information. Our work did not comprise an assessment of whether the assumptions applied are documented, well-founded and complete or whether the consolidated prospective financial information for 2019 can be realised, and therefore we express no conclusion thereon.

Conclusion Our conclusion is based on the understanding of the expression “the basis of accounting used for the consolidated prospective financial information is consistent with the accounting policies as set out in the Notes to the consolidated Financial Statements included in this Listing Document'' as defined in the introduction to this report. In our opinion, the consolidated prospective financial information for 2019 has been properly compiled on the basis stated and the basis of accounting used for the consolidated prospective financial information is consistent with the accounting policies as set out in the Notes to the Consolidated Financial Statements included in this Listing Document.

Copenhagen, 4 March 2019

PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab

Rasmus Friis Jørgensen Thomas Wraae Holm State Authorised Public Accountant State Authorised Public Accountant

198 Introduction Management has prepared the consolidated prospective financial information for the year ending 31 December 2019 for use in this Listing Document in accordance with applicable Danish laws and regulations. Such information is the responsibility of Management. The consolidated prospective financial information was not prepared with a view toward compliance with published guidelines of the SEC and the American Institute of Certified Public Accountants (the “AICPA”), for preparation and presentation of prospective financial information. Accordingly, this information does not include disclosure of all information required by the AICPA guidelines on prospective financial information. The prospective financial information is necessarily based upon a number of assumptions and estimates that, while presented with numerical specificity and considered reasonable by the Maersk Drilling Group, are inherently subject to significant business, operational, economic and competitive uncertainties and contingencies, and upon assumptions with respect to future business decisions that are subject to change. The Maersk Drilling Group’s expectations as to future developments may deviate substantially from actual developments, and the Maersk Drilling Group’s actual results of operations are likely to deviate, and may deviate materially, from the consolidated prospective financial information provided. Accordingly, potential investors should treat this information with caution and not place undue reliance on the expectations set forth below.

Methodology and Assumptions The consolidated prospective financial information for the year ending 31 December 2019 has been prepared on the basis of the Maersk Drilling Group’s accounting policies, which are in accordance with the recognition and measurement regulation of IFRS as adopted by the EU, consistent in all material respects with those applied in the Consolidated Financial Statements for the year ended and as of 31 December 2018, except to the extent any new accounting policies are required to be adopted for 2019 as disclosed in Note 5.1 to the Consolidated Financial Statements, and on the accounting estimates described therein. The consolidated prospective financial information for the year ending 31 December 2019 has been prepared for the purpose of this Listing Document in accordance with the Maersk Drilling Group’s ordinary forecasting and budgeting procedures and on a basis comparable to the historical financial information included elsewhere in this Listing Document. However, the consolidated prospective financial information is based on a large number of estimates made by the Maersk Drilling Group based on assumptions on future events, which are subject to numerous and significant uncertainties, for example, caused by business, economic and competitive risks and uncertainties, which could cause the Maersk Drilling Group’s actual results to differ materially from the prospective financial information presented herein. Certain of the assumptions, uncertainties and contingencies relating to the consolidated prospective financial information are outside of the Maersk Drilling Group’s control, including those relating to changes in political, legal, fiscal, market or economic conditions, improvement in macroeconomic conditions, currency fluctuations and actions by customers or competitors. While the Maersk Drilling Group has presented below the principal assumptions on which the prospective financial information is based, it is likely that one or more of the assumptions the Maersk Drilling Group has relied upon will not prove to be accurate in whole or in part. The Maersk Drilling Group’s actual results of operations could deviate materially from its forecasts as a result of other factors, including, but not limited to, those described under “Special Notice Regarding Forward-Looking Statements” and “Risk Factors”. For more information regarding principal factors that the Maersk Drilling Group expects could have a substantial effect on its results of operations, see “Operating and Financial Review—Factors Affecting Results of Operations”. For the purpose of preparing the consolidated prospective financial information for the year ending 31 December 2019, the Maersk Drilling Group has applied the principal assumptions set forth below.

EBITDA before special items (non-IFRS) The Maersk Drilling Group’s estimate of EBITDA before special items (non-IFRS) for the year ending 31 December 2019 is based on combining the assumptions on revenue generation and cost assumptions set out below. • Delivery of the 2019 contract backlog, which was $1,022 million as at 31 December 2018, is largely within the Maersk Drilling Group’s control with the day rates to be received contained within the

199 contract terms. In addition to dependency on the financial uptime delivered by operation of the rigs on firm contract, the level of revenue is influenced by the customer drilling programme including other contractors involved in the well, where due to downtime or adjustments in the programme the Maersk Drilling Group could be paid a lower rate than the expected day rate, for example waiting on weather rate or standby rate. (Largely within the Maersk Drilling Group’s control). • The Maersk Drilling Group assumes that operating cost levels in existing contracts and new contracts in existing geographies will be on par with operating cost levels seen in 2018. A continuation of the cost savings programme detailed in the “Business” section of this Listing Document is assumed to offset the level of inflation expected in certain geographies. It is assumed that inflation on operating costs is at a relative low level due to the current utilisation levels in the industry and supply chain. This includes crew costs where workers union agreed increases in Norway and the UK are included in the assumptions. (Within the Maersk Drilling Group’s control). • The assumption of additional earnings beyond that included in the contract backlog is based on two main factors: • Signing new contracts for 2019 for uncontracted rigs or periods. The length of and pricing assumed in new contracts are expected to be reflective of the market conditions outlined in the “Industry” section of this Listing Document. (Partly within the Maersk Drilling Group’s control); and • Delivery of other revenue from existing contracts from the delivery of third party services in addition to day rate services and earning performance bonuses. Third-party services revenue is driven by the Maersk Drilling Group’s ability to offer additional services and customers’ willingness to accept the Maersk Drilling Group as the contracting party for those services. As outlined in the “Business” section of this Listing Document, drilling contracts often include performance bonuses related to operational, safety and other performance measures. The Maersk Drilling Group’s ability to deliver performance above the level required to earn bonuses will determine the eventual level of revenue earned. (Partly within the Maersk Drilling Group’s control). • Additional operating costs due to new contracts and delivery of third party services are assumed to be aligned with existing cost levels on similar services and where differences in contract terms require different cost levels, it is assumed that the contract revenue will reflect this in all material respect. (Within the Maersk Drilling Group’s control.) • Stacking and reactivation costs are assumed to remain at levels seen in 2018 on an individual rig basis, with the consolidated level of reactivation costs higher due to the realisation of new contracts and the start-up of existing contracts within 2019. (Within the Maersk Drilling Group’s control). • Costs associated with SG&A assume a relative low level of inflation in 2019. Additional costs are expected in 2019 following establishment of new functions, such as Investor Relations and Treasury, and strengthening of existing functions following the separation of the Maersk Drilling Group from Maersk and becoming a stand-alone listed company. (Within the Maersk Drilling Group’s control). • During 2019, the Maersk Drilling Group expects to have an increased number of rigs on yard stays due to the requirement to perform five-yearly SPSs, from four rigs in 2018 to between seven and 10 rigs in 2019. The total number of days that the rigs are in yard and not earning revenue impacts the total EBITDA before special items (non-IFRS) negatively and comes with risks as set out in “Risk Factors”. The final scheduling and scoping of rig upgrades and yard stays are subject to commercial and operational planning. (Partly within the Maersk Drilling Group’s control). • Compared to 2018, the 2019 EBITDA before special items (non-IFRS) is expected to be negatively impacted by lower day rates for certain rigs, primarily in the floater segment, coming off historic contracts. (Partly within the Maersk Drilling Group’s control).

Capital expenditure Capital expenditure is assumed to increase in 2019 compared to 2018 reflecting the increase in the number of SPSs required across the fleet as well as the assumed increased number of reactivations of stacked rigs. Individual capital expenditure for SPSs is assumed to be in-line with recent SPSs. (Within the Maersk Drilling Group’s control). It is assumed that the Maersk Drilling Group continues to invest in commercial and technology upgrades of its rigs and operations, on a level similar to that seen in 2018, and is assumed there is no material impact on capital expenditure from acquisitions and disposals. (Within the Maersk Drilling Group’s control).

200 The forecast for capital expenditure also assumes that the Maersk Drilling Group’s fleet is well maintained, with continued high performance and low levels of equipment breakdown. In 2019, it is assumed that operational performance remains high and no significant unplanned maintenance is expected. (Within the Maersk Drilling Group’s control).

Additional assumptions In addition, the Maersk Drilling Group has made the following assumptions, which are entirely outside the Maersk Drilling Group’s control: • currency exchange rates in the year ending 31 December 2019 will be largely in line with the exchange rates seen in the later part of the second half of 2018. On a cost level, the majority of costs which are not in USD are materially matched to revenue in the same currency. Costs associated with the head office in Denmark are hedged with financial transactions and so are partly fixed in the assumptions. See Note 3.4 and 3.6 to the Consolidated Financial Statements included in this Listing Document. • there will be no changes in existing political, legal, fiscal, market or economic conditions or in applicable legislation, regulations or rules, or tax-related outcomes which, individually or in the aggregate, have a material adverse effect on the Maersk Drilling Group’s results of operations.

Non-IFRS Financial Measures EBITDA before special items and capital expenditure are not measures of financial performance or liquidity under IFRS. These measures are defined in the section “Presentation of Financial and Certain other Information” to which the Maersk Drilling Group refers. These measures are used by Management to monitor the underlying performance of the Maersk Drilling Group’s business and operations. Not all companies may calculate these measures in the same manner or on a consistent basis, and as a result, the Maersk Drilling Group’s presentation of such may not be comparable to measures used by other companies under the same or similar names. Accordingly, these non-IFRS financial measures presented should not be used alone or as substitutes of IFRS financial measures as net profit, cash flow or other financial measures computed in accordance with IFRS. In respect of the definition of these non-IFRS financial measures, reference is made to the section “Presentation of Financial and Certain other Information”.

Expectations for the Year Ending 31 December 2019 The Maersk Drilling Group targets: • EBITDA before special items (non-IFRS) to be around $400 million • Capital expenditure to be in the level of $300 – 350 million See “Special Notice Regarding Forward-Looking Statements”. The Maersk Drilling Group’s financial and operational performance is affected by various factors. For a discussion of certain of those factors that may have an adverse effect on the Maersk Drilling Group’s operational and financial performance, see “Risk Factors”.

201 BOARD OF DIRECTORS, EXECUTIVE MANAGEMENT AND KEY EMPLOYEES Upon completion of the Demerger and incorporation of ListCo, ListCo will have a two-tier governance structure consisting of the Board of Directors and the Executive Management. The two bodies are separate and have no overlapping members. The Executive Management will be supported by six of the Maersk Drilling Group’s key employees in its senior management team (the “Key Employees”), who together with the members of the Executive Management will constitute the Maersk Drilling Group’s management team.

Board of Directors The Board of Directors will be responsible for ListCo’s overall and strategic management and supervise ListCo’s activities, management and organisation. The Board of Directors will appoint and dismiss the members of the Executive Management, who will be responsible for the day-to-day operations of ListCo. Five of the six members of MDH’s board of directors have been proposed as members of the Board of Directors in ListCo and Claus V. Hemmingsen has also been proposed as Chairman in ListCo to be approved at the General Meeting in connection with the approval of the Demerger. Current member of the board of directors of MDH, Mads D. Winther, will not be proposed as member of the Board of Directors in ListCo and will resign from the board of directors of MDH upon approval of the Demerger. Further, in connection with the approval of the Demerger, Alastair Maxwell is expected to be elected as a member of the Board of Directors at the General Meeting. The General Meeting has been convened for 2 April 2019. In accordance with article 8.1 and 8.2 of ListCo’s proposed Articles of Association, ListCo’s general meeting shall elect between four and eight members to the Board of Directors and its chairman (the “Chairman”). In accordance with article 8.2 of ListCo’s proposed Articles of Association, the Board of Directors will elect its vice chairman (the “Vice Chairman”) among its members. In addition, a voluntary arrangement for group employee representation on the Board of Directors in accordance with article 8.3 of the proposed Articles of Association will become effective with effect from completion of the Demerger and it is expected that two employee representatives will join the Board of Directors upon completion of the Demerger. The members of the Board of Directors elected by the general meeting will be elected for a term of one year. Members of the Board of Directors may be re-elected. As set out in ListCo’s proposed Articles of Association, the employee representatives of the Board of Directors will be elected on the basis of a voluntary arrangement. If (i) the cooperation committee of ListCo or (ii) the employee elected representatives in the voluntary arrangement and the Board of Directors no longer agree on the voluntary arrangement, or if it is decided in a yes/no vote that employee representatives and any alternates are to be elected pursuant to Danish statutory law for employee representation in private and public limited companies, the voluntary arrangement regarding group representation will lapse. The same applies if the annual general meeting of ListCo decides to let the arrangement lapse, if the group election committee unanimously decides to terminate the arrangement or if employee representation on the Board of Directors in ListCo, MDH, Maersk Drilling A/S and/or a group company is established on another legal basis, including by business transfer. The employee representatives are expected to be elected in March 2019 for a term of four years and join the Board of Directors upon completion of the Demerger. The employee representatives hold the same rights and obligations as any other member of the Board of Directors.

202 The following persons are the expected members of the Board of Directors upon completion of the Demerger(1):

Year of first Appointment of Expected Independence ListCo Expiration of Name Position Assessment(2) (expected)(3) term (expected) Claus V. Hemmingsen ...... Chairman Not independent 2019 2020 Robert M. Uggla ...... Vice Chairman Not independent 2019 2020 Alastair Maxwell(4) ...... Board member Independent 2019 2020 Kathleen McAllister ...... Board member Independent 2019 2020 Martin N. Larsen ...... Board member Not independent 2019 2020 Robert Routs ...... Board member Independent 2019 2020

(1) Mads D. Winther will not be proposed as member of the Board of Directors in ListCo and will resign from the board of directors of MDH upon approval of the Demerger. (2) The assessment of independence is based on the criteria set out in the Corporate Governance Recommendations (as defined below). (3) Claus V. Hemmingsen initially joined the board of directors of MDH in 2012, Martin N. Larsen in 2018 and Robert M. Uggla, Kathleen McAllister and Robert Routs in 2019. (4) In connection with the approval of the Demerger, Alastair Maxwell is expected to be elected as a member of the Board of Directors. Upon completion of the Demerger, ListCo will have three board members, Claus V. Hemmingsen as Chairman, Robert M. Uggla as Vice Chairman and Martin N. Larsen, who are not considered independent. Alastair Maxwell, Kathleen McAllister and Robert Routs have been assessed by the board of directors of MDH to be independent. The proposed members of the Board of Directors of ListCo are considered to possess the professional skills and experience required to serve as members of the Board of Directors and to supervise and manage a company with shares admitted to trading and official listing on Nasdaq Copenhagen.

Biographies for the members of the board of directors of MDH and the proposed members of the Board of Directors Other than as presented below, none of the members of the board of directors of MDH nor the proposed members of the Board of Directors have been members of the administrative, management or supervisory bodies of a company or a partnership or a partner in a partnership outside the Maersk Drilling Group within the past five years. Claus V. Hemmingsen (Danish nationality) has been member of the board of directors of MDH from November 2012 and became the chairman in November 2016. Claus V. Hemmingsen is expected to be elected as Chairman of the Board of Directors of ListCo in connection with approval of the Demerger at the General Meeting. Claus V. Hemmingsen is currently a member of the Maersk Executive Board as vice CEO and CEO for Maersk’s Energy division, respectively, and was previously the CEO of Maersk Drilling from 2005 – 2016. He is currently also chairman of the board of directors of DFDS A/S, Maersk Supply Service A/S, Maersk FPSOs A/S, Maersk Contractors Nigeria Ltd. (in voluntary liquidation), Maersk Drilling (Saudi Arabia) Ltd (in voluntary liquidation) and Maersk Contractors Qatar W.L.L. (in voluntary liquidation). Claus V. Hemmingsen is currently also the chairman of Skibsfartsnævnet and the Danish-Chinese Business Forum the vice chairman of Danske Rederier (Danish Shipping) and a board member in the Relief Foundation, Det Forenede Dampskibs-selskabs Jubilæumsfond Tietgen Fonden Børsen, Peder og Kamma Koch Jensens Legat til Minde om Deres Forældre, Foreningen til Søfartens Fremme and the International Chambers of Shipping (ICS). In the past five years, Claus V. Hemmingsen has previously been chairman of the board of directors of Svitzer A/S, Maersk Tankers A/S, Maersk Supply Service A/S, Total E&P Danmark A/S (formerly Maersk Oil and Gas A/S), Maersk Egypt Offshore Services—FreeZone—SAE, Maritime Contractors de Venezuela S.A., Maersk Convincer Singapore PTE. LTD, and a board member of EDC SAE and A.P. Moller—U.S.A. Ltd. Claus V. Hemmingsen has supplemented his education with management courses at London Business School and holds an Executive MBA (honours) from IMD. Robert M. Uggla (Swedish nationality) was elected as vice chairman of the board of directors of MDH in January 2019 and is expected to be elected as a member of the Board of Directors of ListCo in connection with the approval of the Demerger at the General Meeting and Vice Chairman upon the constitution of the Board of Directors. Robert M. Uggla is currently CEO of APMH, Agata ApS and Estemco XII ApS.

203 Robert M. Uggla is currently also chairman of the board of directors of A.P. Møller Capital P/S, APMH Invest, A.P. Møller Capital GP ApS, Maersk Tankers A/S, Maersk Product Tankers A/S and APMH Invest IV A/S and member of the board of directors of Maersk and director of the Foundation Board for IMD. In the past five years, Robert M. Uggla has previously been CEO of Svitzer A/S, the chairman of the board of directors of Svitzer Holding UK Ltd. and a board member of Total E&P Danmark A/S (formerly Maersk Oil and Gas A/S) and Maersk Supply Service A/S. Robert M. Uggla holds a Master’s degree in Finance & Accounting, Stockholm School of Economics, Sweden. Alastair Maxwell (British nationality) is expected to be elected as a member of the Board of Directors of ListCo in connection with the approval of the Demerger at the General Meeting. Alastair Maxwell is currently CFO of GasLogLtd and GasLog Partners LP as well as a board member of several companies within the GasLog Group. Prior hereto, Alastair Maxwell had a 29 year career in the Investment Banking industry, most recently as Co-Head of Energy Investment Banking in Goldman Sachs Group, Inc. Alastair Maxwell holds a Bachelor of Arts in Modern Languages (Spanish and Portuguese) (Honours), Worcester College, Oxford University, and has attended the Corporate Finance Evening Programme, London Business School. Kathleen McAllister (U.S. nationality) was elected as a member of the board of directors of MDH in January 2019 and is expected to be elected as a member of the Board of Directors of ListCo in connection with the approval of the Demerger at the General Meeting. Kathleen McAllister is currently member of the board of directors of Höegh LNG Partners LP and Fluid Holding Corp. (the sole shareholder of Q’Max Solutions Inc.). In the past five years, Kathleen McAllister has previously been president, CEO, CFO and a member of the board of directors of Transocean Partners LLC as well as a board member of group companies within the Transocean Ltd. group. Previously Kathleen McAllister has been a vice president and treasurer of Transocean Ltd. Kathleen McAllister holds a Bachelor of Science in Accounting (with honours) from the University of Houston—Clear Lake. Mads D. Winther (Danish nationality) was elected as a member of the board of directors of MDH in April 2018 and he will not be proposed as member of the Board of Directors in ListCo and will resign from the board of directors of MDH upon approval of the Demerger. Mads D. Winther is currently senior vice president, Head of Strategy and M&A, Energy division of Maersk and interim CFO of Maersk Supply Service A/S. Further, Mads D. Winther is CEO of Maersk Supply Service International A/S, Maersk Supply Service Brazil Holdings A/S, Maersk Supply Service Philippines A/S and a registered director in Winther Invest ApS. Mads D. Winther is also chairman of the board of directors of Maersk Supply Service West Africa A/S and a member of the board of directors of Maersk Supply Service A/S, Maersk Amerika Plads Kommanditist A/S, Maersk Supply Service Brazil Holdings A/S, Maersk Supply Service Integrated Solutions A/S, Maersk Supply Service International A/S, Maersk Supply Service Nigeria A/S, and Maersk Supply Service Philippines A/S. In the past five years, Mads D. Winther has previously been a member of the board of directors of Höegh Autoliners AS, Sunrise 16 A/S and Maersk Amerika Plads P/S (dissolved October 2016). Mads D. Winther holds a Master of Science in Auditing and Accounting as well as one in Economics and Business Administration, Copenhagen Business School. Martin N. Larsen (Danish nationality) was elected as a member of the board of directors of MDH in September 2018 and is expected to be elected as a member of the Board of Directors of ListCo in connection with approval of the Demerger at the General Meeting. Martin N. Larsen is currently CFO of APMH and CEO of APMH Invest, A.P. Møller Capital GP ApS and APMH Invest III ApS. Martin N. Larsen is currently also member of the board of directors of APMH Invest, APMH Invest IV A/S, A.P. Møller Capital P/S, A.P. Møller Capital GP ApS, Maersk Tankers A/S, Maersk Product Tankers A/S (where he was also registered as CEO for a very brief period of time prior to becoming a board member), Assuranceforeningen Skuld (Gjensidig), Skuld Mutual Protection & Indemnity Association (Bermuda) Limited and Navigare Capital Partners A/S. In the past five years, Martin N. Larsen has previously been Head of Financial Planning at Maersk and CFO of Maersk Supply Service A/S. In addition, Martin N. Larsen has been chairman of the board of directors of Maersk Supply Service International A/S, Maersk Supply Service UK Ltd., Maersk Supply Service Singapore Pte Ltd., Maersk Supply Service Brazil Holdings A/S and a member of the board of directors of Maersk Crewing Australia Pty. Ltd., Maersk Supply Service Apoio Maritimo Ltda., Maersk Supply Service Canada Ltd., Maersk Supply Service Nova Scotia Ltd., Maersk Supply Service West Africa A/S and Ebba London Ltd. Martin N. Larsen holds an Executive MBA from London School of Economics/Columbia University, a Master of Science, Economics and Finance, Warwick University, and a Bachelor of Economics, University of Copenhagen. Robert Routs (Dutch nationality) was elected as a member of the board of directors of MDH in January 2019 and is expected to be elected as a member of the Board of Directors of ListCo in connection with the approval of the Demerger at the General Meeting. Robert Routs is currently chairman of the board of directors of Koninklijke DSM N.V. and a member of the board of directors of Maersk, Aecom and ATCO Ltd.

204 Previously, Robert Routs has been executive director of Royal Dutch Shell plc. In the past five years, Robert Routs has previously been chairman of the board of directors of Aegon N.V., vice chairman of the board of directors of Koninklijke KPN N.V. and a member of the board of directors of Total E&P Danmark A/S (formerly Maersk Oil and Gas A/S). Robert Routs holds a Masters in Chemical Technology and a PhD in Technical Sciences from the Technological University of Eindhoven and a Harvard Executive MBA.

Executive Management Pursuant to article 9.1 of the proposed Articles of Association, the Board of Directors shall appoint the members of the Executive Management. The Executive Management shall consist of one to three persons, who are responsible for the day-to-day management of the Maersk Drilling Group’s business. The CEO and CFO of MDH have both accepted to be appointed as members of the Executive Management of ListCo in connection with completion of the Demerger:

Year of appointment to Year of first current position in employment with the the Maersk Name Position Maersk Drilling Group Drilling Group Jørn Madsen ...... CEO 1990 2016 Jesper Ridder Olsen ...... CFO 2018 2018 The expected members of the Executive Management are considered to possess the professional skills and experiences required for their proposed positions in ListCo and to manage a company with shares admitted to trading and official listing on Nasdaq Copenhagen.

Biographies for the Executive Management Other than as presented below, none of the members of the Executive Management have been members of the administrative, management or supervisory bodies of a company or a partnership or a partner in a partnership outside the Maersk Drilling Group within the past five years. Jørn Madsen (Danish nationality) has been CEO of the Maersk Drilling Group since November 2016 and he has accepted to be appointed as CEO of ListCo upon completion of the Demerger. Prior to his appointment as CEO, Jørn Madsen was CEO of Maersk Supply Service A/S from 2015 – 2016 and prior hereto he has held positions as COO and Rig Manager in the Maersk Drilling Group from 1990 – 2015. Jørn Madsen is currently chairman of the board of directors of Maersk Decom A/S and a member of the board of directors of Maersk Training A/S. In the past five years, Jørn Madsen has previously been a member of the board of directors of EDC and Svitzer A/S. Jørn Madsen holds an MBA from IMD/University of Geneva, and a Master of Science, Mechanical Engineering from Technical University of Denmark. Jesper Ridder Olsen (Danish nationality) has been CFO of the Maersk Drilling Group since September 2018 and he has accepted to be appointed as CFO of ListCo upon completion of the Demerger. Prior to his appointment as CFO, Jesper Ridder Olsen was Head of Accounting, Control & Tax of Maersk from November 2017 to September 2018. Prior hereto, he has been a partner at Ernst & Young Godkendt Revisionspartnerselskab from June 2014 to November 2017 and prior to that he was from 2004 a partner at KPMG Statsautoriseret Revisionspartnerselskab. In the past five years, Jesper Ridder Olsen has previously been a member of the executive management of KPMG Statsautoriseret Revisionspartnerselskab and of the Nordic executive management of Ernst & Young. Moreover, Jesper Ridder Olsen has previously been a member of the board of directors of Damco International A/S, Damco International B.V., Holdingselskabet af 19. Marts 2010 A/S, Maersk Property A/S, Maersk Shipping 1 A/S, Maersk Shipping 2 A/S, Phonix II A/S, Phonix III A/S, Phonix IV A/S, Svitzer A/S, EY Net Source A/S, EY Komplementarselskabet Ejendommen Flintholm A/S, EY Ejendommen Flintholm K/S, CJ Ejendommen Fuglebakken Holding A/S (dissolved December 2018) and Ejendomsselskabet Borups Allé A/S (dissolved March 2017) and a partner in CJ Partnership I/S. Jesper Ridder Olsen holds a Master of Science, Business Administration and Auditing, Copenhagen Business School, and a Graduate Diploma in Business Administration, Financial and Management Accounting, Copenhagen Business School, and he was authorised as a State Authorised Public Accountant in 2001.

Key Employees The Maersk Drilling Group’s Key Employees comprise a number of experienced senior officers in the Maersk Drilling Group’s senior management team who will support the Executive Management in the day-to-day management of the Maersk Drilling Group within their functional areas.

205 The following senior officers are Key Employees:

Year of Year of first appointment employment to current with the position in Maersk the Maersk Drilling Drilling Name Position Group Group Angela Durkin ...... Chief Operating Officer 2015 2015 Morten Kelstrup ...... Chief Commercial and Innovation Officer 2018 2018 Klaus Greven Kristensen ...... General Counsel 2008 2017 Brian Nygaard ...... Chief Process and Information Officer 2015 2018 Frederik Smidth ...... Chief Technical Officer 1990 2010 Nikolaj Svane ...... Chief Strategy & Human Resources Officer 2006 2017

Biographies Other than as presented below, none of the Key Employees have been members of the administrative, management or supervisory bodies of a company or a partnership or a partner in a partnership outside the Maersk Drilling Group within the past five years. Angela Durkin (German nationality) has been Chief Operating Officer of the Maersk Drilling Group since May 2015. Prior hereto she has held several managerial positions with Baker Hughes Inc. until April 2015 within the oil field and services industry. Angela Durkin holds a Master degree in Electrical Engineering, University of Braunschweig—Institute of Technology. Morten Kelstrup (Danish nationality) has been Chief Commercial and Innovation Officer of the Maersk Drilling Group since May 2018. Morten Kelstrup joined the Maersk Group in 1998 and has more than 20 years of experience within the offshore oil and gas industry. Morten Kelstrup is currently a member of the board of directors of Maersk Decom A/S. In the past five years, Morten Kelstrup has previously been a member of the board of Oil & Gas UK (a trade association) and he was the chairman of the World Petroleum Congress, Danish Chapter. Morten Kelstrup holds an MBA, The University of Chicago—Booth School of Business, 2008, and a Master of Science, Economics and Business Administration, University of Aarhus, School of Business and Social Sciences. Klaus Greven Kristensen (Danish nationality) has been General Counsel of the Maersk Drilling Group since January 2017. He joined the Maersk Drilling Group in October 2008. Prior to joining Maersk Drilling Group, Klaus Greven Kristensen worked as a lawyer in G4S and Accura law firm. In the past five years, Klaus Greven Kristensen has previously been the CEO of Opes ApS. Klaus Greven Kristensen holds a Master of Law, University of Copenhagen. Brian Nygaard (Danish nationality) has been Chief Process and Information Officer of the Maersk Drilling Group since February 2018 and has held positions as Chief Strategy Officer and Head of Procurement since he joined the Maersk Drilling Group in 2015. Prior hereto Brian Nygaard has held various leadership positions primarily related to procurement and supply chain within the Maersk Group since he joined in 2005. Prior to joining the Maersk Group, Brian Nygaard worked as lawyer in Bech-Bruun and served as Staff Sergeant in the Danish Army. Brian Nygaard holds a Master of Law, University of Aarhus, an E-MBA in Business Administration and Management, IMD Business School, and a Graduate Diplima in Financial and Management Accounting (HD-R), Aarhus School of Business and Social Sciences. Frederik Smidth (Danish nationality) has been Chief Technical Officer of the Maersk Drilling Group since February 2010. Frederik Smidth joined Maersk in 1990 and has more than 28 years of experience within the offshore oil and gas industry. Frederik Smidth is currently also a partner at Dalgaard I/S (Partnership) and Farm (Partnership) as well as the chairman of the board of directors of FORCE Technology (an association). Frederik Smidth holds an MBA, IMD Business School/University of Geneva, and a Master of Science, Mechanical Engineering, Technical University of Denmark, and has attended several management programmes at IMD and INSEAD. Nikolaj Svane (Danish nationality) has been Chief Strategy & Human Resources Officer of the Maersk Drilling Group since February 2018 and was prior hereto Vice President, HR, from February 2017. Prior to this he was Senior Vice President, Head of Group HR, at Scandinavian Tobacco Group from September 2016 to February 2017. Nikolaj Svane joined Maersk Group in August 2006 and has held various human resources positions within the Maersk Group including executive HR roles in Maersk Oil until September 2016. Nikolaj Svane is

206 also a member of the board of directors of Maersk Decom A/S. Nikolaj Svane holds a Master of Political Science, University of Copenhagen.

Business Address The business address of the members of the Board of Directors, members of the Executive Management and the Key Employees will be Lyngby Hovedgade 85, DK-2800 Kgs. Lyngby, Denmark.

Statement on Past Records During the past five years, none of the members of the board of directors of MDH and the proposed members of ListCo’s Board of Directors or the expected members of the Executive Management nor the expected Key Employees have been: (i) convicted of fraudulent offenses; (ii) directors or officers of companies that have entered into bankruptcy, receivership or liquidation, other than as set out below; or (iii) subject to any public incrimination and/or sanctions by statutory regulatory authorities (including designated professional bodies) and have not been disqualified by a court from acting as a member of an issuer’s board of directors, executive board or supervisory body or being in charge of an issuer’s management or other affairs. Claus V. Hemmingsen was a member of the board of directors when the following companies entered into voluntary liquidation: Maersk Contractors Nigeria Ltd. (in voluntary liquidation), Maersk Drilling (Saudi Arabia) Ltd (in voluntary liquidation) and Maersk Contractors Qatar W.L.L. (in voluntary liquidation). Mads D. Winther was a member of the board of directors when the following company entered into voluntary liquidation: Maersk Amerika Plads P/S (dissolved October 2016). Jørn Madsen was a member of the board of directors when the following Maersk Drilling Group companies entered into voluntary liquidation: Maersk Drilling Caspian Sea A/S (dissolved April 2015) and Maersk XLE5 Norge A/S (dissolved November 2015). Jesper Ridder Olsen was a member of the board of directors when the following Maersk Drilling Group company entered into voluntary liquidation: Mærsk Gallant Norge A/S (entered into voluntary liquidation in October 2018 and not yet dissolved). Angela Durkin was a member of the board of directors when the following Maersk Drilling Group companies entered into voluntary liquidation: Mærsk Giant Norge A/S (dissolved May 2018), Maersk Guardian Norge A/S (dissolved May 2018), Mærsk Inspirer Norge A/S (entered into voluntary liquidation in September 2018 and not yet dissolved), Maersk Reacher Norge A/S (entered into voluntary liquidation in September 2018 and not yet dissolved) and Mærsk Gallant Norge A/S (entered into voluntary liquidation in October 2018 and not yet dissolved). Klaus Greven Kristensen was a member of the board of directors when the following Maersk Drilling Group companies (a) entered into voluntary liquidation: Mærsk Giant Norge A/S (dissolved May 2018) and Maersk Guardian Norge A/S (dissolved May 2018), Mærsk Inspirer Norge A/S (entered into voluntary liquidation in September 2018 and not yet dissolved), Maersk Reacher Norge A/S (entered into voluntary liquidation in September 2018 and not yet dissolved) and Mærsk Gallant Norge A/S (entered into voluntary liquidation in October 2018 and not yet dissolved), and (b) dissolved following a merger: Maersk Volve A/S (dissolved May 2018). Further, Klaus Greven Kristensen was the liquidator of the following Maersk Drilling Group companies: Maersk Drilling Caspian Sea A/S (dissolved April 2015) and Maersk XLE5 Norge A/S (dissolved November 2015). Also, Klaus Greven Kristensen was the CEO of Opes ApS when it entered into voluntary liquidation (dissolved March 2017).

