Carlsberg A/S (CPH:CARL.B)
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Apr 27, 2026, 4:22 PM CET
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AGM 2025

Mar 17, 2025

Henrik Poulsen
Chairman of the Supervisory Board, Carlsberg

Dear shareholders, I'd like to welcome you to Carlsberg's annual general meeting, both those of you who are present here in the room today and to those of you who are following the meeting via webcast. According to Article 23 of the Articles of Association, the AGM is presided over by a chairman elected by the Supervisory Board. We have asked Attorney at Law Anders Stubbe Arndal to be the chair of this AGM. Before I give the floor to Anders, I'd like to introduce you to the people who are on stage with me here today. Next to me is the chair, Anders Stubbe Arndal. Next to him, the company's CEO, Jacob Aarup-Andersen, our CFO, Ulrica Fearn, and the deputy chair of the Supervisory Board, Majken Schultz. My name is Henrik Poulsen, and I am the chairman of the Supervisory Board.

The other members of the Supervisory Board are Mikael Aro, Magdi Batato, Lilian Fossum Biner, Bob Kunze-Concewitz, Richard Burrows, Punita Lal, and Søren -Peter Fuchs Olesen. They're all elected by the AGM in 2024. In addition, the employees have elected five members: Eva Vilstrup Decker, Erik Lund, Ivan Nielsen, Oav Jytte Olesen, and Peter Petersen. With these words of introduction, I give the floor to the chairman of the AGM, Anders Stubbe Arndal. You have the floor.

Anders Stubbe Arndal
Chairman of the AGM, Carlsberg

Thank you. Before we start with the actual agenda, I'd like to give you a bit of information concerning security and some practical information. In case of fire, the fire alarm will be activated, and there'll be a sound, and all the guards will be notified via the radio system here at the museum. Obviously, no fire drills have been scheduled for today, so if you hear the alarm, please take it seriously.

Get out of the building and follow the guide's directions. We have you to gather at Dantes Plads in front of Glyptoteket, where you'll have to wait for the fire brigade's permission to re-enter the building. There is a defibrillator in the building, and the staff has first-aid training. There are toilets, including for disabled persons, at the lower floor near the cloakroom and at the ticket sale and the entrance to the French paintings at the Henning Larsen building. Shareholders who want to leave the meeting and re-enter, please bring your admission card because if you haven't got it, you can't get back in. If you leave the meeting and do not want to come back, please notify Julie Kærsgaard from Euronext. She's standing there at the back of the room, and please inform her that you are leaving the AGM before it's over.

Now, Carlsberg will be live-streaming this AGM on the company's website simultaneously with the AGM being held, and what is being done here at the AGM will be recorded also for the progression of minutes. Shareholders who want to take the floor to comment on the agenda items, please take a seat here on the front row, the right side when facing me. Speakers will then be giving their admission card and their voting slip to Andreas, who is sitting up here on the front row. The speakers' names will then be noted on a list, which will be given to me so I can introduce the speakers, and they will then take the floor in the correct order. Speakers, they can speak up here from the rostrum.

If they don't want to be filmed, you can tell Andreas, and you can then remain seated in the front row and speak from there via a microphone. The press can take photos and film after the AGM but not during. You can't do any audio files either. There is one photographer present, and this is Carlsberg's internal photographer. This was it about the practical issues. My most first formal task as AGM Chair is to determine whether the general meeting has been legally convened and forms a quorum. The notice of the meeting and the agenda, including the complete proposals, have been available on the company website since the 17th of February 2025, and shareholders who have requested so, they have been notified by email if you registered your email in the register of shareholders, so the AGM has been convened with at least three weeks' notice.

That is in accordance with the provisions of the Companies Act and Articles 14(2) and 15(1) of the Articles of Association. On the 13th of January 2025, with a minimum of eight weeks' notice, the company announced the date of the general meeting and the final date for submission of data to be discussed at the to be put on the agenda. Now, the following material has also been available on the company's website since the 17th of February in accordance with Article 19 of the Articles of Association and Section 99 of the Danish Companies Act notice, including information regarding total share capital and voting rights, documents to be presented, agenda and complete proposals, and forms for proxies and postal votes.

The Annual Report, including the so-called CSRD report for 2024 and the Remuneration Report for 2024, have been available on the company's website since the 6th of February 2025. The agenda is in compliance with the articles. Article 24 of the Articles of Association does not require that a specific part of the share capital must be represented to form a quorum. That leads me to the conclusion that a general meeting has been lawfully convened and forms a quorum in all respects. If anyone disagrees, please tell me now. Not the case. So the AGM has been lawfully convened and forms a quorum. And before we start, I have to tell you how big a percentage of the share capital and voting rights are represented. I can tell you the 2,101,414,320, that's 79.40% of the capital, 92.73% of the votes, just over 708,000.

If this changes before we come to 5B on the agenda, I'll give you information about that. Now, the agenda is in accordance with the Articles of Association. Item 1, report on the activities of the company in the past year. Item 2, presentation of the audited Annual Report for approval and resolution to discharge the Supervisory Board and Executive Board from liability. Item 3, proposal of distribution of the profit, including declaration of dividends. And 4, presentation of and advisory vote on the Remuneration Report for 2024, 5A, approval of Supervisory Board remuneration for 2025, 5B, proposal to reduce the company's share capital for the purpose of cancelling treasury shares. 6, that's selection of members to the Supervisory Board. 7, election of auditor and authorization, that's 8, authorization of the chair. Apart from 5B, all items in the agenda may be adopted by a simple majority.

The proposal under 5B requires at least two-thirds of the votes cast and two-thirds of the voting share capital represented at the AGM. And it's for this reason that if you leave the AGM before we come to these items, please talk to Julie from Euronext. Right. We will then start with the actual agenda. As in previous years, what we'll do is we'll address items one to four under one. So I give the floor to the Chairman of the Supervisory Board, Henrik Poulsen. You have the floor.

Henrik Poulsen
Chairman of the Supervisory Board, Carlsberg

[Foreign language].

