ANNUAL GENERAL MEETING Invitation 2015 Annual General Meeting 26 March 2015 To the shareholders of A/S 2 TO THE SHAREHOLDERS of Carlsberg A/S

The Supervisory Board is pleased to invite • The Ordinary members of the Supervisory Flemming Besenbacher, Richard Burrows, you to the Annual General Meeting Thursday Board shall be paid a base fee of DKK Donna Cordner, Elisabeth Fleuriot, Cornelis 400,000 (as in 2014) (Kees) Job van der Graaf, Carl Bache, 26 March 2015 at 4.30pm CET at TAP1, • The Chairman shall receive a total fee of Søren-Peter Fuchs Olesen, Nina Smith 91, DK-1799 three and a half times the base fee and and Lars Stemmerik shall not receive any further remuneration (as in 2014) and election of: • The Deputy Chairman shall receive one and Lars Rebien Sørensen a half times the base fee (as in 2014) as new member of the Supervisory Board. • The members of board committees shall AGENDA A/S, including general guidelines in addition to their base fee receive a fee In its recommendation of the above candi- for incentive programmes for the per committee of 38% of the base fee dates, the Supervisory Board has considered Report on the activities of Executive Board (see the attached (as in 2014). The Chairman of the Remu- the importance of each candidate’s specific 1. the Company in the past year exhibit) neration Committee and the Chairman of competencies and experience in light of the The Supervisory Board proposes that the the Nomination Committee, respectively, “Specification of Competencies required for the Annual General Meeting approve the at- shall receive a fee of 50% of the base Supervisory Board in Carlsberg A/S” as set out Presentation of the audited Annual 2. Report for approval and resolution to discharge tached proposal regarding the Remunera- fee (as in 2014). The Chairman of the by the Board and available on the Company’s the Supervisory Board and the Executive Board from tion Policy for the Supervisory Board and Audit Committee shall receive a fee of website, www.carlsberggroup.com. their obligations the Executive Board of Carlsberg A/S. The 113% of the base fee. proposal to change the remuneration poli- Please find a description of the proposed cy only relates to the fee of the Chairman candidates and their executive functions/ Proposal for distribution of the of the Audit Committee as it is proposed Election of members to the directorships on the last page. 3. profit for the year, including Supervisory Board declaration of dividends that the Chairman of the Audit Committee 5. receive a fee of 113% of the base fee of The Supervisory Board proposes a dividend the board members. Pursuant to article 27(3) of the Articles of Election of auditor of DKK 9.00 per share. Association, the board members elected by 6. 4b the General Meeting are elected for one year

Proposals from the Supervisory Approval of the remuneration of at a time. Jess Søderberg is not eligible for The Supervisory Board proposes that KPMG 4. Board or the shareholders the Supervisory Board for 2015 re-election due to the age limit in article 27(4) Statsautoriseret Revisionspartnerselskab of the Articles of Association. (CVR.No. 25578198) be elected. 4a The Supervisory Board proposes that the Approval of the Remuneration remuneration of the Supervisory Board be The Supervisory Board proposes Copenhagen, 27 February 2015 Policy for the Supervisory Board as follows: re-election of the following board and the Executive Board of Carlsberg members: The Supervisory Board of Carlsberg A/S

RAHBEKS ALLÉ

Annual General Meeting 26 March 2015 To the shareholders of Carlsberg A/S 3

Approval requirements Approval, adoption and election in accordance Access: The doors to TAP1 open at with the items on the agenda take place by simple 3.45pm CET and the General Meet- KAMMAS HAVE majority. ing begins at 4.30pm CET. PILE ALLÉ

Registration date, right to participate and After the General Meeting, beer and soft drinks will be served from the right to vote bars which will be open until ap- NY CARLSBERG A shareholder’s right to participate in and vote proximately 6.30pm CET. BRYGHUS at the Annual General Meeting is determined on LANGGADE the basis of the shares owned on the registration Parking: If you arrive by car, free date, i.e. Thursday 19 March 2015, cf. Article parking from 3-7.30pm CET is 20(1) of the company’s Articles of Association. available across from TAP1 on Ny Carlsberg Vej only. If you choose NY CARLSBERG VEJ to park anywhere else in the area Admission card CARL OTTILIA JACOBSENS please note that you will have to pay JACOBSENS PLADS In order to attend the Annual General Meeting, HAVE PASTEURSVEJ a parking fee. PLADS the shareholder, proxy holder and any ac- BRYGGERNES companying advisor must have an admission card. Admission cards must be requested: GAMLE CARLSBERG VEJ

• Via VP Investor Services A/S’ website TAP 1 www.uk.vp.dk/agm, or Carlsberg A/S’ website PASTEURSVEJ www.carlsberggroup.com, or