Statement on Conflicts of Interest There are no family ties among the members of the board of directors of MDH and the proposed members of the Board of Directors, the expected members of the Executive Management or the expected Key Employees. Except as set out immediately below, the Maersk Drilling Group is not aware of any members of the board of directors of MDH, or any of the expected members the Executive Management or any of expected the Key Employees having been appointed to their current position pursuant to an agreement or understanding with the major shareholders, customers, suppliers or other parties other than a confirmation from APMH on each board members nomination and election as a board member. Claus V. Hemmingsen is, inter alia, the Vice CEO of Maersk, the chairman of Maersk Supply Service A/S (the joint venture partner of the Maersk Drilling

207 Group), a board member in the Relief Foundation (a major shareholder in Maersk) and he was the CEO and a board member of MDH until November 2016. Robert M. Uggla is, inter alia, CEO of APMH and the chairman of the board of directors of APMH Invest. In addition, Robert M. Uggla may from time to time receive distributions from the Family Foundation based on the foundation charter due to his family ties to the founder of Maersk. The Family Foundation holds 8.84% of the share capital and 13.12% of the votes in Maersk as of 28 February 2018 and is expected to hold 8.86% of the share capital and votes in ListCo following the completion of the Demerger. Martin N. Larsen is, inter alia, CFO of APMH and CEO of APMH Invest. APMH will own 41.62% of the Shares upon completion of the Demerger and is expected to transfer its Shares to its wholly owned subsidiary, APMH Invest, following completion of the Demerger. Mads D. Winther is, inter alia, senior vice president and Head of Strategy and M&A, Energy division of Maersk and interim CFO of Maersk Supply Service A/S. None of the members of the board of directors of MDH, or the expected Executive Management or any other of the expected Key Employees have conflicts of interest with respect to their duties as members of the board of directors of MDH and members of the Board of Directors, or the Executive Management or as Key Employees except for the proposed members of the Board of Directors, Claus V. Hemmingsen, Robert M. Uggla, Mads D. Winther and Martin N. Larsen, for the reasons set out in the paragraph above. See also “Ownership Structure, Shareholder Structure and Relationship with Maersk”, “Key Information—Interest of Natural or Legal Persons Involved in the Demerger” and “Related Party Transactions”. However, the Maersk Drilling Group may do business in the ordinary course with companies in which the members of the board of directors of MDH and the proposed members of the Board of Directors, or the expected Executive Management, or the expected Key Employees may hold positions as directors or officers. It will follow from the Rules of Procedure of ListCo’s Board of Directors and the Danish Companies Act that a member of the Board of Directors or the Executive Management shall not participate in the preparation, discussions or decision-making process concerning (a) an agreement between ListCo (or another company within the Maersk Drilling Group) and the member in question, (b) legal proceedings between ListCo (or another company within the Maersk Drilling Group) and the member in question or (c) an agreement between ListCo (or another company within the Maersk Drilling Group) and any third party or legal proceedings brought against any third party if the member in question has a significant interest therein that may conflict with the Maersk Drilling Group’s interests.

208 BOARD PRACTICES Management expects that the Board of Directors will adopt internal rules and procedures concerning board practises and committees in accordance with the description set out in this section and elsewhere in this Listing Document following completion of the Demerger and the constitution of the Board of Directors.

Board Practices and Committees The Board of Directors plans to convene at least five times per year, including a yearly strategy review and ad hoc meetings as required. Extraordinary board meetings will be convened when requested by a member of the Board of Directors, a member of the Executive Management or ListCo’s auditor. The members of the Executive Management will be entitled to participate in and express their view at meetings of the Board of Directors, unless decided otherwise by the Board of Directors. At ordinary board meetings, the Executive Management shall account for the business of the Maersk Drilling Group since the last meeting. The Board of Directors will form a quorum when more than half of its members are represented, including the Chairman or the Vice Chairman. Resolutions will be passed by simple majority. In the event of equal votes, the Chairman shall have the casting vote and in the absence of the Chairman, the Vice Chairman shall have the casting vote. See articles 8.4-8.5 of ListCo’s proposed Articles of Association. The Board of Directors shall annually revise and update the overall strategy, business and action plan of ListCo and approve the annual budget for the next financial year. The Board of Directors shall annually perform an assessment of the Board of Directors, including an assessment of the performance of the individual members as well as the collaboration with the Executive Management. The Board of Directors is expected to establish an Audit & Risk Committee, a Remuneration Committee, a Nomination Committee and a Safety & Sustainability Committee (as defined below). The Board of Directors is expected to adopt a charter for each committee setting out the purpose and responsibilities of each committee. The charters shall be reviewed and, if relevant, updated yearly. All committees will report and make recommendations to the Board of Directors.

Audit & Risk Committee ListCo’s audit and risk committee (the “Audit & Risk Committee”) shall primarily review and monitor the Maersk Drilling Group’s (i) financial reporting and related procedures; (ii) process with external auditors; and (iii) internal control and risk procedures, including legal, regulatory and IT risks. The Audit & Risk Committee shall monitor the internal controls and risk management systems of ListCo, including ListCo’s whistleblowing procedures, and ensure that the Executive Management has the adequate resources to identify and assess specific risks relevant to the Maersk Drilling Group. The Audit & Risk Committee’s responsibilities further include check and monitoring of ListCo’s external auditors’ independence and review of the audit process, including procedures for election of the external auditor. It is expected that the Audit & Risk Committee, upon completion of the Demerger, will consist of three members chosen by and among the members of the Board of Directors with Kathleen McAllister as chairman and Martin N. Larsen and Robert Routs as members. At least one member will have accounting or audit qualifications as well as financial capabilities and qualifications. In accordance with the Recommendations on Corporate Governance of the Danish Committee on Corporate Governance issued in November 2017 (the “Corporate Governance Recommendations”), it is expected that the Chairman of the Board of Directors will not be chairman of the Audit & Risk Committee and that the majority of the members of the Audit & Risk Committee, including the chairman of the Audit & Risk Committee, will meet the independence criteria set out in the Corporate Governance Recommendations. The Audit & Risk Committee is expected to hold a minimum of five meetings annually. Members of the Board of Directors and the Executive Management, relevant employees and external parties (e.g. advisers) may participate in the meetings of the Audit & Risk Committee upon invitation. The Executive Management, the head of the Company’s central accounting and control function and the Company’s external auditor shall attend the meetings of the Audit & Risk Committee if requested. At least once a year, the Audit & Risk Committee shall meet with the Company’s external auditor without the Executive Management being present.

209 Remuneration Committee ListCo’s remuneration committee (the “Remuneration Committee”) shall assist in maintaining and overseeing the Remuneration Policy for the members of the Board of Directors and the Executive Management, which includes the overall guidelines on incentive pay for the Board of Directors and the Executive Management in accordance with Section 139 of the Danish Companies Act. The Remuneration Committee shall evaluate and make recommendations for the remuneration of the members of the Board of Directors and the Executive Management, as well as annually review the remuneration of senior management and recommend a general incentive framework for other employees of the Maersk Drilling Group. Further, the Remuneration Committee shall assist with the preparation of the annual remuneration report. It is expected that the Remuneration Committee, upon completion of the Demerger, will consist of three members appointed by and among the Board of Directors with Claus V. Hemmingsen as chairman and Robert M. Uggla and Robert Routs as members. For the time being, the majority of the members of the Remuneration Committee is not expected to meet the independence criteria set out in the Corporate Governance Recommendations. The Committee shall convene when it is deemed necessary or appropriate in relation to ListCo’s needs, however expected to be convened at least three times a year. Members of the Board of Directors and the Executive Management, relevant employees and external parties (e.g. advisers) may participate in the meetings of the Remuneration Committee upon invitation. The Executive Management shall attend the meetings of the Remuneration Committee if requested.

Nomination Committee ListCo’s nomination committee (the “Nomination Committee”) shall assist the Board of Directors with ensuring that appropriate plans and processes are in place for the nomination of candidates to the Board of Directors and the Executive Management. The Nomination Committee shall evaluate the composition of the Board of Directors and the Executive Management, including making recommendations for the nomination or appointment of members of the Board of Directors and Executive Management. Further, if requested by the Board of Directors, the Nomination Committee shall assist with the annual evaluation of the Board of Directors. It is expected that the Nomination Committee, upon completion of the Demerger, will consist of two members appointed by and among the Board of Directors with Robert M. Uggla as chairman and Claus V. Hemmingsen as member. For the time being, none of the members of the Nomination Committee is expected to meet the independence criteria set out in the Corporate Governance Recommendations. The Nomination Committee shall convene when it is deemed necessary or appropriate in relation to ListCo’s needs, however, expected to be convened at least twice a year. Members of the Board of Directors and the Executive Management, relevant employees and external parties (e.g. advisers) may participate in the meetings of the Nomination Committee upon invitation. The Executive Management shall attend the meetings of the Nomination Committee if requested.

Safety & Sustainability Committee ListCo’s committee for corporate social responsibility, health, safety, security and environment (the “Safety & Sustainability Committee”) shall assist the Board of Directors with fulfilling its responsibilities to oversee the Maersk Drilling Group’s identification, management, and mitigation of risks, including the Maersk Drilling Group’s related policies, activities and management systems, associated with (i) matters of corporate social responsibility (“CSR”) including specifically those matters which are required to be reported on annually according to Danish law, including environmental and climate matters, social and employee matters, respect for human rights, anti-corruption and bribery matters; and (ii) health, safety, security and environment (“HSSE”). It is expected that the Safety & Sustainability Committee, upon completion of the Demerger, will consist of three members appointed by and among the Board of Directors with Claus V. Hemmingsen as chairman and Robert Routs and Alastair Maxwell as members. For the time being, the majority of the members of the Safety & Sustainability Committee is expected to meet the independence criteria set out in the Corporate Governance Recommendations.

210 The Safety & Sustainability Committee shall convene when it is deemed necessary by the chairman, subject to a minimum of two meetings a year. Members of the Board of Directors, the Executive Management, relevant employees and external parties (e.g. advisers) may participate in the meetings of the Safety & Sustainability Committee upon invitation. The Executive Management shall attend the meetings of the Safety & Sustainability Committee if requested.

Corporate Governance ListCo will be committed to exercising good corporate governance and the Board of Directors is expected to regularly assess rules, policies and practices in light of the Corporate Governance Recommendations. Nasdaq Copenhagen has incorporated the Corporate Governance Recommendations in the Rules for issuers of shares of 3 January 2018 (the “Issuer Rules of Nasdaq Copenhagen”). Accordingly, upon completion of the Demerger and with effect from the date of admission of the Shares to trading and official listing on Nasdaq Copenhagen, ListCo will be required to comply with or explain deviations from the Corporate Governance Recommendations as also required pursuant to Section 107b of the Danish Consolidated Financial Statements Act no. 1580 of 10 December 2015. In connection with the Demerger and admission of the Shares to trading and official listing on Nasdaq Copenhagen, the Board of Directors of ListCo will prepare a corporate governance report, which will also be made available on the Maersk Drilling Group’s website in connection with the Demerger. Information included on the Maersk Drilling Group’s website does not form part of and is not incorporated by reference into this Listing Document, unless otherwise specifically stated herein. The Maersk Drilling Group intends to comply in all material respects with 43 out of the 47 Recommendations on Corporate Governance. With respect to four recommendations, which are expected to deviate from or only partially comply with the recommended approach, Management believes that the deviations are well-founded and explanations for the alternative approach are set out below: (i) Recommendation 1.1.3: ListCo will publish quarterly trading updates in the form of company announcements instead of quarterly financial reports for Q1 and Q3. Quarterly trading updates will enable shareholders, analysts and other stakeholders to track the Maersk Drilling Group’s financial and business performance by providing a reporting overview of relevant financial metrics and key performance indicators, including relevant comparative figures. Additionally, the quarterly trading updates will contain management’s view on e.g. operating highlights, a market update, fleet status as well as relevant non-revenue items. Management believes this will be an appropriate level of disclosure based on its focus on creation of long-term shareholder value and the characteristics of the industry. (ii) Recommendation 3.4.2: The majority of the expected members of the Audit & Risk Committee and the Safety & Sustainability Committee are considered independent. The majority of the expected members of the Remuneration Committee and both of the expected members of the Nomination Committee are not considered independent. The composition of the board committees will be determined by the Board of Directors based on a number of criteria and consideration, including in particular qualifications, experience, market and company insight as well as ListCo’s shareholder composition. Independence is also part of that assessment, but the Board of Directors does not believe that it should be a decisive factor when assessing the optimal composition of its committees. (iii) Recommendation 4.2.2: The remuneration for the Board of Directors for the current financial year is not proposed to be approved separately in connection with the Demerger. The approval of remuneration for the Board of Directors for the current financial year will be included in the Articles of Association of ListCo as a separate agenda item for the annual general meeting. Accordingly, ListCo expects to comply with the recommendation from the next annual general meeting. (iv) Recommendation 4.2.3: It is contemplated that ListCo will not comply with the recommendation on information on remuneration on an individual level as ListCo is expected to await the Danish implementation of the EU Shareholder Rights Directive with regards to the specific requirements for disclosure of individual pay to ensure consistency in the disclosure. Further, MDH is of the opinion that information about remuneration on an individual basis does not serve any objective purpose. Accordingly, the annual report for 2018 for MDH only includes information on remuneration on an aggregated basis for the Board of Directors and Executive Management. The same approach is expected to be applied when preparing the Annual Report for 2019 for ListCo. MDH’s annual report for 2018 includes information on the correlation between the remuneration and the Maersk Drilling Group’s strategy and relevant related goals as well as the most important content of retention and resignation arrangements. ListCo is expected to prepare a remuneration report for the financial year 2020, including

211 the information as required by Danish law subsequent to the entry into force of the implementing acts related to the amended EU Shareholder Rights Directive.

Description of Procedures and Internal Control over Financial Reporting The Board of Directors and the Executive Management will be ultimately responsible for the Maersk Drilling Group’s risk management and internal controls in relation to its financial reporting, and approve the Maersk Drilling Group’s general policies in this regard. The Audit & Risk Committee will assist the Board of Directors in overseeing the financial reporting process and the most important risks. The Executive Management will be responsible for the effectiveness of the internal controls and risk management and for the implementation of such controls aimed at mitigating the risk associated with the financial reporting. While the Maersk Drilling Group continues to improve the procedures and internal controls, Management believes that the Maersk Drilling Group’s reporting and internal control systems enable it to be compliant with disclosure obligations applying to issuers whose shares are admitted to trading and official listing on Nasdaq Copenhagen. As part of the overall financial risk management, the Maersk Drilling Group has set up internal control systems, which will be reviewed regularly by the Board of Directors to ensure that these systems are appropriate and sufficient in relation to the Maersk Drilling Group’s activities and operations. Currently, the Maersk Drilling Group does not have any internal audit function. The Board of Directors will continuously review the need for such function. The Maersk Drilling Group’s procedures and internal controls are planned and executed to ensure a reasonable level of comfort that the financial reporting is reliable and in compliance with internal policies and gives a true and fair view of the Maersk Drilling Group’s financial performance, the financial position and material risks. The procedures and controls are furthermore planned with a view to support the quality and efficiency of the Maersk Drilling Group’s business processes and the safeguarding of the Maersk Drilling Group’s assets. The evaluation of the risks includes an assessment of the likelihood that an error will occur and whether the financial impact of such error would be material. In addition to the above, the control environment comprises, among other things, the following elements: • Consolidated monthly financial reports, including income statement, balance sheet and cash flow statement and developments with respect to working capital compared with budgeted performance and previous year performance. Explanations of material deviations together with key performance indicators are prepared by the Maersk Drilling Group’s financial controllers based on reporting from local entities. The monthly financial information package is currently reported to the executive management and board of directors of MDH, which will continue following the Demerger, i.e. reporting to the Board of Directors and Executive Management of ListCo. • Business reviews. Monthly meetings are currently between the executive management of MDH and the head of the Energy division of Maersk focusing on current monthly performance. Following the Demerger, the Executive Management will have monthly meetings focusing on current monthly performance. • Quarterly Business Reviews. Quarterly meetings are currently held between the executive management of MDH and heads of departments in Maersk and the head of the Energy division of Maersk at which the overall financial performance is discussed and priorities and plans for the coming months are discussed. Following the Demerger, the quarterly meetings will be held between the Executive Management and the Board of Directors at which the overall financial performance is discussed and priorities and plans for the coming months are discussed. • Budgets and financial plans. The Maersk Drilling Group applies an overall planning cycle comprising annual budgets and quarterly updating of financial plans for the year. The annual budget is approved by the board of directors of MDH and ultimately by the board of directors of Maersk, including an income statement, balance sheet and cash flow statement. Following the Demerger, the annual budget will be approved by the Board of Directors. • Self-assessments of internal controls are performed by each local entity and reported to the Maersk Drilling Group’s Financial Reporting and Control every six months. The self-assessments are tested by the financial controllers in connection with controller visits.

212 • The Maersk Drilling Group’s financial controllers regularly visit the Maersk Drilling Group’s operating subsidiaries. These visits take place according to a plan for the year and in accordance with defined control procedures and standards. The findings and conclusions of controller visits are reported to Maersk Drilling Group’s CFO, the respective local managements, the external Auditors and other relevant recipients, which will continue after the Demerger. • The basis and underlying assumptions for all material investments in intangible and tangible assets are requested in a predefined format and approved by investment committee of Maersk, and, depending on the nature and size of the investment, by the board of directors of MDH. Following the Demerger, investments in intangible and tangible assets above defined thresholds will be requested in a predefined format and approved by a Maersk Drilling Group investment committee, and, depending on the nature and size of the investment, by the Board of Directors. The board of directors of MDH has implemented a whistleblower policy for the Maersk Drilling Group which will continue after the Demerger.

Audit The external auditors will be appointed for a term of one year by the annual general meeting upon recommendation by the Audit & Risk Committee. The framework for the auditors’ duties, including their remuneration, audit and non-audit tasks, is agreed annually between the Board of Directors and the auditors based on a recommendation from the Audit & Risk Committee.

213 REMUNERATION AND BENEFITS Compensation of ListCo’s Board of Directors, Executive Management and Key Employees It is proposed that the General Meeting approves the remuneration policy applicable for the Board of Directors and the Executive Management of ListCo (the “Remuneration Policy”) in connection with the approval of the Demerger. The proposed Remuneration Policy also includes the overall guidelines on incentive pay for the Board of Directors and the Executive Management of ListCo in accordance with Section 139 of the Danish Companies Act. The compensation of the Board of Directors and the Executive Management of ListCo described herein for 2019 has been determined in accordance with the principles set out the Remuneration Policy. The Remuneration Policy forms part of the materials published by Maersk in connection with convening for the General Meeting and following completion of the Demerger, the Remuneration Policy is expected to be available on ListCo’s website. Information included on ListCo’s website does not form part of and is not incorporated by reference into this Listing Document, unless otherwise specifically stated herein.

Compensation of ListCo’s Board of Directors Assuming the Remuneration Policy is adopted by the General Meeting, each ordinary member of the Board of Directors will receive a fixed annual base fee, while the Chairman and Vice Chairman will receive fixed multiples of the fixed annual base fee. Participation in a Board Committee entitles a member of the Board of Director to an additional fixed annual fee based on a proportion of the fixed annual base fee. The members of the Board of Directors will receive a fixed annual base fee of approximately $70,000 for the financial year 2019 while the Chairman will receive three times the fixed annual base fee and the Vice Chairman will receive two times the fixed annual base fee for their extended duties. The chairman of the Audit & Risk Committee will receive 2/3 times the fixed annual base fee for the financial year 2019, whereas the Audit & Risk Committee’s other members will receive 1/3 times the fixed annual base fee for the financial year 2019. The chairmen of the Remuneration Committee and of the Safety & Sustainability Committee will each receive 1/3 times the fixed annual base fee for the financial year 2019, whereas the Remuneration Committee’s and the Safety & Sustainability Committee’s other members will each receive 1/4 times the fixed annual base fee for the financial year 2019. The chairman and other members of the Nomination Committee will not receive additional fees as such roles are considered part of the Chairman’s or other board members’ roles. Should a member of the Board of Directors, including the Chairman or Vice Chairman, assume specific ad-hoc tasks beyond the normal work as a member of the Board of Directors, the Board of Directors will decide on a fixed fee for such tasks. Expenses, such as travel and accommodation relating to Board meetings, meetings of board committees and relevant training, will be reimbursed in accordance with ListCo’s travel policy applicable at executive level. In addition to the fixed annual fee, ListCo pays social security contributions within the EU to the extent imposed by foreign national authorities in relation to fixed fees and reimbursable expenses. The members of the Board of Directors shall not receive any incentive pay from ListCo. No member of the Board of Directors will be entitled to any kind of compensation upon resignation as a member of the Board of Directors. The Maersk Drilling Group has not, and ListCo will not upon the Demerger being completed, allocate funds or make provisions for any pension benefits, severance scheme or the like for the members of the Board of Directors and will have no obligation to do so.

Compensation of ListCo’s Executive Management In respect of the financial year ended 31 December 2018, the expected members of ListCo’s Executive Management have received compensation from other Maersk Drilling Group entities for services performed to such Maersk Drilling Group entities in their current positions which consisted of fixed pay (a fixed annual cash wage, from which any contribution made by the Maersk Drilling Group towards the cost of the pension or company car elections will be deducted), cash bonus, share-based awards and certain benefits generally available to employees at the location (for instance phone, insurance coverage, news subscriptions, training/education, etc.).

214 Total remuneration of the Executive Management for the financial year ending 31 December 2018(1)

Other Cash bonus Share-based non-monetary Fixed Pay received(2) payments granted benefits Total $1.2 million ...... $0.8 million $0.2 million $0.0 million $2.2 million

(1) The amounts included in the table in USD have been converted from DKK at the rate of 6.31629 DKK / USD for 2018 and 6.420 DKK/USD for 2019. Moreover, the amounts included for the CFO relate to amounts received on or after 1 September 2018 when he was first employed in the Maersk Drilling Group. (2) The cash bonus received relates to the bonus to be paid in 2019 for the performance year 2018. For the financial year ending 31 December 2019 agreements about incentive pay for members of Executive Management have been entered into conditional on approval of the Demerger and the Remuneration Policy at the General Meeting, and, subject to approval hereof, will continue on the terms already agreed. Accordingly, the compensation of the Executive Management may consist of a combination of (a) fixed pay (a fixed annual cash wage, from which any contribution made by the Maersk Drilling Group towards the cost of the pension or company car elections will be deducted), (b) other non-monetary benefits, such as, phone, insurance coverage, annual health check, newspaper subscriptions, training/education, and similar benefits that are generally made available to other employees at the location and (c) incentive pay. Under the STI (Short-term Incentive Plan) for the financial year 2019, the target annual cash-based bonus payable can constitute an amount corresponding to up to 50% of the member of the Executive Management’s fixed pay at the end of the performance period of earning the cash incentive. The maximum bonus is 200% of the participant’s individual target. See “Incentive Schemes—Maersk Drilling Short-term Incentive Plan for Executive Management 2019 and Maersk Drilling Short-term Incentive Plan 2019 (Senior Leaders) (“STI”)” for further details. Under the LTI (Long-term Incentive Programme), the Executive Management may for the financial year 2019 be granted up to 100% of fixed pay in the form of a combination of Restricted Share Units and Performance Share Units. The first grant under the LTI is expected to have an aggregate value of $1.6 million for the Executive Management. See “Incentive Schemes—Maersk Drilling RSU Long-term Incentive Programme for Executive Management 2019, Maersk Drilling PSU Long-term Incentive Programme for Executive Management 2019 and Maersk Drilling RSU Long-term Incentive Programme 2019 (“LTI”)” for further details. The members of the Executive Management participate in a cash-based stay-on/transaction bonus scheme that, subject to certain conditions, provides for a total aggregate cash bonus opportunity of $1.7 million, to be paid in two instalments following completion of the Demerger. See “Incentive Schemes—Cash-based stay-on/transaction bonus”. Further, following completion of the Demerger the members of the Executive Management are expected to receive grants under transition agreements in relation to the forfeit of any unvested restricted shares and share options under the Maersk Group’s existing long-term incentive programmes, which are expected to constitute an amount of two times the annual level of the LTI grant. The maximum total fair value of the transition award for any recipient will therefore constitute an amount corresponding to two times the value of fixed pay. See “Incentive Schemes—Transition agreements in relation to Maersk’s existing long-term incentive programmes” for further details. Maersk Drilling Group has the option of reclaiming, in full or partial, granted incentive remuneration from members of the Executive Management in certain situations, including situations where incentive remuneration was awarded or paid out on the basis of information, which subsequently proved to be incorrect (clawback). The Executive Management will be subject to a share ownership requirement of twice the annual LTI grant level applicable, i.e. corresponding to two years’ fixed pay for a recipient who receives an annual grant at the maximum annual grant level of 100% under the Remuneration Policy. In case the share ownership requirement will not be met through the member of the Executive Management’s existing holding of ListCo Shares and Shares obtained under any long-term incentive scheme, the member of the Executive Management will not be required to purchase additional Shares to meet the share ownership requirement. The share ownership requirement will apply during the member of the Executive Management’s employment and will continue to apply for a period of up to two years after end of employment (at 100% for the first year and reduced by 50% for the second year).

215 The Executive Management will not be able to sell any shares vesting until the total period from grant (inclusive of the vesting period) is five years, i.e. an additional holding period of two years in addition to the three year vesting period that applies to the annual long term incentive grant. The holding period applies irrespective of termination of employment. The members of the Executive Management are subject to a non-competition clause which applies worldwide. For a period of 12 months after end of employment, the member of the Executive Management in question will not be entitled to commence any activities or be engaged in any activities which compete wholly or partly with the drilling service activities of the Maersk Drilling Group at the time the employment ended. No separate compensation is paid in relation to the non-competition clause. The members of the Executive Management are subject to a non-solicitation clause. For a period of 12 months after end of employment, the member of Executive Management in question will not be entitled to induce, solicit, or encourage any companies or persons who within the last 18 months prior to the date of notice of termination have been customers of or had commercial relations with the Maersk Drilling Group to cease doing business in whole or part with the Maersk Drilling Group. No separate compensation is paid in relation to the non-solicitation clause. The termination notice period applicable to the Executive Management is 12 months for the Maersk Drilling Group and six months for the member of the Executive Management. In addition to the Maersk Drilling Group termination notice, Executive Management are entitled to a severance payment of up to six months’ fixed pay. However, if the employer serves notice of termination of the members of Executive Management’s employments during a pre-agreed period expiring on 31 December 2019, the members of the Executive Management will subject to certain conditions, be entitled to an extraordinary severance pay that is an additional one times the level of the agreed severance payment (i.e. an additional severance payment of up to six months’ fixed pay). The total payment relating to the notice period shall in any event not exceed two years’ total remuneration, including all remuneration components. The Maersk Drilling Group has not allocated funds or made provisions for any pension benefits, severance scheme or the like for any member of the Executive Management and has no obligation to do so. Moreover, the Maersk Drilling Group has not granted any loans, issued any guarantees or undertaken any other obligations to or on behalf of the members of the Executive Management.

Compensation of ListCo’s Key Employees In respect of the financial year ended 31 December 2018, the Key Employees have received compensation from other Maersk Drilling Group entities for services performed for such Maersk Drilling Group entities in their current positions which consisted of fixed pay (a fixed annual cash wage, from which any contribution made by the Maersk Drilling Group towards the cost of the pension or company car elections will be deducted), cash bonus, share-based awards and certain benefits generally available to employees at the location (for instance phone, insurance coverage, news subscriptions, training/ education, etc.). Furthermore, relocation assistance were provided to assist certain of the Key Employees who moved to Denmark on appointment to their current positions. These totals include amounts in relation to the CCIO only to the extent these amounts were received on or after 1 May 2018 when he was first employed in the Maersk Drilling Group.

Total remuneration of the Key Employees for the financial year ending 31 December 2018(1)

Other Relocation Cash bonus Share-based non-monetary assistance Fixed Pay received(2) payments granted benefits benefits Total $2.2 million ...... $1.1 million $0.3 million $0.1 million $0.1 million $3.8 million

(1) The amounts included in the table in USD have been converted from DKK at the rate of 6.31629 DKK / USD for 2018 and 6.420 DKK/USD for 2019. Moreover, the amounts included for the CCIO relate to amounts received on or after May 2018 when he was first employed in the Maersk Drilling Group. (2) The cash bonus received relates to the bonus to be paid in 2019 for the performance year 2018. For the financial year ending 31 December 2019 agreements about incentive pay for Key Employees have been entered into conditional on approval of the Demerger at the General Meeting, and, subject to approval hereof, will continue on the terms already agreed. Accordingly, the compensation of the Key Employees may

216 consist of a combination of (a) fixed pay (a fixed annual cash wage, from which any contribution made by the Maersk Drilling Group towards the cost of the pension or company car elections will be deducted), (b) other non-monetary benefits, such as, phone, insurance coverage, annual health check, newspaper subscriptions, training/education, and similar benefits that are generally made available to other employees at the location and (c) incentive pay. Furthermore, relocation assistance benefits may continue to assist certain of the Key Employees who moved to Denmark on appointment to their current positions. Under the STI for the financial year 2019, the target annual cash-based bonus payable can constitute an amount corresponding to up to 40% of a member of the Key Employee’s fixed pay at the end of the performance period of earning the cash incentive. The maximum bonus is 200% of the participant’s individual target. See “Incentive Schemes—Maersk Drilling Short-term Incentive Plan for Executive Management 2019 and Maersk Drilling Short-term Incentive Plan 2019 (Senior Leaders) (“STI”)” for further details. Under the LTI, the Key Employees may for the financial year 2019 be granted up to 50% of fixed pay in the form of Restricted Share Units. The first grant under the LTI is expected to have an aggregate value of $1.3 million for the Key Employees. See “Incentive Schemes—Maersk Drilling RSU Long-term Incentive Programme for Executive Management 2019, Maersk Drilling PSU Long-term Incentive Programme for Executive Management 2019 and Maersk Drilling RSU Long-term Incentive Programme 2019 (“LTI”)” for further details. The Key Employees participate in a cash-based stay-on/transaction bonus scheme that, subject to certain conditions, provides for a total aggregate cash bonus opportunity of $1.6 million, to be paid in two instalments following completion of the Demerger. See “Incentive Schemes—Cash-based stay-on/transaction bonus”. Further, following completion of the Demerger the members of the Key Employees are expected to receive grants under a transition agreements in relation to the forfeit of any unvested restricted shares and share options under the Maersk Group’s existing long-term incentive programmes. The maximum total fair value of the transition award for any recipient will constitute an amount corresponding to two times the value of fixed pay. See “Incentive Schemes—Transition agreements in relation to Maersk’s existing long-term incentive programmes” for further details. The Key Employees will be subject to a share ownership requirement which consists of a holding of shares of ListCo of twice the annual LTI grant level applicable. In case the share ownership requirement will not be met through the Key Employee’s existing holding of ListCo Shares and Shares obtained under any long-term incentive scheme, the Key Employee will not be required to purchase additional Shares to meet the share ownership requirement. The share ownership requirement will apply during the Key Employee’s employment and will continue to apply for a period of up to two years after end of employment (at 100% for the first year and reduced by 50% for the second year). The Maersk Drilling Group may dismiss the Key Employees with 12 months’ notice and the Key Employees may terminate their respective employment contracts with six months’ notice. If the employer serves notice of termination of the Key Employees’ employments during a pre-agreed period expiring on 31 December 2019, the Key Employees will subject to certain conditions, be entitled to up to nine months’ fixed pay as extraordinary severance pay. In addition, the Key Employees will be entitled to statutory severance pay in accordance with the Danish Salaried Employees Act if the conditions are fulfilled.The total number of months paid notice, extraordinary severance pay and statutory severance pay shall not exceed 24 months. The Maersk Drilling Group has not allocated funds or made provisions for any pension benefits, severance scheme or the like for any of the Key Employees and has no obligation to do so. Moreover, the Maersk Drilling Group has not granted any loans, issued any guarantees or undertaken any other obligations to or on behalf of any of the Key Employees.

217 INCENTIVE SCHEMES A number of incentive programmes will apply to the Executive Management, Key Employees and certain other employees of the Maersk Drilling Group. Conditional on the approval of the Remuneration Policy at the General Meeting in connection with the Maersk shareholders’ approval of the Demerger, and subject to approval hereof, the 2019 short-term incentive plan will continue on the terms already agreed and the 2019 long-term incentive programmes will be established. Each of these programmes are described in further detail below and can be divided into the following three categories; (i) the Maersk Drilling Group’s short-term incentive plans, (ii) the Maersk Drilling Group’s long-term incentive plans and (iii) a cash-based stay-on/transaction bonus. In addition, the Executive Management and all of the Key Employees previously participated in Maersk’s existing long-term incentive programmes under which they received grants of restricted shares of Maersk and/or share options of Maersk that depending on the terms applicable to each Key Employee would have vested in 2019, 2020 and 2021. In connection with and subject to the Demerger the rights to such holdings have been forfeited and the participants will be granted transition grants in ListCo subject to and upon completion of the Demerger. A short description of certain transition agreements in relation hereto is included below.

Maersk Drilling Short-Term Incentive Plan for Executive Management 2019 and Maersk Drilling Short-Term Incentive Plan 2019 (Senior Leaders) (“STI”) The STI entered into force as of 1 January 2019 and will continue on existing terms subject to the completion of the Demerger. The Executive Management and all of the Key Employees as well as certain other employees may be eligible to receive an annual cash-based bonus. The opportunity for an annual cash-based bonus is dependent on the achievement of specific financial goals, the total results of the Maersk Drilling Group and other non-financial goals, which drive the longer-term performance of the Maersk Drilling Group. The size of the annual cash-based bonus will be decided by the Board of Directors upon recommendation from the Remuneration Committee based on the achievement against the measures established. Each participant has an individual target that is a percentage of the participant’s fixed pay. The target annual cash-based bonus payable under the STI can constitute an amount corresponding to up to 50% of fixed pay at the end of the performance period of earning the cash incentive for the members of the Executive Management and the Key Employees. The maximum bonus is 200% of the participant’s individual target if the Maersk Drilling Group’s achievement against all the measures established is at the maximum level. In this scenario, the maximum annual cash-based bonus payable under the STI is 100% of fixed pay, for a participant whose target bonus is at the maximum level of 50% of fixed pay. The cash-based bonus will generally be made once a year following the Board of Directors’ approval of the annual report of ListCo. In respect of the Executive Management, the Board of Director has discretion to limit the cash payment of the bonus to the amount of the participant’s individual target achievement and to provide that the excess is reinvested in Shares with a further holding period of two years from the scheduled bonus payment date. The Board of Directors may decide to withhold bonuses for the Executive Management in exceptional cases. The cash-based bonus may also be reduced due to individual performance. Payment to Executive Management is conditional upon the STI participant being employed, and not having provided or received notice of termination, within the Maersk Drilling Group at the time of pay-out.

