Invitation 2014 5b cerpt from the annual report including compari- Approval of the remuneration of son of figures for the past five years including the Supervisory Board for 2014 the income statement and the balance sheet The Supervisory Board proposes that the remu- with notes and statement of changes in equity. neration of the Supervisory Board be as follows: In addition, the comparison of figures from the • Ordinary members of the Supervisory Board past five years must include information about shall be paid a base fee of DKK 400,000 (as the company’s equity value, the company’s in 2013). share capital, the nominal value of the shares, • The Chairman shall receive a total fee of the number of shares, the interest-bearing debt of A/S three and a half times the base fee and shall with a due date more than one year away, the not receive any further remuneration. number of treasury shares and the number of • The Deputy Chairman shall receive one and awarded share options, warrants and similar in a half times the base fee (as in 2013). the current year as well as their increase in value The Supervisory Board is pleased to invite you to the Annual • The members of board committees shall re- per year compared to the grant price at the time General Meeting Thursday 20 March 2014 at 4.30pm CET ceive a fee per committee of 38% of the base of the financial statement. fee. The Chairman of the Audit Committee at TAP1, 91, DK-1799 shall receive a fee of 75% of the base fee and The Supervisory Board does not endorse the the Chairman of the Remuneration Committee proposal. The Company’s website contains and the Chairman of the Nomination Commit- information which supplements the annual tee, respectively, shall receive a fee of 50% of report. the base fee (as in 2013). ii) Proposal that company announcements 5c including annual reports and quarterly state- AGENDA Proposal for distribution of the profit for Proposal from the Supervisory ments at all times be available in Danish on 4. the year, including declaration of dividends Board to acquire treasury shares the Company’s website for at least five years. The Supervisory Board requests the Annual The Supervisory Board proposes a dividend of General Meeting to authorise that the Com- The Supervisory Board does not endorse the pro- The Supervisory Board proposes that DKK 8.00 per share. pany may acquire treasury shares in the period posal. Company announcements are available on 1. the annual reports of the Company be up until 19 March 2019. Such shares may only the Company’s website for at least 5 years and, prepared in English only be acquired to the extent that the Company’s for the time being, in both Danish and English but Proposals from the Supervisory total holding of treasury shares does not at the Supervisory Board has proposed that annual The proposal entails that the 5. Board or the shareholders any time exceed a nominal value of 10% of the reports and quarterly statements be prepared in Report 2013 and future annual reports as well share capital. The price of the acquired treasury English in the future, see agenda item 1. as quarterly statements will be prepared in Eng- 5a shares must be the price quoted on NASDAQ lish only and that the below resolution on this Approval of the Remuneration Policy OMX Copenhagen A/S at the time of the acqui- iii) Proposal that the annual reports and will be inserted as Article 2(2) in the Company’s for the Supervisory Board and the sition with a deviation of up to 10%. quarterly statements be accessible on the Articles of Association: Executive Board of Carlsberg A/S Company’s website with maximum 2-3 links (see the attached exhibit) 5d from the front page and that the links are in “The Company’s annual report is prepared in Eng- The Supervisory Board proposes that the An- Proposals from shareholder Danish and easily accessible. lish. The Supervisory Board may decide that the nual General Meeting approve the attached Kjeld Beyer annual report is also prepared in Danish.” proposal regarding the Remuneration Policy Proposals are made on the reasoning that the The Supervisory Board does not endorse the for the Supervisory Board and the Executive Danish Companies Act does not adequately proposal. However, the Company at all times Board of Carlsberg A/S, including general accommodate all shareholders in the need for seeks to make sure that financial information Report on the activities of guidelines for incentive programmes for the information prior to an Annual General Meeting: is easily accessible on its website. 2. the Company in the past year Executive Board. The proposal for a change in the remuneration policy only relates to the i) Supplementary financial information to be iv) Proposal that refreshments in connection fee of the Chairman of the Supervisory Board attached to the notice convening the Annual with the Annual General Meeting match the Presentation of the audited Annual as it is proposed that the Chairman receive a General Meeting. outlook for the coming year. 3. Report for approval and resolution total fee of three and a half times the base fee to discharge the Supervisory Board and the of the board members and receive no further proposal that the notice convening the Annual The Supervisory Board does not endorse the Executive Board from their obligations remuneration for e.g. any committee work. General Meeting be supplemented by an ex- proposal.

