ANNUAL GENERAL MEETING - MINUTES
On 25 March 2010 at 4.30 pm, the Company held its Annual General Meeting at Forum Copenhagen, Julius Thomsens Plads 1, Frederiksberg, Denmark, with the following
Agenda:
1) Report on the activities of the company in the past year.
2) Presentation of the audited annual report for approval and resolution to discharge the Supervisory Board and the Executive Board from their obligations.
3) Proposal for distribution of the profit for the year, including declaration of dividends. The Supervisory Board proposes a dividend of 3.50 DKK per share.
4) Treasury shares. The Supervisory Board requests the authorisation of the general meeting to acquire treasury shares until 24 March 2015 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%.
5) Proposal from the Supervisory Board to change articles. The Supervisory Board proposes a revision of the Articles of Association partly as a result of the new Danish Companies Act which enters into force on 1 March 2010 and partly as a result of a general update of the Articles of Association.
a) Change of article 2 – Registered office. The present provision in Article 2 regarding registered office lapses.
b) New article 2 – Company’s corporate language. The following wording is proposed: Article 2. The company’s corporate language is English.
c) New Article 14 – Electronic Communication. The following wording is proposed (Article 8 has lapsed and Articles 9 to 14 are renumbered to Articles 8 to 13):
(1) All communication from the company to individual shareholders is effected by electronic means, including e-mail, and general announcements will be available to shareholders on the company’s website www.carlsberggroup.com unless otherwise stipulated in the Danish Public Companies Act. The company may however at any time communicate with individual shareholders by letter as a supplement or alternative to electronic communication.
(2) The company may thus send shareholders notices of annual or extraordinary general meetings, including the full proposals for amendments of the Articles of Association, forwarding of agenda, annual reports, company announcements, registration form, and other general information from the company to shareholders by electronic means, including e-mail. The above documents will also be available on the company’s website.
(3) The company must request from shareholders registered by name an electronic address to which announcements, etc. can be sent. It is the responsibility of the individual shareholder to ensure that the company has the correct electronic address. The shareholders can find further information on electronic communication procedures on the company’s website.
d) Change of Article 15 (1) – Notice convening general meeting. The following wording is proposed (as (2) lapses):
(1) The general meetings shall take place in the Greater Copenhagen area and be convened by the Supervisory Board on the company’s website www.carlsberggroup.com and via the Danish Commerce and Companies Agency’s IT system at no less than three weeks’ and no more than five weeks’ notice.
e) Change of Article 17 – Extraordinary General Meeting. The following wording is proposed:
Extraordinary general meetings shall be held by resolution of the general meeting or the Supervisory Board or upon requisition by the auditor appointed by the general meeting or shareholders holding at least 5% of the entire share capital. Such requisition shall be submitted in writing to the Supervisory Board and shall state one or several exact subjects. A general meeting shall then be called not later than 14 days after the requisition has been received.
f) Change of Article 18 – Adjournment of a commenced general meeting. The following wording is proposed:
If after its commencement a general meeting has to be adjourned, the meeting shall not stand adjourned for more than 14 days. At least three days’ notice of the adjourned meeting stating the business of the agenda left unfinished at the meeting shall be announced in the IT system of the Danish Commerce and Companies Agency and on the company’s website www.carlsberggroup.com.
g) Change of Article 19 – Information regarding the general meeting. The following wording is proposed:
No later than 3 weeks prior to a general meeting, the following information shall be made available on the company’s website www.carlsberggroup.com: a) The notice of the general meeting, b) the total number of shares and voting rights on the date on which notice of meeting is given, c) the documents to be presented at the general meeting, including the latest audited annual report in the case of the annual general meeting, d) the agenda and the full proposals, e) forms for voting by proxy and by letter. If these forms cannot be made available online for technical reasons, the company shall provide information online on how to obtain the forms and shall send the forms to any shareholder who requests them.
h) Change of Article 20 – Right to attend the general meeting. The following wording is proposed:
A shareholder’s right to attend and vote at the general meeting is determined in relation to the shares which the shareholder owns on the registration date (one week before the general meeting). Attendance at the general meeting further requires that the shareholder has requested an admission card no later than three days before the general meeting takes place. Admission cards are issued to anyone who, pursuant to the shareholders’ register is listed as shareholder on the registration date or from whom the company on the registration date has received a request for entry in the shareholders’ register.