Thank you, Anders, and once again, welcome. As you have seen, we are holding our AGM in the beautiful setting of the Glyptoteket again this year. On the 6th of February, the Carlsberg Group published its Annual Report, and for the first time ever, this was an integrated report covering both our financial and our sustainability reporting. The sustainability report was issued in accordance with a new set of rules known as Corporate Sustainability Reporting Directive, or CSRD for short. Just like for many years, we've had uniform standards for financial reporting. CSRD aims at ensuring uniform and transparent reporting for the status and progress within environment, social areas, and corporate governance.

There's a need for uniformity and credibility in companies' reporting, but unfortunately, that also means that our reporting about the many exciting initiatives to continuously improve Carlsberg's efforts within areas such as CO2, water consumption, and sustainable crops has become a quite boring read. We have tried to compensate for this by improving the section on our website that presents our many activities within the field of sustainability. On the 6th of February, alongside our Annual Report, Carlsberg also published our Remuneration Report for 2024. 2024 was a very eventful year for the Carlsberg Group. In February, we launched an updated strategy. We announced and executed a number of acquisitions, and in December, we managed to conclude the very difficult situation in Russia by selling off our Russian business and at the same time settling all pending legal disputes.

We named the updated strategy Accelerate SAIL, and as the name indicates, the ambition of the strategy is to accelerate the positive development that Carlsberg has seen throughout the past many years, now with a strengthened focus on driving growth in revenue as well as earnings. At last year's AGM, we already told you about Accelerate SAIL, and therefore, this year, I will just say that the board is 100% committed to the strategic choices and the financial ambitions that we announced with this strategy, and that the Supervisory Board is very happy with the work done in 2024 to develop and adjust the top management team, our organization, and our employees in order to lay the right foundation to execute this strategy.

The two most important acquisitions were no doubt the British-listed soft drink producer Britvic, that has delivered good results and good growth throughout a number of years, as well as the acquisition of the remaining 33% share from our partner in India and Nepal. These two acquisitions expand and diversify the Carlsberg Group's strategic platform and support the growth journey that we're on. In his report, our Group CEO, Jacob Aarup-Andersen, will tell you more about both of these acquisitions. The Supervisory Board is convinced that these acquisitions will contribute positively to the value creation for our shareholders. 2024 was also a year where Carlsberg had to navigate in a world characterized by high uncertainty and low consumer confidence. This was not least the case in China, which is an important market for the Carlsberg Group.

Therefore, it's with great satisfaction that the Supervisory Board could note that Carlsberg yet again delivered good results with a solid development in earnings and solid cash flows. Revenue was DKK 75 billion, corresponding to organic growth of 2.4%. The growth was positively affected by price increases and a positive product mix in Asia and Central and Eastern Europe, while volume growth was quite modest, particularly because of headwinds in consumer demand in important markets such as China and France. Operating profits were DKK 11.4 billion, corresponding to an organic growth of 6%. This was the result of a very satisfactory development in our gross margin and a continued focus on cost control, which also allowed for an increase in our growth investments, including in sales and marketing.

Annual net profits for the continuing business, that is, without taking into account the effect of the sales of Baltika Breweries in Russia, was at DKK 6.9 billion. Net profits for the total business, including the positive effect from the sales of Baltika Breweries, was DKK 9.1 billion. Earnings per share for the continuing business, adjusted for special items, was DKK 54.9. That was a small increase of 0.6% compared to the year before, which was due to the lower number of shares. In his report, Jacob Aarup-Andersen will take you through the annual results, including the individual market regions. In 2024, Carlsberg paid out a dividend of DKK 3.6 billion to the company's shareholders. Furthermore, the company carried out a share buyback program at DKK 2 billion, and that means that cash return to our shareholders in 2024 amounted to DKK 5.6 billion.

The share buyback program was stopped in connection with the announcement of the acquisition of Britvic, because this acquisition means that our debt for a while would be above the level of a maximum of 2.5 times the EBITDA, which is deemed appropriate. And therefore, in the coming year, we will have a sharp focus on bringing down the debt so that net interest-bearing debt by the end of 2024 has reached a maximum of 2.5 times EBITDA. Carlsberg's dividend policy indicates a dividend payout corresponding to about 50% of annual net profits. In spite of the higher debt level, the Supervisory Board will maintain this dividend policy. And therefore, the Supervisory Board proposes to the AGM that we pay out a dividend of DKK 27 per share, corresponding to 49% of the adjusted net profits, excluding the sales of Baltika.

Total dividends will therefore, again this year, correspond to DKK 3.6 billion taken from the company's reserve. As per 31st of December 2024, the reserves amounted to DKK 23.5 billion. As mentioned, Carlsberg has not issued a separate sustainability report this year, as this reporting, in accordance with the new rules, are integrated in the company's Annual Report. Carlsberg has a comprehensive sustainability program called Together Towards ZERO and Beyond. As a part of this program, we have set a number of ambitious targets in a number of areas within sustainability. This concerns reduction of CO2 emissions in our value chain, the use of sustainably produced raw materials, increased use of recycled bottles and reusable packaging, a reduction of the company's water consumption, not least in areas with a lack of drinking water, promotion of responsible alcohol culture, and the elimination of work-related accidents.

As I mentioned, some might find the new sustainability reporting a tedious read, and rightly so. Therefore, I would like to urge you to visit Carlsberg's website and read more about the progress achieved in 2024. Here, you can find exciting descriptions of a number of initiatives within the mentioned focus areas. Examples of these initiatives are electric trucks in Sweden, a solar farm in Denmark, environmentally friendly rice paddies in Laos, and water protection projects in China, Laos, India, and Cambodia. Now, let me change track and touch upon the work we do within corporate governance, as well as our Remuneration Policy for the Supervisory Board and the Executive Management. At Carlsberg, we work actively with good corporate governance, and we have published our statutory report on corporate governance and our compliance with the recommendations from the Committee for Good Corporate Governance. This report is available on our website.

In the report, you can read that Carlsberg fulfills all of the 40 recommendations except for two. The first one of these is the issuance of quarterly reports, where Carlsberg, for the first and third quarter, will instead issue a so-called trading statement with a focus on our sales development across regions and markets. The other one concerns our People and Culture Committee, where the share of so-called independent members constituted 50% and not more than 50%, as the recommendation states. Each year, the Supervisory Board carries out an evaluation of its work and composition. In 2024, this evaluation took place on the basis of conversation between each board member and me, and also a report carried out by an external consultancy firm on the basis of an anonymous survey among the board members. Apart from that, I have also held individual evaluation conversations with the entire Executive Committee.