Annual General Meeting 20 March 2014 To the shareholders of Carlsberg A/S 2

RAHBEKS ALLÉ

Election of members to the Supervisory Board Approval requirements 6. Approval, adoption and election in accordance with the Access: The doors to TAP1 open at 3.45pm CET and the General Meeting KAMMAS items on the agenda take place by simple majority. HAVE begins at 4.30pm CET. After the General PILE ALLÉ Pursuant to article 27(3) of the Articles of As- According to section 100a of the Danish Companies Meeting, beer and soft drinks will be sociation, the board members elected by the Act, the inclusion of the decision of the Annual General served from the bars which will be open NY CARLSBERG General Meeting are elected for one year at a Meeting as to agenda item 1 in the Company’s Articles BRYGHUS until approximately 6.30pm CET. LANGGADE time. Per Øhrgaard is not eligible for re-elec- of Association does not require separate approval. tion due to the age limit in article 27(4) of the Parking: If you arrive by car, free NY CARLSBERG VEJ Registration date, right to participate parking from 2-7.30pm CET is available CARL OTTILIA JACOBSENS Articles of Association. JACOBSENS PLADS HAVE PASTEURSVEJ and right to vote across from TAP1 on Ny Carlsberg Vej PLADS only. If you choose to park anywhere else BRYGGERNES A shareholder’s right to participate in and vote at GAMLE CARLSBERG VEJ The Supervisory Board proposes re-election of in the area please note that you will have the Annual General Meeting is determined on the the following Board members: to pay a parking fee. TAP 1 basis of the shares owned on the registration date, PASTEURSVEJ i.e. Thursday 13 March 2014, cf. Article 20(1) of the Flemming Besenbacher, Jess Søderberg, Lars TAP E / Articles of Association. DANSEHALLERNE Stemmerik, Richard Burrows, Cornelis (Kees) Job TAP 2

Entrance PASTEURSVEJ VESTERFÆLLEDVEJ van der Graaf, Donna Cordner, Elisabeth Fleuriot, Admission card Free parking 20 March 2-7.30pm CET

Søren-Peter Fuchs Olesen, and Nina Smith In order to attend the Annual General Meeting, the PASTEURSVEJ shareholder, proxy holder and any accompanying advi- J.C. JACOBSENS HAVE and election of: sor must have an admission card. Admission cards must group.com or www.uk.vp.dk/agm by use of Nem-ID 10 votes per DKK 10 share and B-sharesNY TAP shall carry be requested: or VP-ID; or by sending the proxy form available on one vote per DKK 10 share. NY TAP PLADS

SØNDER BOULEVARD Carl Bache www.carlsberggroup.com to VP Investor Services • Via VP Investor Services A/S’ website www.uk.vp.dk/ A/S, Weidekampsgade 14, P.O. Box 4040, DK-2300 Shareholders are welcome to send questions to agm, or Carlsberg A/S’ website www.carlsberggroup. Copenhagen S, by letter or by fax +45 4358 8867. the Company’s management prior to the Annual as new member of the Supervisory Board. com, or The proxy form must be duly signed and dated. General Meeting about the Annual Report 2013, the items on the agenda or the Company’s position in In its recommendation of the above candi- • By completing and forwarding the registration form • Postal votes must be received by VP Investor Ser- general. Such questions must be sent to Carlsberg A/S, dates, the Supervisory Board has considered available on www.carlsberggroup.com by letter to VP vices A/S no later than Wednesday 19 March 2014, Ny Carlsberg Vej 100, DK-1799 Copenhagen V, att.: the importance of each candidate’s specific Investor Services A/S, Weidekampsgade 14, P.O. Box and may be submitted either electronically via General Meeting or by e-mail to generalmeeting@ competencies and experience in light of the 4040, DK-2300 Copenhagen S, or by fax +45 4358 www.carlsberggroup.com or www.uk.vp.dk/agm carlsberg.com. Questions may be answered by making “Specification of Competencies required for the 8867. by use of Nem-ID or VP-ID; or by sending the postal the question and answer available on the Company’s Supervisory Board in Carlsberg A/S” as set out vote form available on www.carlsberggroup.com to website, www.carlsberggroup.com. Shareholders may The registration form must be received by VP Investor VP Investor Services A/S, Weidekampsgade 14, P.O. also ask questions to the Company’s management by the Board and available on the Company’s Services A/S no later than Monday 17 March 2014. Box 4040, DK-2300 Copenhagen S, by letter or by and auditor at the Annual General Meeting. website, www.carlsberggroup.com. fax +45 4358 8867. The postal vote form must be Shareholders must use the VP-ID or their CPR number duly signed and dated. No later than 26 February 2014, the following docu- Please find a description of the proposed can- (personal registration number) and postal code when ments will be available on the Company’s website didates and their executive functions/director- requesting an admission card. Admission cards are Proxy or postal vote may be submitted for shares www.carlsberggroup.com: ships on pages four and five. issued to anyone who pursuant to the shareholders’ reg- owned at the registration date (i.e. Thursday 13 ister is listed as shareholder on the registration date or March 2014). Ownership is determined in accord- 1. The notice convening the General Meeting from whom the Company on the registration date has ance with the registrations in the Company’s share 2. The documents to be submitted to Election received a request for entry in the shareholders’ register, register and requests for registration of ownership the General Meeting cf. Article 20(1) of the Company’s Articles of Association. received by the Company but not yet registered in 3. The agenda and the full text of 7. of auditor the share register, cf. Article 20(1) of the Company’s any proposals incl. exhibit for item 5a Proxy/Postal vote Articles of Association. 4. The Annual Report 2013 The Supervisory Board proposes that KPMG Shareholders may vote at the General Meeting by 5. The proxy and postal voting forms 2014 P/S (CVR.No. 25578198) be elected. granting proxy to the Supervisory Board or a named Shareholder information third party or by postal voting. The share capital of the Company amounts to DKK Dividends that have been declared at the General Meet- 3,051,136,120 divided into DKK 673,985,040 ordinary ing will be paid to the shareholders by Danske Bank A/S • Proxies must be received by VP Investor Services A/S shares named A-shares and DKK 2,377,151,080 prefer- to the shareholders’ custody accounts in their own banks Copenhagen, 26 February 2014 no later than Monday 17 March 2014, and may be ence shares named B-shares. Article 5 of the Articles of through which the financial rights may be exercised. submitted either electronically via www.carlsberg- Association determines that the A-shares shall carry The Supervisory Board of Carlsberg A/S

Annual General Meeting 20 March 2014 To the shareholders of Carlsberg A/S 3 1 Flemming 2 Jess Søderberg 1 3 Lars Stemmerik 4 Richard Burrows 1 Besenbacher Born 1944. Member of the Su- Born 1956. Professor, D.Sc. Mem- Born 1946. Member of the Supervi- Born 1952. Professor, D.Sc., h.c. pervisory Board of Carlsberg A/S ber of the Supervisory Board of sory Board of Carlsberg A/S since mult., FRSC. Member of the Super- since 2008 (Deputy Chairman Carlsberg A/S since 2010. Member 2009. Chairman of the Remunera- visory Board of Carlsberg A/S since since 2009). Chairman of the Audit of the Board of Directors of the tion Committee and member of Description of the candidates suggested 2005. Chairman of the Supervisory Committee and member of the Carlsberg Foundation and the the Audit Committee. Richard Bur- Board and the Nomination Commit- Nomination and Remuneration Board of Trustees of the Carls- rows has spent most of his career by the Supervisory Board (see item 6) tee since March 2012. Member of Committees. Former CEO of the berg Laboratory. Mr. Stemmerik in the drinks business. Mr. Burrows Audit and Remuneration Commit- A.P. Møller - Mærsk Group (1993- was Head of the Department of was joint CEO of Pernod Ricard tees 2012-2013. Member of the 2007) and before that CFO of the Geography and Geology at the from 2000 to 2005. He is Chair- Board of Directors of the Carlsberg same company from 1981. Member University of Copenhagen 2007- man of British American Tobacco Foundation (Chairman as of 1 Janu- of the Supervisory Board and the 2012. He is presently member of and of VoiceSage Ltd. Mr. Burrows ary 2012) and of the supervisory Finance and Audit Committees of the Academic Council at the Dan- is a non-executive Director of the boards of property companies affili- The Chubb Corporation, advisor to ish Academy of Technical Sciences. Board of Rentokil Initial plc. Mr. ated to the Carlsberg Foundation. Permira and member of Danske With this background, he has Burrows has extensive experience Mr. Besenbacher is Chairman of the Bank’s Advisory