i) Change of Article 21 (1) – Submission of subjects for the agenda of the general meeting – time-limits. The following wording is proposed (as (2) and (3) lapse):
(1) Any shareholder is entitled to have one or more specific subjects considered at the general meeting, provided that the Supervisory Board has received such proposal in writing no later than six weeks before the date of the general meeting.
j) Change of Article 22 – Rules regarding proxy. The following wording is proposed:
Any shareholder is entitled to be represented at the general meeting by a proxy holder. The proxy which must be presented must be in writing and dated. The shareholder or the proxy holder may attend together with an advisor.
k) Change of Article 24 (2. f) - agenda item for the Annual General Meeting. The following wording is proposed:
Appointment of public accountant
l) Change of Article 26 (2) – Availability of minutes from the general meeting.
It is proposed that the wording ”at the company’s office” is changed to ”on the company’s website www.carlsberggroup.com.”
m) The Supervisory Board is authorised to make the appropriate changes to the references and terms and definitions in the Articles of Association as a result of the entering into force of the new Companies Act, including changing the Danish word ”aktiebog” (shareholders’ register) to ”ejerbog” (shareholders’ register) and aktieselskabsloven (Public Companies Act) to ”selskabsloven” (Companies Act) and to change ”Værdipapircentralen” to ”VP Securities A/S” and finally to make such alterations and additions to the resolutions passed and in other conditions as may be required by the Commerce and Companies Agency in order to register the resolutions adopted at the general meeting.
6) Election of members to the Supervisory Board.
Pursuant to article 27 (3 and 4), Axel Michelsen retires from the Supervisory Board and according to article 27 (3), Jess Søderberg, Flemming Besenbacher, and Per Øhrgaard shall retire from the Supervisory Board by rotation.
The Supervisory Board proposes that Jess Søderberg, Flemming Besenbacher, and Per Øhrgaard be re-elected and that Lars Stemmerik be elected as new member of the Supervisory Board. A description of the proposed candidates and their executive functions/directorships is on the next page.
7) Appointment of 1 state-authorised public accountant to audit the accounts for the current year.
The Supervisory Board proposes that KPMG Statsautoriseret Revisionspartnerselskab be re-elected.
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The shareholders attending the annual general meeting and the proxies received prior to the annual general meeting represented a total of 702,717,198 votes (corresponding to 77.08% of the votes in the company after deducting the votes of the treasury shares) and a total capital of DKK 1,261,398,700 (corresponding to 41.35% of the company share capital after deducting treasury shares). A total of 1,223 (825 of whom were shareholders with voting rights) attended the annual general meeting.
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The Chairman of the Supervisory Board bid welcome and with reference to article 23 of the Articles of Association, he informed the audience that the Supervisory Board had appointed Oluf Engell, attorney-at-law, as chairman of the Annual General Meeting.
The Chairman of the Annual General Meeting verified with reference to section 15 of the Articles of Association that the Annual General Meeting had been lawfully convened and formed a quorum. The notice of the meeting and agenda were published on the IT-information system of the Danish Commerce and Companies Agency on 1 March 2010 and in the Danish daily magazine Berlingske Tidende on 2 March 2010. Furthermore, in accordance with article 19 of the Articles of Association, the notice including the agenda as well as the annual report had both been available for inspection by the shareholders at the company's headquarters during the past 8 days prior to the Annual General Meeting and at the company website www.carlsberggroup.com 3 weeks prior to the Annual General Meeting. Furthermore, the agenda had been forwarded to shareholders holding shares registered by name in the company's register of shareholders on 1 March 2010. The Chairman of the Annual General Meeting then verified that the agenda was in accordance with section 24 (2) of the Articles of Association.
The Chairman of the Annual General Meeting furthermore verified that there were no objections from the audience to the lawful convening of the Annual General Meeting.
The Chairman of the Annual General Meeting read the agenda out loud and announced that items 1)-3) as usual would be dealt with as one item.
Re 1)-3)
The Chairman of the Annual General Meeting gave the floor to the Chairman of the Supervisory Board, who reported on the activities of the company and presented the Supervisory Board's proposal regarding the distribution of the profit for the year, including the dividend of DKK 3.50 per share, and the Supervisory Board's recommendation that its fee in 2010 would remain the same as in 2009 (unchanged since 2005).