Once again, the board members expressed great satisfaction with the work and collaboration in the Supervisory Board and with the work and results of the Executive Committee. Of course, we can always do better, and therefore, we've prepared an evaluation report with a number of suggestions that have been discussed in the Supervisory Board and with the Executive Committee. On that background, we have prepared an action plan with initiatives that have already been launched. The Supervisory Board has set a number of goals for diversity when it comes to international experience and gender. When it comes to international experience, the target is that at least half of the AGM-elected members of the board should have significant international management experience, not least due to the fact that about 95% of Carlsberg's business takes place outside of Denmark, and the Supervisory Board lives up to this goal.

When it comes to gender, the company's target is that the share of the underrepresented gender should constitute at least 40% of the Supervisory Board's AGM-elected members by 2028. In Carlsberg's Supervisory Board, we had three women out of the nine AGM-elected members in 2024, corresponding to 33%. At today's AGM, eight candidates, four women, and four men are up for election. Pending the approval of the AGM, we will therefore achieve an equitable distribution of genders in the Supervisory Board. Carlsberg has a Supervisory Board with a high degree of diversity when it comes to competencies within areas such as finance, sustainability, production, sales and marketing, management experience, regional and cultural knowledge, as well as knowledge of consumer goods companies. Later today, the AGM will be asked to approve the specific remuneration for the Supervisory Board for 2025.

The Carlsberg board receives a fixed fee and does not participate in any sort of incentive pay. Based on a proposal from the Remuneration Committee, the Supervisory Board proposes to the AGM that the base fee is increased by 3.5% to DKK 487,000 per year. This increase is proposed to reflect the expected general pay increase in Denmark and to maintain parity with board fees in peer companies. The composition of the remuneration appears from the convening notice. The elements in the remuneration for the Executive Committee were unchanged in 2024, and they were in accordance with the remuneration policy adopted by the AGM in 2024. The remuneration is meant to reflect the tasks of the Executive Committee and the value creation for the shareholders, as well as the conditions in other comparable international companies. The remuneration consists of three components. First of all, the fixed fee.

Second of all, an annual cash incentive program based on the achievement of a number of specifically set targets. And thirdly, a share-based remuneration based on the achievement of five specific goals for a three-year period. This means that two out of three components in the remuneration of the Executive Committee are variables, which means that they are closely linked to the interests of the shareholders and will only be paid out if Carlsberg delivers on the targets set. The composition of the remuneration for the Executive Committee in 2024 appears from page seven in the Remuneration Report, and the total paid-out remuneration for the Executive Committee can be seen on page eight.

It is the conclusion of the Supervisory Board that we have complied with our remuneration policy in 2024, and the Remuneration Report, which is on item four on today's agenda, has, of course, been elaborated in accordance with that. Today, we suggest two new members for the board. One of them is Winnie Ma. Winnie is a Chinese citizen that has worked for a number of American and European consumer goods companies in Asia throughout her professional career. Winnie has extensive international management experience and, furthermore, significant insight into and understanding of the Asian consumer and consumer behavior, including not least the Chinese consumers. The second candidate for the board is Jens Hjorth, who is a professor in astrophysics and a member of the board in the Carlsberg Foundation. And as such, he is up for election as a candidate for the Supervisory Board of Carlsberg.

This year, the board will say goodbye to three members who are not up for election. Richard Burrows joined the board in 2009, and throughout his long tenure, he's been a significant capacity in the board's work. He deserves a very special recognition for his very competent contribution to Carlsberg throughout 16 years. Michael Aro joined the board in 2022 and has made important contributions to the board, not least in connection with the last year's changes in the group management and Carlsberg's exit from Russia. Finally, Søren -Peter Fuchs Olesen will not stand for reelection. Søren -Peter has been a representative for the Carlsberg Foundation on the Supervisory Board, but as he turns 70 in 2025, he will step back from the Supervisory Board in accordance with the Carlsberg Foundation Charter.

Søren -Peter has made a great and dedicated contribution to Carlsberg's board, among other things, in connection with our research laboratory and innovation. On behalf of the Supervisory Board, I would like to thank Richard Burrows, Mikael Aro, and Søren -Peter Fuchs Olesen for their valuable contribution to the Supervisory Board. Let's give them a big hand. Four. The purpose of Carlsberg's products is to be a part of good times and happy moments for our consumers, whether it be a beer with your friends, a Somersby on a warm summer's night on the beach, an alcohol-free beer after the bike ride, or a soft drink with your popcorn at the cinema. I would like to take this opportunity to thank the many millions of consumers all over the world who enjoy our products. I would also like to thank you, our shareholders, for your support for Carlsberg.

It is highly appreciated. Last but not least, I would like, on behalf of the Supervisory Board, to thank the group management, our extended group of managers, and Carlsberg's skilled and dedicated employees for their great efforts again in 2024, and with those words, I will leave the floor to Group CEO Jacob Aarup-Andersen, who will add to my report and take you through the key figures in the accounts for 2024.

Thank you, Henrik. Dear shareholders, I'd also like to wish you a good evening and welcome you to this year's AGM. The AGM is a very special event for me as CEO. It is the day that I can talk directly to all of you, Carlsberg shareholders, about the year under review and our plans for the future, and I can also have a good dialogue with you to any questions and queries that you may have. As the chairman said in his report, 2024 was very much an eventful year for Carlsberg. Unlike recent years that we had headwinds in the form of COVID, war, and inflation that we handled, but in 2024, well, that was a year in which we added a number of cornerstones to the growth journey that Carlsberg is now engaging on.

The first milestone was the launch of our updated strategy, Accelerate SAIL, that the chairman just talked about, and I had talked about it last year from this restaurant. Accelerate SAIL sets the course for how we want to create organic growth in revenue and not least in earnings. With this strategy, we've defined the categories that we want to focus on, how we're going to grow and in which markets, which competencies we need to strengthen, and how we will continue creating economic elbow room that allows us to invest in the future. Even if 2024 was a kind of transitional year for Accelerate SAIL, in which we developed and adapted the organization and started up a number of initiatives for the strategy and the execution, I was very satisfied to see that we were still able to see progress in all our growth categories.

