The Danish Ministry of Justice has today approved the application by the Carlsberg Foundation to change part of its statutes (known as paragraph 14).
A press conference will be held at 11am on Friday, April 28 at the offices of the Carlsberg Foundation, 35, H.C. Andersens Boulevard.
The full text of the proposals presented to the ministry on March 10, 2000 are found below:
In the Operating Review to the Annual Report of Carlsberg A/S for 1998/99 dated 29 November 1999, it is stated that "Carlsberg makes efforts to secure the Company's future development and expansion on the international beer market". Furthermore, it is reported that the Company's major shareholder, The Carlsberg Foundation, in this connection, had announced that "the financial and legal problems involved are currently being examined and treated carefully".
In continuation hereof, The Carlsberg Foundation announces today that the Royal Danish Academy of Sciences and Letters at their meeting on 9 March 2000 in pursuance of article 24 subarticle 1 of The Carlsberg Foundation's charter on the basis of unanimous proposal made by the Board of Directors of the Carlsberg Foundation has adopted the following proposal for amendment of art 14 of The Carlsberg Foundation's charter:
(The text in normal type is the current wording of the charter, corresponding to art 14 subarticles 1-2; whereas the text in italics, art 14 subarticles 3-5 is the adopted amendment to art 14):
Art 14 subarticle 1. The Carlsberg Foundation shall at all times own at least 51% of the share capital of Carlsberg A/S and shall never, whether by sale of gift of shares or subscription rights. when voting for a capital increase or by any other means whatsoever, act as so to defeat the aforesaid requirement.
Subarticle 2. The shareholding specified in subarticle 1 shall be allotted in perpetuity to the Basic Capital and Brewery Fund mentioned in art 4.
Subarticle 3. The Board of Directors of The Carlsberg Foundation may permit that the undertaking hitherto operated by Carlsberg A/S including the brewing activities, be transferred. simultaneously or successively, to one or more wholly owned subsidiaries of Carlsberg A/S against shares issued for consideration other than cash. Irrespective of whether Carlsberg A/S shall change name in that connection e.g. to Carlsberg Holding A/S. the provisions of subarticles 1-2 shall continue to apply to the shareholding in the Company.
Subarticle 4. To the extent that the Board of Directors of The Carlsberg Foundation deems it necessary in order to
- Preserve and develop "Carlsberg" as a widely sold and respected beer brand which symbolises a product and beer brewing on a high an honourable level " everywhere, of art 15, and - Preserve and develop Carlsberg A/S's business and research activities as a competitive company for this purpose.
The Board of Directors of The Carlsberg Foundation may, after a transfer of the brewing activities to one or more subsidiaries. of. subarticle 3. in connection with the subsequent share issue(s) in such subsidiary(ies) and/or merger or the like of such subsidiary(ies) with another company or companies waive a controlling interest in such Company(ies).
Subarticle 5. The Carlsberg Foundation shall however e.g. through Carlsberg A/S as a holding company at all times maintain the necessary, significant influence to preserve "Carlsberg" as a widely sold and respected beer brand and to secure continued beer production in Denmark.
In pursuance of art 24 subarticle 3 of The Carlsberg Foundation's charter and in pursuance of section 48 of the Danish Act on Foundations Carrying on Business for Profit, adopted charter amendments need the approval of the Danish Ministry of Justice. The Carlsberg Foundation will now apply for the Danish Ministry of Justice's approval of the charter amendments adopted by the Royal Danish Academy of Sciences and Letters.
Copenhagen, 10 March 2000
Poul Chr. Matthiesen
Chairman of The Carlsberg Foundation