Maersk Drilling RSU Long-Term Incentive Programme for Executive Management 2019, Maersk Drilling PSU Long-term Incentive Programme for Executive Management 2019 and Maersk Drilling RSU Long-term Incentive Programme 2019 (“LTI”) The LTI is expected to be established in connection with and subject to the completion of the Demerger and the listing of ListCo. The Executive Management will be eligible under their contracts to receive a number of restricted share units (“Restricted Share Units”) and performance-based restricted share units (“Performance Share Units”) as determined by the Board of Directors in their sole discretion. Key Employees and certain other employees will be eligible under their contracts to receive a number of Restricted Share Units as determined by the Board of Directors in their sole discretion.

218 The grant of Restricted Share Units and/or Performance Share Units under the LTI will be granted free of charge for each participant. Grants of Restricted Share Units will be on a revolving basis and do not depend on the achievement of specific goals. It is a requirement for participation in the LTI, and any grant thereunder that the participant in question is employed with Maersk Drilling Group on the date of the grant and that such employment is not under termination. Grants under the LTI may be awarded annually at the Board of Directors’ discretion and a full grant will not necessarily be made every year. The Board of Directors will consider the appropriate mix of different types of share-based incentives annually. Restricted Share Units and/or Performance Share Units granted under the LTI will have a total vesting period of three years beginning on the date of the grant. The vesting of the Restricted Share Units and/or Performance Share Units is subject to the participant’s continued employment with the Maersk Drilling Group at the time of the expiry of the vesting period and that such employment is not under termination. In addition, vesting of the Performance Share Units will be subject to achievement during a period of three consecutive years of one or more announced long-term financial target(s) determined by the Board of Directors. The Restricted Share Units will not be subject to any further conditions. The Board of Directors may at its sole discretion decide to accelerate the vesting. Upon vesting, participants will receive a number of Shares (equal to the number of Restricted Share Units and/or Performance Share Units vested which have not lapsed) free of charge. The delivery of Shares by ListCo to the participants upon vesting of the Restricted Share Units and/or Performance Share Units will be effected as soon as practically possible and in a manner as decided by ListCo. The Board of Directors will on behalf of ListCo be entitled to wholly or partially effect a cash settlement instead of delivering Shares upon vesting of Restricted Share Units and/or Performance Share Units. The fair market value of the LTI (which could be a mix of time vested Restricted Share Units and vested Performance Share Units) granted within a given financial year can annually amount up to 100% of the fixed pay of the recipient at the time of the grant. See “Remuneration and Benefits—Compensation of and key terms with ListCo’s Executive Management” and “Remuneration and Benefits—Compensation of and key terms with ListCo’s Key Employees” for details on the value of the first grant under the LTI. Further, ListCo is expected to publish a company announcement in connection with the implementation of the incentive schemes of the Maersk Drilling Group within a certain time after the completion of the Demerger. In addition, the Executive Management as well as Key Employees will upon completion of the Demerger receive Restricted Share Units according to certain transition agreements, which are expected to constitute an amount of two times the annual level of the LTI grant for Executive Management. See “Incentive Schemes—Transition agreements in relation to Maersk’s existing long-term incentive programmes” below for further details. Executive Management will not be able to sell any shares vesting until the total period from grant (inclusive of the vesting period) is five years, i.e. an additional holding period of two years in addition to the three year vesting period that applies to the annual long term incentive grant. The additional holding period does not apply in relation to sales to obtain funds for payment of taxes triggered by grants vested or Shares sold under the LTI. The holding period applies irrespective of termination of employment. The value of the transition award that corresponds to the value of the Maersk shares and share options which have been forfeited will not be subject to the share holding period requirements. Executive Management and Key Employees are also subject to a share ownership requirement of up to twice the annual long term incentive grant level applicable, i.e. corresponding to two years’ fixed pay for a recipient who receives an annual grant at the maximum annual grant level of 100% under the Remuneration Policy. The main purpose of the share ownership requirement is to ensure that management acts in the long term interests of shareholders by having a significant portion of their personal wealth invested in the Maersk Drilling Group. In case the share ownership requirement is not met through existing share holdings and shares obtained under any long-term incentive scheme, Executive Management and Key Employees will not be required to purchase additional shares to meet the share ownership requirement, but will be restricted from selling any shares that have vested (except for sales to obtain funds for payment of taxes triggered by grants vested or shares sold under the long term incentives). The share ownership requirement continues to apply for a period of up to two years after end of employment—at 100% for the first year, and reduced by 50% for the second year. For Executive Management, the value of the transition award that corresponds to the value of the Maersk shares and share options which have been forfeited will not be subject to the share ownership requirement.

219 Cash-Based Stay-On/Transaction Bonus The Executive Management, the Key Employees and certain other employees will be eligible to receive a cash-based bonus subject to the completion of the Demerger. The participation in the cash-based stay-on/ transaction bonus is conditional upon the participant not serving notice of termination of employment in the Maersk Drilling Group prior to the expiry of the third month following the listing of ListCo. The cash-based stay-on/transaction bonus is to be paid in two instalments. The first 50% of the bonus is due on the date of the listing on Nasdaq Copenhagen and the remaining 50% of the bonus will be paid at the expiry of the third month following the date of the listing. The aggregate value of the cash-based stay-on/transaction bonus for Executive Management and the Key Employees is expected to be approximately $3.3 million.

Transition Agreements in Relation to Maersk’s Existing Long-Term Incentive Programmes Subject to completion of the Demerger, each of the members of the Executive Management, the Key Employees and certain other employees of ListCo have forfeited all unvested restricted shares and share options of Maersk as of 1 January 2019. Further, each of the members of the Executive Management, the Key Employees and certain other employees have accepted that they will not be eligible for a grant in 2019 under any of Maersk’s existing long-term incentive programme, even if such eligibility is a condition of the contract of employment in place at the time. Subject to completion of the Demerger, ListCo is expected to grant employees who have forfeited unvested restricted shares or share options in Maersk’s existing long-term incentive programmes a number of Restricted Share Units of ListCo upon completion of the Demerger under the transition agreements. Such grant is in addition to any grants of Restricted Share Units and/or Performance Share Units under the LTI that the participants of the LTI may receive. Such grant will vest over a period of more than three years referring back to the time of the original grant of restricted shares or share options in Maersk’s existing long-term incentive programmes. The total fair value of the transition award, including the value of the Maersk restricted shares and share options forfeit, can constitute an amount corresponding to maximum two times value of fixed pay. Once granted, for Executive Management, the portion of the transition award that is in excess of the value of the Maersk shares and share options which have been forfeited will vest over three years and will be subject to the share ownership and the share holding period requirements that also apply to the regular annual incentive awards. For the Key Employees, the transition grant will be subject to the share ownership requirement. Further, ListCo is expected to publish a company announcement in connection with the implementation of the incentive schemes of the Maersk Drilling Group, including grants under the transition agreements, within a certain time after the completion of the Demerger.

220 OWNERSHIP STRUCTURE, SHAREHOLDER STRUCTURE AND RELATIONSHIP WITH MAERSK Ownership Structure The initial shareholders of ListCo will be identical to the shareholders of Maersk as of the Demerger Record Date with the exception of Maersk who will not receive Shares in ListCo for its treasury shares. ListCo’s share class structure will be different from the A and B share class structure of Maersk, as ListCo’s share capital will consist of one share class with equal voting and representation rights whereas Maersk’s A shares carry voting and representation rights and Maersk’s B shares do not carry voting or representation rights. Upon completion of the Demerger, the shareholders in Maersk will continue to be shareholders in Maersk and will also become shareholders in ListCo. The Receiving Shareholders will each hold the same relative nominal ownership percentage as they have in Maersk at the Demerger Record Date except that the total share capital and allocation will take into account that no Shares in ListCo will be allocated to Maersk on any treasury shares in connection with the Demerger in accordance with Danish law. As all shareholders with the exception of Maersk treasury shares in Maersk holding Shares on the Demerger Record Date will initially be shareholders in ListCo upon completion of the Demerger, this section refers to the major shareholders of Maersk and their expected shareholdings in ListCo upon completion of the Demerger. For a description of the expected ownership structure following completion of the Demerger, see “The Demerger”. Maersk’s share capital amounts to a total nominal value of DKK 20,816,862,000 divided into an A share class of DKK 10,756,378,000 and a B share class of DKK 10,060,484,000. Maersk shares are issued with a nominal value of DKK 1,000 or DKK 500. The A shares carry voting rights whereas the B shares do not carry voting or representation rights. Maersk’s A and B shares are admitted to trading and official listing on Nasdaq Copenhagen. As at 28 February 2019, Maersk had more than approximately 80,000 registered shareholders by name and, as of the date of this Listing Document, Maersk has received notification that the shareholders holding 5% or more of Maersk’s share capital and/or voting rights are:

Percentage of the Percentage of the Major shareholders (>5%) share capital votes A.P. Møller Holding A/S (APMH) ...... 41.51% 51.45% A.P. Møller og Hustru Chastine Mc-Kinney Møllers Familiefond (the Family Foundation) ...... 8.84% 13.12% Den A.P. Møllerske Støttefond (the Relief Foundation) ...... 3.11% 5.99%

A.P. Møller og Hustru Chastine Mc-Kinney Møllers Fond til almene Formaal (APM Foundation) (100%)

A.P. Møller Mærsk A/S (Maersk) (100 %)

Other Maersk divisions, Maersk Drilling Group including Transportation & Logistics

221 Other than as set out above, Maersk has informed the Maersk Drilling Group that it is not aware of any person who, directly or indirectly, owns an interest in Maersk’s share capital or voting rights that is notifiable under Danish law. APMH has informed the Maersk Drilling Group that it expects to transfer its shares in ListCo to its wholly owned subsidiary, APMH Invest following completion of the Demerger. After such transfer of Shares both the APM Foundation and APMH will continue to indirectly control ListCo. The Management does not have knowledge of any arrangements the operations of which may result in a change of the ultimate control of ListCo. Maersk has informed the Maersk Drilling Group that it as of 28 February 2019 held treasury shares of a nominal value of DKK 55,515,000. Following this date and prior to the General Meeting, Maersk’s holding of treasury shares may change due to Maersk’s obligations related to Maersk’s incentive programmes. No Shares will be allocated to Maersk on these treasury shares in connection with the Demerger. Upon completion of the Demerger, APMH will hold 41.62% of the shares and the votes in ListCo, the Family Foundation will hold 8.86% of the shares and votes in ListCo, and the Relief Foundation will hold 3.12% of the shares and votes in ListCo. This assumes no material change of their shareholdings in Maersk on the Demerger Record Date and no material change in treasury shares held by Maersk on the Demerger Record Date. These major shareholders are described below. Prior to the approval of the Demerger on 2 April 2019, it is expected that APMH and APMH Invest will agree to the Lock-Up Undertaking with the Joint Global Coordinators pursuant to which they will undertake a 360-days lock-up obligation. See “Terms and Conditions of the Demerger—Lock-Up Arrangements” for further details.

Major Shareholders A.P. Møller Holding A/S APMH, company registration (CVR) no. 25 67 92 88, is a public limited liability company incorporated in Denmark with a registered address on Esplanaden 50, DK-1263 Copenhagen K, Denmark. APMH was established on 20 December 2013 with the purpose to act as a holding company for the APM Foundation’s shareholding in Maersk and to invest in both Danish and foreign business enterprises. APMH is wholly owned by the APM Foundation described below. APMH has informed the Maersk Drilling Group that it expects to transfer its shares in ListCo to its wholly owned subsidiary, APMH Invest, following completion of the Demerger. APMH Invest, company registration (CVR) no. 36 53 38 46, is a public limited liability company incorporated in Denmark with a registered address on Esplanaden 50, DK-1263 Copenhagen K, Denmark. Robert M. Uggla, who is expected to be the Vice Chairman of the Board of Directors, is CEO of APMH and the chairman of the board of directors of APMH Invest. Martin N. Larsen, who is expected to be a member of the Board of Directors, is CFO of APMH and CEO of APMH Invest.

A.P. Møller og Hustru Chastine Mc-Kinney Møllers Fond til almene Formaal (the APM Foundation) The APM Foundation, company registration (CVR) no. 11 66 67 79, is a foundation with a license to do business (in Danish: “erhvervsdrivende fond”) established in Denmark with a registered address on Esplanaden 50, DK-1263 Copenhagen K, Denmark. Prior to incorporating APMH, the APM Foundation was a direct controlling shareholder of Maersk. The APM Foundation will not hold shares directly in ListCo but will do so indirectly through APMH. The purpose of the APM Foundation is to ensure a stable majority owner of Maersk and is, as such, precluded from divesting its majority voting right in Maersk. Further, as part of its purpose, the APM Foundation supports certain specified charitable causes. It has no specified beneficiaries.

A.P. Møller og Hustru Chastine McKinney Møllers Familiefond (the Family Foundation) The Family Foundation, company registration (CVR) no. 22 75 93 10, is a foundation (in Danish: “ikke-erhvervsdrivende fond”) established in Denmark with a registered address on Esplanaden 50, DK-1263 Copenhagen K, Denmark. The purpose of the Family Foundation is to ensure a stable minority owner of Maersk and ensure an adequate financial foundation for members of the A.P. Møller family. In this connection, Robert M. Uggla

222 may from time to time receive distributions from the Family Foundation based on the foundation charter due to his family ties to the founder of Maersk.

Den A.P. Møllerske Støttefond (the Relief Foundation) The Relief Foundation, company registration no. 11 72 38 88, is a foundation established in Denmark with a registered address on Esplanaden 50, DK-1263 Copenhagen K, Denmark. The purpose of the Relief Foundation is to support charitable and non-profit purposes. Claus V. Hemmingsen, who is expected to be Chairman of the Board of Directors, is also a board member in the Relief Foundation.

Relationship with Maersk Following the Demerger Following completion of the Demerger, Maersk will have no ownership interest in ListCo and each of Maersk and ListCo will operate as separate companies. Please refer to “The Demerger—Continuing arrangements between Maersk and ListCo post the Demerger” for a description of continuing agreements between Maersk and ListCo.

Shareholdings by Members of the Board of Directors, Executive Management and Key Employees The proposed members of the Board of Directors, as well as the expected members of the Executive Management and the Key Employees of the Maersk Drilling Group have as of the date of this Listing Document the following holdings of, restricted share options, stock options and shares in Maersk, and will upon completion of the Demerger, obtain two (2) Shares in ListCo for each share of nominal value DKK 1,000 and one (1) Share in ListCo for each share of nominal value DKK 500 held in Maersk at the Demerger Record Date. Subject to completion of the Demerger, each of the members of the Executive Management and the Key Employees have forfeited all unvested restricted shares and share options of Maersk as of 1 January 2019. Following completion of the Demerger the members of the Executive Management and the Key Employees are expected to receive grants under transition agreements in relation to the forfeit of any unvested restricted shares and share options under the Maersk Group’s existing long-term incentive programmes, and such numbers will be finally determined following completion of the demerger and announced in connection with the announcement of Maersk Drilling Groups implementation of its share-based incentive schemes. See “Incentive Schemes—Transition agreements in relation to Maersk’s existing long-term incentive programmes” for further detail. None of the members of the board of directors of MDH and proposed members of the Board of Directors, the expected members of the Executive

223 Management or the Key Employees of the Maersk Drilling Group will otherwise receive any Shares in ListCo in connection with the Demerger.

No. Of nom. No. Of nom. Maersk Maersk DKK 1,000 DKK 1,000 restricted stock A shares held B shares held B shares options Forfeited Forfeited No. of ListCo in Maersk as of in Maersk as of held as of held as of unvested unvested Shares to be Name and title in the 28 February 28 February 28 February 28 February restricted stock received in the Maersk Drilling Group 2019(1) 2019 2019 2019 shares(1) options(1) Demerger(2)(3) Board of Directors: Claus V. Hemmingsen, Chairman ...... 145 2,067 167(7) 2,697(7) 0.0— 0.0— 4,424(8) Robert M. Uggla, Vice Chairman ...... 1,000(4) 1,148 67 — — — 4,296 Alastair Maxwell(5) ...... — — — — — — — Kathleen McAllister ...... — — — — — — — Mads D. Winther(6) ...... — 5 125(9) — — — 74(9) Martin N. Larsen ...... — 55 36(10) — — — 182(10) Robert Routs ...... 25 — — — — — 50

Executive Management: Jørn Madsen, CEO ...... — — — — 326 — — Jesper Ridder Olsen, CFO ...... — — — — 43 459 —

Key Employees: Angela Durkin, Chief Operating Officer ...... — — — — 219 — — Morten Kelstrup, Chief Commercial and Innovation Officer . . — 68 — — 128 — 136 Klaus Greven Kristensen, General Counsel ...... — — — — 50 — — Brian Nygaard, Chief Process and Information Officer . . . . . — — — — 49 — — Frederik Smidth, Chief Technical Officer ...... 5 — — — 114 — 10 Nikolaj Svane, Chief Strategy & Human Resources Officer . . . — — — — 52 — —

(1) Subject to completion of the Demerger, each of the members of the Executive Management and the Key Employees have forfeited all unvested restricted shares and share options of Maersk as of 1 January 2019. Following completion of the Demerger the members of the Executive Management and the Key Employees are expected to receive grants under transition agreements in relation to the forfeit of any unvested restricted shares and share options under the Maersk Group’s existing long-term incentive programmes, and such numbers will be finally determined following completion of the demerger and announced in connection with the announcement of Maersk Drilling Group’s implementation of its share-based incentive schemes. (2) On the basis of the number of shares held in Maersk provided this has not changed prior to the Demerger Record Date. (3) In addition hereto, it has been agreed that members of the Executive Management and Key Employees will receive Restricted Share Units and/or Performance Share Units pursuant to the Maersk Drilling Group’s LTI and transition agreements. (4) Moreover, 2,500 A shares are held by closely related household persons. In addition, Robert M. Uggla may from time to time receive distributions from the Family Foundation based on the foundation charter due to his family ties to the founder of Maersk. (5) In connection with the approval of the Demerger, Alastair Maxwell is expected to be elected as a member of the Board of Directors. (6) Mads D. Winther will not be proposed as member of the Board of Directors in ListCo and will resign from the board of directors of MDH upon approval of the Demerger. (7) Expected to be granted additional Maersk restricted B shares and Maersk stock options in 2019. (8) Provided no Maersk stock options are exercised prior to the Demerger Record Date. (9) Including 64 ListCo shares to be received on the basis of 32 of the 125 Maersk restricted shares vesting as of 1 April 2019. (10) Including 72 ListCo shares to be received on the basis of all 36 restricted B-shares vesting as of 1 April 2019. As the A and B shares in Maersk are publicly traded on Nasdaq Copenhagen, other employees of the Maersk Drilling Group may hold shares in Maersk, which entitle them to receive Shares in ListCo upon completion of the Demerger; however, no such employee has reported shareholdings in Maersk of 5% or more (see “Ownership Structure, Shareholder Structure and Relationship with Maersk”).

224 RELATED PARTY TRANSACTIONS On the date of the Demerger, Management, as well as APMH, the APM Foundation, Maersk and their respective board of directors and executive management as well as subsidiaries and affiliates are considered to be related parties. Related parties also include such persons’ relatives as well as undertakings in which such persons have significant influence. Except as set out below, the Maersk Drilling Group has not undertaken any significant transactions with its members of Management, as well as APMH, the APM Foundation, Maersk and their respective board of directors and executive management as well as subsidiaries and affiliates, or undertakings outside of the Maersk Drilling Group, in which related parties have significant influence. In the past three financial years and to the date hereof, the Maersk Drilling Group made the following transactions with related parties which were all carried out on arm’s-length terms: • The Maersk Drilling Group received non-cash contributions of $1.23 million in Maersk Drilling A/S during 2016 from A.P. Møller-Maersk A/S which was offset against borrowings from A.P. Møller-Maersk A/S. • The Maersk Drilling Group paid a commission to Maersk Broker of $2 million in 2017 in connection with the acquisition of Newbuildings. No such commission was paid in 2016 or 2018. • On 14 July 2017, Maersk transferred the assets, liabilities and activities related to the four rigs Mærsk Gallant, Mærsk Giant, Mærsk Innovator and Mærsk Inspirer to the company Phoenix I A/S (now named Maersk Drilling North Sea A/S) as an equity transaction based on accounting values with effect 14 July 2017. Subsequently, Maersk on the same date transferred the shares in Maersk Drilling North Sea A/S—as a tax-exempt contribution without payment or issuance of new shares—to Maersk Drilling A/S. The carrying amount of the net assets transferred to Phoenix I A/S was $287 million. • In October 2017, a legal restructuring was completed regarding The Maersk Company Limited (TMCL) as part of the carve-out of non-drilling activities. Two drillships owned by TMCL on a finance lease were sold together with related assets and liabilities to legal entities owned by Maersk Drilling A/S. Subsequent to the internal sale, TMCL comprised only non-drilling activities, which were sold to Maersk at book value in November 2017. The book value of the Maersk Drilling Group’s drillships remained unchanged and the transaction in this sense had limited impact on the Maersk Drilling Group. • On 1 November 2017 as part of the separation of the Maersk Drilling Group from Maersk, employees who solely or predominantly performed work for Maersk Drilling A/S where transferred from Rederiet A.P. Møller A/S to Maersk Drilling A/S in accordance with the Danish Act on Transfer of Undertakings. • On 14 June 2018, Maersk Drilling A/S and Maersk Supply Service A/S established a new joint venture, Maersk Decom A/S, for the purpose of providing bundled decommissioning solutions to global oil and natural gas operators. • In November 2018 and December 2018 dividends totalling $3,337 million (i.e., $6,674 per share in MDH) were declared to Maersk in connection with the termination of the previous cash-pool set-up with Maersk and establishment of the Maersk Drilling Group’s separate financing arrangements under the Facilities Agreements and drawings made hereunder. Of the dividends declared $1,326 million were paid and distributed in cash, $1,837 million were distributed and settled by MDH’s assumption of certain inter-company debt obligations owed by Maersk to the Maersk Drilling Group and $174 million were distributed and settled by MDH’s assumption of debt owed by Maersk to a third party. • In December 2018, MDH entered into the Syndicated Facilities Agreement with, inter alia, Danske Bank A/S as bookrunner and mandated lead arrangers. See “Operating and Financial Review—Liabilities and Indebtedness” for further information on the Syndicated Facilities Agreement. • Certain other transactions between the Maersk Drilling Group’s entities including deposits, loans, management fees, royalties and interest, all in the ordinary course of business. The Maersk Drilling Group has not had significant transactions with the members of the Management apart from remuneration and staff costs and other than transactions with Maersk and APMH reflected above, which are considered related parties to the board members Claus V. Hemmingsen, Robert M. Uggla, Mads D. Winther and Martin N. Larsen, respectively. For information on remuneration paid to the Management and information on remuneration to be paid to the members of ListCo’s Board of Directors, Executive Management and Key Employees, see “Board of Directors, Executive Management and Key Employees—Board of Directors”, “Board of Directors, Executive Management and Key

225 Employees—Executive Management” and “Board of Directors, Executive Management and Key Employees—Key Employees”. Transactions with associates and joint ventures were limited to transactions with partly owned subsidiaries in the ordinary course of business. Maersk and the Maersk Drilling Group have or will enter into certain other related parties transactions prior to or upon completion of the Demerger, see also “The Demerger—Continuing arrangements between Maersk and ListCo post the Demerger”: • Maersk and ListCo will enter into Demerger Agreement upon approval of the Demerger at the General Meeting. Among other things, the Demerger Agreement will include a reciprocal hold harmless agreement under which ListCo shall indemnify and hold Maersk harmless from any and all costs, claims and liabilities incurred by Maersk and arising as a result of claims by ListCo’s creditors under the statutory demerger liability in respect of obligations existing as of 4 March 2019 together with any costs reasonably incurred by Maersk to third-party advisors in connection with recovery. Maersk will assume a similar obligation in respect of any and all costs, claims and liabilities incurred by ListCo and arising as a result of claims by Maersk’s creditors under the statutory demerger liability in respect of obligations existing as of 4 March 2019 together with any costs reasonably incurred by ListCo to third-party advisors in connection with recovery. • Pursuant to the Demerger Agreement, all assets and liabilities directly related to Maersk’s drilling operations, including parent guarantees provided by the Maersk Group relating to the Maersk Drilling Group and any outstanding obligation thereunder, shall be assumed by, transferred or assigned to ListCo to the extent possible. ListCo shall indemnify and hold harmless Maersk and each member of the Maersk Group from all such liabilities, including from all past, present and future liabilities or obligations under the parent guarantees issued by a Maersk Group company in respect of a Maersk Drilling Group company. This also applies in respect of any parent guarantee which cannot be transferred or assigned to ListCo in which case ListCo shall take over and assume the economic risk and benefit relating to the Maersk Drilling Group notwithstanding any such restrictions on transfer or assignment. In addition, ListCo shall indemnify and hold harmless Maersk from any and all costs, claims and liabilities incurred by Maersk which are directly related to or arise out of a breach of the Listing Agreement by ListCo or a statement made, document issued or information furnished by ListCo in connection with the Demerger or Listing. Similarly, Maersk shall indemnify and hold harmless ListCo from any and all costs, claims and liabilities incurred by ListCo which are directly related to or arise out of a breach of the Listing Agreement by Maersk or a statement made, document issued or information furnished by Maersk in connection with the Demerger or Listing. See “Terms and Conditions of the Demerger—Listing Agreement” for a description of the Listing Agreement. • Maersk and Maersk Training A/S have entered into a service agreement regarding services related to the operation of the property Dyrekredsen 20A, 5700 Svendborg which will be transferred to ListCo as part of the Demerger. • Moreover, Maersk, APMH and MDH will enter into the Branding Agreement regarding the Maersk Drilling Group’s future use of a number of trademarks, names, vessels and rig names and other designations including “Maersk Drilling” as trademark and company name, the Maersk blue colour and the seven-pointed star. As part of the Branding Agreement, MDH and ListCo will enter into a Sub-Use Rights Agreement extending the rights and obligations granted and imposed on MDH to ListCo, except that ListCo is not entitled to include “Maersk Drilling”, “MD” or similar designations in its company name. See “Business–Intellectual Property Rights” for further detail. • Further, the Demerger Agreement provides that the commercial agreements currently in effect between members of the Maersk Group and members of the Maersk Drilling Group, all of which have been entered into on arm’s length terms, will remain in effect following completion of the Demerger and may be terminated in accordance with their terms. • Maersk, MDH and Danske Bank A/S as Joint Global Coordinators are expected to enter into the Listing Agreement prior to the approval of the Demerger on 2 April 2019 relating to the Joint Global Coordinators’ assistance in connection with the Demerger and the Listing. See “Terms and Conditions of the Demerger—Listing Agreement” for a description of the Listing Agreement.

226 KEY INFORMATION Working Capital Statement See “Operating and Financial Review—Working Capital Statement”.

Capitalisation and Indebtedness See “Capitalisation and Indebtedness”.

Interest of Natural or Legal Persons Involved in the Demerger Management and Key Employees who hold shares in Maersk on the Demerger Record Date will receive two (2) Shares in ListCo upon completion of the Demerger for each share of nominal value DKK 1,000 and one (1) Share in ListCo upon completion of the Demerger for each share of nominal value DKK 500 held at the Demerger Record Date in Maersk. Management and Key Employees of the Maersk Drilling Group have as of the date of this Listing Document 4,518 shares in Maersk of nominal value DKK 1,000. In addition, Robert M. Uggla may from time to time receive distributions from the Family Foundation based on the foundation charter due to his family ties to the founder of Maersk. No member of Management or any of the Key Employees, directly or indirectly, holds more than 5% of ListCo’s share capital. Management or the Key Employees of ListCo will not otherwise receive any Shares in ListCo in connection with the Demerger. However, Executive Management and the Key Employees are expected to be granted certain share-based financial instruments following completion of the Demerger in connection with the establishment of ListCo’s share-based incentive programmes, which will be communicated by ListCo in a company announcement. For information on remuneration and benefits payable to the members of the Board of Directors, Executive Management and Key Employees, see “Remuneration and Benefits” as well as the incentive programmes, see “Incentive Programmes”. APMH Invest owns approximately 20% of the share capital and voting rights of Danske Bank A/S, which is a Joint Global Coordinator. APMH Invest is wholly owned by APMH, which in turn is wholly owned by the APM Foundation. APMH has expressed that it is APMH’s intention to transfer its Shares to APMH Invest following completion of the Demerger. Moreover, some of the Managers and their respective affiliates have from time to time engaged in, and may in the future engage in, commercial banking, investment banking and financial advisory transactions and services in the ordinary course of their business with ListCo or Maersk or any of ListCo’s or Maersk’s respective related parties. With respect to certain of these transactions and services, the sharing of information is generally restricted for reasons of confidentiality, internal procedures or applicable rules and regulations. The Managers have received and will receive customary fees and commissions for these transactions and services and may come to have interests that may not be aligned or could potentially conflict with potential investors’ and ListCo’s interests. Each of (i) DNB Bank ASA and Nordea Bank Abp, Filial i Norge are bookrunners, mandated lead arrangers and coordinators and (ii) BNP Paribas, Danske Bank A/S and ING Bank N.V. are bookrunners and mandated lead arrangers under the Maersk Drilling Group’s Syndicated Facilities Agreement and as such have a commercial relation with and financial interest in the Maersk Drilling Group. Other than as set out above, Management is not aware of any interests, including conflicting ones, which are material to the Demerger.

Reasons for the Demerger and Use of Proceeds For information on the reasons for the Demerger and the allocation of the Shares, see “The Demerger”. Neither Maersk nor ListCo will receive any Shares as a result of the Demerger, and neither Maersk nor ListCo will receive any proceeds as a result of the Demerger as there will be no sale of new shares in ListCo in connection with the Demerger.

227 DESCRIPTION OF THE SHARES AND SHARE CAPITAL The following is a summary of material information relating to ListCo’s share capital, including a summary of certain provisions of ListCo’s proposed Articles of Association, which are expected to apply when the Demerger becomes effective, as well as a description of the Shares to be admitted to trading. This summary does not purport to be exhaustive and should be read in conjunction with the full text of ListCo’s proposed Articles of Association as well as in the context of applicable Danish law. See “Appendix A—Articles of Association of ListCo”.

Registered Share Capital Upon completion of the Demerger, ListCo’s share capital will be up to DKK 416,337,240, divided into up to 41,633,724 Shares with a nominal value of DKK 10 each. The size of ListCo’s share capital will depend on the number of treasury shares Maersk holds on the Demerger Record Date as no Shares in ListCo will be issued or allocated to Maersk on any treasury shares in accordance with Danish law. As of 28 February 2019, Maersk held treasury shares of a nominal value of DKK 55,515,000. Following this date and prior to the General Meeting, Maersk’s holding of treasury shares may change due to Maersk’s obligations related to Maersk’s incentive programmes. The Shares will be denominated in DKK. In the event of a cash increase of the share capital, shareholders will have pre-emption rights to subscribe for a proportionate part of the amount with which the share capital is increased. Each Share with a nominal value of DKK 10 will entitle its holder to one vote at general meetings of ListCo. All Shares will have equal rights in respect of redemption, conversion and in respect of eligibility to receive dividends or proceeds in the event of dissolution and liquidation. All Shares will be issued and fully paid up. Each Share will entitle its holder to receive distributed dividends. Upon completion of the Demerger other than as set out in “Incentive Schemes”, ListCo will not have any convertible securities, exchangeable securities or warrants in issue.

Authorisation to Increase Share Capital The Board of Directors will, subject to the General Meeting’s approval, pursuant to ListCo’s Articles of Association be granted authorisation to increase the share capital of ListCo as set out below. In accordance with article 3.1 of ListCo’s proposed Articles of Association, the Board of Directors will be, until 1 April 2024, authorised to increase the share capital at or above market price in one or more issues of new shares without pre-emption rights for the existing shareholders of ListCo by up to a nominal amount of DKK 20,816,000 (Shares of nominal DKK 10 each). The increase may be carried out through the issue of Shares against cash payment, conversion of debt or contribution of assets other than cash. Further, in accordance with article 3.2 of ListCo’s proposed Articles of Association, the Board of Directors will be, until 1 April 2024, authorised to increase the share capital at a price that may be below market price in one or more issues of new shares to members of the Executive Management and/or employees of ListCo and/or of ListCo’s subsidiaries without pre-emption rights for the existing shareholders of ListCo by up to a nominal amount of DKK 12,490,000 (Shares of nominal DKK 10 each). The increase may be effected by cash payment. Shares issued pursuant to the Board of Directors’ authorisations shall be paid in full, shall be issued in the name of the holder and shall be registered in the holder’s name in ListCo’s register of shareholders, shall be negotiable instruments and shall in every respect carry the same rights as the existing shares.

Authorisation to Acquire Treasury Shares The Board of Directors is expected to be authorised in the period from completion of the Demerger and until 1 April 2024 to approve the acquisition of treasury shares to the extent that the nominal value of ListCo’s total holding of treasury shares at no time exceeds 10% of ListCo’s nominal share capital. The consideration may not deviate by more than 10% from the official price quoted on Nasdaq Copenhagen at the time of the acquisition. The authorisation to acquire treasury shares cannot be exercised until ListCo’s annual report for the financial year ending 31 December 2019 has been approved at ListCo’s first annual general meeting. At completion of the Demerger, ListCo will not hold any treasury shares.

228 Authorisation to Distribute Interim Dividends The Board of Directors is expected to be authorised to distribute interim dividends, but it is currently not expected that the Board of Directors will do so. Any decision by the Board of Directors to use such authorisation will be subject to compliance with statutory requirements in the Danish Companies Act. For further details on dividends and ListCo’s dividend policy, see “Financial Policy and Dividends Distributed”.

Articles of Association Object Pursuant to article 1.2 of the proposed Articles of Association, ListCo’s object is, directly or indirectly, to carry on business within the offshore drilling services industry. In addition, ListCo may, directly or indirectly, carry on commercial activities and any other activities related thereto, including through investments or holdings in other companies.

Provisions concerning members of ListCo’s Board of Directors and the Executive Management Reference is made to “Board of Directors, Executive Management and Key Employees”.