Our portfolio of international and local premium beer brands grew by 2%. Our international premium brands are Carlsberg, Tuborg, 1664 Blanc, and Brooklyn. They all delivered growth. Our non-alcoholic beer grew by 6%. This is not least due to good growth from the non-alcoholic versions of Carlsberg, Tuborg, and 1664 Blanc. But also, we have local non-alcoholic brands such as Swedish Eriksberg, Finnish Karhu, Polish Okocim, and the Greek Fix. Our brands in what we call Beyond Beer, that's like cider and hard lemonade, as we call it, grew all in all by 5%. And finally, we have our soft drinks portfolio. It grew by 1%. We saw good growth for Pepsi and our own energy drinks, Battery and Flash Up. Soda Pop. Well, that's very important in media coverage of Carlsberg in 2024 because of the second big milestone, the acquisition of Britvic.

As you probably know, Carlsberg has more than 30 years' experience running an integrated beer and soft drink business from production to sales distribution. We do it in Norway, Sweden, Switzerland, Laos, and Cambodia. And from January this year, we're also doing it in Great Britain and Ireland and together with Pepsi. And that's together with Pepsi. In Denmark and Finland, we have a good partnership with Coca-Cola. Many of you probably don't know Britvic. Let me give you a quick introduction to this fantastic company, which in our assessment fits like hand in glove to Carlsberg, both locally in the UK, in the Western European region, and in the group as a whole. Britvic is the second largest soft drink producer in the UK and Ireland. In both countries, they produce and sell Pepsi's soft drink products. In addition to Pepsi, Britvic also has a number of iconic brands.

They have Tango, that you might call England's reply to Tuborg Squash. In 2024, Pepsi products were about 50% of Britvic's revenue, while the remaining 50% were generated by the company's own brands. Britvic has around 30 different brands in categories such as soda pop, tonic, iced coffee, and juices. Thanks to a strong brand portfolio and an extensive and very skillful managerial group and employees, Britvic has, for a number of years, delivered growth results, both on top line and bottom line. If you look at Carlsberg, soft drinks in 2024 were around 28% of the total volume in the Western European region. So this does not include Britvic.

As you can see clearly from the diagram here on the right on the screen, the profitability in the markets where we have a combined beer and soft drink business is higher than in the Western European region as a whole. This is because of the considerable cost synergies that you have when you combine beer and soft drinks, but also sales synergies because the combined portfolio gives our colleagues in sales a better possibility to cover the market broader and to make better deals with the customers. In addition, there are categories in soft drinks that are in structural growth. This applies to the sugar-free products in particular. There's an increasing demand here. We have achieved clear results with Pepsi Max in Norway and Sweden, for instance.

And that's why Carlsberg's acquisition of Britvic also makes very good sense from a strategic and operational and a financial point of view. Britvic will contribute to the growth ambitions we've set with Accelerate SAIL. The combination of Carlsberg's UK beer business and Britvic will be transformative for our presence in the British market. We expect to realize cost synergies of around GBP 100 million. The acquisition of Britvic was concluded on the 16th of January this year. I can promise you we've been busy ever since. There are strict rules in the U.K., so we've had very limited access to Britvic until the 16th of January. But this doesn't mean that we were doing nothing. No. We did everything we could to prepare.

So we had very enthusiastic teams in all functions that immediately got on board in the great integration job, which is now ongoing at all levels locally in the region and across the whole group, so that we can deliver on the synergies that we promised our shareholders, that is, you. Now, the acquisition of Britvic means that Carlsberg has become Pepsi's biggest partner in Europe and among the biggest in the world. This gives us opportunities to expand our cooperation into new markets where both companies can benefit from that. This leads me to the year's third milestone, the further expansion of the cooperation with Pepsi. In September, we're able to publish that from the 1st of January, 2026, we will take over the Pepsi license in Kazakhstan and Kyrgyzstan.

This is going to double our present business in Kazakhstan and make this market one of the 10 biggest for us globally. The fourth milestone that the chairman also mentioned, we're able to announce in November, where finally, after years, very many years of difficult negotiations, we were able to buy out our partner in India and Nepal.

So we have 100% ownership of the business in both of these countries. Not least as regards India, this is a very interesting future we're looking at. Unlike many other countries, the Indian beer market is a growing market, both in volume and in value. Even if there are many people in India, many people, I mean, they don't drink alcohol, and many of them don't, but there's still 140 million people in India who do, and more of them drink beer instead of stronger liquor that has traditionally dominated the market. Carlsberg started its journey in India in 2007. Since then, we've followed a carefully planned expansion strategy, so today, we're actually number two with a market share of about 21%.

If you look at the states where we are present with our products, over the last decade, we've been able to create growth in India twice as high as the market growth. This is really an impressive performance by our local colleagues in India. As a Dane, I'm proud to say that the good results in India have been achieved with two brands, Carlsberg and Tuborg. Not least, Tuborg has done very, very well. This is a very Danish beer brand with almost 150 years of service. It has been and still is the second biggest beer brand in India and the biggest international beer brand in the country. It's particularly the local Tuborg Strong that has contributed to this result. Now that we have full control, in the coming years, we will invest in developing our Indian business so as to support and hopefully further accelerate the growth.

In December, we launched 1664 Blanc in the super premium segment. It's a small segment, but it's a very fast-growing segment in the big cities in India. The last milestone I wanted to talk to you about was the sale of the Russian business in December. The sale of Baltika Breweries marked the end of a very sad chapter in Carlsberg's history started when the terrible war in Ukraine broke out. We are really pleased that after turbulent years, we have succeeded with the final sale. The proceeds amounted to about DKK 2.3 billion. This has been spent partially for financing the interesting acquisitions I've just talked to you about. Now, let me look at the result under review and take you through the results. Firstly, three regions.

