The Annual General Meeting of Carlsberg A/S will take place on Monday 10 March
2008 at 4.30 p.m. at Radisson SAS Falconer Center, Falkonér Allé 9,
Frederiksberg, Denmark
Agenda for the Annual General Meeting:
1) Report on the activities of the Company in the past year.
2) Presentation of the audited annual report for approval and proposal to
discharge the Board of Directors and the Executive Board from their
obligations.
3) Proposal for distribution of the profit for the year, including declaration
of dividends.
4) The Board of Directors' request for the authorisation of the Annual General
Meeting to acquire treasury shares, cf. section 48 of the Danish Public
Companies Act.
With reference to section 48 of the Danish Public Companies Act, the Board of
Directors of Carlsberg A/S requests the authorisation of the Annual General
Meeting to acquire treasury shares at a nominal value of up to 10% of the
nominal share capital at the price quoted on the Copenhagen Stock Exchange at
the time of the acquisition with a deviation of up to 10% and for a period of
time lasting until the next Annual General Meeting.
5) Proposal from the Board of Directors:
a) The Board of Directors proposes that the authorisation to increase the
share capital of the company issued to the Board of Directors in article 8(1)
of the Articles of Association be increased and amended and proposes that the
authorised amount be increased by DKK 3,104,313,600 to DKK 3,200,000,000. The
reason for the proposal is described in the document "The Creation of the
World's Fastest Growing Global Brewery" sent to shareholders registered in the
company's register of shareholders."
As a consequence, it is proposed that article 8(1-3) be amended to the
following:
(1). "The Board of Directors is until 31 December 2009 authorised to increase
the share capital of the company in one or more stages by a total amount of DKK
3,200,000,000. The increase shall be effected by an increase of the B-share
capital. The authorisation can only be exercised provided that the aim of the
capital increase is to finance directly or indirectly the acquisition of (i)
shares in Scottish & Newcastle plc, (ii) shares in a company acquiring shares
in Scottish & Newcastle plc, or (iii) companies or shareholdings which directly
or indirectly are owned by Scottish & Newcastle plc, and/or (iv) repayment of
loans raised by Carlsberg Breweries and/or subsidiaries hereof against
guarantee from Carlsberg A/S with a view to financing acquisitions as referred
to in (i)-(iii)."
(2). "The capital increase shall take place by cash payment and shall specify
that the current shareholders have a pre-emption right to subscribe for new
shares subject to the provisions of article 7 (2)."
(3). "The authorisation cannot be exercised to the extent that the actual
exercise will mean that the Carlsberg Foundation violates the requirement of
the statutes of the Foundation that the base capital of the Foundation must
always constitute more than 25% of the share capital in the company with a
right to at least 51% of the votes in the company."
Article 8 (4-5) of the Articles of Association shall not be changed.
b) The Board of Directors proposes that the procedure regarding the notice of
the general meeting be changed, so that the notice in "Statstidende" - articles
15 and 18 of the Articles of Association - is replaced by an advertisement in
the IT information system of The Danish Commerce and Companies Agency. As a
consequence hereof, the following changes to articles 15 (1) and 18 are
proposed:
Article 15 (1):
"… by advertisement in "Statstidende" be changed to "in the IT information
system of the Danish Commerce and Companies Agency".
Article 18:
"… by advertisement in Statstidende" be changed to "in the IT information
system of the Danish Commerce and Companies Agency".
c) The Board of Directors proposes that the provision in article 20 (1)
regarding the distribution of admission cards be changed.
It is proposed to change article 20 (1) of the Articles of Association to the
following:
Article 20(1):
"Any shareholder shall be entitled to attend the general meeting provided that
he has obtained an admission card at the company's office within normal office
hours on due proof of identity not later than five days before the general
meeting or in any other way as described in the notice of the general meeting."
d) The Board of Directors proposes that general guidelines concerning incentive
programmes for the Executive Board be stipulated and that a new provision be
included in article 30(4) of the Articles of Association.
In accordance with Section 69b of the Danish Companies Act, before the Board of
Directors of a listed company enters into a specific incentive agreement with a
member of the company's Board of Directors or Executive Board, the company must
specify general guidelines for incentive programmes for the company's Board of
Directors and Executive Board. These guidelines must be considered and approved
at the company's annual general meeting. For Carlsberg, the provision in
section 69b of the Danish Companies Act will take effect on the annual general
meeting on March 10, 2008 and shall thus apply to specific incentive agreements
made after this date.
The Board of Directors of Carlsberg A/S does not receive any incentive payment.
For a number of years, the company has issued share options and other types of
incentive payment to the Executive Board and top management. The new rules only
include incentive payment to the Board of Directors and the Executive Board.
The proposal on guidelines concerning incentive programmes for the Executive
Board is enclosed.
If the guidelines are approved by the Annual General Meeting, the following
provision shall be included as a new paragraph in article 30 of the Articles of
Association of the company.