General Meetings and Voting Rights ListCo’s general meetings shall be held in the Capital Region of Denmark. ListCo’s annual general meeting shall be held in due time for the annual report to be received by the Danish Business Authority before the applicable time limit and before the end of April each year. Not later than eight weeks before the contemplated date of the annual general meeting, the Board of Directors shall publish the date of the general meeting and the deadline for submitting requests for specific business to be included on the agenda. Extraordinary general meetings shall be held when resolved by the general meeting or determined by the Board of Directors or when requested by one of ListCo’s auditors. Furthermore, the Board of Directors shall convene an extraordinary general meeting within two weeks of receipt of a written request from shareholders representing at least 5% of the share capital containing specific proposals for the business to be transacted at such extraordinary general meeting. General meetings shall be convened by the Board of Directors with at least three weeks’ and not more than five weeks’ notice by publishing a notice on the website of ListCo. Furthermore, a notice of the general meeting shall be forwarded by email to all shareholders entered in the register of shareholders of ListCo with email address and who have so requested. The notice shall specify the time and place of the general meeting and the agenda containing the business to be transacted at the general meeting. If a proposal to amend the Articles of Association is to be considered at the general meeting, the main contents of the proposal shall be specified in the notice. Each shareholder will be entitled to have specific business transacted at the annual general meeting. If a proposal for a specific agenda item is received no later than six weeks prior to the annual general meeting, the shareholder shall be entitled to have the proposed item included in the agenda for the annual general meeting in question. The right of a shareholder to attend a general meeting and to vote shall be determined relative to the Shares held by the shareholder at the date of registration. The date of registration is one week before the general meeting. The Shares held by each shareholder are determined at the Demerger Record Date based on the number of Shares held by that shareholder as registered in ListCo’s register of shareholders and proper notifications of ownership received by ListCo for the purpose of registration in ListCo’s register of shareholders, which has not yet been registered. Each Share with a nominal value of DKK 10 will entitle its holder to one vote at general meetings of ListCo. Any shareholder who is entitled to attend the general meeting pursuant to ListCo’s proposed Articles of Association and who wishes to attend the general meeting shall notify ListCo no later than three calendar days before the date of the general meeting. A shareholder may, subject to having registered in accordance with ListCo’s proposed Articles of Association, attend in person or by proxy, and the shareholder or the proxy may attend together with an advisor.

229 The right to vote may be exercised by a written and dated instrument of proxy in accordance with applicable law. A shareholder who is entitled to participate in the general meeting pursuant to the Articles of Association may vote by correspondence in accordance with the provisions of the Danish Companies Act. Such votes by correspondence must be received by ListCo no later than the business day before the general meeting. Votes by correspondence cannot be withdrawn.

Resolutions by the general meetings and amendments to the Articles of Association All matters at the general meeting shall in general be decided by the general meeting by a simple majority, except where otherwise required under the Danish Companies Act or the Articles of Association. The provisions in the Articles of Association relating to a change of the rights of shareholders or a change of the share capital are no more stringent than required by the Danish Companies Act.

Takeover Bids The proposed Articles of Association do not contain provisions that are likely to have the effect of delaying, deferring or preventing a change in control of ListCo. Consistent with the Corporate Governance Recommendations, the Board of Directors is expected upon completion of the Demerger to adopt a set of guidelines for the handling of takeover bids.

The Shares Type and class of the Shares ListCo will have one class of shares. Application will be made for the Shares to be admitted to official listing on Nasdaq Copenhagen with the Shares to be admitted under the ISIN code DK0061135753 immediately after completion of the Demerger. The first day of official listing of and trading in the Shares on Nasdaq Copenhagen is expected to be 4 April 2019.

Governing law and jurisdiction The Shares will be issued in accordance with Danish law. The Listing Document has been prepared in compliance with the standards and requirements of Danish law. Any dispute that may arise as a result of the Demerger is subject to the exclusive jurisdiction of the Danish courts.

Registration of shares The Shares will be delivered in book-entry form through allocation to accounts with VP Securities through a Danish bank or other institution authorised as custodian. The Shares will be issued in dematerialised form through VP Securities. The address of VP Securities is Weidekampsgade 14, P.O. Box 4040, 2300 Copenhagen S, Denmark. The Shares will be registered in book-entry form electronically with VP Securities. All Shares are registered on accounts with account holding banks in VP Securities. Investors that are not residents of Denmark may use a VP Securities member directly or their own bank’s correspondent bank as their account holding bank or arrange for registration and settlement through Clearstream, 42 Avenue JF Kennedy, L-1855 Luxembourg, Luxembourg, or Euroclear, 1, Boulevard du Roi Albert II, B-1210 Brussels, Belgium. The Shares will be issued in the name of the holder and shall be recorded in the holder’s name in ListCo’s register of shareholders through the holder’s custodian bank. ListCo’s register of shareholders will be kept by Computershare A/S, company registration (CVR) no. 27 08 88 99.

Share Issuing Agent ListCo’s share issuing agent will be: Danske Bank A/S Holmens Kanal 2-12 DK-1092 Copenhagen K Denmark

230 Currency The Shares will be denominated in DKK.

Rights attached to the Shares Dividend rights Each Share of DKK 10 nominal value entitles its holder to receive distributed dividends and will confer on the holder the right to receive dividends from the financial year 2019. See “Financial Policy and Dividends Distributed” for further information on dividends.

Voting rights See “General Meetings and Voting Rights”.

Dissolution and liquidation In the event of dissolution and liquidation of ListCo, the shareholders will be entitled to participate in the distribution of assets in proportion to their nominal shareholdings after payment of ListCo’s creditors.

Pre-emption rights Under Danish law, the shareholders of ListCo generally have pre-emption rights if the general meeting of ListCo resolves to increase the share capital against cash payment. However, the pre-emption rights of the shareholders may be derogated from by a majority comprising at least two-thirds of the votes cast and of the share capital represented at the general meeting, provided the share capital increase is made at market price. The Board of Directors will be authorised to increase ListCo’s share capital in one or more issues at market price without pre-emption rights to ListCo’s shareholders. See section “Authorisation to Increase Share Capital” above. The exercise of pre-emption rights may be restricted for shareholders resident in certain jurisdictions, including but not limited to the United States, Canada, Japan and Australia, unless ListCo decides to comply with applicable local requirements. Consequently, United States holders and certain other holders of Shares may not be able to exercise their pre-emption rights or participate in a rights offer, as the case may be, unless a registration statement under the U.S. Securities Act is effective with respect to such rights or an exemption from the registration requirements is available. ListCo intends to evaluate at the time of any issue of Shares subject to pre-emption rights or in a rights offer, as the case may be, the cost and potential liabilities associated with complying with any local requirements, including any registration statement in the United States, as well as the indirect benefits to ListCo of enabling the exercise of non-Danish shareholders of their pre-emption rights to Shares or participation in any rights offer, as the case may be and any other factors considered appropriate at the time, and then to make a decision as to whether to comply with any local requirements, including filing any registration statement in the United States. No assurances are given that local requirements will be complied with or that any registration statement would be filed in the United States or elsewhere so as to enable the exercise of such holders’ pre- emption rights or participation in any rights offer.

Redemption and conversion provisions Except as provided for in the Danish Companies Act, see “The Danish Securities Market—Mandatory Redemption of Shares”, no shareholder will be under an obligation to have his or her Shares redeemed in whole or in part by ListCo or by any third-party. None of the Shares carry any redemption or conversion rights or any other special rights.

Negotiability and transferability of the Shares The Shares will be negotiable instruments and no restrictions under Danish law will apply to the transferability of the Shares. ListCo’s proposed Articles of Association do not contain any transfer restrictions.

231 Resolutions, Authorisations and Approvals of the Demerger The Demerger Plan has been approved by the board of directors of Maersk on 4 March 2019. Completion of the Demerger is subject to approval by the General Meeting, which has been convened for 2 April 2019. See “The Demerger”.

Certain Information Concerning the Danish Securities Market For certain information concerning the Danish securities market including information on certain provisions of Danish law and Danish securities market regulations regarding disclosure of major shareholdings, short-selling, mandatory tender offers and mandatory redemption of shares in effect on the date of this Listing Document see “The Danish Securities Market”.

232 TAXATION Tax Effects of the Demerger and Taxation of the Shares Danish tax considerations The following sections include a summary of certain Danish tax considerations relating to the Demerger and taxation of the Shares. The summary is for general information only and does not purport to constitute exhaustive tax or legal advice. It is specifically noted that the summary does not address all possible tax consequences relating to the Demerger and the Shares. The summary is based solely upon the tax laws of Denmark in effect on the date of this Listing Document. Danish tax laws may be subject to change, possibly with retroactive effect. The summary does not cover investors to whom special tax rules apply, and, therefore, may not be relevant, for example, to investors subject to the Danish Tax on Pension Yields Act (i.e. pension savings), professional investors, certain institutional investors, insurance companies, pension companies, banks, stockbrokers and investors with tax liability on return on pension investments. The summary does not cover taxation of individuals and companies who carry on a business of purchasing and selling shares, however, “—Danish tax considerations relating to the Danish Receiving Shareholders in respect of the Demerger” includes some specific comments on shares held in a professional capacity. The summary only sets out the tax position of the direct owners of the Shares and further assumes that the direct investors are the beneficial owners of the Shares and any dividends thereon. Sales are assumed to be sales to a third-party. For shareholders residing outside Denmark, this summary further assumes that the shareholder does not have a permanent establishment in Denmark to which the Shares are allocated. Shareholders are advised to consult their tax advisors regarding the applicable tax consequences of the acquiring, holding and disposing of the Shares based on their particular circumstances. Shareholders who may be affected by the tax laws of other jurisdictions should consult their tax advisors with respect to the tax consequences applicable to their particular circumstances as such consequences may differ significantly from those described herein.

Danish tax effects of the Demerger Approval by the Danish tax authorities Following a request by Maersk, Skattestyrelsen has approved the Demerger as a tax-exempt transaction pursuant to the Danish Merger Tax Act. Provided that the material assumptions on which Skattestyrelsen’s Ruling has been based are fulfilled, the Demerger will not result in Danish taxation of Maersk or the Receiving Shareholders. See below for a description of the material assumptions addressed in Skattestyrelsen’s Ruling. Skattestyrelsen’s Ruling is subject to the fulfilment of and compliance with the one condition that if the material assumptions underlying Skattestyrelsen’s Ruling are not fulfilled or are no longer fulfilled within the first three years after the Demerger has been approved by the General Meeting, Skattestyrelsen shall be so informed. This may lead Skattestyrelsen to revoke its approval that the Demerger be a tax-exempt demerger pursuant to the provisions of the Danish Merger Tax Act. In such event, the Demerger would, from a Danish law perspective, become a taxable event for Maersk, ListCo and the Receiving Shareholders and could lead to taxes being levied on all or any of the aforesaid. See “—Assumptions applicable to the tax exemption”. Efforts will be made to comply with the applicable material assumptions for tax exemption and each of Maersk and ListCo shall pursuant to the Demerger Agreement abstain from taking any actions that would be contrary to the material assumptions set out in Skattestyrelsen’s Ruling for consenting to the Demerger being tax exempt. However, Maersk and ListCo cannot guarantee that the Demerger will continue to qualify as tax-exempt and have such assumed tax effects.

Danish tax considerations relating to Maersk in respect of the Demerger Maersk’s transfer of shares in MDH and certain other activities, assets and liabilities of Maersk to ListCo pursuant to the Demerger will not result in any taxation of Maersk, provided the material assumptions set out in Skattestyrelsen’s Ruling are complied with. Instead, ListCo will assume the tax position of Maersk with respect to the activities, assets and liabilities transferred under a principle of tax succession. Accordingly, the activities, assets and liabilities will—for Danish tax purposes—be deemed acquired by ListCo at the same times when these activities, assets and liabilities were acquired by Maersk and at the acquisition prices paid by Maersk and reduced with any tax depreciation made by Maersk.

233 Danish tax considerations relating to the Danish Receiving Shareholders in respect of the Demerger The following comments pertain to Danish Receiving Shareholders only. The Demerger will not result in any taxation of the Receiving Shareholders, provided the material assumptions set out in Skattestyrelsen’s Ruling are complied with. The Shares distributed to the Receiving Shareholders holding Maersk shares of a nominal value of DKK 1,000 in 1:2 proportion to their shareholdings in Maersk and the Shares distributed to the Receiving Shareholders holding Maersk shares of a nominal value of DKK 500 in 1:1 proportion to their shareholdings in Maersk will be deemed acquired by the Receiving Shareholders under a principle of tax succession, subject to certain (non-exhaustive) specific rules summarised below. The Shares distributed to the Receiving Shareholders will be deemed acquired by the Receiving Shareholder at the same time as the Maersk shares held by such Receiving Shareholder. If the Maersk shares have been acquired at different times by a Receiving Shareholder, a proportional allocation of the acquisition times is made with respect to the Shares of ListCo. The actual acquisition price for a Receiving Shareholders’ Maersk shares prior to the Demerger will be divided between the Receiving Shareholder’s Maersk shares at the time of the Demerger and the Shares of ListCo distributed to the Receiving Shareholders pursuant to the Demerger. The allocation of the acquisition price will be based upon the ratio between the total market value of the Maersk shares and the Shares of ListCo. The said market values are determined upon the average quoted value of the Maersk shares and the Shares of ListCo, respectively, which is expected to be during the first 20 trading days where the two companies are both admitted to trading and official listing on Nasdaq Copenhagen subject to final confirmation from Skattestyrelsen. This period is expected to be confirmed by ListCo and Maersk, respectively, in connection with the completion of the Demerger or shortly hereafter. The acquisition price will also be publicly announced by ListCo and Maersk, respectively, after the end of the period. If a Receiving Shareholder’s Maersk shares qualify as shares held in a professional capacity, such qualification will adhere to the Shares of ListCo received by the Receiving Shareholder. If not all of the Receiving Shareholder’s Maersk shares have the same tax status, the different tax status will be allocated proportionally to the Shares of ListCo. When filing the tax return for the income year in which the Demerger is effectuated, the Receiving Shareholders must submit to Skattestyrelsen a statement of the above acquisition price of the Shares of ListCo. In connection with the Demerger, Skattestyrelsen will, with respect to Danish individual Receiving Shareholders whose Maersk shares are registered in Skattestyrelsen’s securities system, be informed by VP Securities that the Receiving Shareholders have received Shares of ListCo. For Danish individual Receiving Shareholders such notification to Skattestyrelsen is a condition for any tax deduction of future losses on the Shares of ListCo. Maersk shares acquired by Danish individual Receiving Shareholders on 1 January 2010 or later will automatically have been registered in Skattestyrelsen’s securities system; however, Danish individual Receiving Shareholders who acquired their Maersk shares prior to 1 January 2010, should make sure that their Maersk shares and Shares of ListCo are registered in Skattestyrelsen’s securities system.

Assumptions applicable to the tax exemption Skattestyrelsen’s Ruling is subject to the fulfilment of and compliance with material assumptions made in connection with the approval which include, inter alia, changes in the facts regarding the purpose of the Demerger that has been provided to Skattestyrelsen. If any of the material assumptions pursuant to which Skattestyrelsen’s Ruling has been based change during the first three years after the Demerger has been approved by the General Meeting, this may lead Skattestyrelsen to revoke its approval of the Demerger as a tax-exempt demerger. If Skattestyrelsen withdraws the approval or if certain statutory requirements are not fully observed, the Demerger will be a taxable demerger and, consequently, have the following Danish tax consequences:

(a) Taxation of Maersk in case of a taxable Demerger Maersk’s transfer of shares in MDH and certain other activities, assets and liabilities of Maersk to ListCo pursuant to a taxable Demerger will result in taxation of Maersk similar to a sale of transferred activities, assets and liabilities at market values (i.e. capital gains and depreciation recaptured will be taxed as corporate income), while ListCo will be deemed to have acquired the activities, assets and liabilities at equal

234 market values resulting in a corresponding depreciation basis and acquisition prices based on these values. Maersk should in general not incur any taxes as a result of the transfer of its shares in MDH to ListCo as the shares are treated as tax exempt group shares.

(b) Taxation of the Receiving Shareholders in case of a taxable Demerger The distribution of the Shares of ListCo to the Receiving Shareholders will qualify as a dividend distribution made by Maersk to the Receiving Shareholders and the Receiving Shareholders will be taxed accordingly on the market value of the Shares of ListCo (see the below on taxation of dividends). The Shares of ListCo will be deemed equally acquired at the market value of the Shares as of the date where the Demerger is finally resolved by the general meeting of Maersk, while the acquisition price of the Maersk shares will remain the price originally paid by the shareholders.

Joint taxation considerations Maersk is currently taxed on a consolidated basis with other Danish resident companies directly or indirectly controlled by APMH (the “APMH Tax Group”) which is the administration company in the APMH Tax Group pursuant to the Danish regime on mandatory joint taxation. Each company in the APMH Tax Group is a separate taxable entity and is taxed accordingly under the general Danish corporate tax regime; however, the income of each group company is consolidated for corporate tax purposes thereby allowing tax losses of one group member to be offset against profits of another group member, provided that the tax loss relates to the period where both the tax loss using company and the tax loss making company are members of the APMH Tax Group. By using a tax loss, the tax loss using company shall pay the tax value of the loss to the company with the tax loss instead of paying the tax of the profit to the Danish tax authority. APMH is in its capacity as the administration company responsible for the administration of the joint taxation, including payment of corporate taxes levied on the consolidated income. Following the Demerger, ListCo will become and the Maersk Drilling Group will continue as a member of the APMH Tax Group, and continue being so as long as APMH has a controlling interest over ListCo and the Maersk Drilling Group, respectively. The companies in the APMH Tax Group are jointly and severally liable for payment of corporate taxes as well as withholding taxes. Pursuant to section 31(6) of the Danish Corporate Tax Act, ListCo and its Danish subsidiaries will be jointly and severally liable for tax claims made against the other companies in the jointly taxed group of companies in respect of taxes related to the period where the relevant companies are members of the APMH Tax Group. In respect of ListCo, this joint liability covers income taxes for the period from the income year 2019 and withholding taxes as from 2019 until ListCo exits the joint taxation. In respect of ListCo’s Danish subsidiaries, including MDH, this joint liability covers the period where the relevant subsidiary became member of the APMH Tax Group until the relevant subsidiary exits the joint taxation. The joint liability for Maersk and ListCo will continue as long as the same group of shareholders directly or indirectly, per the time of the termination of the joint taxation, continue to control Maersk and ListCo. Maersk and the jointly taxed subsidiaries will be jointly and severally liable for tax claims made against ListCo and its Danish subsidiaries related to income taxes where ListCo and its Danish subsidiaries, respectively, is a member of the APMH Tax Group until any of the said Maersk companies exit the joint taxation. Further. under section 15(b)(3) of the Danish Merger Tax Act, assuming that the Demerger continues to qualify as tax-exempt, ListCo will be jointly liable for any tax claims and penalties, which may according to Danish tax laws be directed towards Maersk with respect to the period until the date when the General Meeting approves the Demerger. Contrary to the liability under the Companies Act section 254(2), the liability for tax claims and penalties under the section 15(b)(3) of the Danish Merger Tax Act is unrestricted. The Demerger does not result in inability for the APMH Tax Group to carry forward any existing tax-losses in the Maersk Drilling Group. See “The Demerger—Statutory demerger liability” for further details on the liability under the Danish Companies Act. Being part of the APMH Tax Group’s joint taxation imputes certain restrictions on ListCo and its Danish subsidiaries as APMH, as administration company of the joint taxation, has discretion to optimise the Danish taxable income across the joint taxation. Moreover, the Danish interest limitation rules will apply on a joint taxation level instead of for ListCo and its Danish subsidiaries which could reduce the amount of net interest expenses that are tax deductible. Such interest limitation amount may be carried forward by APMH and utilised in the following income years (within the time limits as applicable in the relevant legislation and within the interest limitations for these years) in the APMH Tax Group and will generally remain with APMH in case the company causing the interest limitation exits the APMH Tax Group.

235 Danish tax considerations of the Shares The following includes a summary of certain Danish tax considerations relating to the Shares. The summary is subject to the general reservations outlined above.

Taxation of Danish tax resident shareholders Sale of Shares (Individuals) In 2019, gains from the sale of shares are taxed as share income at a rate of 27% on the first DKK 54,000 (for cohabiting spouses, a total of DKK 108,000) and at a rate of 42% on share income exceeding DKK 54,000 (for cohabiting spouses DKK 108,000). The mentioned amounts are subject to annual adjustments and include all share income (i.e., all capital gains and dividends derived by the individual or cohabiting spouses, respectively). Gains and losses on the sale of shares admitted to trading on a regulated market are calculated as the difference between the purchase price and the sales price. The purchase price is generally determined using the average method, which means that each share is considered acquired for a price equivalent to the average acquisition price of all the shareholder’s shares in the issuing company. Losses on the sale of shares admitted to trading on a regulated market can only be offset against other share income deriving from shares admitted to trading on a regulated market, (i.e., received dividends and capital gains on the sale of shares admitted to trading on a regulated market). Unused losses will automatically be offset against a cohabiting spouse’s share income deriving from shares admitted to trading on a regulated market and additional losses can be carried forward indefinitely and offset against future share income deriving from shares admitted to trading on a regulated market. It is a further requirement for offsetting losses that the Danish tax authorities have received certain information relating to the shares before expiry of the tax return filing deadline for the income year in which the shares were acquired. This information is normally provided to Skattestyrelsen by the securities dealer.

Sale of Shares (Companies) For the purpose of taxation of sales of shares made by shareholders, a distinction is made between Subsidiary Shares, Group Shares, Tax-Exempt Portfolio Shares and Taxable Portfolio Shares: “Subsidiary Shares” are generally defined as shares owned by a corporate shareholder holding at least 10% of the nominal share capital of the issuing company. “Group Shares” are generally defined as shares in a company in which the shareholder of the company and the issuing company are subject to Danish joint taxation or fulfil the requirements for international joint taxation under Danish law. “Tax-Exempt Portfolio Shares” are generally defined as shares not admitted to trading on a regulated market owned by a corporate shareholder holding less than 10% of the nominal share capital of the issuing company. As the Shares of ListCo will be listed in connection with the Demerger, the rules on tax-exempt portfolio shares are not applicable to the Shares of ListCo. “Taxable Portfolio Shares” are defined as shares that do not qualify as Subsidiary Shares, Group Shares or Tax-Exempt Portfolio Shares. Shares of ListCo will be listed in connection with the Demerger and will thus qualify as taxable portfolio shares when the shareholder holds less than 10% of the share capital of ListCo. Gains or losses on disposal of Subsidiary Shares, Group Shares and Tax-Exempt Portfolio Shares are not included in the taxable income of the shareholder. Special rules apply with respect to Subsidiary Shares and Group Shares in order to prevent exemption through certain holding company structures just as other anti-avoidance rules may apply. These rules will not be described in further detail. Capital gains from the sale of Taxable Portfolio Shares admitted to trading on a regulated market are taxable at a rate of 22% irrespective of ownership period. Losses on such shares are deductible. Gains and losses on Taxable Portfolio Shares admitted to trading on a regulated market are taxable according to the mark-to-market principle. According to the mark-to-market principle, each year’s taxable gain or loss is calculated as the difference between the market value of the shares at the beginning and the end of the tax year. Thus, taxation will take place on an accrual basis even if no shares have been disposed of and no gains or losses have been realised. If the Taxable Portfolio Shares are sold or otherwise disposed of before the end of the income year, the taxable income of that income year equals the difference between the value of the Taxable Portfolio Shares at the beginning of the income year and the sales price. If the Taxable Portfolio

236 Shares are acquired and realised in the same income year, the taxable income equals the difference between the acquisition sum and the sales price. If the Taxable Portfolio Shares are acquired in the income year and not realised in the same income year, the taxable income equals the difference between the acquisition sum and the value of the shares at the end of the income years. A change of status from Subsidiary Shares/Group Shares/Tax-Exempt Portfolio Shares to Taxable Portfolio Shares (or vice versa) is for tax purposes deemed to be a disposal of the shares and a reacquisition of the shares at market value at the time of change of status.

Dividends (Individuals) Dividends paid to individuals who are tax residents of Denmark are taxed as share income, as described above. All share income must be included when calculating whether the threshold amounts mentioned above are exceeded. Dividends paid to individuals are subject to 27% withholding tax.

Dividends (Companies) Dividends paid on Taxable Portfolio Shares are subject to the standard corporation tax rate of 22% irrespective of ownership period. The withholding tax rate is 22%. If the distributing company withholds a higher amount, the shareholder can claim a refund of the excess tax. A claim for repayment must be filed within two months. Otherwise, the excess tax will be credited in the corporate income tax for the year. Dividends received on Subsidiary Shares and Group Shares are tax-exempt (and exempt from withholding tax) irrespective of ownership period subject to certain anti-avoidance rules that will not be described in further detail.

Taxation of shareholders residing outside Denmark

Sale of Shares (Individuals and Companies) Sale of Shares by (Individuals and Companies) Shareholders not resident in Denmark are not subject to Danish taxation on any gains realised on the sale of shares, irrespective of the ownership period, subject to certain anti-avoidance rules that will not be described in further detail.

Dividends (Individuals) The Danish government intends to introduce a new model regarding taxation of dividends whereby dividends at the time of distribution will be taxed at a final tax rate based on each shareholder’s specific circumstances. Hence, information about the shareholders must be disclosed prior to the distribution in order for the dividend-paying companies to calculate and withhold the correct amount of tax for each shareholder. The new model is intended to eliminate fraud and make it easier for the tax authorities to verify that no withholding tax is wrongfully refunded. No bill for the new model has yet been presented, and it has not yet been announced when the new model will be implemented. Thus, it cannot be ruled out that the rules below will be changed in the near future. Under Danish law, dividends paid in respect of shares are generally subject to Danish withholding tax at a rate of 27%. If the withholding tax rate applied is higher than the applicable final tax rate for the shareholder, a request for a refund of Danish tax in excess hereof can be made by the shareholder in the following situations:

1. Double taxation treaty In the event that the shareholder is a resident of a state with which Denmark has entered into a double taxation treaty and the shareholder is entitled to the benefits under such treaty, the shareholder may generally, through certain certification procedures, seek a refund from Skattestyrelsen of the tax withheld in excess of the applicable treaty rate, which is typically 15%. Denmark has a large network of tax treaties. A shareholder’s entitlement to a reduced tax rate under an applicable tax treaty is subject to a Danish anti-avoidance rule that will not be described in further detail.

237 2. Credit under Danish tax law If the shareholder holds less than 10% of the nominal share capital of the company and the shareholder is tax resident in a state which has a double tax treaty or an international agreement, convention or other administrative agreement on assistance in tax matters with Denmark according to which the competent authority in the state of the shareholder is obligated to exchange information with Denmark, dividends are subject to tax at a rate of 15%. If the shareholder is tax resident outside the EU, it is an additional requirement for eligibility for the 15% tax rate that the shareholder together with related shareholders holds less than 10% of the nominal share capital of the company. Note that the reduced tax rate does not affect the withholding rate, which is why the shareholder must also in this situation claim a refund as described above in order to benefit from the reduced rate. A request for a refund must be accompanied by certain documentation. Generally, a refund of tax withheld in excess of the applicable treaty rate shall be paid within six months following Skattestyrelsen’s receipt of the refund claim. If the refund is paid later than six months after the receipt of the claim, interest will be calculated on the amount of refund. The six-month deadline can be suspended, if Skattestyrelsen is unable to determine whether the taxpayer is entitled to a refund based on the taxpayer’s affairs. If the deadline is suspended accordingly, computation of interest is also suspended.

Dividends (Companies) The Danish government intends to introduce a new model regarding taxation of dividends whereby dividends at the time of distribution will be taxed at a final tax rate based on each shareholder’s specific circumstances. Hence, information about the shareholders must be disclosed prior to the distribution in order for the dividend-paying companies to calculate and withhold the correct amount of tax for each shareholder. The new model is intended to eliminate fraud and make it easier for the tax authorities to verify that no withholding tax is wrongfully refunded. No bill for the new model has yet been presented, and it has not yet been announced when the new model will be implemented. Thus, it cannot be ruled out that the rules below will be changed in the near future. Dividends received on Subsidiary Shares are exempt from Danish tax (including withholding tax) provided the taxation of the dividends is to be waived or reduced in accordance with the Parent-Subsidiary Directive (2011/96/EU) or in accordance with a tax treaty with the jurisdiction in which the company investor is resident. Further, dividends received on Group Shares—not being Subsidiary Shares—are exempt from Danish tax (including withholding tax) provided the company investor is a resident of the EU or the EEA and provided the taxation of dividends should have been waived or reduced in accordance with the Parent-Subsidiary Directive (2011/96/EU) or in accordance with a tax treaty with the country in which the company investor is resident had the shares been Subsidiary Shares. The aforesaid tax exemption for dividends on Subsidiary Shares and Group Shares is subject to a Danish anti-avoidance rule that will not be described in further detail. Dividend payments on Taxable Portfolio Shares (and Subsidiary Shares and Group Shares, if not tax-exempt) will be subject to tax at the rate of 22%. However, the applicable withholding rate on such dividends is 27%, meaning that any foreign corporate shareholder can request a refund of at least 5%. Furthermore, the foreign corporate shareholder can make a request for a refund of Danish tax in the following situations:

2. Credit under Danish tax law If the shareholder holds less than 10% of the nominal share capital in the company and the shareholder is resident in a jurisdiction which has a double taxation treaty or an international agreement, convention or other administrative agreement on assistance in tax according to which the competent authority in the state of the shareholder is obligated to exchange information with Denmark, dividends are generally subject to a tax rate of 15%. If the shareholder is tax resident outside the EU, it is an additional requirement for eligibility

238 for the 15% tax rate that the shareholder together with related shareholders holds less than 10% of the nominal share capital of the company. Note that the reduced tax rate does not affect the withholding rate, which is why the shareholder must also in this situation claim a refund as described above in order to benefit from the reduced rate. With respect to payment of refunds and documentation, reference is made to the above description “Dividends (Individuals)”, which applies equally to corporate shareholders residing outside Denmark.

Share transfer tax and stamp duties No Danish share transfer tax or stamp duties are payable on transfer of the Shares.

Withholding tax obligations An issuer of shares is subject to Danish withholding tax obligations in accordance with applicable Danish laws.

239 TERMS AND CONDITIONS OF THE DEMERGER Terms of the Demerger Upon completion of the Demerger, the Shares will be distributed proportionally 1:2 to the Receiving Shareholders holding Maersk shares of nominal value DKK 1,000 and distributed proportionally 1:1 to the Receiving Shareholders holding Maersk shares of nominal value DKK 500. Accordingly, Receiving Shareholders will receive two (2) Shares of nominal value DKK 10 in ListCo for each one (1) A or B share of nominal value DKK 1,000 in Maersk such shareholder holds at the Demerger Record Date, and one (1) Share of nominal value DKK 10 in ListCo for each one (1) A or B share of nominal value DKK 500 in Maersk such shareholder holds at the Demerger Record Date. The Receiving Shareholders will be determined as the shareholders in Maersk registered in VP Securities as of the Demerger Record Date on 5 April 2019 at 5:59 p.m. CEST. With the currently expected timetable, any trading in Maersk’s shares prior to the Cut-Off Date, 3 April 2019 at 5:00 p.m. CEST, will include rights to receive Shares in ListCo in connection with the Demerger and will entail that the holder of such shares will become a Receiving Shareholder that will receive Shares in connection with the Demerger. However, this will not apply if the registration in VP Securities of that particular trading in Maersk shares does not take place until after the Demerger Record Date, which may be the case if one or both parties to the trade is or will become a Maersk shareholder registered through a nominee or omnibus account and the trade in question, therefore, has to be registered through one or more custody banks prior to the registration of the party in question in VP Securities. Investors are recommended to consult with their account-holding bank in relation to such trades. Any trading in Maersk shares after the Cut-Off Date will be exclusive of rights to receive Shares in ListCo for the buyer unless the parties to the trade in question have taken specific measures to settle the trade in VP Securities prior to the Demerger Record Date on 5 April 2019 at 5:59 p.m. CEST and, thus, chosen not to settle according to the customary settlement cycle with settlement two trading days after the transaction date. The party to the trade in question who is the holder registered in VP Securities on the Demerger Record Date at 5:59 p.m. CEST will be the Receiving Shareholder. The buyer and seller should in such trade be aware that the value of the right to receive Shares in ListCo for the buyer, will likely not be reflected in the trading price of the Maersk share on Nasdaq Copenhagen after the Cut-Off Date, since such trading price is based on the customary T+2 settlement cycle. Investors are recommended to consult with their account-holding bank in relation to trading in Maersk shares between the Cut-Off Date and the Demerger Record Date if such trade is not settled according to the customary T+2 settlement cycle. After the Cut-Off Date, the Maersk shareholders will, depending on the procedures applied by the Maersk shareholders’ respective account holding banks, be able to see on their respective share deposit accounts with their account holding banks, the number of ListCo Shares that the Maersk shareholders are expected to receive upon delivery of the ListCo Shares in VP Securities on or around 8 April 2019, provided that the Maersk shareholder has not disposed its right to receive ListCo Shares in advance of the delivery date. The issue of Shares in ListCo is expected to take place on or around 2 April 2019 and the Shares are expected to be delivered in book-entry form through the facilities of VP Securities, Euroclear and Clearstream on or around 8 April 2019. Receiving Shareholders will unless otherwise agreed with their account holding institution be registered by name or through its nominee in ListCo’s register of shareholders. After registration in VP Securities, Receiving Shareholders will receive a notification of the number of Shares allocated to them in ListCo from VP Securities or their account holding institution. Thus, Receiving Shareholders do not have to take any action in connection with the issue of the Shares. Application will be made for the Shares to be admitted to trading and official listing on Nasdaq Copenhagen. Subject to approval of Nasdaq Copenhagen, the first day of trading in, and official listing of, the Shares in the permanent ISIN DK0061135753 on Nasdaq Copenhagen is expected to be on 4 April 2019.

Proceeds Neither Maersk nor ListCo will receive any proceeds in the Demerger, and neither Maersk nor ListCo will receive any Shares in ListCo upon completion of the Demerger.

Expenses in Relation to the Demerger and the Listing Expenses in relation to the Demerger and the Listing as well as certain other related costs, which are payable by the Maersk Drilling Group, are expected to amount to approximately $5 million.

240 Neither Maersk nor ListCo will charge expenses to Receiving Shareholders. Receiving Shareholders will have to bear customary transaction and handling fees charged by their account-holding banks.