The Western European business delivered solid results despite a sort of subdued consumer trust and we also had some supply chain challenges in certain markets. On this background, the total volume fell by 1.1%. We did see, however, a small positive development of the drinks, particularly because of progress in soft drinks, not least in Norway, Sweden, and Finland. Again, in 2024, we had to introduce price increases to offset the increase in our total costs. So our revenue went up organically by 0.9%. We saw solid organic progress in operating results, 5.2%, because of improved gross margin, which more than offset the growth-directed commercial investments we made in the year under review. The reported progress in the operating result was 6%. The slightly higher reported growth was because of a positive currency effect. All of this gave an operating margin of 13.9%, up just over half a percentage point.

Our results in Asia were characterized by the economic slowdown, which was particularly in China, and it influenced consumer behavior across the region. Combined with bad weather in certain markets during the high season, our volume fell by just about 1%. Like in Western Europe, we did see progress for other drinks. They grew by 1.2%. As a result of price increases, not least in Laos, that has a very high rate of inflation and positive product mix, the revenue in Asia organically went up by 1%. Just like in Western Europe, the gross margin was improved. And this was not least a result of the efficiency enhancement initiatives we are taking right now in all three regions as a part of Accelerate SAIL. The operating result grew organically by 7.9%. Unfortunately, we were up against negative currency development, not least in relation to Laos.

We had to implement special accounting requirements that take account of unusually high inflation, so-called hyperinflation. I'm sure our auditors had a good time with that in the year under review. The reported operating result just went up by 1%. The operating margin was still strong at 22.6%.

This was an improvement, again, of half a percentage point over the year before. Our last region, and in 2024, we actually changed it to also include India. This means that this region is now called Central, Eastern Europe, and India, or CEEI. Lots of people have asked us, "Do we have a creative approach to geography, or do you have any political motives by combining India with Central and Eastern Europe?" The brief answer is no. No. The reason for this change is also managerial. It is because our three special growth markets, China, Vietnam, and India, were all under the same regional management, while the Central and Eastern European divisions without Russia had become rather small and did not have a big important market.

Therefore, we saw it was better utilization of our managerial resources if one of the important growth markets changed regions, and it made most sense to move India. Now, despite the continued challenges because of the war in Ukraine, the region had a good year, wonderful growth in volume, revenue, and earnings. The volume grew 4%. This was growth in practically all markets. Revenue went organically by 7.8%, and the operating result went up by as much as 9.6%. Despite headwinds in currencies, the operating result went up by a satisfactory 6.8%. The operating margin was 18.5%, a bit better than the year before. And now to the group's consolidated result. The volume sold in 2024 grew a bit by 0.5% to 125.7 million hectoliters. The revenue per hectoliter grew organically by 2%. This meant that the organic growth in revenue was 2.4%.

The reported growth, including currencies, was 1.9%, primarily because of the currencies in China, Ukraine, and Laos. The gross result grew organically by 5.9% thanks to the higher revenue per hectoliter and declining production costs because of the efficiency enhancements that we've carried out and slightly lower raw material costs. The reported gross result was DKK 34.4 billion. The gross margin was improved by 1.2% to 45.8%. The reported operating result was DKK 11.4 billion. The organic growth was 6%. Because of the weakened currencies, the reported growth was 2.8%. The operating margin landed at 15.2%, slightly higher than the year before. Special items net amounted to minus DKK 519 million. This was affected particularly by costs related to the acquisitions carried out, and they were under review. In addition to Britvic and our partners in India and Nepal, we also acquired Marston's 40% ownership share of the UK business.

It was a precondition for carrying out the acquisition of Britvic. We bought a share of Mikkeller here in Denmark and a share of a French microbrewery. Financial costs amounted to DKK 905 million net. This was higher than the year before, and this was obvious because of a higher level of interest rates and higher interest-bearing debt. Taxes were DKK 2 billion, corresponding to an effective tax percentage just under 20%. The Carlsberg Group's share of the corporate result for the continued business, including the effect from the sale of the Russian business, that was DKK 6.9 billion. The adjusted net result for the continued business, regulated for special items after tax, amounted to DKK 7.3 billion. The total net result, including the effect from the sale of Baltika Breweries, was DKK 9.1 billion. The free cash flow amounted to DKK 9.8 billion.

This is the net result of cash flows from operations of DKK 11.3 billion and cash flows from investment of minus DKK 1.5 billion kroner. The net interest-bearing debt at the end of 2024 amounted to DKK 27.4 billion in relation to EBITDA, which is the result before depreciation, interest, and tax. The debt was 1.73 times, which was certainly within our goal of maximum two and a half times. As the chairman said, this number has increased markedly after the acquisition of Britvic on the 16th of January, as was to be expected. In the coming years, no less than at the end of 2027, we'll be back at 2.5 times EBITDA. We think that's appropriate for a company such as Carlsberg in the long run.

Now, in connection with the acquisition of Britvic, in connection with the number of banks, we introduced an intermediate-term financing of the purchase sum about a month ago on the 19th of February. We introduced corporate bonds to the market to refinance this intermediate-term financing. I'm very proud and satisfied to tell you there was a great interest from investors to bid for these bonds. We ended up at a very interesting interest level. So good work here by our CFO and our good colleagues in finance. Now to our expectations for 2025 concerning earnings. Well, there is uncertainty again this year in regards to development consumer trust in Asia and in Europe. We expect a moderate increase in our total costs, not least driven by the investment we are making in growth. There's no change in our approach to increasing growth.

We intend to fend them off by a higher turnover per hectoliter and strict cost control. On this background, we expect to deliver organic growth, the primary operating result of 1%-5%. This expectation does not include the effect from the acquisition of Britvic. We are still getting the full overview of all of these sales of this business. The financial year that ended on the 13th of September 2024, Britvic delivered an adjusted result of primary operations of GBP 250 million. So this is a good starting point for 2025, we believe. Now, before I finish my report, I'd like to mention that in 2024, we strengthened the top management group, what we call the ExCom. We have a number of new profiles internally from Carlsberg and from outside. So today, we have the right competences to execute Accelerate SAIL.