"Article 30(4). Guidelines concerning incentive programmes for the Executive
Board, cf. section 69b (2) of the Danish Companies Act have been approved. The
guidelines are available at the company's home page."
6) Election of members to the Board of Directors
Pursuant to article 27(3) of the Articles of Association, Professor, D. Sc.
Flemming Besenbacher, Professor, D. Phil. Per Øhrgaard, Professor D. Phil. Axel
Michelsen and Executive Vice President Søren Bjerre-Nielsen retire from the
Board of Directors.
Søren Bjerre-Nielsen stands down. The Board of Directors proposes that Flemming
Besenbacher, Per Øhrgaard, and Axel Michelsen be re-elected and that Managing
Director Jess Søderberg be elected as new member of the Board of Directors.
A description of the proposed candidates and their executive
functions/directorships is enclosed.
7) Appointment of 1 state-authorised public accountant to audit the accounts
for the current year.
The Board of Directors proposes that KPMG C. Jespersen Statsautoriseret
Revisionspartnerselskab be elected.
8) The Board of Directors proposes that the Board of Directors be authorised to
carry out any such changes and amendments in the material approved, in the
Articles of Association and in other relations which the Danish Commerce and
Companies Agency may require in order to register the material approved at the
Annual General Meeting.
Special requirements as to approvement
In order to approve the proposals of item 5 a)-c), a qualified majority of two
thirds of both the total number of votes cast and of the voting share capital
represented at the Annual General Meeting shall be required in accordance with
article 25(3) of the Articles of Association.
Admission cards
In order to attend the Annual General Meeting, the shareholders must have an
admission card.
Shareholders registered in the company's register of shareholders may request
the admission card by completing and forwarding the enclosed reply card, so
that it is received by VP Investor Services or the company no later than 5
March, 2008. The admission card will then be forwarded.
Shareholders registered in the company's register of shareholders may also
register via the internet on www.vp.dk/gf from 29 February to 5 March 2008. The
VP-reference number to be used is set out on the attached reply card.
Shareholders who are not registered in the company's register of shareholders
may request admission cards by completing and forwarding the reply card from
the company's home page www.carlsberggroup.com, so that the card is received by
VP Investor Services or the company no later than 5 March 2008. In order to
issue an admission card to this group of shareholders, an up-to-date statement
of account from the Danish Securities Centre or the bank with which the custody
account is held must be enclosed with the reply card.
In accordance with article 20 of the Articles of Association, the admission
card may also be obtained by personal attendance in the reception at the
company office, Ny Carlsberg Vej 100, 1760 Copenhagen V, all working days
within office hours from 29 February 2008 to 5 March 2008, both days inclusive.
Shareholders registered in the company's register of shareholders shall provide
the VP reference number on the enclosed reply card and shareholders not
registered shall bring an up-to-date statement of account from the Danish
Securities Centre or the bank with which the custody account is held.
Proxy
Shareholders registered in the company's register of shareholders may give a
proxy to the Board of Directors or others attending by completing the enclosed
proxy form.
Shareholders not registered may provide a proxy to the Board of Directors or
another person attending by completing the proxy from the company's homepage
www.carlsberggroup.com. An up-to-date statement of account from the Danish
Securities Centre or the bank with which the custody account is held must be
attached to the power of attorney.
A proxy is only valid if the form has been signed and dated. The proxy must be
received by the company no later than 5 March 2008. Or it may be submitted at
the entrance of the Annual General Meeting.
The size of the share capital and voting right
The share capital of the company amounts to DKK 1,525,568,060 divided into DKK
673,985,040 ordinary shares named A shares and DKK 851,583,020 preference
shares, named B-shares. Article 5 of the Articles of Association determines the
following as to voting right in the company:
(1) A-shares shall carry ten votes per DKK 10 share.
(2) B-shares shall carry one vote per DKK 10 share.
Only shareholders who have acquired admission cards on due proof of identity
and in time shall be entitled to vote at the Annual General Meeting.
Shareholders who have acquired their shares by transfer shall not be entitled
to exercise their voting right relating to the shares in question unless such
shares have been registered in the register of shareholders of the Company or
the shareholder has given notice of and produced documentary evidence of the
acquisition no later than the time at which the Annual General Meeting is
convened.
Agenda, etc.
The agenda including a complete description of the proposals to be handled at
the Annual General Meeting can be seen above and together with the audited
Annual Report 2007, the agenda will be available for inspection by the
shareholders at the offices of the Company at Ny Carlsberg Vej 100, 1760
Copenhagen V, Denmark, at the latest 8 days prior to the Annual General
Meeting. Notice as well as agenda will be forwarded to all registered
shareholders. The Annual Report 2007 will be forwarded to all shareholders upon
request. The Annual Report will also be available on the company's home page
www.carlsberggroup.com.
Copenhagen 26 February 2008
The Board of Directors