Board. Manag- substantial experience in managing of the branded consumer goods Board of Trustees of the Carlsberg ing Director of J.S. Invest ApS and knowledge organisations and par- sector and wide international busi- Laboratory and member of the one subsidiary. Mr. Søderberg has ticular expertise in the analysis of ness experience gained through his Boards of the Tuborg Foundation, broad international experience and complex issues and the presenta- career with Irish Distillers Group plc MedTech Innovation Center and extensive experience of finan- tion of plans and results. and Pernod Ricard. He has exten- Center LevOss as well as the Danish cial management and financial sive experience of shareholder and management development organi- reporting processes, performance investor relations and a broad un- sation CfL. Mr. Besenbacher was management, and stakeholder and derstanding of the assessment and Director of the Interdisciplinary Na- investor relations management mitigation of business risks. Mr. noscience Center (iNANO), Aarhus as a result of many years in the Burrows has worked extensively University from 2002 to 2012. He senior management of A.P. Møller with developing markets and prod- has extensive experience of manag- - Mærsk. He has wide experi- uct innovation and has substantial ing large knowledge-based organi- ence of growth markets and the experience of financial manage- sations and has strong competences identification and management of ment and reporting processes. relating to innovation, research, CSR business risks. and sustainable development. Mr. Besenbacher is Professor Honoris Causa at 10 international universities and has received a large number of international awards including the Friendship Award and The Chinese Government Highest Interna- tional Scientific and Technological Cooperation Award of the People’s Republic of China. Mr. Besenbacher was most recently appointed Acad- emician, i.e. member of The Chinese Academy of Sciences, which advises the Chinese government on major scientific decisions.

Annual General Meeting 20 March 2014 1 Regarded as independent board members. To the shareholders of Carlsberg A/S 4 5 Cornelis (Kees) Job 6 Donna Cordner 1 7 Elisabeth Fleuriot 1 8 Søren-Peter Fuchs 9 nina smith 10 Carl Bache 1 van der Graaf Born 1956. Member of the Supervi- Born 1956. Member of the Supervi- Olesen Born 1955. Professor, MSc Econ. Born 1953. Professor, Ph.D. & Born 1950. Member of the Super- sory Board of Carlsberg A/S since sory Board of Carlsberg A/S since Born 1955. Professor, D.M.Sc. Member of the Board of Direc- Dr.Phil. Member of the Board visory Board of Carlsberg A/S since 2012. Member of the Audit Com- 2012. Member of the Remunera- Member of the Supervisory Board tors of the Carlsberg Foundation, of Directors of the Carlsberg 2009. Member of the Nomination mittee from 1 January 2013. Ms. tion Committee from 1 January of Carlsberg A/S since 2012. Mem- member of the Supervisory Board Foundation. Carl Bache is affiliated and Remuneration Committees. Cordner is a member of the Advi- 2013. CEO of MW Brands since ber of the Board of Directors of of Nykredit Realkredit A/S and with the University of Southern Until May 2008, Mr. van der Graaf sory Board of Vosges Haut Choco- August 2013. Prior to this, Elisabeth the Carlsberg Foundation and the Nykredit Holding. Deputy Chair- , where he has specialized held the position of President lat, managing partner of OKM Fleuriot was Senior Vice President Board of Trustees of the Carlsberg man of the Supervisory Board of in English linguistics and commu- Europe on the Board of Unilever. Capital, a venture fund investing Emerging Markets and Vice Presi- Laboratory. Director of the Danish Foreningen Nykredit. Chairman of nication, and where he is currently He is Chairman of the Supervisory in disruptive medical technology, dent Kellogg Company. Member of National Research Foundation the Risk Committee and member Head of the Doctoral School of the Boards of Grandvision BV, MYLAPS and CEO of HelpAge USA, the US the board of Stora Enso Oyj as of Centre for Cardiac Arrhythmia at of the Audit Committee and Nomi- Humanities. In 1990, Carl Bache BV and the University of Twente affiliate of HelpAge International, 2013. Ms. Fleuriot has substantial University of Copenhagen and nation Committee of Nykredit founded the Institute of Language and member of the Supervisory an international