The new members of ExCom bring in competencies within technology, marketing, and HR. Now, this brings me to the end of my report. I'd like to take the opportunity to thank the Supervisory Board for their support and cooperation in the year under review. I'd also like to thank very much all our committed, enthusiastic employees. It's a great pleasure to work with you. And finally, a big thanks to you, shareholders, for supporting us, supporting what we all feel is our Carlsberg. With these words, I recommend Carlsberg's Annual Report for 2024 to the AGM for approval. Thank you for your attention.

Jacob Aarup-Andersen
CEO, Carlsberg

[Foreign language].

Thank you. Before I open the debate, I should inform the AGM that the ExCom, the Supervisory Board, and the company auditors have signed the Annual Report. There's an audit report opinion on page 199.

It's been translated into Danish, and it reads as follows: "In our opinion, the consolidated financial statements and the parent company financial statements give a true and fair view of the group's and the parent company's financial position as of 31 December 2024 and of the results of the group's and the parent company's operations and cash flows for the financial year, 1st of January to 31st of December 2024, in accordance with IFRS, as adopted by the EU and further requirements in the Danish Financial Statements Act." With that, we can open the debate, and we already have two speakers on my list: Mikael Bak from the Association of Danish Shareholders and Mr. Bjørn Hansen. If anyone else should wish to take the floor under items one to four, please approach Andreas up here to my left. Please bring your access card and your voting slip.

But first, I give the floor to the Association of Danish Shareholders by Mr. Mikael Bak. You have the floor.

Mikael Bak
Shareholders, Danish Shareholders' Association

[Foreign language].

Thank you for the floor. It's a pleasure to be back in what we might call the most beautiful AGM in Denmark. And thank you for a good report. As mentioned, I'm the head of the Association of Danish Shareholders. We have 16,000 members, many of which are also shareholders in Carlsberg. First of all, thank you to all of the employees and to the management of Carlsberg for their good efforts in 2024, and thank you for the good dividends. The share price was not as good in 2024, but we are happy to see that it has rebounded in 2025. So if you can continue along the lines of the first quarter, you will hear no complaints from us. But back to my script.

This is an uncertain time in the world, and most of your revenue comes from outside of Denmark, as we heard. In this beautiful Annual Report, we also see a risk analysis that we appreciate. As an investor, it's a good thing to focus on just that. And my first question is about the geopolitical risks. These have been very briefly mentioned in the report, and therefore I would like to ask about this in more detail. How do you evaluate the current risks concerning the Chinese market? Is it an increased risk, or is it more stable in 2024? And in particular, in 2023, we talked a lot about China and human rights and the breweries' activities in China. So I would like a clarification of this aspect. Secondly, the European market, we might call it our home market, which is becoming increasingly important.

We have been pleased to hear about the acquisition of Britvic. Do you expect more acquisitions along these lines of corporations in the coming years? And could you also venture a guess as to which markets in Europe seem to be the most interesting at present? And thirdly, the negative consequences or the uncertainty that we are seeing at the moment in the U.S., how do you expect that to influence the earnings of Carlsberg? Could it affect the American brands? Can we expect higher prices, or is there anything else that we should be prepared for as shareholders with the crisis that we're seeing in the world around us? And talking about crises, it's definitely not boring following the development at the moment, but it's nice to see that you managed to exit Russia and you carried out the sales. You did incur a loss.

Will that affect your analysis of values and prices elsewhere in the world where you might also be hit by depreciations? Finally, I would like to say to you, Jacob Aarup-Andersen, you have been the CEO since 2023, and we're glad to have you on board. Now that we're gathered here today, I would like to ask you, from a shareholder to the CEO, what your personal view is. What has been the most positive surprise, or perhaps also what has been the most negative surprise or the most challenging thing internally? To round off, I would just like to wish you all a very good 2025. Ja tak. Yeah.

Thank you very much. I will give the floor to Jacob Aarup-Andersen, Group CEO, for an answer.

Jacob Aarup-Andersen
CEO, Carlsberg

[Foreign language].

Thank you very much, Mikael. Where did you go? There you are. Thank you. Let me just get my notes straight. Many questions in a very short amount of time. Well done. First of all, thank you for the dialogue. Thank you for your interest. Thank you for your support and the sparring that we get from your side. We highly appreciate it. It's important to us to have a close dialogue with you in this sort of forum and also externally, of course. First of all, you asked about the Chinese market. When it comes to our activities in China, it is quite right that it has been a subject for discussion at previous AGMs. Our view on China is completely unchanged. China is an important part of Carlsberg's strategy and will continue to be an important part. It is still our ambition to increase our business in China.

We have an incredible portfolio and a strong team, and we are going to continue to win market shares. In spite of that, there's something going on on the slide above my head. I'm sure it's all part of a plan. But in spite of the geopolitical uncertainty, there's no doubt that as a society, we benefit from trading internationally, and China is an important part for the business of international companies such as ours. That said, we take a great deal of responsibility for our business and for making sure that our Chinese business also lives up to all the right standards. But China remains a strong market for us. Then you asked about Europe and Britvic and other opportunities that might arise. In the coming year, it's important to us to focus on integrating Britvic.

We want to realize the GBP 100 million in synergies that we have promised you, and we want to make sure that we continue the strong underlying growth in this portfolio. We want to expand our soft drink portfolio even more through more partnerships and agreements. That is no surprise if you read our reports. There are great synergies to be found between beer and soft drinks, as I mentioned in my report. I would love to be more specific here, but for competition reasons, it's difficult for me to tell you about specific markets and plans. But we have previously said that we are open, if the right opportunities arise, to add more markets due to the value creation that we can see that this can lead to. Then you asked about the geopolitical situation in the U.S.

Let me just state for the record that there's a lot of discussion about customs and tariffs these days. And our business in the U.S. is quite limited. We export not very great volumes to the United States, and therefore the discussion about tariffs going to and from the U.S. is not something that affects us a great deal. But of course, we are monitoring the broader situation and the broader debate about American products and consumer behavior. And in this company, we have a long-term and valuable partnership with several American companies like Coca-Cola in Denmark and other American brands, and we will continue to develop these partnerships even under the current turmoil. So they might be foreign brands, but they are also Danish products produced by Danish colleagues.