Completion of the Demerger The Demerger will be completed, subject to approval by the General Meeting, upon registration of the Demerger with the Danish Business Authority in accordance with section 269 of the Danish Companies Act. Completion of the Demerger requires approval by a majority of at least nine-tenths (9/10) of the votes cast on A shares and of the A share capital represented at the General Meeting. Further, the articles of association of Maersk have a quorum requirement which provides that at least three-fourths (3/4) of the voting A shares of Maersk be represented at the General Meeting (quorum), failing which the resolution may be adopted at a subsequent general meeting convened within three months by a similar majority of at least nine-tenths (9/10) of the votes cast on A shares and of the A share capital represented at such general meeting, however, of at least half of the entire A share capital of Maersk.

Subscription Period Not applicable.

Expected Timetable of Principal Events See “Expected Timetable of the Demerger, Listing and Financial Calendar”. The timetable, including the date of the General Meeting, the Demerger Record Date and the Cut-Off Date, may be subject to change. Any changes will be announced via Nasdaq Copenhagen.

Financial Calendar See “Expected Timetable of the Demerger, Listing and Financial Calendar”. The financial calendar will be announced via Nasdaq Copenhagen.

Publication of the Completion of the Demerger It is expected that the result of the General Meeting of Maersk and completion of the Demerger will be announced through Nasdaq Copenhagen on 2 April 2019.

Procedure for the Exercise of Pre-emption Rights Not applicable. No pre-emption rights are exercisable in relation to the Demerger.

Pre-allotment Information and Plan of Distribution Upon completion of the Demerger, ListCo’s share capital will be up to DKK 416,337,240, divided into up to 41,633,724 Shares with a nominal value of DKK 10 each. The size of ListCo’s share capital will depend on the number of treasury shares Maersk holds on the Demerger Record Date as no Shares in ListCo will be issued or allocated to Maersk on any treasury shares in accordance with Danish law. As of 28 February 2019, Maersk held treasury shares of a nominal value of DKK 55,515,000. Following this date and prior to the General Meeting, Maersk’s holding of treasury shares may change due to Maersk’s obligations related to Maersk’s incentive programmes. Upon completion of the Demerger, Receiving Shareholders will receive two (2) Shares of nominal value DKK 10 in ListCo for each one (1) A or B share of nominal value DKK 1,000 in Maersk such shareholder holds at the Demerger Record Date, and one (1) Share of nominal value DKK 10 in ListCo for each one (1) A or B share of nominal value DKK 500 in Maersk such shareholder holds at the Demerger Record Date. There will be no additional distribution or offer of Shares made in connection with the Demerger and the Listing. Accordingly, there will be no separate subscriptions and application amounts for which pricing, payment and allocation of Shares are relevant and no overallotment of the Shares in relation to the Demerger and the Listing

Listing Agreement Prior to the approval of the Demerger on 2 April 2019, Maersk, MDH and the Joint Global Coordinators are expected to be entering into a listing agreement (the “Listing Agreement”) relating to the Joint Global Coordinators’ assistance in connection with the Demerger and the Listing. Pursuant to the Listing Agreement,

241 each of Maersk and MDH are expected to provide certain representations and warranties to the Joint Global Coordinators. In addition, each of MDH and Maersk are expected to severally and not jointly undertake, in line with market practice, to indemnify the Joint Global Coordinators for certain losses and liabilities, if any, resulting from a breach of the Listing Agreement or for certain matters relating to the Listing and the Demerger. Each of the parties to the Listing Agreement will be entitled to terminate the Listing Agreement, however, Maersk and MDH will be entitled to proceed with the Demerger and the Listing, irrespective of any termination of the Listing Agreement.

Lock-Up Arrangements Prior to the approval of the Demerger on 2 April 2019, it is expected that APMH and APMH Invest will agree to the Lock-Up Undertaking with the Joint Global Coordinators pursuant to which they will not, subject to certain exemptions set forth below, for a period of 360 calendar days after the first day of trading and official listing of the Shares: (i) offer, pledge, sell, contract to sell, sell any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Lock-Up Shares which APMH received as part of the Demerger or any securities convertible into or exercisable or exchangeable for the Lock-up Shares; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Shares, whether any such transaction described in (i) above is to be settled by delivery of Lock-up Shares or any securities convertible into or exercisable or exchangeable for the Lock-up Shares. The foregoing shall not apply to any of the following: (i) the contemplated disposal by way of transfer of APMH’s Lock-up Shares to APMH Invest; (ii) any disposal of Lock-up Shares to which the written consent of the Joint Global Coordinators has been obtained; (iii) any disposal of Lock-up Shares related to (a) an acceptance of a takeover offer for Shares in ListCo; or (b) the provision of an irrevocable undertaking to accept such an offer; or (c) an offeror or potential offeror during an offer period, or otherwise in response to or pursuant to a takeover offer; or (d) an offer by or on behalf of ListCo to repurchase Shares in connection with a general buy-back programme; (iv) a disposal of Lock-up Shares in response to or as required by or in connection with any corporate action in relation to a capital reorganisation, legal merger, split-up or analogous process or other similar event, or any compulsory acquisition, redemption or squeeze-out of Lock-up Shares; (v) any disposal of Lock-up Shares in accordance with any order made by a court of competent jurisdiction or required by law or EU regulation; (vi) the deposit or withdrawal of any Lock-up Shares into or out of participant accounts with the clearing systems (including through any intermediary, broker or other person); (vii) any disposal of Lock-up Shares by APMH or APMH Invest to any its direct or indirect shareholders or controlled subsidiaries, provided that prior to any such disposal the transferee has, as a condition to such disposal agreed to assume the obligations of APMH or APMH Invest (as the case may be) under the Lock-Up Undertaking; or (viii) any disposal of rights to new shares to be issued by way of rights issue to fund APMH’s or APMH Invest’s (or any assignee) take-up of the balance of its rights, after consultation with the Joint Global Coordinators.

Admission to Trading and Official Listing Application will be made to admit the Shares for trading and official listing on Nasdaq Copenhagen following approval of the Demerger on the General Meeting and, provided the Demerger is approved by the General Meeting, the listing and trading in the Shares is expected to commence on 4 April 2019 under the symbol DRLCO. The admittance to trading and official listing of the Shares is subject to Nasdaq Copenhagen’s approval. No price stabilisation activities will be undertaken in relation to the Demerger. It is not expected that ListCo will enter into a market maker agreement in connection with the Listing. Assuming the Demerger is completed, the issuance of the Shares is expected to take place by VP Securities on or around 8 April 2019. The Shares will be issued in the permanent ISIN DK0061135753. The Shares registered in the names of the Receiving Shareholders or through its nominee in Maersk’s register of shareholders will also be registered by name or through a nominee in the shareholders’ register of ListCo.

Dilution The Demerger will not result in any nominal dilution. The Receiving Shareholders will receive the same relative nominal ownership percentage in ListCo in connection with the Demerger as they have in Maersk at the Demerger Record Date except that the total

242 share capital and allocation will take into account that no Shares in ListCo will be allocated to Maersk on any treasury shares in accordance with Danish statutory law. The share class structure of ListCo will consist of one share class and, thus, be different from the A and B share class structure of Maersk. All Shares in ListCo will carry the same voting rights, and the Receiving Shareholders will, thus, not receive the same proportionate voting rights percentage in ListCo as they have in Maersk at the Demerger Record Date. See “The Demerger—Allocation” for further detail.

243 JURISDICTIONS IN WHICH THE DEMERGER WILL BE ANNOUNCED AND RESTRICTIONS APPLICABLE TO THE DEMERGER General No action has been or will be taken in Denmark or in any country or jurisdiction that would or is intended to permit a public offering of the Shares or the possession, circulation or distribution of this Listing Document or any other offering material relating to ListCo or the Shares offered hereby in any jurisdiction where action for any such purpose may be required. Accordingly, the Shares may not be offered or sold, directly or indirectly, and neither this Listing Document nor any other material or advertisements made public in connection with the Demerger may be distributed or published, in or from any country or jurisdiction except in with any applicable rules and regulations of any such country or jurisdiction.

United States The Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction in the United States. The Shares generally should not be treated as “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and persons who receive securities in the Demerger (other than “affiliates” as described in the paragraph below) may resell them without restriction under the U.S. Securities Act. Under the United States securities laws, persons who are deemed to be affiliates of Maersk or ListCo as of the date and time at which the Demerger becomes effective may not resell the Shares received pursuant to the Demerger without registration under the U.S. Securities Act, except pursuant to an applicable exemption form, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. Whether a person is an affiliate of a company for such purposes depends upon the circumstances, but affiliates of a company can include certain officers and directors and significant shareholders. ListCo shareholders who believe they may be affiliates for the purposes of the U.S. Securities Act should consult their own legal advisors prior to any re-sale of Shares received pursuant to the Demerger.

European Economic Area This Listing Document has been prepared in connection with the Demerger of Maersk and admission to trading and official listing of ListCo’s Shares on Nasdaq Copenhagen and on the basis that no offer to the public of the Shares will be made in that connection, neither in Denmark nor in any other member state of the EEA.

Canada ListCo will be created under the laws of Denmark and will not be a reporting issuer in any province or territory in Canada, ListCo will have its head office outside of Canada, and all of its executive management, officers and directors will be ordinarily resident outside of Canada. Shares of ListCo will not be listed on any stock exchange in Canada. As there is no market for Shares in Canada, it may be difficult or even impossible for a Canadian investor to sell them. Any resale of Shares in Canada will be subject to the registration and prospectus requirements of applicable Canadian securities legislation, unless pursuant to an exemption therefrom, or in a transaction not subject thereto. In certain circumstances Canadian holders of Shares may be able to sell them outside of Canada, without complying with any Canadian prospectus requirements. Canadian investors should seek legal advice prior to any resale of Shares.

244 Information in this Listing Document has not been prepared with regard to matters that may be of particular concern to Canadian investors, and accordingly should be read with this in mind. Disclosure, financial statements and investments are and will be made, prepared and realised in currencies other than the Canadian dollar and not in accordance with Canadian generally accepted accounting principles.

South Africa The Demerger and Listing as defined in this Listing Document does not constitute an “offer” in terms of section 95(1)(g) of the South African Companies Act, 71 of 2008 (the “SA Companies Act”) and therefore does not constitute an “offer to the public”, as envisaged the SA Companies Act and, accordingly, this Listing Document does not, nor does it intend to, constitute a “registered prospectus”, as contemplated in Chapter 4 of the SA Companies Act. South African residents are not permitted to hold or deal in securities abroad except as permitted under the South African Exchange Control Regulations, 1961 promulgated pursuant to the South African Currency and Exchanges Act, 1933 and/or the rulings, circulars and directives issued by the Financial Surveillance Department of the South African Reserve Bank from time to time. South African shareholders should obtain independent advice on the exchange control requirements applicable to them, if any, in relation to the ListCo Shares to be distributed to them pursuant to the Demerger.

245 THE DANISH SECURITIES MARKET Set forth below is a summary of certain information concerning the Danish securities market including information on certain provisions of Danish law and Danish securities market regulations in effect on the date of this Listing Document. Such summary is qualified in its entirety by reference to the applicable Danish law and securities market regulations.

Nasdaq Copenhagen Nasdaq Copenhagen is a company incorporated and organised under the laws of Denmark. Trading on Nasdaq Copenhagen is conducted by authorised firms, which include major Danish banks and other securities brokers, as well as certain mortgage credit institutions and the Danish Central Bank (“Danmarks Nationalbank”). The trading system for equities trading in Denmark on Nasdaq Copenhagen operates between 9:00 a.m. and 4:55 p.m. (CEST) on weekdays. After the end of the continuous trading there is a pre-closing call between 4:55 p.m. to 5:00 p.m. (CEST). An after trade “post trade” session exists from 5:00 p.m. to 5:20 p.m. (CEST). Before the continuous trading begins, there is a second after trade “pre-open” session from 8:00 a.m. to 9:00 a.m. (CEST) and a morning call session from 8:45 a.m. to 9:00 a.m. (CEST) for the purpose of establishing fair opening prices. After the opening prices have been presented, the continuous trading begins.

Registration Process In connection with a company having shares admitted to trading and official listing on a regulated market, a company’s shares are registered in book-entry form on accounts maintained in the computer system of VP Securities, which acts as an electronic central record of ownership and as the clearing centre (CSD) for transactions in such shares in Denmark. The address of VP Securities is Weidekampsgade 14, P.O. Box 4040, 2300 Copenhagen S, Denmark. Danish financial institutions, such as banks, are authorised to keep accounts for each specific investor with VP Securities, including for Euroclear and Clearstream. All Danish shares listed on Nasdaq Copenhagen are dematerialised, “non-certificated” and registered at VP Securities. The account is maintained through an account holding bank. The account holding bank has the exclusive right to make transactions and registrations on these accounts on behalf of its customers. Shares registered in the name of the holder or by its nominee through the account holding bank in Maersk’s register of shareholders will also be registered by name or through a nominee in ListCo’s register of shareholders.

Nominees An account may be kept on behalf of one or more owners, meaning that a shareholder may appoint a nominee. A nominee shareholder is entitled to receive dividends and to exercise all subscription and other financial and administrative rights attached to the shares held in its name with VP Securities. The relationship between the nominee shareholder and the beneficial owner is regulated solely by an agreement between the parties, and the beneficial owner must disclose its identity if any of the aforementioned rights is to be exercised directly by the beneficial owner. The right to appoint a nominee does not eliminate a shareholder’s obligation to notify ListCo and the Danish FSA of a major shareholding. See “—Disclosure of Major Shareholdings” below.

Settlement Process Settlement in connection with trading on Nasdaq Copenhagen normally takes place on the second business day after entering into a sale or purchase transaction. On behalf of VP Securities, the account holding bank sends a statement to the name and address recorded in VP Securities, showing the amount of shares held in that name, which provides the holder with evidence of its rights. Settlement can also take place through the clearing facilities of Euroclear and Clearstream.

246 Disclosure of Major Shareholdings Shareholders in Danish companies with shares admitted to trading and official listing on Nasdaq Copenhagen are, pursuant to Section 38 of the Danish Capital Markets Act, required to give simultaneous notice to the company and the Danish FSA of the shareholding in the company, when the shareholding reaches, exceeds or falls below thresholds of 5%, 10%, 15%, 20%, 25%, 50% or 90% and limits of one-third or two-thirds of the voting rights or nominal value of the total share capital. A shareholder in a company means a natural or legal person who, directly or indirectly, holds: (i) shares in the company on behalf of himself and for his own account; (ii) shares in the company on behalf of himself, but for the account of another natural or legal person; or (iii) depository receipts, where such holder is considered a shareholder in relation to the underlying shares represented by the depository receipts. The duty to notify set forth above further applies to natural and legal persons who are entitled to acquire, sell or exercise voting rights which are: (i) held by a third-party with whom that natural or legal person has concluded an agreement, which obliges them to adopt, by concerted exercise of the voting rights they hold, a lasting common policy towards the management of the issuer in question (common duty to inform for all parties to the agreement); (ii) held by a third-party under an agreement concluded with that natural or legal person providing for the temporary transfer of the voting rights in question in return for consideration; (iii) attached to shares which are lodged as collateral for that natural or legal person, provided the person controls the voting rights and declares an intention of exercising them; (iv) attached to shares in which that natural or legal person has a lifelong right of disposal; (v) held, or may be exercised within the meaning of (i) to (iv), by an undertaking controlled by that person or entity; (vi) attached to shares deposited with that natural or legal person and which the person can exercise at his own discretion in the absence of specific instructions from the shareholders; (vii) held by a third-party in its own name on behalf of that person; or (viii) exercisable by that person through a proxy where that person may exercise the voting rights at his discretion in the absence of specific instructions of the shareholder. The duty to notify set forth above also applies to anyone who directly or indirectly holds (a) financial instruments that afford the holder either an unconditional right to acquire or the discretion as to his right to acquire existing shares (e.g. share options); and/or (b) financial instruments based on existing shares and with an economic effect equal to that of the financial instruments mentioned in (a), regardless of them not affording the right to purchase existing shares (e.g. cash-settled derivatives linked to the value of the shares in question). Holding these kinds of financial instruments counts towards the thresholds mentioned above and may thus trigger a duty to notify by themselves or when accumulated with a shareholding. The notification shall be made promptly but not later than four weekdays after the shareholder was aware or should have become aware of the completion of the transaction, and in accordance with the provisions of Danish Executive Order no. 1172 of 31 October 2017 on Major Shareholders. The shareholder is deemed to have become aware of the completion of the transaction two weekdays after the completion of the transaction. The shareholder shall disclose the change in voting rights and shares, including the number of voting rights (and the division of voting rights between share classes, if applicable) and shares held directly or indirectly by the shareholder following the transaction. The notification shall further state the transaction date on which the threshold was reached or no longer reached and the identity of the shareholder as well as the identity of any natural or legal person with the right to vote on behalf of the shareholder and in the case of a group structure, the chain of controlled undertakings through which voting rights are effectively held. The information shall be notified to the company and simultaneously submitted electronically to the Danish FSA. Failure to comply with the notification requirements is punishable by fine or suspension of voting rights in instances of gross or repeated non-compliance. When an obligation to notify rests on more than one natural or legal person, the notification may be made through a joint notification. However, use of a joint notification does not exempt the individual shareholders or natural or legal persons from their responsibilities in connection with the obligation to notify or the contents of the notification.

247 After receipt of the notification, but not later than three weekdays thereafter, the company shall publish the contents of the notification. A Danish company with shares admitted to trading and official listing on Nasdaq Copenhagen is required to promptly, but not later than four weekdays thereafter, publish an announcement specifying the company’s direct or indirect holding of treasury shares, when the holding reaches, exceeds or falls below the thresholds of 5% or 10% of the voting rights or the nominal value of the share capital. This duty applies regardless of whether the company holds the treasury shares itself or through a person acting in his own name but on the company’s behalf. Furthermore, the general duty of notification under Section 55 of the Danish Companies Act in respect of notification of significant holdings (similar to the thresholds set out in the Danish Capital Markets Act Section 38) applies, including when the limit of 100% of the share capital’s voting rights or nominal value of the company is reached or are no longer reached. Section 58 of the Danish Companies Act provides that a company shall publish information related to major shareholdings received pursuant to Section 55 of the Danish Companies Act in an electronic public register of shareholders which is kept by the Danish Business Authority.

Short Selling The Short Selling Regulation (236/2012/EU) includes certain notification requirements in connection with short selling and imposes restrictions on uncovered short selling of shares admitted to trading on a trading venue (including Nasdaq Copenhagen). When a natural or legal person reaches or falls below a net short position of 0.2% of the issued share capital of a company that has shares admitted to trading on a trading venue, such person shall notify the relevant competent authority, which in Denmark is the Danish FSA. The obligation to notify, moreover, applies in each case where the net short position reaches or falls below each 0.1% threshold above the 0.2% threshold. In addition, when a natural or legal person reaches or falls below a net short position of 0.5% of the issued share capital of a company that has shares admitted to trading on a trading venue and each 0.1% threshold above that, such person shall make a public announcement of its net short position. A natural or legal person is prohibited from entering into a short sale of shares admitted to trading on a trading venue unless one of the following conditions is satisfied: (i) the natural or legal person has borrowed the share or has made alternative provisions resulting in a similar legal effect; (ii) the natural or legal person has entered into an agreement to borrow the share or has another absolutely enforceable claim under contract or property law to be transferred ownership of a corresponding number of securities of the same class so that settlement can be effected when it is due; or (iii) the natural or legal person has an arrangement with third-party under which that third-party has confirmed that the share has been located and has taken measures vis-à-vis third parties necessary for the natural or legal person to have a reasonable expectation that settlement can be effected when it is due. Certain exemptions apply to the prohibition, such as in the case of market-makers or in connection with stabilisation in accordance with the Commission Delegated Regulation (EU) 2016/1052.

Mandatory Tender Offers The Danish Capital Markets Act (Part 8) and the Danish Executive Order no. 1171 of 31 October 2017 on Takeover Bids includes rules concerning public offers for the acquisition of shares admitted to trading on a regulated market (including Nasdaq Copenhagen). If a shareholding is transferred, directly or indirectly, in a company with one or more share classes admitted to trading on a regulated market, to an acquirer or to persons acting in concert with such acquirer, the acquirer and the persons acting in concert with such acquirer, if applicable, shall give all shareholders of the company the option to dispose of their shares on identical terms, if the acquirer or the persons acting in concert with such acquirer gains control over the company as a result of the transfer. Control as mentioned above exists if the acquirer or persons acting in concert with such acquirer, directly or indirectly, holds at least one-third of the voting rights in the company, unless it can be clearly proven in special cases that such ownership does not constitute control. An acquirer or persons acting in concert with

248 such acquirer who does not hold at least one-third of the voting rights in a company, nevertheless has control when the acquirer has or persons acting in concert with such acquirer have: • the right to control at least one-third of the voting rights in the company according to an agreement with other investors; or • the right to appoint or dismiss a majority of the members of the central governing. • Voting rights attached to treasury shares shall be included in the calculation of voting rights. The Danish Capital Markets Act contains specific exemptions from the obligation to submit a mandatory takeover offer, including transfers of shares by inheritance or transfer within the same group and as a result of a creditor’s debt enforcement proceedings. Exemptions from the mandatory tender offer rules may be granted under special circumstances by the Danish FSA.

Mandatory Redemption of Shares Where a shareholder holds more than 90% of the shares in a company and a corresponding proportion of the voting rights, such shareholder may, pursuant to the Danish Companies Act, Section 70, decide that the other shareholders have their shares redeemed by that shareholder. In this case, the other shareholders must be requested, under the rules governing notices for general meeting, to transfer their shares to the shareholder within four weeks after such request. In addition, the other shareholders shall through the Danish Business Authority’s IT system be requested to transfer their shares within the same four-week period. Specific requirements apply to the contents of the notices to the other shareholders regarding the redemption. If the redemption price cannot be agreed upon, the redemption price must be determined by an independent expert appointed by the court in the jurisdiction of the company’s registered office in accordance with the provisions of the Danish Companies Act. However, the redemption price will be deemed fair under any circumstances, provided that (i) the redemption takes place in continuation of a voluntary tender offer by which the bidder obtained at least 90% of the voting rights, or (ii) the redemption takes place after a mandatory tender offer. To the extent any minority shareholders have not transferred their shares to the acquiring shareholder before the expiry of the four-week period, the redeeming shareholder shall, as soon as possible thereafter, deposit the amount required for redemption for the benefit of such minority shareholders. Upon the deposit, such minority shareholders will have been redeemed and the minority shareholders shall in such case through the Danish Business Authority’s IT system be notified that the right to require determination of the redemption price by the independent expert expires at the end of a period, which cannot be less than three months pursuant to the Danish Companies Act, Section 72. Furthermore, where a shareholder holds more than 90% of the shares in a company and a corresponding proportion of the voting rights, the other shareholders may require such shareholder to acquire their shares pursuant to Section 73 of the Danish Companies Act. If the redemption price cannot be agreed upon, the redemption price must be determined by an independent expert appointed by the court in the jurisdiction of the company’s registered office in accordance with the provisions of the Danish Companies Act. Expenses relating to the determination of the redemption price must be paid by the shareholder requesting such determination. If the valuation is higher than that offered by the redeeming shareholder, the court may order the redeeming shareholder to pay the expenses relating to determination of the redemption price in full or in part.

Disclosure Requirements for Companies Admitted to Trading and Official Listing on Nasdaq Copenhagen As a company with its securities admitted to trading on a regulated market, ListCo will under Regulation (EU) no. 596/2014 on Market Abuse (the “Market Abuse Regulation”) and the Issuer Rules of Nasdaq Copenhagen be obliged to inform the public and the Danish FSA of inside information, as defined in Article 7 of the Market Abuse Regulation, as soon as possible if such information directly concerns ListCo. Inside information must be disclosed as soon as possible unless ListCo is in a position to delay such disclosure to the public with reference to Article 17(4) of the Market Abuse Regulation.

249 In addition, ListCo will be obliged to disclose certain other information to the public pursuant to the Danish Capital Markets Act, the Danish Executive Order no. 1173 of 31 October 2017 on an Issuers’ Duty to Provide Information and the Issuer Rules of Nasdaq Copenhagen, regardless of whether this information qualifies as inside information. Information which would have to be disclosed under these rules includes, for example: (i) changes to ListCo’s Board of Directors, Executive Management and auditors; (ii) decisions to introduce incentive schemes; (iii) substantial changes in business activities; (iv) material acquisitions and divestments; (v) unexpected and significant deviations in ListCo’s financial result or position; (vi) proposed changes in the capital structure; and (vii) annual and interim reports and accounts. Furthermore, ListCo will be required to make sure that no unauthorised person gains access to inside information prior to its publication to the market.

250 LEGAL MATTERS Maersk and the Maersk Drilling Group will be advised on certain legal matters in connection with the Demerger by Davis Polk & Wardwell London LLP, United States legal counsel to the Maersk Drilling Group, and by Gorrissen Federspiel Private Limited Partnership, Danish legal counsel to Maersk and the Maersk Drilling Group. The Managers will be advised on certain legal matters in connection with the Demerger by Latham & Watkins (London) LLP, United States legal counsel to the Managers, and by Bech-Bruun Law Firm Private Limited Partnership, Danish legal counsel to the Managers.

251 STATE-AUTHORISED PUBLIC ACCOUNTANTS It is expected that PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab (“PwC”), Strandvejen 44, DK-2900 Hellerup, Denmark will be elected as independent auditors of ListCo at the General Meeting of Maersk, expected to be held on 2 April 2019. The Consolidated Financial Statements for MDH for the financial years ended 31 December 2018, 2017 and 2016, included in this Listing Document, have been prepared in accordance with IFRS as adopted by the EU and additional disclosure requirements under the Danish financial statements act, and have been audited by PwC as stated in their report appearing therein. PwC is a member of FSR-Danish Auditors (FSR—danske revisorer). The independent auditors’ report included in the Consolidated Financial Statements for the financial year ended 31 December 2018, 2017 and 2016 was signed by Rasmus Friis Jørgensen, State Authorised Public Accountant, and Thomas Wraae Holm, State Authorised Public Accountant. No other information included in this Listing Document has been audited or reviewed. The Consolidated Financial Statements for 2018 previously published included the parent company financial statements for MDH for the financial year ended 31 December 2018 with comparison numbers for the financial year ended 31 December 2017, which have been prepared in accordance with the Danish Financial Statements Act and audited by PwC. The independent auditors’ report included in the 2018 financial statements previously published was signed by Rasmus Friis Jørgensen, State Authorised Public Accountant, and Thomas Wraae Holm, State Authorised Public Accountant. MDH has previously prepared statutory parent company financial statements for MDH for each of the financial years ended 31 December 2017 and 2016, respectively, which have been prepared in accordance with the Danish Financial Statements Act and audited by PwC. The independent auditors’ report included in MDH’s parent company financial statements prepared in accordance with the Danish Financial Statements Act as of and for the year ended 31 December 2017 was signed by Gert Fisker Tomczyk, State Authorised Public Accountant, and Thomas Wraae Holm, State Authorised Public Accountant. The independent auditors’ report included in MDH’s parent company financial statements prepared in accordance with the Danish Financial Statements Act as of and for the year ended 31 December 2016 was signed by Gert Fisker Tomczyk, State Authorised Public Accountant, and Jesper Hansen, State Authorised Public Accountant.

252 DOCUMENTS ON DISPLAY AND AVAILABLE INFORMATION Documents on Display The documents listed below have been published by Maersk in connection with or prior to the publication of this Listing Document: • Demerger Plan with demerger statement, which describes, amongst other things, the effects of the Demerger, the effective date and the consideration for shares in Maersk, with attached draft Articles of Association of ListCo, which is also set out in Appendix A, and overview of assets and liabilities transferred; • PwC’s report on the Demerger Plan as independent expert valuers; • PwC’s report on the creditors’ position after the Demerger; • Notice and agenda for the General Meeting of Maersk convened for 2 April 2019; and • Maersk’s annual reports for the financials years ended 31 December 2018, 31 December 2017, 31 December 2016 and 31 December 2015. The above mentioned documents are available for inspection at the office of Maersk at Esplanaden 50, DK-1263 Copenhagen K, Denmark, as well as on the website of Maersk http://investor.maersk.com. The documents listed below have been published by MDH prior to the publication of this Listing Document: • Consolidated Financial Statements for the financial year ended 31 December 2018 with comparison numbers for the financial years ended 31 December 2017 and 2016 prepared in accordance with IFRS (audited); and • The Maersk Drilling Group’s material subsidiaries’ most recent annual reports for the past two financial years. The above mentioned documents are available for inspection at the office MDH at Lyngby Hovedgade 85, DK-2800 Kgs. Lyngby, Denmark. The Consolidated Financial Statements are moreover available on the website of ListCo, www.maerskdrilling.com/financials. This Listing Document is published by MDH and available at the office of MDH at Lyngby Hovedgade 85, DK-2800 Kgs. Lyngby, Denmark, as well as on the website of the Maersk Drilling Group, www.maerskdrilling.com/financials.

253 GLOSSARY The following explanations are not intended as technical definitions and are provided purely for assistance in understanding certain terms as used in this Listing Document.

“A.P. Moller—Maersk Group” or “Maersk Group” ...... A.P. Møller—Mærsk A/S and its subsidiaries “AICPA” ...... American Institute of Certified Public Accountants “AoC” ...... Acknowledgement of Compliance “APMC” ...... Atlantic Pacific Marine Corporation “APMH Invest” ...... APMH Invest A/S, company registration (CVR) no. 36 53 38 46 “APMH Tax Group” ...... Danish resident companies directly or indirectly controlled by APMH with whom Maersk is currently jointly taxed “Audit & Risk Committee” ...... the audit and risk committee of ListCo to be established by the Board of Directors “Articles of Association” ...... draft articles of association of ListCo “ASIC” ...... the Australian Securities and Investments Commission “Australian Corporations Act” ...... the Australian Corporations Act 2001 (Cth) “bbl” ...... one 42-gallon barrel of crude oil “Board of Directors” ...... the board of directors of ListCo as proposed to be approved at the General Meeting, i.e. the same as the currently registered board of directors of MDH except Mads D. Winther who will not be proposed as member of the Board of Directors in ListCo and will resign from the board of directors of MDH upon approval of the Demerger as well as Alastair Maxwell who has been proposed to be elected in connection with the approval of the Demerger “Branding Agreement” ...... the agreement to be entered into between Maersk, APMH and MDH regarding the Maersk Drilling Group’s use of a number of trademarks, names, vessels and rig names and other designations including “Maersk Drilling” as trademark and company name, the Maersk blue colour and the seven-pointed star “Brexit” ...... the passage of the Referendum of the United Kingdom’s Membership of the EU providing for the exit of the United Kingdom from the EU “CEST” ...... Central European Summer Time “Chairman” ...... the chairman of the Board of Directors “Clearstream” ...... Clearstream Banking, S.A. “Cold stacked” ...... rigs not expected to be utilised in the near term, crew is not on board and power systems are turned off “Consolidated Financial Statements” . . together, the (i) the Consolidated Financial Statements of MDH as of and for the year ended 31 December 2018 (the “2018 Financial Statements”); (ii) the Consolidated Financial Statements of MDH as of and for the year ended 31 December 2017 (the “2017 Financial Statements”); and (iii) the Consolidated Financial Statements of MDH as of and for the year ended 31 December 2016 (the “2016 Financial Statements”), each included in this Listing Document

254 “Corporate Governance Recommendations” ...... the Recommendations on Corporate Governance of the Danish Committee on Corporate Governance issued on 23 November 2017 “CSR” ...... corporate social responsibility “Cut-Off Date” ...... 3 April 2019 at 5:00 p.m. (CEST) “Danish Capital Markets Act” ...... the Danish Consolidated Act no. 12 of 8 January 2018 on capital markets, as amended “Danish Central Bank” ...... Danish central bank, “Danmarks Nationalbank” “Danish Companies Act” ...... the Danish Consolidated Act no. 1089 of 14 September 2015 on public and private limited liability companies, as amended “Danish Executive Order on Major Shareholders” ...... Executive Order no. 1172 of 31 October 2017 “Danish Executive Order on Prospectuses” ...... Executive Order no. 1170 of 25 September 2018 on prospectuses for securities admitted to trading in a regulated market and for offering to the public of securities of at least EUR 5,000,000 “Danish FSA” ...... Danish Financial Supervisory Authority “Danish Merger Tax Act” ...... the Consolidated Act no. 1017 of 24 August 2015 on Merger Tax, as amended “Demerger” ...... the tax-exempt, partial demerger under Danish law of Maersk by contribution of Maersk’s holding of shares in MDH including its direct and indirect subsidiaries as well as certain other assets and liabilities to a newly incorporated Danish limited liability company to be named The Drilling Company of 1972 A/S “Demerger Agreement” ...... the agreement governing the practical implementation of the separation and transfer of the Maersk Drilling Group, including MDH activities and certain other assets and liabilities, from Maersk to ListCo after completion of the Demerger, which is to be entered into between Maersk and ListCo upon completion of the Demerger pursuant to undertakings by Maersk and MDH and subject to approval of the Demerger at the General Meeting “Demerger Plan” ...... the demerger plan adopted by the board of directors of Maersk on 4 March 2019 “Demerger Record Date” ...... 5 April 2019 at 5:59 p.m. (CEST) “DKK” or “Danish kroner” ...... Danish kroner, the lawful currency of Denmark “DSF Collateral Rigs” ...... three of the Maersk Drilling Group’s 23 rigs/vessels securing the DSF Facility “DSF Facility” ...... the facility term under the DSF Facility Agreement consisting of a term loan facility in an aggregate principal amount of $350,000,000 with a final maturity date on 15 December 2025 “DSF Facility Agreement” ...... The term facility agreement entered into on 10 December 2018 with, inter alia, Danmarks Skibskredit A/S as arranger, original lender and security agent “DUC” ...... the Danish Underground Consortium “E&P activities” ...... the exploration for, and development and production of oil and gas reserves