NGO working to international branded consumer Copenhagen University Hospital Realkredit A/S. Chairman of KORA, and Communication - one of the Boards of ENPRO Industries, OCI address issues that affect older goods and management experi- since 2005. Mr. Olesen has been Danish Institute for Local and biggest institutes of its kind in NV, and Ben & Jerry’s. Until 1 July people worldwide. Non-executive ence through her career in man- involved in starting up and devel- Regional Government Research. Northern Europe. Mr. Bache has 2013, Mr. van der Graaf was also Director of Millicom International agement positions in the Kellogg oping several pharma and device Previously member or chairman of many years of senior leader- a member of the board of ANWB Cellular SA 2004-2013, where she Company (since 2001) and before companies as co-founder, CEO, Sci- the supervisory board of a number ship experience from positions as (the Royal Dutch Touring Club). was also a member of the Audit that in Yoplait (Sodiaal Group) and entific Director and board member. of private companies including the research coordinator, committee Between 2008 and 2011, Mr. van Committee and CSR Committee. the Danone Group. Ms. Fleuriot He is chairman of the evaluation PFA Pension and Nykredit Bank chairman, departmental head, der Graaf was an executive-in-resi- Ms. Cordner was formerly Manag- has extensive experience from committees for visiting scientists as well as chairman of NIRAS university senator and dean. For dence of the Lausanne-based IMD ing Director and Global Head of sales and marketing management, at the Danish Central Bank and and a number of Danish research a number of years, Mr. Bache has business school. He is the founder Telecommunications and Media product innovation and strategic the Nordea Foundation. He has institutes and organisations. She is been a member of Danish research of the FSHD Foundation. Mr. van Structured Finance at Citigroup and planning, and wide international substantial experience in managing member of the Danish Economic councils and committees, i.a. as a der Graaf has acquired extensive has also held senior management experience from developed and knowledge-based organisations, Council (Chairman 1995-1998). In member of the Board of the Dan- international management experi- positions at Société Générale and emerging markets. She has worked turning basic science into new addition to her expertise as a pro- ish Independent Research Council ence through his many years in ABN Amro Bank N.V. in the US and on business development, acquisi- products, innovation and plan- fessional board member in private and chairman of the Research management positions at Unilever. Europe. Ms. Cordner has been Chief tions and partnerships and has ning. Mr. Olesen has furthermore and public sector companies, Ms. Policies Committee of the Royal He has substantial experience of Executive Officer of HOFKAM Lim- an in-depth understanding of the worked extensively with funding Smith has substantial expertise Danish Academy of Sciences and growth markets and of manufactur- ited, the largest rural microfinance assessment and mitigation of busi- and investor relations and has wide in the analysis of economic and Letters. He is a member of the ing, logistics and sales & marketing company in Uganda. She has also ness risks. experience of CSR. organisational issues and extensive board of a publishing firm and of management. He has also worked held the positions of Executive Vice experience from managing large the Board of Trustees of the art extensively with performance President of Corporate Finance knowledge-based organisations. museum Ny Carlsberg Glyptotek management and sustainable and Treasury and Chief Economic in Copenhagen. In addition to his development. Officer for Russia at Tele2 AB. Ms. substantial management experi- Cordner has extensive international ence and his aptitude for analytical management experience, including and strategic thinking, he has a experience of growth markets. She highly developed intercultural un- has substantial experience of finan- derstanding from his international cial management and financial re- education and international work porting processes, stakeholder and experience. investor relations management and the assessment and mitigation of business risks. She has also worked extensively with performance management, CSR and sustainable development.