We have 800 colleagues in Fredericia here in Denmark producing American brands alongside Danish brands, but these are Danish products produced in Danish factories for Danish customers. So the geopolitical turmoil is broader than what we can go through here from this rostrum today, but we are monitoring the situation and we will react accordingly. Then you asked more broadly about the effects of Russia and what that will mean to our activities in other countries. Of course, we have learned our lessons from the Russian situation, and I know that your question, of course, also concerns our exposure in China, but we see no reason to change our view as to the value we place on our Chinese business. For instance, we have an annual impairment test of all of the assets in our portfolio, and we are quite comfortable with the position we have in our balance sheet.

We have a very strong geographic diversification across our portfolio, and this does a great deal to protect the overall value of Carlsberg. That is, in fact, that we sell and market our brands in more than 150 countries. But of course, we are continuously monitoring whether we need to make any adjustments. But currently, no, this has not led to any changes. And if we would have had to impair anything, then it would have appeared from the Annual Report. I can assure you that. And now for the more personal question, well, how much time do I have? Can I have an hour? Well, first of all, thank you for the nice words. It's only 18 months that I've been here, and I hope this will be the beginning of a long journey together. First and foremost, I have been blown away by positive impressions.

It's not just a cliché. It's really my honest-to-God opinion. The biggest surprise has been how local beer is. Once you go into the business, beer is a very local product. Consumer preferences vary a great deal from market to market, and that's the strength of Carlsberg, that we have great country organizations that can combine our local brands with our international brands in order to create unique portfolios, which means that the customers don't have to leave us, whatever their preference is. That is a strength of Carlsberg that has surprised me positively. Also, the culture of our employees is quite unique. We have amazing employees all over the globe, and that gives us a great foundation for the work we do and our continued journey when it comes to Accelerate SAIL.

When you have such dedicated and proud employees, Sue is our new HR, head of HR, and she was surprised when she joined us as to how low our churn is among our employees. They don't really tend to leave us. I also have been surprised about the increased growth in the alcohol-free segment. That's really a very strong portfolio these days. Negative aspects, you would like to hear something in that category as well. What surprised me the most in this respect was the extent of geopolitical uncertainty. I hadn't expected to spend so much of my first 18 months on geopolitics. It's a condition that we have to work with, and I think we've handled it well as an organization. We have a very robust organization in top management as well as among our employees and with a history of 178 years.

Thus, it's no wonder that we are quite a robust company. But if you ask other C25 index companies, they will probably share some of those perspectives that the uncertainty has been quite extensive. I hope that answers your questions. Thank you very much.

Ja tak. Thank you. The next intervention will come from Bjørn Hansen. He's down here, has agreed with him. I'm going to read out his question here from the rostrum. It sounds as follows. We have a number of questions to Carlsberg's management and leadership here at the AGM concerning the Annual Report for 2024 and political and financial results. Now, first, the loss in 2023 is DKK 39 billion, just over that, and the gain in 2024 was plus DKK 8.5 billion. Who covers these losses and how? Question two. Russia has paid just over DKK 2 billion in 2024. How was that done?

And is the figure correct? Is it money from insurance companies? They're paying in convertible currency, or is it in rubles? Those were the questions that Bjørn Hansen would like an answer too, and Jacob Aarup-Andersen, you get the floor for a reply.

Thank you, Bjørn. I wasn't expecting questions about 2023. We can do it. It's okay. Looking at the loss in 2023, it was because of the full impairment of the Russian business. So it does not affect. This is an accounting impairment that's done, right? A write-down, but not a cash amount that left us. The net result was actually a plus of DKK 7 billion if you disregard that write-down. That was the write-down that was done in the financial statements. In 2024, again, if we exclude Russia, it was DKK 6.9 billion.

So if you remove the effect from Russia, it's DKK 7 billion in 2023, DKK 6.9 billion in 2024. So there's no loss to be covered by anybody. In accounting terms, there is an effect, yes, but there's no negative cash flow to be covered by anyone. I hope that was good news. And then you had a question concerning Russia and the sale there. The 2 billion, it is true that, well, you're asking first of all if the amount is correct. Yes, it certainly is. We have many good people who are good at using a calculator, and so I'm very comfortable about that. The sale of the Russian business was done as what is called a Management Buyout. It was management in the Russian business that bought it. RUB 34 billion was the sales price. That was then converted into Danish kroner, DKK 2.3 billion.

That money is in our account in kroner, not in rubles. I promise you that. That number can also be seen in the Annual Report that we published at the beginning of the year. So hopefully, that gives some clarification. Thank you.

Thank you. No one else has asked for the floor. So this means that I can finalize the debate, and we can then move on to making decisions concerning items one to four on the agenda. The Annual Report, I find that you have taken notice of the report with the supplementary comments that have been made by shareholders and management, item two, concerning the presentation of the Annual Report and granting of discharge. Discharge means that you give a response. You give freedom from responsibility for what is in the Annual Report for 2024.

Before we make the decision, I should say first that Carlsberg generally would like the exact result of votes to be recorded for each proposal on the agenda so that it could be established precisely how many vote in favor and how many vote against a given proposal. I propose that we seek to achieve that without a written ballot, as we've done at previous general meetings. In relation to the specific items on the agenda, we may determine the exact result of the vote without a ballot if the general meeting agrees to the following procedure that we've used before. First, participants can indicate if anybody wishes to vote against or abstain from voting. If this is just a limited number of shareholders who want to vote against or abstain, they can then hand in their voting slip, voting against or abstaining.

I then assume that everyone else is in favor. So we can then calculate the exact result of the vote. Once we've done that, we can add the proxies, including instruction proxies and postal votes, and this means that we can then give the precise result. If a large number of shareholders indicate they want to vote against, we will have a ballot, a written vote. I hope you can accept this procedure. We've used that before. Nobody objects. That's good. We will then proceed to item two, approval of the Annual Report and granting of discharge. Does anybody wish to vote against or abstain from voting? It does not seem to be the case, and I've not heard that anyone in room two has said anything to that effect.