• By completing and forwarding the attached TAP E / DANSEHALLERNE registration form by letter to VP Investor Services Entrance A/S, Weidekampsgade 14, P.O. Box 4040, DK- TAP 2 Free parking 26 March 3-7.30pm CET PASTEURSVEJ 2300 Copenhagen S, or by fax +45 4358 8867. VESTERFÆLLEDVEJ

The registration form must be received by VP Investor Services A/S no later than Monday PASTEURSVEJ 23 March 2015. J.C. JACOBSENS HAVE Shareholders must use the VP-ID or their CPR NY TAP number (personal registration number) and postal A/S, Weidekampsgade 14, P.O. Box 4040, Company but not yet registered in the sharehol- answer available on the Company’s website, NY TAP PLADS code when requesting an admission card. Admis- DK-2300 Copenhagen S, by letter or by fax ders’ register, cf. Article 20(1) of the Company’s www.carlsberggroup.com. Shareholders may also sion cards are issued to anyone who pursuant to +45 4358 8867. The proxy form must be Articles of Association. ask questions to the Company’s management and SØNDER BOULEVARD the shareholders’ register is listed as sharehol- duly signed and dated. auditor at the Annual General Meeting. der on the registration date or from whom the Shareholder information Company on the registration date has received • Postal votes must be received by VP Investor The share capital of the Company amounts to No later than 3 March 2015, the following docu- a request for entry in the shareholders’ register, Services A/S no later than Tuesday 24 DKK 3,051,136,120 divided into DKK 673,985,040 ments will be available on the Company’s website cf. article 20(1) of the Company’s Articles of As- March 2015, and may be submitted either ordinary shares named A-shares and DKK www.carlsberggroup.com: sociation. electronically via www.carlsberggroup.com or 2,377,151,080 preference shares named B- www.uk.vp.dk/agm by use of Nem-ID or VP-ID; shares. Article 5 of the Company’s Articles of 1.  The notice convening the Annual General Meeting Proxy/postal vote or by sending the attached postal vote form Association determines that the A-shares shall 2. The documents to be submitted to Shareholders may vote at the General Meeting (may also be printed from www.carlsberggroup. carry 10 votes per DKK 10 share and B-shares the Annual General Meeting by granting proxy to the Supervisory Board or com) to VP Investor Services A/S, Weidekamps- shall carry one vote per DKK 10 share. 3. The agenda and the full text of any a named third party or by postal voting. gade 14, P.O. Box 4040, DK-2300 Copenhagen proposals incl. exhibit for item 4a S, by letter or by fax +45 4358 8867. The postal Shareholders are welcome to send questions to 4. The Annual Report 2014 • Proxies must be received by VP Investor vote form must be duly signed and dated. the Company’s management prior to the An- 5. The proxy and postal voting forms Services A/S no later than Monday 23 nual General Meeting about the Annual Report March 2015 and may be submitted either Proxy or postal vote may be submitted for 2014, the items on the agenda or the Company’s Dividends which have been declared at the An- electronically via www.carlsberggroup.com shares owned at the registration date (i.e. position in general. Such questions must be sent nual General Meeting will be paid to the share- or www.uk.vp.dk/agm by use of Nem-ID Thursday 19 March 2015). Ownership is deter- to Carlsberg A/S, Ny Carlsberg Vej 100, DK-1799 holders by Danske Bank A/S to the shareholders’ or VP-ID; or by sending the attached proxy mined in accordance­ with the registrations in the Copenhagen V, att.: General Meeting or by e-mail custody accounts in their own banks through form (may also be printed from www.carls- Company’s shareholders’­ register and requests to [email protected]. Questions which the financial rights may be exercised. berggroup.com) to VP Investor Services for registration of ownership received by the may be answered by making the question and Annual General Meeting 26 March 2015 To the shareholders of Carlsberg A/S 4 SUPERVISORY BOARD