He then gave the floor to the President & CEO, who went through the accounts and report and recommended that the Annual General Meeting approve the accounts.
The Chairman of the Annual General Meeting informed the audience that the Annual Report signed by the Executive Board, the Supervisory Board and the auditor elected by the Annual General Meeting had been presented to him and he read the audit report out loud.
The Chairman of the Annual General Meeting then chaired the discussion of items 1)-3) of the agenda.
Four shareholders had questions and comments. The questions were answered by the President & CEO and by the Chairman of the Supervisory Board who stressed the following:
• Carlsberg neither determines nor publishes any fixed target for return on invested capital, but it is a clear target to improve the return.
• Carlsberg makes a point of employing leaders with international experience from the beverage industry or other FMCG companies and emphasises strong leadership and makes a point of company leaders being able to make decisions, set detailed targets and ensure follow-up.
• Carlsberg is a branded company and also in future wants to own its brands.
• Two-thirds of Carlsberg's companies are located in growth areas.
• Both Carlsberg's beer and cider products have low alcohol percentages compared to strong alcohol and can be enjoyed in a responsible manner. At present, a large part of Carlsberg's products are enjoyed by men, but focus on products aimed at women will increase in future.
• Carlsberg has considered the proposal to give each shareholder a hop pin, but has decided not to spend company means on this.
• Carlsberg's has a number of procedures and policies of which one is not to accept any form of corruption.
The Chairman of the Annual General Meeting then ascertained - as no one were against -,
that the 2009 report has been adopted
that the annual report 2009 has been approved without any vote
that the proposal included in the annual report 2009 as to the distribution of profit for the year has been approved without any vote, and
that discharge of the Supervisory Board and the Executive Board in respect of the duties performed during 2009 had been granted.
Prior to the Annual General Meeting, proxy voting instructions to vote against item 2 of the agenda (approval of the annual report) representing a total of 1,925 votes and to vote against item 3 of the agenda (profit of the year) representing a total of 602 votes, had been received.
Re 4)
The Chairman of the Annual General Meeting accounted for the proposal made by the Supervisory Board regarding the authorisation to acquire treasury shares, making clear that the effect of the proposal would be that the company would be allowed to own a maximum of 10% of the share capital.
The authorisation requested was granted without voting. Prior to the Annual General Meeting proxy voting instructions to vote against the proposal representing 6,547,108 votes had been received.
Re 5) The Supervisory Board's proposal to change provisions in the Articles of Association
Re 5 a)
The Chairman of the Annual General Meeting went through the Supervisory Board's proposal that the present provision in Article 2 regarding registered office should lapse.
Re 5 b)
The Chairman of the Annual General Meeting went through the Supervisory Board's proposal to introduce a new provision in Article 2 regarding English as corporate language.
Re 5 c)
The Chairman of the Annual General Meeting went through the Supervisory Board's proposal to introduce a new provision in Section 14 regarding electronic communication (and noted that Article 8 had lapsed and that the numbering of Articles 9-14 had been changed to Articles § 8-13).
Re 5 d)
The Chairman of the Annual General Meeting went through the Supervisory Board's proposal to change Section 15 (1) regarding the convening of general meeting (and underlined that as a consequence of the proposal, (2) would lapse).
Re 5 e)
The Chairman of the Annual General Meeting went through the Supervisory Board's proposal to change Article 17 regarding the extraordinary general meeting.
Re 5 f)
The Chairman of the Annual General Meeting went through the Supervisory Board's proposal to change Article 18 regarding adjournment of a commenced general meeting.
Re 5 g)
The Chairman of the Annual General Meeting went through the Supervisory Board's proposal to change Article 19 regarding information on the Annual General Meeting.
Re 5 h)
The Chairman of the Annual General Meeting went through the Supervisory Board's proposal to change Article 20 regarding the right to attend the general meeting.
Re 5 i)
The Chairman of the Annual General Meeting went through the Supervisory Board's proposal to change Article 21 (1) regarding time-limit for the submission of subjects to be considered at the general meeting (and emphasised that (2) and (3) would lapse due to the proposal).