255 “EBITDA” ...... as calculated by the Maersk Drilling Group, EBITDA represents profit before depreciation, amortisation and impairment losses/reversals in the income statement “EEA” ...... European Economic Area “E&P Companies” ...... Customers exploring for or producing oil and/or natural gas “EU” ...... European Union “euro”, “EUR” or “€” ...... euro, the lawful currency of the participating member states in the Third Stage of the European and Monetary Union of the Treaty Establishing the European Community “Euroclear” ...... Euroclear Bank S.A./N.V. “Executive Management” ...... the expected executive management of ListCo, i.e. the same as the members of the executive management of MDH “Facilities Agreements” ...... The Syndicated Facilities Agreement and the DSF Facility Agreement “Family Foundation” ...... A.P. Møller og Hustru Chastine Mc-Kinney Møllers Familiefond “General Meeting” ...... the annual general meeting of Maersk convened for 2 April 2019, where inter alia the Demerger has been proposed by the board of directors of Maersk to be approved by the shareholders of Maersk “Group Shares” ...... shares in a company in which the shareholder of the company and the issuing company are subject to Danish joint taxation or fulfil the requirements for international joint taxation under Danish law “HSSE” ...... Health, safety, security and environment “IEA” ...... the International Energy Agency “IFRS” ...... International Financial Reporting Standards “IMO” ...... the International Maritime Organization “Intercreditor Agreement” ...... agreement entered into on 6 December 2018 between the parties to the Syndicated Facilities Agreement that, inter alia, provides for the subordination of certain intra-group loans and that certain hedging liabilities shall benefit from the transaction security provided on a subordinated basis. “Issuer Rules of Nasdaq Copenhagen” the Rules for issuers of shares of 3 January 2018 of Nasdaq Copenhagen “Key Employees” ...... The Maersk Drilling Group’s Senior Management Team. “Joint Global Coordinators” ...... Danske Bank A/S and BNP PARIBAS “ListCo” ...... a newly incorporated Danish limited liability company to be named The Drilling Company of 1972 A/S to be established in connection with the Demerger “Listing” ...... the admission for trading and official listing of the Shares “Listing Agreement” ...... agreement to be entered into by Maersk, MDH and the Joint Global Coordinators prior to the approval of the Demerger on 2 April 2019 relating to the Joint Global Coordinators’ assistance in connection with the Demerger and the Listing “Listing Document” ...... this document prepared under Danish law in compliance with the exemption to the requirement to publish a prospectus set out in chapter 3 of the Danish Executive Order on Prospectuses

256 “Lock-up Shares” ...... the Shares that APMH will receive in connection with the Demerger “Maersk” ...... A.P. Møller—Mærsk A/S “Maersk Drilling Group” ...... MDH including its direct and indirect subsidiaries as well as certain other assets and liabilities which, upon completion of the Demerger, will be owned directly or indirectly by ListCo “Majority Shareholders” ...... APMH, Maersk, the Relief Foundation and the Family Foundation “Management” ...... the executive management of MDH and the board of directors of MDH “Managers” ...... the Joint Global Coordinators together with DNB Markets, a part of DNB Bank, ASA, ING Bank N.V. and Nordea Danmark, Filial af Nordea Bank Abp, Finland “Market Abuse Regulation” ...... Regulation (EU) no. 596/2014 on Market Abuse “mb/d” ...... million barrels per day “MDH” ...... Maersk Drilling Holding A/S, company registration (CVR) no. 34 73 17 21 “Nasdaq Copenhagen” ...... Nasdaq Copenhagen A/S, company registration (CVR) no. 19 04 26 77 “NCS” ...... the Norwegian Continental Shelf “Newbuilding” ...... floaters and jack-up rigs in the industry’s new rigs order book “Nomination Committee” ...... the nomination committee to be established by the Board of Directors “North American Listing Document” . . a Listing Document in English in connection with the distribution of the Listing Document in the United States and Canada “NOCs” ...... National Oil Companies “NRC” ...... the National Response Corporation “Performance Share Units” ...... a number of performance-based restricted share units to be award to the Executive Management under the LTI as determined by the Board of Directors in their sole discretion “Prospectus Regulation” ...... European Commission Regulation no. 809/2004, as amended “PwC” ...... PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab “Receiving Shareholder” ...... the holders of Maersk shares that are registered as shareholders of Maersk in VP Securities on the Demerger Record Date “relevant persons” ...... persons who (i) are investment professionals falling within Article 19(5); or (ii) fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”), of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or other persons to whom such investment or investment activity may lawfully be made available “Relief Foundation” ...... Den A.P. Møllerske Støttefond “Remuneration Committee” ...... the remuneration committee to be established by the Board of Directors “Remuneration Policy” ...... the remuneration policy applicable for the Board of Directors and the Executive Management to be approved at the General Meeting

257 “Restricted Share Units” ...... a number of restricted share units to be awarded to the Executive Management under the LTI as determined by the Board of Directors in their sole discretion “Revolving Credit Facility” ...... the Maersk Drilling Group’s undrawn revolving credit facility in an aggregate principal amount of $400,000,000 “Safety & Sustainability Committee” . the committee for corporate social responsibility, health, safety, security and environment to be established by the Board of Directors “Shares” ...... the shares in ListCo “Short Selling Regulation” ...... means the European Commission Regulation 236/2012/EU on short selling “Skattestyrelsen” ...... the Danish Tax Agency “SOPEP” ...... Shipboard Oil Pollution Emergency Plan “Sub-Use Rights Agreement” ...... agreement to be entered into between MDH and ListCo extending certain rights and obligations granted and imposed on MDH under the Branding Agreement to ListCo “Subsidiary Shares” ...... shares owned by a corporate shareholder holding at least 10% of the nominal share capital of an issuing company “Supermajors” ...... the fully integrated oil companies Exxon Mobil, BP, Shell, Total, Chevron and Eni “Syndicated Collateral Rigs” ...... 20 of the Maersk Drilling Group’s 23 rigs/vessels securing the Syndicated Facilities “Syndicated Facilities” ...... the facilities under the Syndicated Facilities Agreement consisting of the Term Loan Facility and the Revolving Credit Facility “Syndicated Facilities Agreement” . . . the term and revolving facilities agreement entered into on 6 December 2018 with, inter alia, (i) DNB Bank ASA and Nordea Bank Abp, Filial i Norge as bookrunners, mandated lead arrangers and coordinators, (ii) BNP Paribas, Danske Bank A/S and ING Bank N.V. as bookrunners and mandated lead arrangers, (iii) Commerzbank Aktiengesellschaft and Nykredit Bank A/S as mandated lead arrangers, (iv) Barclays Bank PLC and Skandinaviska Enkilda Banken AB (publ) as lead arrangers, (v) Clifford Capital Pte. Ltd., Citibank N.A., Jersey Branch, JPMorgan Chase Bank, N.A., London Branch and Sumitomo Mitsui Banking Corporation Europe Limited as arrangers, (vi) certain of the subsidiaries of MDH as original guarantors and (vii) with DNB Bank ASA as agent and security agent “Tax-Exempt Portfolio Shares” ...... shares not admitted to trading on a regulated market owned by a corporate shareholder holding less than 10% of the nominal share capital of the issuing company “Taxable Portfolio Shares” ...... shares that do not qualify as Subsidiary Shares, Group Shares or Tax-Exempt Portfolio Shares “Term Loan Facility” ...... the term loan facility in an aggregate principal amount of $1,150,000,000 divided into a Facility A in an aggregate principal amount of $975,837,904 with a final maturity date on 14 December 2023 and a Facility B in an aggregate principal amount of $174,162,096 with a final maturity date on 30 December 2025 “Total E&P Danmark” ...... Total E&P Danmark A/S (previously known as Maersk Olie og Gas A/S), company registration (CVR) no. 22 75 73 18 “TRCF” ...... total recordable case frequency

258 “Treaty” ...... the income tax treaty between Denmark and the United States “U.S.” or “United States” ...... United States of America “U.S. dollar”, “USD” or “$” ...... United States dollar, the lawful currency of the United States of America “U.S. Exchange Act” ...... U.S. Securities Exchange Act of 1934, as amended “U.S. Securities Act” ...... U.S. Securities Act of 1933, as amended “UKCS” ...... the UK Continental Shelf “Vice Chairman” ...... Vice Chairman of the Board of Directors “VP Securities” ...... VP Securities A/S, company registration (CVR) no. 21 59 93 36 “Warm stacked” ...... rigs expected to be idle for a short term period, not under contract but are available for prompt use with minor preparation. Normal maintenance operations conducted so the rig remains work ready, key members of the crew are retained and the rig is actively marketed and considered part of marketable supply

259 FINANCIAL INFORMATION

Index to the Consolidated Financial Statements Page Management Statement ...... F-2 Independent Auditor’s Report ...... F-3 Consolidated Financial Statements of Maersk Drilling Holding A/S as at, and for the years ended, 31 December 2018, 2017 and 2016 ...... F-5 Notes to the Consolidated Financial Statements ...... F-10

F-1 MANAGEMENT STATEMENT Statement of the board of directors and the executive management of Maersk Drilling Holding A/S on the Consolidated Financial Statements as at and for the Financial Year Ended 31 December 2018, 2017 and 2016. The board of directors and the executive management of Maersk Drilling Holding A/S have discussed and approved the Consolidated Financial Statements of Maersk Drilling Holding A/S as at and for the financial years ended 31 December 2018, 2017 and 2016. The Consolidated Financial Statements comprise income statement, statement of comprehensive income, cash flow statement, balance sheet, statement of changes in equity and notes, including summary of significant accounting policies, for the Maersk Drilling Group. The Consolidated Financial Statements are prepared in accordance with International Financial Reporting Standards as adopted by the EU and further requirements in the Danish Financial Statements Act. In our opinion, the accounting policies applied are appropriate, and the Consolidated Financial Statements give a true and fair view of Maersk Drilling Holding A/S’ financial position at 31 December 2018, 2017 and 2016 and of the results of Maersk Drilling Holding A/S’ operations and cash flows for the financial years 1 January – 31 December 2018, 2017 and 2016, respectively, in accordance with International Financial Reporting Standards as adopted by the EU and further requirements in the Danish Financial Statements Act. Kgs. Lyngby, 4 March 2019

Maersk Drilling Holding A/S

Board of directors

Claus V. Hemmingsen Robert M. Uggla Chairman Vice Chairman

Kathleen McAllister Mads D. Winther Board member Board member

Martin N. Larsen Robert Routs Board member Board member

Executive management

Jørn Madsen Jesper Ridder Olsen CEO CFO

F-2 INDEPENDENT AUDITORS’ REPORT Independent Auditor’s Report on the Consolidated Financial Statements as at and for the Financial Year Ended 31 December 2018, 2017 and 2016 To the readers of this Listing Document Opinion In our opinion, the Consolidated Financial Statements give a true and fair view of the Group’s financial position at 31 December 2018, 2017 and 2016 and of the results of the Group’s operations and cash flows for the financial year 1 January – 31 December 2018, 2017 and 2016, respectively, in accordance with International Financial Reporting Standards as adopted by the EU and further requirements in the Danish Financial Statements Act. We have audited the Consolidated Financial Statements of Maersk Drilling Holding A/S for the financial year 1 January to 31 December 2018, 2017 and 2016 comprising income statement, statement of comprehensive income, balance sheet, statement of changes in equity, cash flow statement and notes, including summary of significant accounting policies for the Group.

Basis for opinion We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the Auditor’s responsibilities for the audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) and the additional requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Management’s responsibilities for the Consolidated Financial Statements Management is responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the EU and further requirements in the Danish Financial Statements Act, and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the Consolidated Financial Statements, Management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Auditor’s Responsibilities for the audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements. As part of an audit in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

F-3 • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management. • Conclude on the appropriateness of Management’s use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Consolidated Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the Consolidated Financial Statements, including the disclosures, and whether the Consolidated Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation. • Obtain sufficient appropriate audit evidence regarding the consolidated financial information of the entities or business activities within the Group to express an opinion on the Consolidated Financial Statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Copenhagen, 4 March 2019

PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab

Rasmus Friis Jørgensen Thomas Wraae Holm State Authorised Public Accountant State Authorised Public Accountant

F-4 CONSOLIDATED INCOME STATEMENT

Note 2018 2017 2016 USD million Revenue ...... 1.1, 1.2 1,429 1,439 2,297 Costs ...... 1.3 (818) (756) (916) Profit before depreciation and amortisation, impairment losses/ reversals and special items ...... 611 683 1,381 Special items ...... 1.4 (16) 2 16 Profit before depreciation and amortisation and impairment losses/ reversals ...... 595 685 1,397 Depreciation and amortisation ...... 2.1, 2.2 (403) (468) (589) Impairment losses/reversals ...... 2.3 810 (1,769) (1,510) Share of results in joint ventures ...... (1) — — Profit/loss before financial items ...... 1,001 (1,552) (702) Financial expenses, net ...... 1.5 (12) (19) (89) Profit/loss before tax ...... 989 (1,571) (791) Tax ...... 1.6 (48) 49 1 Profit/loss for the year ...... 941 (1,522) (790) Earnings per share, USD(1) ...... 1,882 (3,044) (1,580) Diluted earnings per share, USD(1) ...... 1,882 (3,044) (1,580)

(1) Refer to the consolidated statement of changes in equity.

F-5 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Note 2018 2017 2016 USD million Profit/loss for the year ...... 941 (1,522) (790) Cash flow hedges: ...... 3.6 Value adjustment of hedges for the year ...... (5) 7 (2) Reclassified to income statement ...... 2 (3) 1 Total items that have or will be reclassified to the income statement . . . . (3) 4 (1) Actuarial gains/losses on defined benefit plans, etc...... — (4) 2 Total items that will not be reclassified to the income statement ...... — (4) 2 Other comprehensive income, net of tax ...... (3) — 1 Total comprehensive income for the year ...... 938 (1,522) (789)

F-6 CONSOLIDATED CASH FLOW STATEMENT

Note 2018 2017 2016 USD million Profit/loss before financial items ...... 1,001 (1,552) (702) Depreciation, amortisation and impairment losses/reversals, net . . . . 2.1, 2.2 (407) 2,237 2,099 Gain on sale of non-current assets, etc., net ...... — — 1 Change in working capital ...... 4.1 11 53 58 Change in provisions, etc...... 16 (8) (1) Taxes paid, net ...... (28) (78) (92) Cash flow from operating activities ...... 593 652 1,363 Purchase of intangible assets and property, plant and equipment . . . . 4.1 (155) (508) (338) Sale of intangible assets and property, plant and equipment ...... 21 — 10 Sale of subsidiaries and activities ...... — 60 — Other financial investments, net ...... (2) — — Cash flow used for investing activities ...... (136) (448) (328) Financial income received ...... 47 38 16 Financial expenses paid ...... (63) (70) (74) Proceeds from/(repayment of) borrowings, net ...... 2.7 1,208 (583) (541) Dividends distributed ...... (1,326) — — Cash flow from financing activities ...... (134) (615) (599) Net cash flow for the year ...... 323 (411) 436 Cash and bank balances 1 January ...... 49 460 44 Currency translation effect on cash and bank balances ...... 0 0 (20) Cash and bank balances 31 December ...... 372 49 460

Cash and bank balances at 31 December 2018 include USD 0m (2017: USD 16m / 2016: USD 24m) that relates to cash and bank balances in countries with exchange control or other restrictions. These funds are not readily available for general use by Maersk Drilling.

F-7 CONSOLIDATED BALANCE SHEET

1 January Note 2018 2017 2016 2016 USD million Assets Intangible assets ...... 2.1 56 85 109 36 Property, plant and equipment ...... 2.2, 2.3 4,845 4,270 5,974 7,840 Financial non-current assets, etc...... 3 2 31 43 Deferred tax ...... 2.4 2 20 16 22 Total non-current assets ...... 4,906 4,377 6,130 7,941 Trade receivables ...... 3.5 339 297 288 434 Loans receivable ...... 2.7 2 3,390 4,134 3,395 Other receivables ...... 2.5 37 60 96 88 Prepayments ...... 2.6 58 79 101 126 Receivables, etc...... 436 3,826 4,619 4,043 Cash and bank balances ...... 372 49 460 44 Total current assets ...... 808 3,875 5,079 4,087 Total assets ...... 5,714 8,252 11,209 12,028 Equity and liabilities Share capital ...... 87 87 87 87 Reserves ...... 3,723 6,122 8,170 8,229 Dividend proposed for the year ...... — — 500 — Total equity ...... 3,810 6,209 8,757 8,316 Borrowings, non-current ...... 2.7 1,375 — 1,939 2,619 Provisions ...... 2.8 2 2 1 7 Deferred tax ...... 2.4 60 68 108 182 Other non-current liabilities ...... 62 70 109 189 Total non-current liabilities ...... 1,437 70 2,048 2,808 Borrowings, current ...... 2.7 95 1,632 14 356 Provisions ...... 2.8 26 8 20 14 Trade payables ...... 196 163 148 219 Tax payables ...... 40 41 70 97 Other payables ...... 2.9 71 81 95 71 Deferred income ...... 2.10 39 48 57 147 Other current liabilities ...... 372 341 390 548 Total current liabilities ...... 467 1,973 404 904 Total liabilities ...... 1,904 2,043 2,452 3,712 Total equity and liabilities ...... 5,714 8,252 11,209 12,028

F-8 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Maersk Drilling Holding A/S Dividend Reserve for Retained proposed for Share capital hedges earnings the year Total equity USD million Equity 1 January 2016 ...... 0.087 0.0(2) 8,231 — 8,316 Other comprehensive income, net of tax . . . — (1) 2 — 1 Profit/loss for the year ...... — — (1,290) 500 (790) Total comprehensive income for the year . . — (1) (1,288) 500 (789) Contribution from shareholders ...... — — 1,230 — 1,230 Total transactions with shareholders ...... — — 1,230 — 1,230 Equity 31 December 2016 ...... 87 (3) 8,173 500 8,757 2017 Other comprehensive income, net of tax . . . — 4 (4) — — Profit/loss for the year ...... — — (1,522) — (1,522) Total comprehensive income for the year . . — 4 (1,526) — (1,522) Dividends to shareholders ...... — — (526) (500) (1,026) Total transactions with shareholders ...... — — (526) (500) (1,026) Equity 31 December 2017 ...... 87 1 6,121 — 6,209 2018 Other comprehensive income, net of tax . . . — (3) — — (3) Profit/loss for the year ...... — — 941 — 941 Total comprehensive income for the year . . — (3) 941 — 938 Dividends to shareholders ...... — — (3,337) — (3,337) Total transactions with shareholders ...... — — (3,337) — (3,337) Equity 31 December 2018 ...... 87 (2) 3,725 — 3,810

The share capital comprises 500,000 shares of DKK 1,000. No shares hold special rights. 1 November 2012 the share capital was established with paid in capital of USD 87,000. 18 November 2012, the share capital was changed with a capital increase of USD 48.9m and 1 January 2013 it was changed with a capital increase, contribution in kind of USD 37.7m. Earnings per share is equal to profit/loss for the year divided by 500,000 shares. As there is no dilution effect, diluted earnings per share is equal to earning per share. Dividend per share in 2018 amounts to USD 6,674 (2017: USD 2,052 / 2016: nil).

F-9 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1.1 Segment information

Jack-up rigs Floaters Total USD million 2018 Revenue ...... 896 530 1,426 Other revenue, unallocated activities ...... 3 Total revenue ...... 1,429 Segment profit/loss before depreciation and amortisation, impairment losses/ reversals and special items ...... 459 163 622 Unallocated activities ...... (11) Consolidated profit/loss before depreciation and amortisation, impairment losses/reversals and special items ...... 611 Depreciation and amortisation, reportable segments ...... (193) (196) (389) Unallocated activities ...... (14) Total depreciation and amortisation ...... (403) Total impairment losses/reversals ...... 365 445 810 Investments in non-current assets, reportable segments(1) ...... 68 78 146 Unallocated activities(1) ...... 36 Total investments in non-current assets(1) ...... 182 Non-current assets, reportable segments(1) ...... 2,855 1,957 4,812 Unallocated activities(1) ...... 89 Total non-current assets(1) ...... 4,901

Jack-up rigs Floaters Total USD million 2017 Revenue ...... 890 541 1,431 Other revenue, unallocated activities ...... 8 Total revenue ...... 1,439 Segment profit/loss before depreciation and amortisation, impairment losses/ reversals and special items ...... 473 209 682 Unallocated activities ...... 1 Consolidated profit/loss before depreciation and amortisation, impairment losses/reversals and special items ...... 683 Depreciation and amortisation, reportable segments ...... (226) (229) (455) Unallocated activities ...... (13) Total depreciation and amortisation ...... (468) Total impairment losses/reversals ...... (691) (1,078) (1,769) Investments in non-current assets, reportable segments(1) ...... 479 21 500 Unallocated activities(1) ...... 20 Total investments in non-current assets(1) ...... 520 Non-current assets, reportable segments(1) ...... 2,620 1,639 4,259 Unallocated activities(1) ...... 96 Total non-current assets(1) ...... 4,355

F-10 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) Jack-up rigs Floaters Total USD million 2016 Revenue ...... 1,012 1,266 2,278 Other revenue, unallocated activities ...... 19 Total revenue ...... 2,297 Segment profit/loss before depreciation and amortisation, impairment losses/ reversals and special items ...... 545 832 1,377 Unallocated activities ...... 4 Consolidated profit/loss before depreciation and amortisation, impairment losses/reversals and special items ...... 1,381 Depreciation and amortisation, reportable segments ...... (259) (318) (577) Unallocated activities ...... (12) Total depreciation and amortisation ...... (589) Total impairment losses/reversals ...... (441) (1,069) (1,510) Investments in non-current assets, reportable segments(1) ...... 276 6 282 Unallocated activities(1) ...... 25 Total investments in non-current assets(1) ...... 307 Non-current assets, reportable segments(1) ...... 3,049 2,932 5,981 Unallocated activities(1) ...... 102 Total non-current assets(1) ...... 6,083

(1) Comprise intangible assets and property, plant and equipment. At 1 January 2016 non-current assets from reportable segments amounted to USD 3,473m in the jack-up segment and USD 4,313m in the floater segment, with the remaining USD 90m in unallocated activities, totalling USD 7,876m.

Non-current assets(1) Revenue 1 January Geographical split 2018 2017 2016 2018 2017 2016 2016 USD million Denmark ...... 69 69 215 249 482 693 706 Norway ...... 630 608 777 1,943 1,634 1,843 2,577 United Kingdom ...... 130 140 32 312 342 315 4 United States of America ...... 8 145 618 363 257 1,200 1,792 Angola ...... — — 185 — — — 472 Egypt ...... 109 108 163 184 150 289 452 Azerbaiijan ...... 105 102 104 138 139 158 179 Singapore ...... — — — 74 85 569 834 Ghana ...... 256 166 159 913 262 477 701 Other Americas ...... — — — 167 501 — — Other ...... 122 101 44 558 503 539 159 Total ...... 1,429 1,439 2,297 4,901 4,355 6,083 7,876

(1) Comprise intangible assets and property, plant and equipment.

Geographical information Description of revenue is based on geographical location. For non-current assets, such as drilling rigs, the geographical location is where the assets are located as per 31 December. For all other assets, geographical location is based on the legal ownership.

F-11 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Geographical presence Revenue 2018 North Sea ...... 59% Africa ...... 26% Asia ...... 5% Rest of the World ...... 10% Total ...... 100%

Significant customers Revenue from five international oil companies that individually amount to more than 10% of revenue, represented in 2018 81% of the Group’s revenue. In 2018, the five international oil companies accounted for USD 0.3bn, 0.3bn, 0.2bn, 0.2bn and 0.1bn, respectively and approximately 90%, 94%, 0%, 0% and 100%, respectively of these revenues were in the jack-up segment, with the remaining in the floater segment. Revenue from five international oil companies that individually amount to more than 10% of revenue, represented in 2017 66% of the Group’s revenue. In 2017, the five international oil companies accounted for USD 0.2bn each, and three of these international oil companies were in the jack-up segment, with the remaining in the floater segment. Revenue from four international oil companies that individually amount to more than 10% of revenue, represented in 2016 58% of the Group’s revenue. In 2016, the four international oil companies accounted for USD 0.5bn, 0.3bn, 0.3bn and 0.2bn, respectively and approximately 24%, 22%, 97% and 82%, respectively of these revenues were in the jack-up segment, with the remaining in the floater segment.

Customer base Revenue 2018 Aker BP(1) ...... 24% Total(1) ...... 20% BP(1) ...... 15% Eni(1) ...... 12% Equinor(1) ...... 10% Others ...... 19% Total ...... 100%

(1) Top 5, 81%.

1.2 Revenue

Jack-up 2018 rigs Floaters Other Total USD million Geographical split Denmark ...... 66 — 3 69 Norway ...... 630 — — 630 United Kingdom ...... 130 — — 130 United States of America ...... — 8 0.0— 8 Egypt ...... — 109 — 109 Azerbaijan ...... — 105 — 105 Ghana ...... — 256 — 256 Other ...... 70 52 — 122 Total ...... 896 530 3 1,429 Type of revenue Rendering of services ...... 367 295 3 665 Lease revenue ...... 529 235 — 764 Total ...... 896 530 3 1,429

F-12 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Jack-up 2017 rigs Floaters Other Total USD million Geographical split Denmark ...... 69 — — 69 Norway ...... 608 — 0.0— 608 United Kingdom ...... 136 — 4 140 United States of America ...... — 141 4 145 Egypt ...... — 108 — 108 Azerbaijan ...... — 102 — 102 Ghana ...... — 166 — 166 Other ...... 77 24 — 101 Total ...... 890 541 8 1,439 Type of revenue Rendering of services ...... 381 247 8 636 Lease revenue ...... 509 294 — 803 Total ...... 890 541 8 1,439

Jack-up 2016 rigs Floaters Other Total USD million Geographical split Denmark ...... 209 — 6 215 Norway ...... 777 — — 777 United Kingdom ...... 26 — 6 32 United States of America ...... — 618 0.0— 618 Angola ...... — 185 — 185 Egypt ...... — 158 5 163 Azerbaijan ...... — 104 — 104 Ghana ...... — 159 — 159 Other ...... — 42 2 44 Total ...... 1,012 1,266 19 2,297 Type of revenue Rendering of services ...... 424 368 19 811 Lease revenue ...... 588 553 — 1,141 Contract terminations ...... — 345 — 345 Total ...... 1,012 1,266 19 2,297

Revenue from drilling activities is recognised in accordance with the agreed day rates for the work performed to date. The day rates include both lease revenue and service fees related to the activities of the Group. In 2016 revenue included USD 345m related to termination of Mærsk Deliverer and Maersk Valiant drilling contracts, of which USD 175m relates to settlement of day rates for the remainder of the original contract period in 2017. Both termination fees relate to the floater segment.

F-13 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1.3 Costs

2018 2017 2016 USD million Operating costs ...... 734 690 826 Sales, general and administrative costs ...... 84 66 90 Total costs ...... 818 756 916 Staff costs Wages and salaries ...... 365 365 483 Severance payments ...... 2 (2) 9 Pension costs ...... 30 25 33 Other social security costs ...... 8 6 9 Total Staff costs ...... 405 394 534 Of which: Included in Operating costs ...... 355 351 471 Included in Sales, general and administrative costs ...... 37 35 47 Recognised in the cost of assets ...... 13 8 16 Average number of employees ...... 2,854 2,865 3,325 Administrative employees located in Denmark were employed by Rederiet A.P. Møller A/S until November 2017 when their employment was transferred to Maersk Drilling A/S. Costs incurred by Rederiet A.P. Møller A/S on behalf of Maersk Drilling were reimbursed by Maersk Drilling and therefore presented as staff costs.

Remuneration to the Board of Directors, Executive Management and Key Employees The Group’s key management personnel comprised at the end of 2018, the Board of Directors, the Executive Management (CEO) and seven Key Employees who together with the Executive Management have the authority and responsibility for planning, directing and controlling the Group’s activities. The CFO was appointed to Executive Management in 2019. The Board of Directors has not been remunerated for the period 2016 through 2018. In accordance with section 98b of the Danish Financial Statements Act, remuneration of the Executive Management is therefore not separately disclosed for 2018 and 2017 where Executive Management comprised one individual only. For 2016, total remuneration of the two members of the Executive Management amounted to USD 2m. For information about share-based remuneration reference is made to note 4.3.

Remuneration to key management personnel 2018 2017 2016 USD million Fixed annual salary ...... 0.04 0.04 0.04 Cash bonus ...... 2 2 2 Termination benefits ...... 1 0 0 Share based incentive plans ...... 1 1 1 Total remuneration ...... 8 7 7

Fees to the statutory auditors 2018 2017 2016 USD million Statutory audit ...... 0.01 0.01 0.01 Other assurance services ...... 1 2 0 Tax and VAT advisory services ...... 0 0 0 Other services ...... 1 0 0 Total fees ...... 3 3 1

Fees for other services than statutory audit of the financial statements provided by PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskabs mainly consist of audit of non-statutory financial statements, financial due diligence and transaction advice, accounting advisory services, tax advice and other services related to the separation of Maersk Drilling.

F-14 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1.4 Special Items

2018 2017 2016 USD million Compensation from shipyard due to late delivery of rig, warranties etc ...... 10 5 17 Special items, income ...... 10 5 17 Transformation and restructuring costs ...... 20 — — Separation costs ...... 6 3 — Other costs ...... — — 1 Special items, costs ...... 26 3 1 Special items, net ...... (16) 2 16

Special items comprises non-recurring income and expenses that are not considered to be part of Maersk Drilling’s ordinary operations such as gains and losses on divestments, compensation from shipyards, and restructuring projects, including separation and demerger costs. 1.5 Financial income and expenses

2018 2017 2016 USD million Interest expenses on liabilities ...... (46) (66) (86) Of which borrowing costs capitalised on assets(1) ...... — 7 6 Interest income on loans and receivables ...... 48 38 17 Net interest expenses ...... 2 (21) (63) Exchange rate gains on bank balances, borrowings and working capital ...... 9 23 19 Exchange rate losses on bank balances, borrowings and working capital ...... (25) (16) (52) Net foreign exchange gains/losses ...... (16) 7 (33) Fair value gains from derivatives ...... 2 — 8 Fair value losses from derivatives ...... — (5) (1) Net fair value gains/losses ...... 2 (5) 7 Financial expenses, net ...... (12) (19) (89) Of which: Financial income ...... 59 61 43 Financial expenses ...... (71) (80) (132) (1) No borrowing costs have been capitalised in 2018. The capitalisation rate used to determine the amount of borrowing costs eligible for capitalisation in 2017 was 4.1% p.a. (2016: 4.1% p.a.). Exchange rate losses in 2016, USD 52m included a loss of USD 22m relating to cash kept in a country with limited access to repatriating surplus cash. For an analysis of gains and losses from derivatives reference is made to note 3.6.

F-15 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1.6 Tax

2018 2017 2016 USD million Tax recognised in the income statement Current tax on profit/loss for the year ...... (30) (36) (56) Adjustment for current tax of prior periods ...... (7) 35 (11) Total current tax ...... (37) (1) (67) Temporary differences ...... (18) 75 73 Adjustment for deferred tax of prior periods ...... (1) (25) (4) Reassessment of recoverability of deferred tax assets, net ...... 8 — (1) Total deferred tax ...... (11) 50 68 Total tax ...... (48) 49 1 Tax reconciliation Profit/loss before tax ...... 989 (1,571) (791) Tax using the Danish corporation tax rate (22%) ...... (218) 346 174 Impairment losses/reversals with no tax impact ...... 148 (321) (258) Tax rate deviations in foreign jurisdictions ...... (4) (4) 78 Effect of other income taxes distinct from corporation tax ...... 23 19 17 Non-taxable income ...... — — 1 Non-deductible expenses ...... (3) (1) (6) Adjustment to previous years’ taxes ...... (9) 10 (15) Change in recoverability of deferred tax assets ...... 9 (7) (2) Deferred tax asset not recognised ...... (4) (10) (4) Other differences, net ...... 10 17 16 Total tax ...... (48) 49 1

Adjusted for impairment losses and reversals, the effective tax rate was 9.3% in 2018 (2017: 8.8% / 2016: 9.1%).

F-16 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) 2.1 Intangible assets

Customer contracts and IT software USD million Cost 1 January 2016 ...... 46 Addition ...... 87 31 December 2016 ...... 133 Addition ...... 2 31 December 2017 ...... 135 Addition ...... — 31 December 2018 ...... 135 Amortisation and impairment losses 1 January 2016 ...... 10 Amortisation ...... 14 31 December 2016 ...... 24 Amortisation ...... 26 31 December 2017 ...... 50 Amortisation ...... 29 31 December 2018 ...... 79 Carrying amount: 1 January 2016 ...... 36 31 December 2016 ...... 109 31 December 2017 ...... 85 31 December 2018 ...... 56

F-17 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) 2.2 Property, plant and equipment

Construction Jack-up Equipment work in rigs Floaters and other progress Total USD million Cost 1 January 2016 ...... 4,702 5,077 125 255 10,159 Addition ...... 114 — 9 97 220 Disposal ...... 5 — 16 — 21 Transfer ...... 61 32 — (93) — 31 December 2016 ...... 4,872 5,109 118 259 10,358 Addition ...... 463 2 15 38 518 Disposal ...... 4 24 7 — 35 Transfer ...... 184 16 — (200) — 31 December 2017 ...... 5,515 5,103 126 97 10,841 Addition ...... — — 72 110 182 Disposal ...... 11 153 40 — 204 Transfer ...... 41 73 — (114) — Transfer to assets held for sale ...... 168 — — — 168 31 December 2018 ...... 5,377 5,023 158 93 10,651 Depreciation and impairment losses 1 January 2016 ...... 1,400 881 38 — 2,319 Depreciation ...... 254 316 5 — 575 Impairment losses ...... 362 1,069 — 79 1,510 Disposal ...... 4 — 16 — 20 31 December 2016 ...... 2,012 2,266 27 79 4,384 Depreciation ...... 212 225 5 — 442 Impairment losses ...... 691 1,078 — — 1,769 Disposal ...... 1 22 1 — 24 Transfer ...... 69 — 10 (79) — 31 December 2017 ...... 2,983 3,547 41 — 6,571 Depreciation ...... 179 191 4 — 374 Reversal of impairment losses ...... 365 445 — — 810 Disposal ...... 4 142 15 — 161 Transfer to assets held for sale ...... 168 — — — 168 Transfer ...... (5) (29) 16 18 — 31 December 2018 ...... 2,620 3,122 46 18 5,806 Carrying amount: 1 January 2016 ...... 3,302 4,196 87 255 7,840 31 December 2016 ...... 2,860 2,843 91 180 5,974 31 December 2017 ...... 2,532 1,556 85 97 4,270 31 December 2018 ...... 2,757 1,901 112 75 4,845

Operating leases as lessor Property, plant and equipment include jack-up rigs and floaters, which are leased out as part of the Group’s activities. The amounts below comprise the future minimum lease payments for the assets and excludes the estimated service elements, which are presented in note 2.10. Jointly the two elements amount to Maersk Drilling’s revenue backlog.

