Departures from NASDAQ OMX Copenhagen A/S’S Recommendations 

It is recommended that at least half of the members of the Supervisory Board elected by the General Meeting be independent. Any person who has close links with a company’s main shareholder is not regarded as independent (V, 4a).

Five of the eight members of Carlsberg’s Supervisory Board elected by the General Meeting have close links with the Company’s principal shareholder, the Carlsberg Foundation, as they make up the Foundation’s Executive Board. Thus, these members are not independent as defined in the rrecommendations. This has been the situation for many years. The Supervisory Board is of the opinion that the combination of members with an academic background and members with a business background ensures appropriate breadth in the members’ approach to their duties and helps to ensure careful consideration and deliberate decisions.

It is recommended that information be provided on managerial positions and directorships at Danish and foreign companies and any other demanding organisational tasks performed by members of the Supervisory Board (V, 4d, 2).

In its Annual Report, Carlsberg provides information on all significant managerial positions and directorships at other companies held by members of the Supervisory Board in Denmark and abroad. Also, Carlsberg provides information on demanding organisational tasks performed by members of the Supervisory Board.

It is recommended that information be provided on shares and options held by the individual members of the Supervisory Board in the company in question, and on any changes in these holdings during the financial year (V, 4d, 3).

The members of the Supervisory Board do not hold any options in the Company. The section on shareholder information in the Annual Report contains information on the Supervisory Board’s total holding of shares in the Company, but the Supervisory Board does not consider it useful to disclose information on individual members’ holdings. Trading in the Company’s shares by members of the Supervisory Board is reported to the Danish Financial Supervisory Authority and published via NASDAQ OMX in accordance with the provisions of the Danish Securities Trading Act, and information on this is also available on the Company’s website.

It is recommended that the annual report contain detailed information on remuneration policy and the remuneration of the individual members of the Supervisory Board and the Executive Board (VI, 2 and 4-5).

Carlsberg’s Annual Report presents information on the Group’s remuneration schemes, the remuneration components and the total remuneration of both the Supervisory Board and the Executive Board, cf. section 69 of the Danish Financial Statements Act. It is not considered useful or reasonable to publish information on the remuneration of individuals. Remuneration schemes (including severance agreements) and remuneration are believed to be in line with similar companies.

It is recommended that the exercise price for options granted be higher than the market price at the time they are granted (VI, 3).

In the current share-based option scheme, the exercise price corresponds to the market price during the first five days following the publication of the financial statement for the previous year, while the exercise price for share options granted under the long-term incentive programme corresponds to the market price during the first five days following the publication of the financial statement for the current year.