Pursuant to section 207L of the Companies Act 1993, the Registrar of Companies gives the following notice (to which is appended a statement of reasons of the Registrar).

Notice

1. Title – This notice is the Companies Act 1993 (MAERSK A/S) Exemption Notice 2022.

2. Commencement – This notice comes into force on the date of its notification in the New Zealand Gazette.

3. Expiry – This notice expires on the close of 31 July 2026.

4. Application – An exemption granted by this notice applies to the 2022 to 2026 accounting periods of Maersk A/S.

5. Interpretation – In this notice, unless the context otherwise requires:

Act means the Companies Act 1993

group financial statements of Maersk A/S means financial statements for the group of companies that comprises Maersk A/S and its subsidiaries

group financial statements of the parent company means financial statements for the group of companies that comprises A.P. Moller – Maersk and its subsidiaries

NZ GAAP means New Zealand’s generally accepted accounting practice

parent company means A.P. Moller – Maersk

specified financial statements means consolidated, group financial statements of Maersk A/S that:

1. are unaudited; and
2. comply with Danish GAAP; and
3. comprise a complete set of financial statements as defined by NZ IAS 1 paragraph 10

Danish GAAP means generally accepted accounting principles in Denmark

6. Exemption for Maersk A/S – Maersk A/S is exempt from the following provisions of the Act–

1. section 202 of the Act to the extent that it requires the group financial statements of Maersk A/S to comply with NZ GAAP; and
2. section 207 of the Act to the extent that it requires the group financial statements prepared in respect of Maersk A/S under section 202 of the Act to be audited.

7. Conditions – The exemption in clause 6 only applies to Maersk A/S for an accounting period if the following conditions are met in respect of that accounting period:

1. the directors of Maersk A/S ensure that the following documents are delivered to the Registrar for registration within 5 months after Maersk A/S balance date:
1. the specified financial statements; and
2. the reports by the auditor of A.P. Moller – Maersk confirming that the specified financial statements have been subjected to audit procedures performed in conjunction with the audit of A.P. Moller – Maersk’s group financial statements, which has been conducted in accordance with auditing and assurance standards that are in force in Denmark that comply with GAAP; and
3. a memorandum dated and signed by two directors of Maersk A/S stating that the specified financial statements:
1. are unaudited; and
2. comply with Danish GAAP; and
3. comprise a complete set of financial statements as defined by NZ IAS 1 paragraph 10; and
4. the audited, Danish GAAP compliant, consolidated financial statements that are required to be prepared in respect of A.P. Moller – Maersk in accordance with the laws of Denmark; and
5. a copy of the audited financial statements for the New Zealand business of Maersk A/S that comply with NZ GAAP.
2. the directors of Maersk A/S notify the Registrar, as soon as practicable, if the financial reporting requirements in relation to Maersk A/S in Denmark change in a way that is relevant to the exemption provided by this notice.

Dated at Auckland this 11th day of November 2022.

SHEREE MCDONALD, Deputy Registrar of Companies.

Statement of Reasons

This notice, which comes into force on 11 November 2022 and expires on 31 July 2026, exempts Maersk A/S (“company”), a company incorporated in Denmark, from certain financial reporting requirements of the Companies Act 1993 (“Act”).

The effect of the exemption is to exempt the company from the requirement for its group financial statements to be audited or to comply with New Zealand’s generally accepted accounting practice (NZ GAAP).

The exemption will only apply to the company for an accounting period if the company delivers the documents specified in clause 7 to the Registrar for registration in respect of that accounting period.

If the conditions are not met, the exemption will not apply, and the company will be required to file financial statements that comply with all the provisions of the Act.

Appropriate to Grant Exemption

The Registrar considers that it is appropriate to grant the exemption because:

1. the Registrar is satisfied that-
1. compliance with the relevant provision would require the company to comply with requirements that are unduly onerous or burdensome; and
2. financial reporting requirements must be complied with in relation to the company under the law in force in the country where the company is incorporated or constituted, and those requirements are satisfactory; and
3. the extent of the exemption is not broader than what is reasonably necessary to address the matters that gave rise to the exemption.
2. the Registrar has weighed the costs against the benefits of compliance;
3. the Registrar has had regard to the financial reporting requirements that must be complied with by the company in its home jurisdiction under which it is not required to prepare group financial statements;
4. the company will still be required to file:
1. its unaudited consolidated financial statements prepared in accordance with Danish GAAP; and
2. the audited, Danish GAAP compliant, group financial statements that its parent is required to prepare under the law in Denmark; and
3. audited, NZ GAAP compliant financial statements for its New Zealand business, prepared as if that business was conducted by a company formed and registered in New Zealand.
5. the Registrar is satisfied that the financial statements required to be filed under the terms of the exemption provide sufficient information to avoid any detriment to members of the public who have dealings with the company.

Date of notification in the New Zealand Gazette: 16 November 2022.

This notice is administered by the Registrar of Companies.