ANNUAL GENERAL MEETING INVITATION 2015 Annual General Meeting 26 March 2015 To the shareholders of Carlsberg 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 Ny Carlsberg Vej 91, DK-1799 Copenhagen 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 tached proposal regarding the Remunera- fee (as in 2014). The Chairman of the by the Board and available on the Company’s 2. REPORT for approval and resolution to discharge 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 VESTERBROGADE 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 VALBY 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 ENGHAVE STATION 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.