F-18 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1 January Operating lease receivables 2018 2017 2016 2016 USD million Within one year ...... 541 748 796 1,266 Between one and five years ...... 701 1,038 1,571 2,130 After five years ...... 35 82 29 155 Total ...... 1,277 1,868 2,396 3,551

Pledges Property plant and equipments with carrying amount of USD 4,686m (2017: USD 139m / 2016: USD 305m) has been pledged as security for borrowings with a carrying amount of USD 1,470m (2017: USD 245m / 2016: USD 245m).

Asset held for sale The jack-up rig Maersk Giant which is currently stacked in Esbjerg, Denmark is at the end of 2018 classified as held for sale. The carrying amount of Maersk Giant is USD 0m at the end of 2018.

2.3 Impairment test Impairment tests of property, plant and equipment have been carried out for cash generating units with indications of impairment losses or reversals. Maersk Drilling considers rigs with similar functionality and operating environment as cash generating units due to largely interdependent cash flows. The cash generating units in the table below have been further subcategorised in connection with the impairment test, however the methodology and assumptions are similar across the subgroups. The recoverable amount of each cash generating unit is determined based of the higher of its value-in-use or fair value less cost to sell. The value-in-use is calculated using certain key assumptions for the expected future cash flows and applied discount factor. The applied discount rate p.a. after tax in 2018 is 10.0% (2017: 10.5% / 2016: 8.5%). The cash flow projections are based on financial budgets and business plans approved by management. In nature, these projections are subject to judgement and estimates that are uncertain, though based on experience and external sources where available. The discount rates applied reflect the time value of money as well as the specific risks related to the underlying cash flows, i.e. project and/or country specific risk premium. Further, any uncertainties reflecting past performance and possible variations in the amount or timing of the projected cash flows are generally reflected in the discount rates. Below is set out disclosures related to the impairment tests performed.

Impairment losses/reversals Recoverable amount(3) Cash generating unit 2018 2017 2016 2018 2017 2016 USD million Jack-up rigs(1) ...... 365 (691) (441) 2,880 2,631 3,460 Floaters(2) ...... 445 (1,078) (1,069) 1,929 1,546 2,788 Total ...... 810 (1,769) (1,510)

(1) Covering four cash generating units, primarily operating in the North Sea. (2) Covering one cash generating unit, primarily operating globally. (3) The recoverable amount is based on estimated value in use, as it is considered that there is no basis for making a reliable estimate of the fair market value in an orderly transaction between market participants.

Impairment analysis for the years 2016 – 2018 The impairment losses recognised in 2016 were due to challenging market conditions. Continuing challenging market conditions also led to the impairment losses recognised in 2017. Following the improved market outlook for offshore drilling with increased activity and improved long-term projections part of the prior year impairment losses were reversed in 2018. The impairment reversals of USD 810m related to both the jack-up and floater segment.

F-19 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) The value in use calculations for the individual cash generating units are sensitive to the day rates expected to apply when contracts expire and to the risks of idle periods in the forecasts. In addition, the discount rate, growth rate and EBITDA margin after the budget period are critical variables. The sensitivity analysis shows that the impairment reversals in 2018, for the CGU’s where impairment reversals were recognised, would have been respectively; • USD 1,194m and USD 468m with a –/+ 1 percentage point change in the discount rate, keeping all other assumptions unchaged. • USD 951m and USD 678m with a +/– 1 percentage point change in growth rate after the budget period, keeping all other assumptions unchanged. • USD 1,424m and USD 274m with a +/– 5 percentage point change in EBITDA margin, keeping all other assumptions unchanged. For additional information on accounting estimates and judgements in respect of impairment analysis, reference is made to note 5.3.

2.4 Deferred Tax Recognised deferred tax assets and liabilities are attributable to the following:

Assets Liabilities Net liabilities 1 January 1 January 1 January 2018 2017 2016 2016 2018 2017 2016 2016 2018 2017 2016 2016 USD million Property, plant and equipment ...... 13 0.026 11 9 60 0.059 110 174 0.047 0.033 0.099 165 Tax loss carry forwards . . . . — — 2 13 — — — — — — (2) (13) Other ...... 2 — 25 24 13 15 20 32 11 15 (5) 8 Total ...... 15 26 38 46 73 74 130 206 58 48 92 160 Offsets ...... (13) (6) (22) (24) (13) (6) (22) (24) — — — — Total ...... 2 20 16 22 60 68 108 182 58 48 92 160

Change in deferred tax, net during the year 2018 2017 2016 USD million 1 January ...... 48 92 160 Property, plant and equipment ...... 14 (66) (66) Tax loss carry forwards ...... — 2 11 Other ...... (3) 14 (13) Recognised in the income statement ...... 11 (50) (68) Recognised in other comprehensive income ...... (1) 2 — Other ...... — 4 — 31 December ...... 58 48 92

1 January Unrecognised deferred tax assets 2018 2017 2016 2016 USD million Deductible temporary differences ...... 0.0— 0.09 0.0— 0.0— Tax loss carry forwards ...... 9 3 7 — Total ...... 9 12 7 —

The unrecognised deferred tax assets have no significant time limitations. Deferred taxes are subject to uncertainties due to tax disputes in certain countries, cf. note 5.3.

F-20 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) 2.5 Other receivables

1 January 2018 2017 2016 2016 USD million Tax receivables ...... 0.05 0.015 0.035 0.037 Derivatives ...... — 2 1 1 Deposits ...... 1 1 19 19 VAT and similar receivables ...... 10 18 6 8 Receivables from settlements of claims ...... — 3 19 — Costs to be reimbursed ...... 15 7 5 12 Other ...... 6 14 11 11 Total ...... 37 60 96 88

2.6 Prepayments

1 January Note 2018 2017 2016 2016 USD million Mobilisation costs (costs to fulfill contracts) ...... 2.10 0.036 0.071 78 113 Other ...... 22 8 23 13 Total ...... 58 79 101 126

2.7 Borrowings and net debt reconciliation

1 January Borrowings 2018 2017 2016 2016 USD million Term loans ...... 1,470 — — — Credit facilities ...... — 1,632 1,953 2,975 Total borrowings ...... 1,470 1,632 1,953 2,975 Of which: Classified as non-current ...... 1,375 — 1,939 2,619 Classified as current ...... 95 1,632 14 356

1 January Net debt reconciliation 2018 2017 2016 2016 USD million Borrowings ...... 1,470 1,632 1,953 2,975 Loans receivable, non-current ...... — — (28) (41) Loans receivable, current ...... (2) (3,390) (4,134) (3,395) Total financial liabilities and assets from financing activities ...... 1,468 (1,758) (2,209) (461) Cash and bank balances ...... (372) (49) (460) (44) Other financial items(1) ...... 1 (2) 1 2 Net debt (receivable) ...... 1,097 (1,809) (2,668) (503)

(1) Comprise primarily derivatives and other interest-bearing receivables

Change in financial liabilities and assets from financing activities 2018 2017 2016 USD million 1 January ...... (1,758) (2,209) (461) Proceeds from/(repayment of) borrowings, net ...... 1,208 (583) (541) Non-cash changes: Dividend distribution ...... 2,011 1,026 — Contribution from shareholders ...... — — (1,230) Foreign exchange adjustments ...... 4 (10) 15 Other ...... 3 18 8 31 December ...... 1,468 (1,758) (2,209)

F-21 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) Proceeds from/(repayment of) borrowings are presented net, and consist in 2018 of proceed from debt financing amounting to USD 1.5bn, and net repayment amounting to USD 0.3bn from settlement of internal cash pools, borrowings and loans receivables with the A.P. Moller—Maersk Group. Proceeds from/ (repayment of) borrowings, net consisted in 2017 and 2016 purely of movements in internal cash pools, borrowings and loans receivables. In 2018, the net movement of USD 1,208m excludes settlement of intercompany loans and receivables in the amount of USD 2,011m through non-cash dividend. In 2017, the net movement of USD 583m excludes settlement of intercompany loans and receivables through non-cash dividends of USD 500m and other non-cash distributions of USD 526m. In 2016, the net movement of USD 541m excludes a non-cash capital contribution amounting to USD 1,230 that was offset against borrowings from shareholders. In addition to the collateral rigs set out in note 2.2, certain bank accounts and shares in the subsidiaries being owners of the collateral rigs and certain intra-group charterers in respect of the collateral rigs are pledged as security for term loans with carrying amount at 31 December 2018 of USD 1,470m and undrawn credit facilities of USD 400m. In certain circumstances, earnings in respect of drilling contracts for the collateral rigs will be assigned in favour of the lenders under the loan agreements.

2.8 Provisions

Legal Restructuring disputes, etc. Total USD million 1 January 2016 ...... 3 18 21 Provision made ...... 7 10 17 Amount used ...... (3) (5) (8) Amount reversed ...... (2) (7) (9) 31 December 2016 ...... 5 16 21 Of which: Classified as non-current ...... — 1 1 Classified as current ...... 5 15 20 1 January 2017 ...... 5 16 21 Provision made ...... — 5 5 Amount used ...... (4) (1) (5) Amount reversed ...... — (11) (11) 31 December 2017 ...... 1 9 10 Of Which: Classified as non-current ...... — 2 2 Classified as current ...... 1 7 8 1 January 2018 ...... 1 9 10 Provision made ...... 20 1 21 Amount used ...... (1) — (1) Amount reversed ...... — (2) (2) 31 December 2018 ...... 20 8 28 Of which: Classified as non-current ...... — 2 2 Classified as current ...... 20 6 26 No provisions are expected to be realised after more than five years. Restructuring includes provisions for decided and publicly announced restructurings. Legal disputes, etc. include among other things, indirect tax and duty disputes. The provisions are subject to considerable uncertainty, cf. note 5.3. Reversals of provisions primarily relate to settlement of contractual disagreements, which are recognised in the income statement under operating costs.

F-22 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) 2.9 Other payables

1 January 2018 2017 2016 2016 USD million Derivatives ...... 0.01 0.0— 0.02 0.03 Interest payable ...... 4 28 31 26 VAT, duties and similar payables ...... 27 8 13 12 Payables to staff and management ...... 29 26 19 1 Other ...... 10 19 30 29 Total ...... 71 81 95 71

2.10 Contract balances

1 January Note 2018 2017 2016 2016 USD million Contract assets Mobilisation costs (costs to fulfil contracts) ...... 2.6 0.036 0.071 0.078 113 Total ...... 36 71 78 113 Contract liabilities Deferred income ...... 39 48 57 147 Total ...... 39 48 57 147

Revenue recognised in 2018 that was included in the contract liability at the beginning of each year relate to mobilisation fees from customers that are deferred and recognised over the contract term. The amount recognised in 2018 was USD 16m (2017: USD 38m / 2016: USD 95m). Cost to fulfil contracts relate to mobilisation costs that are capitalised and amortised over the contract term. The amortisation in 2018 amounted to USD 35m (2017: USD 34m / 2016: USD 47m). Contract assets and contract liabilities were higher at 1 January 2016 compared to subsequent periods as more contracts were in the initial stages and at higher day rate levels than in subsequent periods. The transaction price allocated to the performance obligations that are to be completed as of the end of each year relate to the service element of jack-up rigs and floaters contracted to customers under the day rate model. As such, the amounts below exclude the estimated lease elements, which are presented in note 2.2. Jointly the two elements amount to Maersk Drilling’s revenue backlog.

1 January 2018 2017 2016 2016 USD million Within one year ...... 481 527 547 677 Between one and five years ...... 676 852 782 1,081 After five years ...... 32 68 15 79 Total ...... 1,189 1,447 1,344 1,837

3.1 Financial risk management It is the Group’s policy to have sufficient committed funding available to support business strategy as well as a long-term funding view to minimise refinancing risk and secure a solid capital structure over the business cycle. To enable focus on creating long-term shareholder value, taking into account the cyclicality of the offshore drilling industry, the allocation of free cash flows shall primarily support Maersk Drilling’s long-term strategic ambition. Free cash flow is therefore allocated as follows: (i) Maintaining a solid capital structure with sufficient funding available to support business strategy;

F-23 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (ii) Pursue investments adding long-term value to the shareholders; and (iii) Return surplus capital to shareholders via dividends or share buybacks. Financial risk management The Group’s operating and financing activities expose it to a variety of financial risks, comprising: • Liquidity risk • Interest rate risk • Currency risk • Credit risk Management of these financial risks is carried out by a central treasury department under policies approved by the Board of Directors. The treasury department identifies, evaluates and hedges each financial risk. The Group’s overall financial risk management programme focuses on the unpredictability of financial markets and seeks to minimise the potential adverse effects on the Group’s financial performance. The Group uses derivative financial instruments to hedge certain risks. In 2018 the Group entered into a syndicated facilities agreement, comprising a term loan facility of USD 1,150m, drawn in full and a revolving credit facility of USD 400m, which remains undrawn at the end of 2018. Furthermore, the Group entered into a term loan facility with Danmarks Skibskredit at USD 350m, drawn in full at the end of 2018. The Group’s loan facilities contain customary representations, certain covenants and undertakings (including on minimum requirements of the aggregate fair market value and insurance of the pledged rigs, customary restrictions on the flag and classification society applicable to the pledged rigs and restrictions on creating liens on the pledged rigs) and customary events of default (in each case, subject to customary agreed exceptions, materiality tests, carve- outs and grace periods). In addition, the loan facilities contains minimum free liquidity, leverage ratio and equity ratio financial covenants, which Maersk Drilling must comply with throughout the tenor of the facilities. The covenants have all been complied with in 2018. Exposure from each of the financial risks, together with the Group’s policies and mitigation procedures are further described below.

3.2 Liquidity Risk Liquidity risk is the risk that Maersk Drilling will encounter difficulty in meeting its obligations when they occur or ceasing to have access to adequate funding to pursue its strategic ambitions. The overall objective is to maintain adequate liquidity reserves to meet the Group’s obligations and sustain from volatility in cash flow from operations. The Group has a centralized and structured approach to liquidity, capital funding and cash management, focusing on repatriating and concentrating cash. Short-term funding of subsidiaries is handled by the cental treasury department, primarily through a group wide cash pool structure. The liquidity reserve which consist of cash and bank balances, loans receivables plus the aggregate amount of undrawn or unutilised committed credit facilities that remain committed for a period of not less than 365 days, amount to USD 772m (2017: 3,930m /2016: 4,813m / 1 January 2016: 3,768m). The maturities of the Groups total loan facilities, comprising term loans drawn in full and undrawn committed revolving facility, are illustrated in the chart below.

Maturity of loan facilities 2019 2020 2021 2022 2023 2024 2025 USD million Term loans ...... 98 130 130 130 776 24 212 Revolving credit facilities ...... — — — — 400 — — Total ...... 98 130 130 130 1,176 24 212

F-24 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Carrying Cash flows including interest Maturities of liabilities and commitments amount 0 – 1 year 1 – 5 years 5-years Total USD million 2018 Borrowings ...... 1,470 173 1,396 257 1,826 Trade and other payables ...... 267 267 — — 267 Total recognised in balance sheet ...... 1,737 440 1,396 257 2,093 Operating lease and capital commitments ...... 52 20 10 82 Total ...... 492 1,416 267 2,175 2017 Borrowings ...... 1,632 1,760 — — 1,760 Trade and other payables ...... 244 244 — — 244 Total recognised in balance sheet ...... 1,876 2,004 — — 2,004 Operating lease and capital commitments ...... 35 18 9 62 Total ...... 2,039 18 9 2,066 2016 Borrowings ...... 1,953 58 2,070 — 2,128 Trade and other payables ...... 243 243 — — 243 Total recognised in balance sheet ...... 2,196 301 2,070 — 2,371 Operating lease commitments ...... 8 27 23 58 Capital commitments ...... 460 — — 460 Total ...... 769 2,097 23 2,889 At 1 January 2016 Borrowings ...... 2,975 418 2,813 — 3,231 Trade and other payables ...... 290 290 — — 290 Total recognised in balance sheet ...... 3,265 708 2,813 — 3,521 Operating lease commitments ...... 13 28 25 66 Capital commitments ...... 472 2 — 474 Total ...... 1,193 2,843 25 4,061

3.3 Interest rate risk Interest rate risk comprises the risk that future cash flows from financial instruments will fluctuate because of changes in market interest rates. The interest rate exposure arises from loans and other credit facilities carrying floating interest rates. The exposure towards interest rates are mitigated by entering into fixed rate loans or interest rate swaps. As from the refinancing in 2018, it has been the Group’s policy that minimum 50% of the gross debt is at fixed interest rates.

F-25 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) At 31 December 2018, 64% (2017: 0% / 2016: 0% / 1 January 2016: 0%) of borrowings carries fixed interest rates with a weighted average duration of 2.2 years (2017: 0 years / 2016: 0 years / 1 January 2016: 0 years).

Carrying Next interest rate fixing Borrowings by interest rate levels inclusive of interest rate swaps amount 0 – 1 year 1 – 5 years 5-years USD million 2018 3 – 6% ...... 1,470 533 937 0.0— Total ...... 1,470 533 937 — 2017 3 – 6% ...... 1,632 1,632 — — Total ...... 1,632 1,632 — — 2016 0 – 3% ...... 14 14 — — 3 – 6% ...... 1,939 1,939 — — Total ...... 1,953 1,953 — — At 1 January 2016 0 – 3% ...... 2,326 2,326 — — 3 – 6% ...... 646 646 — — Total ...... 2,975 2,975 — —

Interest rate sensitivity An increase of interest rates by one percentage point is estimated to decrease profit for the year by USD 6m and increase other comprehensive income by USD 21m (2017: increase profit for the year by USD 18m and increase other comprehensive income by USD 0m / 2016: increase profit for the year by USD 22m and increase other comprehensive income by USD 0m). This analysis is based on borrowings and loans receivables at 31 December, and assumes that all other variables remain constant. A one percentage point decrease would have a corresponding inverse effect.

3.4 Currency risk Currency risk comprise the risk that future cash flows will fluctuate because of changes in foreign exchange rates. The currency exposure arise from Maersk Drilling operating in countries with different local currencies. As income is primarily denominated in USD, all material entities in the Group denominate USD as the functional currency, while related operating expenses are incurred in both USD and local currencies. The Group’s debt is also in all material aspect denominated in USD, and only a minimum of the Group’s other debt is in other currencies such as DKK, GBP, and NOK. The exposure towards changes in foreign exchange rates are mitigated by entering into customer contracts where an element of the contract value is non-USD to create a natural hedge between the contracted revenue and local operating costs. Subsequently foreign exchange forwards are used to hedge any excess exposure. Exposure towards currency risk is generally low and does not significantly affect the Group’s profit or the value of financial instruments. It is the Group’s policy to hedge significant net cash flows in other currencies than USD using a layered model with a 12-month horizon. Cash kept in countries with limited access to repatriating surplus cash is subject to currency risks. In 2016 a loss of USD 22m was incurred due to currency.

Currency sensitivity An increase of relevant exchange rates against USD by 5 percent is estimated to decrease profit for the year by USD 2m and increase other comprehensive income by USD 5m (2017: decrease profit for the year by USD 1m and increase other comprehensive income by USD 3m / 2016: decrease profit for the year by USD 1m and increase other comprehensive income by USD 2m). This analysis is based on financial instruments at 31 December, and assumes that all other variables remain constant. A one percentage point decrease would have a corresponding inverse effect.

F-26 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) 3.5 Credit risk The Group has exposure to commercial counterparties. To minimise the credit risk, financial vetting is undertaken for all major customers. Financial assets at amortised cost comprise loans receivable and other receivables. These are all considered to have low credit risk and thus the impairment provision calculated basis of 12 month expected losses is considered immaterial. The financial assets are considered to be low risk when they have low risk of default and the issuer has a strong capacity to meet its contractual cash flow obligations in the near term. The Group applies the simplified approach to providing the expected credit losses prescribed by IFRS 9, which permits the use of the lifetime expected loss provision for all trade receivables. Customer contracts do not include unusual payment terms or material financing components. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. In accordance with IFRS 9, also non-due trade receivables have been impaired.

1 January Maturity analysis of trade receivables 2018 2017 2016 2016 USD million Receivables not due ...... 237 244 263 357 Less than 90 days overdue ...... 81 53 25 68 More than 90 days overdue ...... 24 3 2 13 Receivables, gross ...... 342 300 290 438 Expected credit loss ...... 3 3 2 4 Carrying amount ...... 339 297 288 434

3.6 Derivatives The Group enters into derivative transactions in order to mitigate foreign exchange rate exposure related to costs incurred in local currencies, and interest rate exposure on term loans. The derivative transactions comprise foreign exchange forward contracts and interest rate swaps. Foreign exchange forward contracts are used to hedge the currency risk related to recognised and unrecognised transactions, of which the majority are designated as cash flow hedges. Interest rate swaps are used to swap variable interest payments on term loans to fixed interest payments. All interest rate swaps are designated as cash flow hedges. Currency derivatives designated as cash flow hedges are mainly realised within one year, whereas interest rate swaps designated as cash flow hedges, matures over five years. The notional of currency derivative contracts at 31 December amounts to:

2018 2017 2016 January 1 2016 Foreign Foreign Foreign Foreign currency USD currency USD currency USD currency USD DKK/USD ...... 725 113 442 70 338 50 359 55 GBP/USD ...... — — — — 28 35 33 49 KRW/USD ...... — — — — 391 0 4,488 4 All currency derivative contracts hedge future cash outflows, hence the respective foreign currencies is purchased and USD is sold. The notional amount of interest rate swaps at 31 December 2018 amounts to USD 781m, and are all denominated in USD. The average fixd rate of the interest swaps are 2.6%. Fair value of derivative contracts are recognised in other receivables, current amounting to USD 0m in 2018 (2017: USD 2m / 2016: USD 1m / 1 January 2016: USD 1m) and in other payables, current amounting to USD 1m in 2018 (2017: USD 0m / 2016: USD (2)m / 1 January 2016: USD (3)m). The hedge ratio are 1:1 for all hedging relationships.

F-27 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) The gains/losses, including realised transactions, are recognised as follows:

2018 2017 2016 USD million Hedging foreign exchange risk on operating costs ...... 0.0(2) 0.03 0.0(1) Total reclassified from equity reserve for hedges ...... (2) 3 (1) Derivatives accounted for as held for trading Currency derivatives recognised directly in financial income/expenses ...... 2 (5) 7 Net gains/losses recognised directly in the income statement ...... 2 (5) 7 Total ...... — (2) 6

3.7 Financial instruments by category

Carrying Fair Carrying Fair Carrying Fair Carrying Fair amount value amount value amount value amount value 2018 2017 2016 1 January 2016 USD million Carried at amortised cost Loans receivable ...... 2 2 3,390 3,390 4,162 4,162 3,436 3,436 Other interest-bearing receivables . . 2 2 2 2 2 2 2 2 Total interest-bearing receivables . . 4 4 3,392 3,392 4,164 4,164 3,438 3,438 Trade receivables ...... 339 297 288 434 Other receivables (non-interest bearing) ...... 32 43 60 50 Cash and bank balances ...... 372 49 460 44 Financial assets at amortised cost . 747 3,781 4,972 3,966 Carried at fair value Derivatives ...... — — 2 2 1 1 1 1 Financial assets at fair value . . . . . — — 2 2 1 1 1 1 Total financial assets ...... 747 3,783 4,973 3,967 Carried at amortised cost Term loans ...... 1,470 1,500 — — — — — — Credit facilities ...... — — 1,632 1,632 1,953 1,953 2,975 2,975 Total borrowings ...... 1,470 1,500 1,632 1,632 1,953 1,953 2,975 2,975 Trade payables ...... 196 163 148 219 Other payables ...... 70 81 93 68 Financial liabilities at amortised cost ...... 1,736 1,876 2,194 3,262 Carried at fair value Derivatives ...... 1 1 — — 2 2 3 3 Financial liabilities at fair value . . . 1 1 — — 2 2 3 3 Total financial liabilities ...... 1,737 1,876 2,196 3,265

Financial instruments measured at fair value Financial instruments carried at fair value can be divided into three levels: • Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2—Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and • Level 3—Inputs for the asset or liability that are not based on observable market data. Fair value of derivatives fall within level 2 of the fair value hierarchy and is calculated on the basis of observable market data as of the end of the reporting period. The Group has no financial instruments within level 3.

F-28 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) Financial instruments carried at amortised cost Fair value of the short-term financial assets and other financial liabilities carried at amortised cost is not materially different from the carrying amount. In general, fair value is determined primarily based on the present value of expected future cash flows. Where a market price was available, however, this was deemed to be the fair value. Fair value of the borrowing items fall within level 2 of the fair value hierarchy and is estimated on the basis of discounted future cash flows. The fair value of loans receivables and borrowings against related parties have a floating interest rate and the fair value is assessed to be similar to the carrying amount.

4.1 Cash flow specifications

2018 2017 2016 USD million Change in working capital Trade and other receivables ...... (20) (5) 163 Trade and other payables ...... 31 58 (105) Total ...... 11 53 58 Purchase of intangible assets and property, plant and equipment Addition ...... (182) (520) (307) Of which borrowing costs capitalised on assets ...... — 7 6 Change in payables to suppliers regarding purchase of assets ...... 27 5 (37) Total ...... (155) (508) (338)

4.2 Contingent liabilities and commitments The term loans and credit facilities set out in note 2.7 may become prepayable in whole or in part on the occurrence of certain customary events including a change of control over the Company. Except for these and for customary agreements within the Group’s activities, no material agreements have been entered into that will take effect, change or expire upon changes of the control over the Company. As per 31 December 2018 Maersk Drilling has no material external guarantees (2017: none / 2016: none / 1 January 2016: USD 2m). The Group is also involved in legal and tax disputes in certain countries. Some of these are subject to considerable uncertainty, cf. note 5.3. Through participation in joint taxation scheme with A.P. Møller Holding A/S, the Danish companies are jointly and severally liable for taxes payable, etc. in Denmark.

Operating lease commitments The Group’s operating lease commitments primarily comprise lease contracts on office buildings in Denmark and Norway. The future operating lease payments are:

1 January 2018 2017 2016 2016 USD million Within one year ...... 0.09 0.08 0.010 0.014 Between one and two years ...... 8 6 9 11 Between two and three years ...... 7 5 8 8 Between three and four years ...... 6 6 7 7 Between four and five years ...... 6 6 7 7 After five years ...... 11 12 27 30 Carrying amount ...... 47 43 68 77

The Group’s operating lease costs recognised in the income statement include rental of operating equipment on short-term contracts and amounts to USD 20m (2017: USD 9m / 2016: USD 10m).

F-29 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) Capital commitments and newbuilding programme The Group has capital commitments relating to acquisition of non-current assets totalling USD 46m (2017: USD 28m / 2016: USD 460m / 1 January 2016: USD 474m). In 2018 and 2017 no capital commitments are related to newbuildings. In 2016 USD 447m (1 January 2016: USD 436m) of the total capital commitments are related to the newbuilding programme for one rig (1 January 2016: one rig) at a total contract price of USD 636m (1 January 2016: USD 636m) including owner-furnished equipment.

4.3 Share-based payments Equity settled incentive plans The A.P. Moller—Maersk Group’s Restricted Shares Plan was introduced in 2013 and grants have since 2013 on a yearly basis been awarded to employees. The transfer of restricted shares is contingent on the employee still being employed and not being under notice of termination and takes place when three years have passed from the time of granting. The participants are not entitled to any dividend during the vesting period. Special conditions apply regarding illness, death and resignation as well as changes in A.P. Moller—Maersk’s capital structure, etc. The total value recognised for share based payments amounts to a cost of USD 1m (2017: cost of USD 1m / 2016: income of USD 1m).

B-shares in A.P. Møller—Mærsk A/S Restricted Shares Plan Senior Restricted Shares Outstanding awards under equity-settled incentive plans Management Team(1) Plan Employees(1) Total fair value(1) No. No. USD million 1 January 2016 ...... 705 528 Granted ...... 302 283 1 Exercised ...... 276 258 Outstanding 31 December 2016 ...... 731 553 Granted ...... 332 137 1 Exercised ...... 190 137 Forfeited ...... 121 — Outstanding 31 December 2017 ...... 752 553 Granted ...... 354 156 1 Exercised ...... 219 170 Outstanding 31 December 2018 ...... 887 539

(1) At the time of grant. The fair value of restricted shares (A.P. Møller—Mærsk A/S B shares) granted to 7 members of Management (2017: 8 / 2016: 5) and to 5 employees (2017: 6 / 2016: 8) was USD 1m (2017: USD 1m / 2016: USD 1m) at the time of the grant. Total value of granted restricted shares recognised in the income statement is a cost of USD 1m (2017: USD 1m / 2016: USD 1m). The fair value per restricted share at the time of grant is DKK 9,273 (USD 1,532) (2017: DKK 11,550 (USD 1,655) / 2016: DKK 8,463 (USD 1,299)), which is equal to the volume weighted average share price on the date of grant, i.e. 1 April 2018. On 1 April 2018, the restricted shares originally granted in 2015 were settled by A.P. Møller—Mærsk A/S with the employees. The weighted average share price at that date was DKK 9,273 (USD 1,532). The average remaining contractual life for the restricted shares as per 31 December 2018 is 1.3 years (2017: 1.3 years / 2016: 1.5 years / 1 January 2016: 1.1 years). In 2014, the A.P. Moller—Maersk Group established a Performance Shares Plan for executives and other employees. The Performance Shares Plan lapsed in 2017. Total value of granted performance shares recognised in the income statement is a cost of USD nil (2017: cost of nil / 2016: income of USD 2m). The net income in 2016 is due to adjustment in the number of performance shares that are expected to vest.

F-30 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) Share options plan In addition to the plans described above, the A.P. Moller—Maersk Group had a Share Options Plan. Each share option granted was a call option to buy an existing B share of nominal DKK 1,000 in A.P. Møller—Mærsk A/S. Share options related to this plan have not been granted since 2012. The share options were granted at an exercise price corresponding to 110% of the average of the market price on the first five trading days following the release of A.P. Møller—Mærsk A/S’ Annual Report. Exercise of the share options was contingent on the option holder still being employed at the time of exercise. The share options could be exercised when at least two years and no more than five years had passed from the time of granting. Special conditions applied regarding illness, death and resignation as well as changes in the A.P. Møller—Mærsk A/S capital structure, etc. The share options could only be settled in shares. Total value of granted share options recognised in the income statement is a cost of USD nil (2017: USD nil / 2016: USD nil). No share options were exercised in 2018. In 2017 the weighted average share price at the dates of exercise of share options in previous years were DKK 11,557 (USD 1,752) (2016: DKK 10,322 (USD 1,533)). Of the 1,885 share options outstanding at 1 January 2016, 80 were exercised at an average exercise price of DKK 8,298 (USD 1,232) and 845 were forfeited in 2016 and 960 were exercised in 2017 at an average exercise price of DKK 8,298 (USD 1,258). The average remaining contractual life as per 31 December 2018 is 0 years (2017: 0 years / 2016: 0.3 years). The exercise price for outstanding share options as at 31 December 2016 was DKK 8,298 (USD 1,177) (1 January 2016: DKK 8,298 to DKK 9,919 (USD 1,215 to USD 1,452)).

4.4 Related parties

Controlling parties Other related parties 1 January 1 January 2018 2017 2016 2016 2018 2017 2016 2016 USD million Income statement Revenue ...... — — 41 34 196 39 Costs ...... 13 77 91 14 15 6 Financial income ...... 46 41 21 — 8 4 Financial expenses ...... 43 65 70 0 2 34 Assets Loans receivables ...... 2 3,390 3,719 3,177 — — 443 250 Trade receivables ...... — 2 1 0 2 19 26 23 Derivatives ...... — 2 1 1 — — — — Other receivables ...... 6 — 3 3 — 6 15 9 Cash and bank balances ...... — — — — 258 0 1 2 Liabilities Borrowings ...... — 1,632 1,953 1,969 105 — — 1,006 Trade payables ...... — 10 1 2 5 11 9 13 Derivatives ...... — — 2 2 0 — 0 1 Other payables ...... 4 32 35 27 3 — 20 25 Dividends declared ...... 3,337 — 1,026 — — — — —

The following related parties have a controlling interest in Maersk Drilling Holding A/S The A.P. Møller og Hustru Chastine Mc-Kinney Møllers Fond til Almene Formaal, Copenhagen, Denmark and A.P. Møller Holding A/S has control over the A.P. Moller—Maersk Group. A.P. Møller—Mærsk A/S, Esplanaden 50, 1263 Copenhagen K, is the 100% owner of Maersk Drilling Holding A/S.

Key management personnel Related parties include the Group’s key management personnel. Remuneration hereof is disclosed in note 1.3.

F-31 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) Other related parties The Board of Directors and the Executive Management of A.P. Møller og Hustru Chastine Mc-Kinney Møllers Fond til almene Formaal, A.P. Møller Holding A/S, A.P. Møller—Mærsk A/S, and their close relatives including undertakings under their significant influence are also considered related parties. This includes subsidiaries and affiliates to A.P. Møller Holding A/S, including other subsidiaries and affiliates to A.P. Møller— Mærsk A/S. The drilling activities of the A.P. Moller—Maersk Group previously included the Egyptian Drilling Company (EDC) joint venture. EDC was legally owned by A.P. Møller—Mærsk A/S, and is not included in these consolidated financial statements. EDC was sold by the A.P. Moller—Maersk Group at December 18, 2017.

Other related party transactions Commission to Maersk Broker for Maersk Drilling newbuildings amounts to USD 0m (2017: USD 2m / 2016: USD 0m).

4.5 Subsequent events No events have occurred after the balance sheet date which are expected to have a material impact on the consolidated financial statements.

5.1 Basis of preparation These Consolidated Financial Statements reflect the consolidated figures for Maersk Drilling Holding A/S and its subsidiaries (the “Group”or “Maersk Drilling”). All amounts in these Consolidated Financial Statements are stated in United States Dollars (USD) and rounded to the nearest million. The accounting policies described have been applied consistently for the financial year and for the comparative figures.