Description of the candidates suggested Flemming Besenbacher Lars Rebien Sørensen1 Richard Burrows 1 Donna Cordner 1 Born 1952. Professor, D.Sc., Born 1954. CEO of Novo Nordisk Born 1946. Member of the Born 1956. Member of the Super­ by the Supervisory Board (see item 5) h.c. mult., FRSC. Member of the and a member of the Super- Supervisory Board of Carlsberg visory Board of Carlsberg A/S Supervisory­ Board of Carlsberg visory Board of Thermo Fisher A/S since 2009. Chairman of the since 2012. Chairman of the Audit A/S since 2005. Chairman of the Scientific Inc., US, and also of Remuneration Committee and Committee since March 2014. Supervisory Board and the Nomi- Bertelsmann AG, Germany. Mr member of the Audit Commit- Ms. Cordner is a member of the nation Committee since March Sørensen joined Novo Nordisk tee. Richard Burrows has spent Advisory Board of Vosges Haut 2012. Member of the Board of in 1982 and has broad interna- most of his career in the drinks Chocolat, managing partner of Directors of the Carlsberg Founda- tional experience having worked business. Mr. Burrows was joint OKM Capital, a venture fund in- tion (Chairman as of 1 January in China, Greece, France, the CEO of Pernod Ricard from 2000 vesting in disruptive medical tech- 2012) and of the supervisory Middle East and the US. Mr to 2005. He is Chairman of British nology, and chairman of HelpAge boards of property companies Sørensen was appointed a American Tobacco and of Voice­ USA, the US affiliate of HelpAge affiliated to the Carlsberg Founda- member of the Novo Nordisk Sage Ltd. Mr. Burrows is a non- International, an international tion. Mr. Besenbacher is Chairman corporate management in 1994 executive Director of the Board NGO working to address issues of the Board of Trustees of the and appointed president and of Rentokil Initial plc. Mr. Burrows that affect older people world- and member CEO in 2000. Mr Sørensen has has extensive experience of the wide. Non-executive Director of of the Boards of the Tuborg an MSc in forestry from the branded consumer goods sector Millicom International Cellular SA Foundation, MedTech Innova- Royal Veterinary and Agricul- and wide international busi- 2004-2013, where she was also a tion Center and Center LevOss, tural University, (now ness experience gained through member of the Audit Committee the Danish Innovation Fund; the Faculty of Science of the his career with Irish Distillers and CSR Committee. Ms. Cordner Unisense Environment and the University of Copenhagen) from Group plc and Pernod Ricard. was formerly Managing Director Danish Management Development 1981, a BSc in International He has extensive experience of and Global Head of Telecommu- Organisation CfL. Mr. Besenbacher Economics from the Copenhagen shareholder and investor rela- nications and Media Structured was founding Director of the In- Business School from 1983 and tions and a broad understanding Finance at Citigroup and has also terdisciplinary Nanoscience Center in 2007 he became an Adjunct of the assessment and mitigation held senior management posi- (iNANO), Aarhus University from professor at the Faculty of Life of business risks. Mr. Burrows tions at Société Générale and ABN 2002 to 2012. He has extensive Sciences of the University of has worked extensively with Amro Bank N.V. in the US and experience of managing large Copenhagen. Mr Sørensen has developing markets and product Europe. Ms. Cordner has been knowledge-based organisations strong operational competencies innovation and has substantial CEO of HOFKAM Limited, the larg- and has strong competences relat- and extensive knowledge within experience of financial manage- est rural microfinance company ing to innovation, research, CSR innovation, marketing and HR ment and reporting processes. in Uganda. She has also held and sustainable development. Mr. as well as substantial manage- the positions of Executive Vice Besenbacher is Professor Honoris ment experience including the President of Corporate Finance Causa at ten international uni- management of a foundation- and Treasury and Chief Economic versities and has received a large controlled company. Officer for Russia at Tele2 AB. number of international awards Ms. Cordner has extensive inter- including the Friendship Award national management experience, and The Chinese Government including experience of growth Highest International Scientific markets. She has substantial and Technological Cooperation experience of financial manage- Award of the People’s Republic of ment and financial reporting China. Mr. Besenbacher was most processes,­ stakeholder and inves- recently appointed Academician, tor relations management and i.e. member of The Chinese Acad- the assessment and mitigation 1 Regarded as independent board members, cf. the “Recommendations on Corporate emy of Sciences, which advises of business risks. She has also Governance” of 6 May 2013 (latest update November 2014) by The Committee on the Chinese government on major worked extensively with perfor- Corporate Governance in Denmark. scientific decisions. mance management, CSR and sustainable development. Annual General Meeting 26 March 2015 To the shareholders of Carlsberg A/S 5