Re 5 j)
The Chairman of the Annual General Meeting went through the Supervisory Board's proposal to change Article 22 regarding change of rules regarding proxy.
Re 5 k)
The Chairman of the Annual General Meeting went through the Supervisory Board's proposal to change Article 24 (2) f) regarding the change of agenda item for the annual general meeting.
Re 5 l)
The Chairman of the Annual General Meeting went through the Supervisory Board's proposal to change provision in Article 26 (2) regarding the availability of minutes of the general meeting.
Re 5 m)
The Chairman of the Annual General Meeting went through the Supervisory Board's proposal on various conceptual changes
That the Supervisory Board is authorised to make the appropriate changes to the references and terms and definitions in the Articles of Association as a result of the entering into force of the new Companies Act, including changing the Danish word ”aktiebog” (shareholders’ register) to ”ejerbog” (shareholders’ register) and aktieselskabsloven (Public Companies Act) to ”selskabsloven” (Companies Act) and to change ”Værdipapircentralen” to ”VP Securities A/S” and finally to make such alterations and additions to the resolutions passed and in other conditions as may be required by the Commerce and Companies Agency in order to register the resolutions adopted at the general meeting.
The Chairman of the Annual General Meeting ascertained that the proposed changes to the Articles of Association had been approved without voting.
Prior to the Annual General Meeting, proxy voting instructions representing the following votes against each of the proposals set forward:
5a) Article 2. Provision regarding registered office lapses. (17,354 votes against)
5b) Article 2. New provision on corporate language. (18,088 votes against)
5c) Article 14. New provision on introduction of electronic communication. (32,418 votes against)
5d) Article 15. Change of provision regarding convening annual general meeting (27,572 votes against)
5e) Article 17. Change of provision on extraordinary general meeting (22,876 votes against).
5f) Article 18. Change of provision on adjournment of commenced annual general meeting (25,194 votes against).
5g) Article 19. Change of provision on availability of information regarding annual general meeting (25,506 votes against).
5h) Article 20. Change of provision on right to attend the annual general meeting (14,700 votes against).
5i) Article 21. Change of time-limit for the submission of subjects to be considered at the general meeting (15,732 votes against).
5j) Article 22. Change of rules regarding proxy (300 votes against).
5k) Article 24. Change of agenda item for the annual general meeting.
(300 votes against).
5l) Article 26. Change of provision on availability of minutes of the annual general meeting (120 votes against).
5m) Various conceptual changes (330 votes against).
Re 6)
The Chairman of the Annual General Meeting informed the audience that Jess Søderberg, Flemming Besenbacher, Per Øhrgaard, and Axel Michelsen will retire from the Supervisory Board by rotation pursuant to article 27(3) and Axel Michelsen also pursuant to article 27(4) (age limit).
The Chairman of the Supervisory Board informed the audience that the Supervisory Board proposed that Jess Søderberg, Flemming Besenbacher, and Per Øhrgaard be re-elected and that Lars Stemmerik be elected as new member of the Supervisory Board. The chairman referred to the Annual General Meeting invitation for information as to the other positions of the candidates.
The Chairman of the Annual General Meeting ascertained that there were no other proposals for candidates for the Supervisory Board and that Jess Søderberg, Flemming Besenbacher, and Per Øhrgaard were re-elected and that Lars Stemmerik was new elected without voting.
The Chairman of the Supervisory Board then informed the audience that elections of new employee representatives for the Supervisory Board had taken place, and that Hans Andersen and Bent Ole Petersen had been re-elected and that Ulf Olsson and Peter Petersen had been new elected and would be a member of the Supervisory Board after the Annual General Meeting.
The Chairman of the Supervisory Board informed the audience that this meant that Axel Michelsen, Hanne Buch-Larsen, and Erik Dedenroth Olsen would all leave the Supervisory Board, and he thanked them for their work during the years and welcomed Lars Stemmerik, elected by the Annual General Meeting, and Ulf Olsson and Peter Petersen, elected by the employees.
Ad 7)
KPMG Statsautoriseret Revisionspartnerselskab was elected as proposed by the Supervisory Board and without any vote.
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The Chairman of the Annual General Meeting ascertained that the agenda had been depleted and the Annual General Meeting was adjourned at 5.50 pm.
Chairman of the Annual General Meeting:
Oluf Engell