First time adoption of IFRS For all periods up to and including the year ended 31 December 2017, the parent company, Maersk Drilling Holding A/S, has prepared separate financial statements in accordance with the Danish Financial Statements Act. These consolidated financial statements for the year ended 31 December 2018 are the first consolidated financial statements prepared in accordance with IFRS as adopted by the EU and further requirements in the Danish Financial Statements Act. Accordingly, Maersk Drilling has prepared consolidated financial statements for the year ended 31 December 2018 together with comparative figures for the years ended 31 December 2017 and 31 December 2016 and as of 1 January 2016 that comply with IFRS as adopted by the EU applicable as at 31 December 2018, as described in the summary of significant accounting policies. In preparing the financial statements, the Group’s opening statement of financial position was prepared as at 1 January 2016, the Group’s date of transition to IFRS as adopted by the EU. As a Business Unit in the A.P. Moller—Maersk Group, the accounting policies applied by Maersk Drilling have been aligned with IFRS, and as such no material differences exists between the recognition and measurement criteria historically applied in the financial reporting to the A.P. Moller—Maersk Group and the criteria applied in the preparation of these consolidated financial statements. In addition, no objective evidence have been identified to suggest that estimates made under previous accounting policies were in error, and, as such, no adjustments have been recognised to opening equity upon the transition to IFRS. Accordingly, no reconciliations of impact are presented in these consolidation financial statements. In accordance with IFRS 1, these consolidated financial statements comply with IFRS as adopted by the EU applicable as at 31 December 2018. All standards are applied fully retrospectively, considering transition options in IFRS 1. This also applies for IFRS 9 and IFRS 15 which became effective 1 January 2018 but have been applied retrospectively.

Separation from the A.P. Moller—Maersk Group The Group comprises Maersk Drilling Holding A/S and all its subsidiaries as set out in the company overview. Historically, the Group has legally comprised activities not related to the present Maersk Drilling, and certain activities related to Maersk Drilling were legally owned by entities which were not part of the present Group, but under the common control of A.P. Møller—Mærsk A/S. During 2016 and 2017, the legal structure were

F-32 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) adjusted by means of sales, capital contributions and dividend distributions, but throughout 2018, Maersk Drilling Holding A/S and its subsidiaries have comprised all of and only the Maersk Drilling related activities of the A.P. Moller—Maersk Group. In 2016, Maersk Drilling Holding A/S received non-cash contributions of USD 1,230m cf. statement of changes in equity, which was used to repay debt to A.P. Møller—Mærsk A/S as a non-cash transaction. In 2017, a legal restructuring was completed regarding The Maersk Company Limited (TMCL) subgroup as part of the carve-out of non-drilling activities. Two drillships owned by TMCL on a finance lease were sold together with related assets and liabilities to other legal entities owned by Maersk Drilling Holding A/S. Subsequent to the internal restructuring TMCL included only non-drilling activities which was sold to A.P. Møller—Mærsk A/S at carrying amount in November 2017. Also in 2017, A.P. Møller—Mærsk A/S transferred the assets, liabilities and activities related to the four rigs Mærsk Gallant, Maersk Giant, Maersk Innovator and Mærsk Inspirer to a company now named Maersk Drilling North Sea A/S. Subsequently, A.P. Møller—Mærsk A/S transferred the shares in Maersk Drilling North Sea A/S to Maersk Drilling A/S as a tax-exempt contribution without payment or issuance of new shares. As the transfer of the four rigs and related assets and liabilities was a transaction under common control, the transaction has been accounted for by applying the pooling of interest method. The comparison figures as of and for the years ended 31 December 2017 and 31 December 2016 and as of 1 January 2016 have therefore been prepared as if the four rigs and related activities were always part of Maersk Drilling. Certain net assets in the amount of USD 526m previously part of the Maersk Drilling segment and related to the four rigs, were not part of the transfer and is presented as a dividend distribution at the time of the transfer of the rigs in 2017 in the statement of changes in equity.

New reporting requirements Maersk Drilling has not yet applied IFRS 16 Leases, which is endorsed by the EU and effective from 1 January 2019. Maersk Drilling has in all material respect concluded the analysis of the impending changes resulting from IFRS 16. Maersk Drilling will apply the simplified approach with no restatement of comparative figures for prior periods and no reassessment of lease definitions compared to the existing under IAS 17 and IFRIC 4 will be performed. The requirement in IFRS 16 to recognise a right-of-use asset and a related lease liability is expected to have an immaterial impact on the amounts recognised in the consolidated financial statements. As at 31 December 2018, Maersk Drilling had undiscounted operating lease commitments of USD 47m (2017: USD 43m / 2016: USD 68m / 1 January 2016: USD 77m) and have recognised USD 20m of operating lease expenses in 2018 (2017: USD 9m / 2016: USD 10m). The operating lease expenses include rental of operating equipment on short-term contracts. Subsequent to adoption of IFRS 16, profit before depreciation and amortisation, impairment losses and special items will increase, as approximately USD 10m of operating lease expenses currently recognised will be replaced by depreciation and interest expenses. The impact on profit/loss for the year will be neutral over time, but a timing effect will occur due to frontloading of interest expenses. Cash flow from operating activities will increase but be offset by an increased cash outflow from financing activities, and, accordingly, there will be no change in the underlying cash flow for the year. IFRS 16 does not introduce material changes from a lessor perspective, and Maersk Drilling expects no changes in the composition of the balance sheet from the adoption of IFRS 16 resulting from current contracts with costumers. Revenue from drilling activities is recognised in accordance with the agreed day rates for the work performed to date.

5.2 Significant accounting policies Consolidation Consolidation is performed by summarising the financial statements of the entities within the Group as described in note 5.1. Internal income and expenses, shareholdings, dividends, balances and gains on internal transactions within the Group are eliminated.

F-33 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) Foreign currency translation The consolidated financial statements are presented in USD, which is also the functional currency of most material companies within the Group. Transactions in currencies other than the functional currency are translated at the exchange rate prevailing at the date of the transaction. Monetary items in foreign currencies not settled at the balance sheet date are translated at the exchange rate as at the balance sheet date. Foreign exchange gains and losses are included in the income statement as financial income or expenses.

Segment information The allocation of business activities into segments is in line with the internal management reporting provided to the chief operating decision maker. The reportable segments are as follows:

Jack-up rigs ...... Jack-up rigs operating in depths up to 500 ft and comprise the aggregated operating segments, harsh environment jack-up rigs and international jack-up rigs, as they have similar economic characteristics, share the same customers and are largely interchangeable. Floaters ...... Semi-submersible rigs and drillships operating in depths up to 12,000 ft. Segment profit/loss (defined as profit/loss before depreciation and amortisation, impairment losses/reversals and special items) comprise items directly related to or which can be allocated to segments. Costs in group functions are allocated to reportable segments if they can be allocated to segments. Financial assets, liabilities, income and expenses from these items, and tax are not attributed to reportable segments.

Income statement Revenue from drilling activities, is recognised in accordance with the agreed day rates for the work performed to date. Mobilisation fees are recognised straight-line over the contract period, along with amortisation of mobilisation costs. Compensations received, or receivable, for early termination are recognised as revenue with deferral of an estimated value of any obligations to standing ready for new engagements in the remaining contract period. Operating costs comprise costs incurred in generating revenue for the year, this includes costs for crew, repair and maintenance, but excludes sales, general and administrative costs, which are presented separately. Special items comprise non-recurring income and expenses that are not considered part of Maersk Drilling’s ordinary operations, such as gains and losses on divestments, compensation from shipyards and restructuring projects, including separation and demerger costs. Financial income and expenses comprise of interest income and expenses, foreign exchange gains/losses, realised and unrealised gains/losses on financial instruments and bank fees and transaction costs related to borrowings. Financial income and expenses are recognised in the income statement on an accrual basis related to the year it is recognised. Tax comprises an estimate of current and deferred income tax as well as adjustments to previous years for the individual entities covered by the special purpose combined financial statements. Income tax is tax on taxable profits and consists of corporation tax, withholding tax of dividends, etc. Tax is recognised in the income statement to the extent it arises from items recognised in the income statement, including tax of gains on intra-group transactions that have been eliminated in the consolidation.

Statement of comprehensive income Other comprehensive income consists of income and costs not recognised in the income statement, cash flow hedges as well as actuarial gains/losses on defined benefit plans, etc. Other comprehensive income includes current and deferred income tax to the extent the items recognised in other comprehensive income are taxable or deductible.

F-34 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) Balance sheet Intangible assets are measured at cost less accumulated amortisation and impairment losses. Amortisation is calculated on a straight-line basis over the estimated useful lives of the assets. Customer contracts will be amortised over the contract period. Estimated useful lives and residual values are reassessed on a regular basis.

Useful life (years) Residual value Customer contract ...... 5 years 0% IT Software ...... 3 – 5 years 0% Property, plant and equipment are valued at cost less accumulated depreciation and impairment losses. Depreciation is charged to the income statement on a straight-line basis over the useful lives at an estimated residual value:

Useful life (years) Residual value Rigs, Hull ...... 25 years 30% Rigs, Drilling Equipment/owner furnished equipment long ...... 20 years 10% Rigs, Drilling Equipment/owner furnished equipment short ...... 10 years 0% Rigs, Initial offshore inventory ...... 10 years 0% Rigs, Other ...... 5 years 0% Rigs, 5 year special survey ...... 5 years 0% Estimated useful lives and residual values are reassessed on a regular basis. The cost of an asset is divided into separate components, which are depreciated separately if the useful lives of the individual components differ. The 5 year special periodic survey costs are recognised in the carrying amount of rigs when incurred and depreciated over the period until the next 5 year special survey. Costs of on-going routine maintenance of the assets are expensed as incurred. The cost of assets constructed by Maersk Drilling includes directly attributable expenses. For assets with a long construction period, borrowing costs during the construction period from specific as well as general borrowings are attributed to cost. Impairment losses are recognised when the carrying amount of an asset or a cash-generating unit exceeds the higher of the estimated value in use and fair value less costs of disposal. The value in use is estimated as the present value of the future cash flows that Maersk Drilling expects to derive from the asset. Intangible assets and property, plant and equipment are tested for impairment, if there is an indication of impairment. Impairment losses are reversed if the higher of the estimated value in use and fair value less costs of disposal again exceed the carrying amount of an asset or a cash-generating unit. Lease contracts are classified as operating or finance leases at the inception of the lease. Once determined, the classification is not subsequently reassessed unless there are changes to the contractual terms. Contracts which transfer all significant risks and benefits associated with the underlying asset to the lessee are classified as finance leases. Loans and receivables are initially recognised at fair value, plus any direct transaction costs and subsequently measured at amortised cost using the effective interest method. Write-down is made for anticipated losses based on specific individual or group assessments when objective evidence of impairment exist. Prepayments comprise capitalised mobilisation and start-up costs, prepaid costs and other consumables. Equity includes total comprehensive income for the year comprising the profit/loss for the year and other comprehensive income. Reserve for hedges includes the accumulated fair value of derivatives qualifying for cash flow hedge accounting, net of tax. Equity settled performance shares, restricted shares and share options allocated to the executive employees of Maersk Drilling as part of A.P. Moller—Maersk’s long-term incentive programme are recognised as staff costs over the vesting period at estimated fair value at the grant date and a corresponding adjustment in equity.

F-35 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) At the end of each reporting period, Maersk Drilling revises its estimates of the number of awards that are expected to vest based on the non-market vesting conditions and service conditions. Any impact of the revision is recognised in the income statement with a corresponding adjustment to equity. Maersk Drilling settles the grants with A.P. Moller—Maersk based on the value of the grants. Provisions are recognised when Maersk Drilling has a present legal or constructive obligation from past events. The item includes, among other, provisions for legal disputes, disputes over indirect taxes or duties and restructuring provisions. Provisions are recognised based on best estimates and are discounted where the time element is significant and where the time of settlement is reasonably determinable. Deferred tax is calculated on temporary differences between the carrying amounts and tax bases of assets and liabilities. Deferred tax is not recognised for differences on the initial recognition of assets or liabilities where at the time of the transaction neither accounting nor taxable profit/loss is affected, unless the differences arise in a business combination. In addition, no deferred tax is recognised for undistributed earnings in subsidiaries, when Maersk Drilling controls the timing of dividends, and no taxable dividends are currently expected. A deferred tax asset is recognised to the extent that it is probable that it can be utilised within a foreseeable future. Financial liabilities are initially recognised at fair value less transaction costs. Subsequently, the financial liabilities are measured at amortised cost using the effective interest method, whereby transaction costs and any premium or discount are recognised as financial expenses over the term of the liabilities. Deferred income comprises of payments received from the customers, where recognition of revenue has been deferred, cf. accounting policy for revenue.

Derivative financial instruments Derivative financial instruments are recognised on the trading date and measured at fair value using generally acknowledged valuation techniques based on relevant observable swap curves and exchange rates. The effective portion of changes in the value of derivative financial instruments designated to hedge highly probable future transactions is recognised in other comprehensive income until the hedged transactions are realised. At that time, the cumulated gains/losses are transferred to the items under which the hedged transactions are recognised. The ineffective portion of hedge transactions and changes in the fair values of derivative financial instruments, which do not qualify for hedge accounting, are recognised in the income statement as financial income or expenses for currency based instruments.

Cash flow statement Cash flow from operating activities includes all cash transactions other than cash flows arisen from investments and divestments, principal payments of loans, instalments on finance lease liabilities and equity transactions. Capitalisation of borrowing costs are considered as non-cash items, and the actual payments of those are included in cash flow from financing activities.

5.3 Significant accounting estimates and judgements The preparation of these consolidated financial statements requires management, on an ongoing basis, to make judgements and estimates and form assumptions that affect the reported amounts. Management forms its judgements and estimates on historical experience, independent advisors and external data points as well as in-house specialists and on other factors believed to be reasonable under the circumstances. In certain areas, the outcome of business plans, including ongoing negotiations with external parties to execute those plans or to settle claims that are raised against Maersk Drilling, is highly uncertain. Therefore, assumptions may change or the outcome may differ in the coming years, which could require a material upward or downward adjustment to the carrying amounts of assets and liabilities. This note includes the areas, in which Maersk Drilling is particularly exposed to a material adjustment of the carrying amounts as at the end of 2018.

F-36 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) Aspects of uncertainty In its assumption setting, management deals with uncertainty in different aspects. One aspect of uncertainty is whether an asset or liability exists where the assessment is basis for recognition or de-recognition decisions, including assessment of control. Another aspect is the measurement uncertainty, where management makes assumptions about the value of the assets and liabilities that are deemed to exist. These assumptions concern the timing and amount of future cash flows and the risks inherent in these.

Supply/demand for drilling rigs Maersk Drilling is impacted by the demand for rigs as the oil companies may cancel or defer projects and exert pressure for lower rates, more contract flexibility and low cost solutions when oil prices are low. Hence, the future long-term development in the oil price is (indirectly) impacting accounting estimates for Maersk Drilling through the demand for drilling rigs.

Property, plant and equipment Property, plant and equipment are depreciated over their useful economic lives. Management assesses impairment indicators across this asset base. Judgement is applied in the definition of cash generating units and in the selection of methodologies and assumptions for impairment tests. Maersk Drilling considers rigs with similar functionality and operating environment as cash generating units due to largely interdependent cash flows. Projected cash flow models are used when fair value is not obtainable or when fair value is deemed lower than value in use. External data is used to the extent possible and centralised processes, involving corporate functions, ensure that indexes or data sources are selected consistently observing differences in risks and other circumstances. Current market values for rigs are estimated using acknowledged brokers, but may be impacted by distress in the market.

Impairment considerations Following the decline in the oil price from mid-2014, oil companies dramatically reduced their exploration and development activities adversely impacting offshore drilling activities. In addition, a decline in the breakeven price for shale oil production made this the lowest cost option for new oil production. In 2018, free cash flow generation by the oil and gas companies increased compared to 2017, as a result of the higher average oil prices in 2018. Oil and gas operators continued to optimise their business models and structurally reduce offshore project costs through project optimisation, standardisation, digitisation, simplification, and service deflation. As a result of the structural approach to reducing offshore project costs, offshore project economics have improved significantly both in absolute terms as well as relative to other sources, including unconventional sources (shale oil). Consequently, offshore rig utilisation levels have been positively impacted by these demand- and supply-side factors. Supply/demand imbalance in the offshore rig market along with any uncertainty in regards to the future oil price projections driving demand were the key drivers for the impairment losses in Maersk Drilling in 2016 and 2017. Based on the challenging market conditions impairment losses of USD 1.8bn and USD 1.5bn were recognised by Maersk Drilling in 2017 and 2016, respectively. Operator demand for offshore drilling rigs rose during 2018, with demand for jack-up rigs growing slightly higher than the demand for floaters. Contractors continued to reduce offshore drilling rig supply, as 37 jack-ups and 20 floaters were scrapped during the year. Leading indicators continued to provide support for future drilling activity, as increased tendering activity translated into more awarded contracts throughout the year. Contracting activity also exhibited an element of direct awards, where operators, either through alliances or directly with selected drilling contractors, bypassed the tendering process. These factors have led to a change in management’s expectations of the longer term prospects for the offshore drilling business, which is now more positive. The day rates in the medium term are expected to moderately increase compared to the all-time low rates but not to the same level as before the decrease in the oil price in 2014. In line with analysts in the market, management expects a gradual move towards more economically sustainable rates in the long-term. The fair value estimates using the market approach are highly uncertain due to the character of the assets and few transactions. The value in use calculations for the individual cash generating units are sensitive to

F-37 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) the day rates and to the risks of idle periods in the forecasts. In addition, the discount rate, growth rate and EBITDA margin after the budget period are critical variables. Refer to note 2.3 for information about impairment losses, recoverable amounts and discount rates and sensitivity disclosures.

Depreciation and residual values Useful lives are estimated based on past experience. Management decides from time to time to revise the estimates for individual assets or groups of assets with similar characteristics due to factors such as quality of maintenance and repair, technical development and environmental requirements. Refer to note 5.2 for the useful lives typically used for new assets. Residual values are difficult to estimate given the long lives of rigs, the uncertainty as to future economic conditions and the future price of steel, which are considered as the main determinant of the residual price. The long-term view is prioritised in order to disregard, to the extent possible, temporary market fluctuations which may be significant.

Legal disputes, uncertain tax positions, etc. Management’s estimate of the provisions in connection with legal disputes, including disputes on taxes and duties, is based on the knowledge available on the actual substance of the cases and a legal assessment of these. The resolution of legal disputes, through either negotiations or litigation, can take several years to complete and the outcome is subject to considerable uncertainty. Maersk Drilling is engaged in a limited number of disputes with tax authorities of various scope. In evaluating the accounting impact of uncertain tax positions, Maersk Drilling applies a two stage test in accordance with IAS 12 and IFRIC 23. If it is probable (i.e. a probability of more than 50%) that a tax authority will accept a particular uncertain tax position, then the tax position reported in these consolidated financial statements are consistent with what is or will be used in the tax returns of the entity and no further liability is recognised. However, if it is not probable that a tax authority will accept a particular uncertain tax position then the income tax accounting is adjusted generally by recognising an additional liability. The adjustment could also be a decrease in tax receivables or an adjustment to deferred tax balances depending on the tax position. The uncertain tax position is measured using either the most likely amount or the expected value, depending on which is thought to give a better prediction of the resolution of each uncertain tax position. The classification as deferred or current tax is often encumbered with uncertainty due to the nature of these disputes and effects within joint taxation including calculated interest, and final assessments could impact the classifications and estimates of the disputes.

Deferred tax assets Judgement has been applied in the measurement of deferred tax assets with respect to Maersk Drilling’s ability to utilise the assets. Management considers the likelihood of utilisation based on the latest business plans and recent financial performances of the individual entities.

Leasing Judgement is applied in the classification of lease as operating or finance lease when the Group is a lessor. Maersk Drilling enters into a substantial amount of customer contracts, which are combined lease and service contracts like time charter agreements typically on a day rate basis. Management applies a formalised process for classification and estimation of present values for finance leases with use of specialised staff in corporate functions. Maersk Drilling has no material finance leases.

F-38 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Company Overview Maersk Drilling comprises the companies listed below.

Group Companies Country of incorporation Ownership share

Maersk Drilling A/S ...... Denmark 100%

Maersk Drilling Services A/S ...... Denmark 100%

Maersk Drilling UK Limited ...... UK 100%

Maersk Drilling (UAE) FZE (in voluntary liquidation) ...... United Arab Emirates 100%

Maersk Drilling International A/S ...... Denmark 100%

Maersk Offshore Crew Management (Guernsey) Ltd ...... Guernsey 100%

Maersk Drilling Deepwater A/S ...... Denmark 100%

Maersk Drilling Services LLC ...... Azerbaijan 100%

Maersk Drilling Labuan Ltd ...... Malaysia 100%

Maersk Inspirer Operations AS ...... Norway 100%

Maersk Reacher Operations AS ...... Norway 100%

Maersk Intrepid Operaitons AS ...... Norway 100%

Maersk Integrator Operations AS ...... Norway 100%

Maersk Drilling Norge AS ...... Norway 100%

Maersk Invincible Norge A/S ...... Denmark 100%

Maersk Intrepid Norge A/S ...... Denmark 100%

Maersk Interceptor Norge A/S ...... Denmark 100%

Maersk Integrator Norge A/S ...... Denmark 100%

Maersk Innovator Norge A/S ...... Denmark 100%

Maersk Inspirer Norge A/S (in voluntary liquidation) ...... Denmark 100%

Maersk Reacher Norge A/S (in voluntary liquidation) ...... Denmark 100%

Maersk Gallant Norge A/S (in voluntary liquidation) ...... Denmark 100%

Maersk Drilling DS A/S ...... Denmark 100%

Maersk Drilling Americas A/S ...... Denmark 100%

Maersk Drilling USA Inc ...... USA 100%

Maersk Developer LLC ...... USA 100%

F-39 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Group Companies Country of incorporation Ownership share

Maersk Viking LLC ...... USA 100%

Maersk Valiant LLC ...... USA 100%

Maersk Drilling Brasil Servicos de Perfuracao Maritmos Ltda . . . . Brazil 100%

Maersk Drilling Mexico S.A. de C.V ...... Mexico 100%

Maersk Drilling Services S.A. de C.V ...... Mexico 100%

Maersk Drilling Australia Pty Ltd ...... Australia 100%

Maersk Drilling Holdings Singapore Pte Ltd ...... Singapore 100%

Maersk Highlander UK Ltd ...... UK 100%

Maersk Drillship I Singapore Pte. Ltd ...... Singapore 100%

Maersk Drillship II Singapore Pte. Ltd ...... Singapore 100%

Maersk Drillship III Singapore Pte. Ltd ...... Singapore 100%

Maersk Drillship IV Singapore Pte. Ltd ...... Singapore 100%

Maersk Drilling Nigeria Holdings Pte. Ltd ...... Singapore 100%

Maersk Drilling Nigeria Operations Limited (in voluntary liquidation) . Nigeria 100%

Maersk Drilling Services Singapore Pte. Ltd ...... Singapore 100%

Maersk Drilling Deepwater Egypt LLC ...... Egypt 100%

Maersk Drilling North Sea A/S ...... Denmark 100%

Maersk Drilling Abu Dhabi Ltd. (W.L.L.) (in voluntary liquidation)(1) . Abu Dhabi 33%

Maersk Drilling HBA Lda(1) ...... Angola 49%

Maersk Contractors Qatar W.L.L. (in voluntary liquidation)(1) . . . . Qatar 49%

Maersk Drilling Malaysia SDN(1) ...... Malaysia 49%

Maersk Rigworld Ghana Limited(1) ...... Ghana 65%

Maersk Drilling Nigeria JVCO Limited (in voluntary liquidation)(1) . . Nigeria 49%

Maersk Decom A/S(2) ...... Denmark 50%

PMD Viking Ghana Ltd(2) ...... UK 50%

(1) Certain entities in which Maersk Drilling has an ownership share of less than 100% but holds the full right to govern and receive dividends through shareholder agreements, etc., are considered subsidiaries and consolidated without any non-controlling interest. (2) Joint Venture

F-40 Appendix A—Articles of Association of ListCo Articles of Association The Drilling Company of 1972 A/S

1. Name and objects 1.1 The Company’s name is The Drilling Company of 1972 A/S. 1.2 The object of the Company is, directly or indirectly, to carry on business within the offshore drilling services industry. In addition, the Company may, directly or indirectly, carry on commercial activities and any other activities related thereto, including through investments or holdings in other companies.

2. Share capital and shares 2.1 The Company’s nominal share capital is DKK [ ● ], divided into shares of DKK 10 each or multiples thereof. 2.2 The share capital has been fully paid up. 2.3 The shares shall be issued in the name of the holder and shall be recorded in the name of the holder in the Company’s register of shareholders. 2.4 The register of shareholders is kept by Computershare A/S, CVR no. 27 08 88 99. 2.5 The shares are negotiable instruments. No restrictions shall apply to the transferability of the shares. 2.6 No shares shall carry special rights. 2.7 No shareholder shall be under an obligation to have his/her shares redeemed in full or in part by the Company or by any third party. 2.8 The shares are registered with and issued in dematerialised form through VP SECURITIES A/S, CVR no. 21 59 93 36. Dividend is paid out through VP SECURITIES A/S. Rights concerning the shares shall be notified to VP SECURITIES A/S in accordance with applicable rules.

3. Increase of share capital 3.1 In the period until 1 April 2024, the Board of Directors is authorised to increase the Company’s share capital in one or more issues of new shares without pre-emption rights for the Company’s existing shareholders by up to a nominal amount of DKK 20,816,000. The capital increase shall take place at or above market price and may be effected by cash payment, conversion of debt or by contribution of assets other than cash. 3.2 In the period until 1 April 2024, the Board of Directors is authorised to increase the Company’s share capital in one or more issues of new shares without pre-emption rights for the Company’s existing shareholders by up to a nominal amount of DKK 12,490,000 in connection with the issue of new shares to executives and/or employees of the Company and/or of the Company’s subsidiaries. The capital increase shall take place by cash payment at a subscription price to be determined by the Board of Directors, which may be below market price. 3.3 New shares issued pursuant to Articles 3.1 and 3.2 shall be paid in full, shall be issued in the name of the holder, shall be recorded in the name of the holder in the Company’s register of shareholders, shall be negotiable instruments and shall in every respect carry the same rights as the existing shares. The Board of Directors is authorised to lay down the terms and conditions for capital increases pursuant to the above authorisations and to make any such amendments to the Company’s Articles of Association as may be required as a result of the Board of Directors’ exercise of said authorisations.

4. General meeting, venue and notice 4.1 The general meetings of the Company shall be held in the Capital Region of Denmark. 4.2 The annual general meeting of the Company shall be held before the end of April. The Company shall no later than eight weeks before the contemplated date of the annual general meeting publish the date of the general meeting and the deadline for submitting requests for specific proposals to be included on the agenda.

A-1 4.3 Extraordinary general meetings shall be held when determined by the Board of Directors or requested by the Company’s auditor. Furthermore, an extraordinary general meeting shall be held when requested by shareholders possessing no less than five per cent of the share capital. Such request shall be submitted in writing to the Board of Directors and be accompanied by a specific proposal for the business to be transacted. The Board of Directors convenes an extraordinary general meeting no later than two weeks after such request has been made. 4.4 General meetings shall be convened by the Board of Directors with at least three weeks’ and not more than five weeks’ notice. The notice shall be published on the Company’s website. Furthermore, a notice of the general meeting shall be sent to all shareholders recorded in the Company’s register of shareholders who have so requested. 4.5 For a period of at least three weeks prior to the general meeting, including the date of the general meeting, the following information shall be available on the Company’s website: a. The notice convening the general meeting b. The aggregate number of shares and voting rights as at the date of the notice c. The documents to be presented at the general meeting d. The agenda and the complete proposals as well as, for annual general meetings, the audited annual report e. The forms to be used for voting by proxy or by postal vote 4.6 General meetings shall be held in English. The Board of Directors may decide to offer simultaneous interpretation into Danish. Documents prepared in connection with or following a general meeting shall be in English and, if decided by the Board of Directors or required by applicable law, in Danish. 4.7 The general meeting shall be presided over by a chairman elected by the Board of Directors.

5. Agenda for the annual general meeting 5.1 The agenda for the annual general meeting shall include the following: a. The Board of Directors’ report on the Company’s activities in the past financial year b. Presentation and adoption of the annual report c. Distribution of profit or covering of loss according to the adopted annual report d. Resolution to grant discharge of liability to the Board of Directors and the Executive Management e. Approval of remuneration of the Board of Directors for the current financial year f. Election of Chairman of the Board of Directors g. Election of other members to the Board of Directors h. Election of auditor i. Authorisation to acquire treasury shares, if relevant j. Any proposals from the Board of Directors or shareholders k. Any other business 5.2 Any shareholder shall be entitled to have a specific matter considered at the annual general meeting. Any request must be submitted in writing to the Board of Directors not later than six weeks prior to the annual general meeting.

6. Shareholders’ attendance and voting rights at the general meeting 6.1 The right of a shareholder to attend and vote at a general meeting is determined by the shares held by the shareholder at the record date. The record date is one week prior to the general meeting. 6.2 A shareholder who is entitled to attend the general meeting pursuant to Article 6.1 and who wants to attend the general meeting shall notify the Company of its attendance not later than three days prior to the date of the general meeting.

A-2 6.3 A shareholder may attend in person or by proxy, and the shareholder or the proxy may attend together with an adviser. 6.4 The right to vote may be exercised by a written and dated instrument of proxy in accordance with applicable law. 6.5 A shareholder who is entitled to participate in the general meeting pursuant to Article 6.1 may vote by postal vote in accordance with the provisions of the Danish Companies Act. Such postal votes shall be received by the Company not later than the business day before the general meeting. Postal votes cannot be withdrawn. 6.6 Each share of the nominal value of DKK 10 shall carry one vote.

7. Resolutions at general meetings 7.1 Resolutions by the general meeting shall be passed by a simple majority of votes cast unless otherwise prescribed by law or by these Articles of Association.

8. Board of Directors 8.1 The Board of Directors consists of not less than four and not more than eight members elected by the general meeting for a term of one year. Re-election of board members may take place. 8.2 The general meeting shall elect a Chairman. The Board of Directors shall elect a Vice Chairman among its members. If the Chairman of the Board of Directors resigns during a term of election, the Vice Chairman shall take up the position as Chairman and the Board of Directors shall elect a new Vice Chairman among its members until the next general meeting. 8.3 The Company has established a voluntary arrangement for employee representation at group level on the Board of Directors of the Company. The voluntary arrangement shall continue to apply unless it lapses under the rules of the executive order on employee representation in force from time to time. This provision shall automatically lapse if the voluntary arrangement for employee representation lapses and can be deleted from the Articles of Association by the Board of Directors. 8.4 Resolutions of the Board of Directors are passed by simple majority. In the event of an equality of votes, the Chairman shall have a casting vote, or—in the Chairman’s absence—the Vice Chairman shall have the casting vote. 8.5 The Board of Directors forms a quorum when more than half of its members are represented, including the Chairman or the Vice Chairman. 8.6 The Board of Directors is authorised to pass one or more resolutions to distribute interim dividends.

9. Executive Management 9.1 The Board of Directors appoints an Executive Management consisting of one to three members to be in charge of the day-to-day management of the Company.

10. Rules of signature 10.1 The Company shall be bound (i) by the joint signatures of the Chairman and the Vice Chairman, (ii) by the joint signatures of the Chairman and a member of the Executive Management, (iii) by the joint signatures of the Vice Chairman and a member of the Executive Management, (iv) by the joint signatures of two members of the Executive Management, or (v) by the entire Board of Directors.

11. Overall guidelines on incentive pay 11.1 A remuneration policy, which includes overall guidelines on incentive pay for the Board of Directors and Executive Management, has been adopted and is available on the Company’s website.

12. Electronic communication 12.1 All communication from the Company to the individual shareholders, including notices convening general meetings, may take place electronically by posting on the Company’s website or by email. General notices shall be published on the Company’s website and in such other manner as may be

A-3 prescribed by applicable law. The Company may as an alternative choose to send notices, etc. by ordinary post. 12.2 Communication from a shareholder to the Company may take place by email or by ordinary post. 12.3 Each shareholder is responsible for ensuring that the Company has the correct email address at all times. The Company is not obliged to verify such contact information or to send notices in any other way. 12.4 The Company’s website contains information about system requirements and electronic communication procedures. 12.5 Company announcements shall be prepared in English and, if decided by the Board of Directors, in Danish.

13. Annual report 13.1 The Company’s annual accounts shall be audited by a state-authorised public accountant elected by the general meeting for a one-year term. Re-election may take place to the extent permitted under applicable law. 13.2 Annual reports shall be prepared in English.

14. Financial year 14.1 The Company’s financial year is the calendar year.

A-4 Maersk Drilling Holding A/S Lyngby Hovedgade 85 DK-2800 Kgs. Lyngby Denmark

MANAGERS

BNP PARIBAS Danske Bank A/S 16, boulevard des Italiens Holmens Kanal 2-12 75009 Paris DK-1092 Copenhagen K France Denmark

DNB Markets, ING Bank N.V. Nordea Danmark, a part of DNB Bank ASA Amsterdamse Poort Filial af Nordea Bank Abp, Finland Dronning Eufemias gate 30 Bijlmerplein 888 Grønjordsvej 10 N-0191 Oslo 1102 MG Amsterdam DK-2300 Copenhagen S Norway The Netherlands Denmark

LEGAL ADVISORS To the Maersk Drilling Group:

As to Danish Law As to United States Law Gorrissen Federspiel Private Limited Partnership Davis Polk & Wardwell London LLP Axel Towers, Axeltorv 2 5 Aldermanbury Square DK-1609 Copenhagen V London EC2V 7HR Denmark United Kingdom

To the Managers:

As to Danish Law As to United States Law Bech-Bruun Law Firm Private Limited Partnership Latham & Watkins (London) LLP Langelinie Allé 35 99 Bishopsgate DK-2100 Copenhagen Ø London EC2M 3XF Denmark United Kingdom

AUDITORS PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Strandvejen 44 DK-2900 Hellerup Denmark Toppan Merrill, London 19-4964-1