1 Elisabeth Fleuriot Cornelis (Kees) Job Carl Bache Søren-Peter Fuchs Olesen Nina Smith Lars Stemmerik 1 Born 1956. Member of the van der Graaf Born 1953. Member of the Born 1955. Professor, D.M.Sc. Born 1955. Member of the Born 1956. Professor, D.Sc. Supervisory Board of Carlsberg Born 1950. Member of the Supervisory Board of Carlsberg Member of the Supervisory Supervisory Board of Carlsberg Member of the Supervisory A/S since 2012. Member of Supervisory Board of Carlsberg A/S since 2014. Professor, PhD Board of Carlsberg A/S since A/S since 2013. Professor, MSc Board of Carlsberg A/S since the Remuneration Commit- A/S since 2009. Member of the & Dr.Phil. Member of the Board 2012. Member of the Board of Econ. Member of the Board 2010. Member of the Board tee from 1 January 2013. CEO Nomination and Remuneration of Directors of the Carlsberg Directors of the Carlsberg Foun- of Directors of the Carlsberg of Directors of the Carlsberg of MW Brands since August Committees. Until May 2008, Foundation. Carl Bache is dation and the Board of Trustees Foundation, member of the Foundation and the Board 2013. Prior to this, Elisa- Mr. van der Graaf held the posi- affiliated with the University of the Carlsberg Laboratory. Supervisory Board of Nykredit of Trustees of the Carlsberg beth Fleuriot was Senior Vice tion of President Europe on the of Southern Denmark, where Director of the Danish National Realkredit A/S and Nykredit Laboratory. Mr. Stemmerik was President Emerging Markets Board of Unilever. He is Chair- he has specialized in English Research Foundation Centre for Holding. Deputy Chairman Head of the Department of and Vice President Kellogg man of the Supervisory Boards linguistics and communica- Cardiac Arrhythmia at University of the Supervisory Board of Geography and Geology at the Company. Member of the board of Grandvision BV and MYLAPS tion, and where he is currently of Copenhagen and Copenhagen Foreningen Nykredit. Chair- University of Copenhagen 2007- of Stora Enso Oyj as of 2013. BV and until February 2015 of Head of the Doctoral School of University Hospital since 2005. man of the Risk Committee and 2012. He is presently member Ms. Fleuriot has substantial the University of Twente. Mr van the Humanities. In 1990, Carl Mr. Olesen has been involved member of the Audit Committee of the Academic Council at the international branded con- der Graaf is also a member of Bache founded the Institute in starting up and develop- and Nomination Committee of Danish Academy of Technical sumer goods and management the Supervisory Boards of EN- of Language and Communi- ing several pharma and device Nykredit Realkredit A/S. Chair- Sciences. With this background, experience through her career PRO Industries and OCI NV and cation – one of the biggest companies as co-founder, CEO, man of KORA, Danish Institute he has substantial experience in in management positions in he was a member of the board institutes of its kind in Northern Scientific Director and board for Local and Regional Govern- managing knowledge organisa- the Kellogg Company (since of ANWB (the Royal Dutch Tour- Europe. Mr. Bache has many member. He is chairman of ment Research. Previously tions and particular expertise in 2001) and before that in ing Club) until 1 July 2013 and years of senior leadership the evaluation committees for member or chairman of the the analysis of complex issues Yoplait (Sodiaal Group) and a member of the board of Ben experience from positions as visiting scientists at the Danish supervisory board of a number and the presentation of plans the Danone Group. Ms. Fleuriot & Jerry’s until February 2015. research coordinator, commit- Central Bank and the Nordea of private companies including and results. has extensive experience from Between 2008 and 2011, Mr. tee chairman, departmental Foundation. He has substan- the PFA Pension and Nykredit sales and marketing manage- van der Graaf was an executive- head, university senator and tial experience in managing Bank as well as chairman of ment, product innovation in-residence of the Lausanne- dean. For a number of years, knowledge-based organisa- NIRAS and a number of Danish and strategic planning, and based IMD business school. Mr. Bache has been a member tions, turning basic science research institutes and organi- wide international experience He is the founder of the FSHD of Danish research councils and into new products, innovation sations. She is member of the from developed and emerging Foundation. Founder, owner and committees, i.a. as a member and planning. Mr. Olesen has Danish Economic Council (Chair- markets. She has worked on chairman of the Board of FSHD of the Board of the Danish furthermore worked extensively man 1995-1998). In addition to business development, acquisi- Unlimited Cooperation, since Independent Research Council with funding and investor rela- her expertise as a professional tions and partnerships and has 2014. Mr. van der Graaf has and chairman of the Research tions and has wide experience board member in private and an in-depth understanding of acquired extensive interna- Policies Committee of the Royal of CSR. public sector companies, Ms. the assessment and mitigation tional management experience Danish Academy of Sciences Smith has substantial expertise of business risks. through his many years in man- and Letters. He is a member of in the analysis of economic agement positions at Unilever. the board of a publishing firm and organisational issues and He has substantial experience of and of the Board of Trustees extensive experience from man- growth markets and of manu- of the art museum Ny Carls- aging large knowledge-based facturing, logistics and sales & berg Glyptotek in Copenhagen. organisations. marketing management. He has In addition to his substantial also worked extensively with management experience and performance management and his aptitude for analytical and sustainable development. strategic thinking, he has a highly developed intercultural understanding from his interna- 1 Regarded as independent board members, cf. the “Recommendations on Corporate tional education and interna- Governance” of 6 May 2013 (latest update November 2014) by The Committee on tional work experience. Corporate Governance in Denmark.