Annual General Meeting 20 March 2014 1 Regarded as independent board members. To the shareholders of Carlsberg A/S 5 The Supervisory Board of Carlsberg A/S is well as long-term goals, the Supervisory not included in the company’s incentive pro­ Board considers it appropriate that incentive grammes and does not receive a bonus on programmes exist for the Executive Board. the completion of a takeover bid. Such incentive programmes may comprise any form of variable remuneration, includ­ At each year’s AGM, the remuneration of ing share-based instruments such as shares, the Supervisory Board for the financial year share options, warrants and phantom shares in question shall be approved. The Super­ as well as non-share-based bonus agree­ visory Board evaluates its remuneration at ments – both on-going, one-off and event- Remuneration policy for the Supervisory Board and the least once a year on the basis of a recom­ based. Any specific incentive agreements Executive Board of Carlsberg A/S, including general guidelines mendation from the Remuneration Commit­ with members of the Executive Board will for incentive programmes for the Executive Board. tee. When making its recommendation, the be subject to these guidelines. Remuneration Committee takes into account relevant benchmarks for other Danish and Any decision to include a particular mem­ global companies. ber of the Executive Board in an incentive programme – and which agreement(s) to 3. General principles for the specifically conclude – will depend on whether 1. Preamble policy incl. guidelines replaces the most recent remuneration of the Executive the Supervisory Board considers it expedient This policy includes the general guidelines policy incl. guidelines which was approved at Board in order to encourage common goals for the concerning the remuneration of the Super­ the AGM in March 2013. In order to attract and retain managerial Executive Board and the shareholders and in visory Board and the Executive Board of expertise, the elements of the remuneration order to take into account the short- and long- Carlsberg A/S and the incentive programmes 2. General principles for the of the members of the Executive Board are term goals. In addition, the Executive Board’s for the Executive Board. “The Executive remuneration of the Supervisory determined on the basis of the work they do historical and expected performance, motiva­ Board” means the executives registered as Board and the value they create as well as of the tion and loyalty concerns and the general executives of the company with the Danish The remuneration of the Supervisory Board conditions in other Danish and global compa­ situation and development of the company Business Authority. consists of a fixed annual base fee. The nies. The remuneration of the Executive Board will also be taken into consideration. Chairman receives a single fee of three includes a fixed salary, an annual cash bonus, In accordance with Section 139 of the Danish and a half times the base fee and no addi­ long-term incentive awards and other usual General terms of annual bonus arrangements Companies Act, before a listed company en­ tional fee for committee work. The Deputy allowances. Each element of the remuneration Annual bonus arrangements are one-year bo­ ters into a specific incentive agreement with a Chairman receives one and a half times the has been weighted in order to ensure a con­ nus schemes which drive and reward delivery member of the company’s Supervisory Board base fee and in addition a fee if carrying tinuous positive development of the company of short-term business objectives. The annual or Executive Board, the Supervisory Board out committee work. A member of a Board both in the short and long-term. bonus payments are conditional upon compli­ must specify general guidelines for incentive Committee receives in addition to the fixed ance in full or in part with the terms and programmes for the company’s Supervisory annual base fee, an annual fee per com­ A. Fixed salary targets defined in the agreement. These may Board and Executive Board. mittee of 38% of the base fee. The Chair­ Fixed salary rewards the executives for their comprise personal targets linked to the perfor­ man of the Audit Committee receives an day-to-day job performance and ensures a mance of the executive in question, Carlsberg’s The guidelines must be considered and ap­ additional annual fee of 75% of the base balanced overall remuneration package. delivery of annual business results, the results proved at the company’s annual general fee and the Chairmen of other Committees of one or more business units under Carlsberg meeting (AGM). For a number of years, Carls­ receives an additional annual fee of 50% B. Variable incentive awards or the occurrence of a specific event. berg A/S has had incentive programmes for of the base fee. Carlsberg A/S pays travel In order to encourage common goals for i.a. the Executive Board of the company but and accommodation expenses in connection the Executive Board and the sharehold­ The annual bonus schemes for the Executive not for the Supervisory Board. This present with board meetings. ers of Carlsberg and to meet the short- as Board allow members to receive a bonus

Annual General Meeting 20 March 2014 Exhibit Agenda item 5A 1 per financial year of up to 100% of the instruments granted in a given financial year Other incentive arrangements that the AGM has adopted guidelines for the member’s fixed annual salary. Details of the may be up to 200% of the fixed annual The Company may also implement other incentive remuneration of the Executive Board. annual bonus plan are set out in Carlsberg’s salary of the individual member of the incentive arrangements, which may comprise annual report. Executive Board. a form of bonus scheme or a performance Following approval at Carlsberg’s AGM on 20 contract typically with a term of one or sev­ March 2014, the guidelines will immediately The Executive Board does not receive a bonus The estimated present value of the share- eral years and/or may be subject to a specific be published on Carlsberg’s website (www. on the completion of a takeover bid but its based incentive programmes which are subject event occurring in relation to Carlsberg and carlsberggroup.com). If at a later point in time terms of notice change. to these guidelines is calculated in accordance may also include retention bonus, loyalty bo­ the AGM adopts amendments to the guide­ with the International Financial Reporting nus or the like, however, always provided that lines, the revised guidelines will immediately General terms of long-term incentive Standards (IFRS). The executive shall not pay the aggregate value of an individual’s variable be published on Carlsberg’s website (www. arrangements for the award of a share-based instrument un­ pay for a financial year shall not exceed the carlsberggroup.com) indicating the date of Share-based long-term incentive arrange­ less the Supervisory Board specifically decides limits described above. amendment of the guidelines by the AGM. ments are made to drive and reward long- otherwise. term business objectives and to maximise C. Reclaiming variable pay alignment with shareholder value. They Share options may normally be exercised In the event of serious misconduct, or if an may include: no earlier than three years after the time of annual bonus or long-term incentive award award and no later than eight years after is made on the basis of accounts which later • Share options the time of award. However, the Supervisory prove to be materially misstated, the Com­ Board may decide that any share-based pany may reclaim, in full or in part, any over- An option to acquire shares as of the third long-term incentive awards may be subject to payment from annual bonus and/or cancel anniversary of grant at an exercise price per early vesting and exercise (i.e. before the third or withdraw unexercised options or unvested share not less than the average market price anniversary of grant) in various situations, e.g. long-term incentive awards. of the company’s stock over the first five deal­ including (but not limited to) the retirement or ing days following the date of publication of death of an executive. 4. Amendments to and the company’s financial statements for any discontinuation of incentive period immediately prior to the date of grant, If Carlsberg, as part of a share-based programmes vesting subject to continuous service. incentive programme, has to obtain shares The Supervisory Board is entitled to amend in order to meet its obligations under the or discontinue one or more incentive pro­ • Performance shares incentive programme, such shares may be grammes introduced in accordance with obtained through a buyback of treasury these guidelines. Any assessment to this A conditional right to receive shares on the shares and through Carlsberg’s holding of effect must include the criteria forming the third anniversary of grant for free (i.e. nil pay­ treasury shares. basis of the establishment of the programme. ment), vesting subject to continuous service Such amendments may only be effected and the achievement (in full or in part) of Details of the share-based long-term incen­ within the scope of these guidelines. More performance targets. tive arrangements are set out in Carlsberg’s extensive amendments are subject to ap­ annual report. proval by the AGM. The performance targets applying to perfor­ mance shares must comprise at least one or Frequency of making variable 5. Publicity and commencement more targets linked to Carlsberg’s business incentive awards of specific incentive agreements results. The performance is normally meas­ Both the annual bonus and long-term incen­ In accordance with Section 139 of the Danish ured over a period of at least three years. tives are awarded annually to ensure a rolling Companies Act, a provision is included in the The value of long-term incentive share-based programme of variable incentives. Company’s Articles of Association, stipulating

Annual General Meeting 20 March 2014 Exhibit Agenda item 5A 2