So I take it that everyone in the room votes in favor and approves the Annual Report for 2024 and grants discharge to board and management. That brings us to item three on the agenda. This is the matter of the distribution of the profit. You've seen it in the invitation to this AGM. The proposal is DKK 27 per share. I can tell you that under the Companies Act, the AGM cannot decide on a higher dividend than the board has proposed. So does any shareholder wish to vote against or abstain? Does anyone wish to propose a lower dividend? That is not the case. Okay. I then take it that everyone in the room votes in favor of the proposed dividend of DKK 27 per share. So this has been duly adopted. Brings us to item four on the agenda. This is the Remuneration Report for 2024.

As you've seen from the convening notice, this is an advisory vote only. It means that if shareholders do not approve, Carlsberg in next year's or the year report for 2025 must explain how they've taken the result of the vote into account. Does anyone wish to vote against or abstain from voting? Does not seem to be the case. So the Remuneration Report has been duly approved in this advisory vote. That brings me to item 5A here. We have 5A and 5B. First, it's 5A. The approval of the Supervisory Board's remuneration for 2025 here. The proposal from the board is that the base fee be increased by 3.5% to DKK 487,000. As the chairman said, this is done in order to reflect the expected general market pay increases in Denmark and maintain parity with median board fees payable in peer companies.

It is thus proposed, in accordance with the remuneration policy, that the following fees will be paid. Ordinary board members will receive a base fee of DKK 487,000. The chair shall receive a fee of four and a half times the base fee. She'll not receive any further remuneration for any committed work. The deputy chair shall receive twice the base fee. The chair of the Remuneration Committee and the chairman of the people and culture committee shall each receive an additional fee of 50% of the base fee. The chair of the Audit Committee shall receive a fee of 113% of the base fee. Ordinary members of the Remuneration Committee and the people and Culture Committee shall receive a fee per committee seat of 38% of the base fee, and ordinary members of the Audit Committee shall receive an additional fee of 50% of the base fee.

I'd like to hear if anyone wishes to comment on that. It is not the case. Does any shareholder wish to vote against or abstain from voting? It is not the case. So the proposal has been duly approved.

That leads us to item 5B, which is a proposal to reduce the company's share capital for the purpose of cancelling treasury shares, and I can tell you that no one has left the AGM yet, so there are no new information about the representation of vote-bearing capital, and the proposal is that the company's share capital be reduced by nominally DKK 32 million from DKK 2.6 billion to DKK 2.653 billion by cancellation of 1,600,000 of the company's holding of B shares in accordance with the rules on capital reduction with a view to distribution to the shareholders.

The shares have been repurchased from 7th of February, 2024, to 21 June, 2024, for a total amount of DKK 1,505,616,211, corresponding to an average price per share of 20 DKK. And that means the capital reduction is carried out at a price of 4,705 DKK. As a consequence of the capital reduction, the share capital will be updated in Article 4 of the Articles of Association after final implementation of the reduction. As mentioned, this proposal must be adopted by no less than two-thirds of the votes cast and of the voting share capital represented at the AGM. And it has been marginally changed, but I can inform you that we still have a total of 92.73% of the votes and 79.7% of share capital. So that is what we need to know for this item on the agenda. Does anyone wish to vote against or abstain?

That is not the case. Therefore, I can conclude that the proposal has been adopted. That leads me to item six, election of members to the Supervisory Board. According to the Articles of Association, the board members elected by the AGM are elected for one year at a time. This year, the Supervisory Board proposes re-election of Henrik Poulsen, Majken Schultz, Magdi Batato, Lilian Fossum Biner, Bob Kunze-Concewitz, and Punita Lal, and election of Jens Hjorth and Winnie Ma as Henrik Poulsen mentioned. I can also inform the assembly that in accordance with Section 120, Subsection 3 of the Danish Companies Act, information about the candidates' executive functions in other companies must be provided prior to the election at the AGM.

A short presentation of each of the eight candidates was included in the convening notice, including a link to the company's webpage where information as to their other executive functions are set out. So this information has been available. Are there any other proposals? That is not the case. I can therefore conclude that the candidates have now been elected. Congratulations. That leads me to item seven on the agenda, which is the election of auditor. Here, I can inform you that pursuant to Article 33 of the Articles of Association, a state-authorized public accountant must be appointed, and based on the recommendation from the Audit Committee, the Supervisory Board proposes to re-elect PwC as auditor and to extend the audit assignment to also include the issue of an assurance report on the sustainability reporting in the management review. Are there any other proposals?

That does not seem to be the case. Therefore, PricewaterhouseCoopers has been re-elected. Item eight, this is a proposal to authorize the Chair of the general meeting. Here, the Supervisory Board proposes to authorize the Chair to register the resolutions passed with the Danish Business Authority and to make such additions thereto and amendments therein, including to the Articles of Association, as the authority may require for registration. Does that lead to any comments from the room? That is not the case. Does anyone wish to vote against or abstain? That is also not the case. That means that the proposal has been adopted. That leads me to the concluding remark that we have now exhausted the items on the agenda. That means that I only have left to resign as Chairman of the AGM.

Thank you very much for good order and for your constructive cooperation, and I give the floor back to the Chairman of the Supervisory Board.

So all that's left for me is to thank the Chair of the meeting for his competent management of our AGM and to thank all of you shareholders for your support and for appearing here today. Thank you and have a safe journey home.

[Foreign language]. Did the best thing begin with curiosity? Probably. [Foreign language]. That's refreshing. That's something. Uh-huh. [Foreign language] . That's a great choice. Hey, yo, what you having? Brooklyn. Brooklyn! Is that my girl? Yeah, that's right. Nah, for real, where'd you get that? Brooklyn? What's up, what's up, what's up? Where you at? It's just Brooklyn!

Henrik Poulsen
Chairman of the Supervisory Board, Carlsberg

Dear shareholders, I'd like to welcome you to Carlsberg's annual general meeting, both those of you who are present here in the room today and to those of you who are following the meeting via webcast. According to Article 23 of the Articles of Association, the AGM is presided over by a chairman elected by the Supervisory Board. We have asked Attorney at Law, Anders Stubbe Arndal, to be the chair of this AGM.

Before I give the floor to Anders, I'd like to introduce you to the people who are on stage with me here today. Next to me is the Chair, Anders Stubbe Arndal. Next to him, the company's CEO, Jacob Aarup-Andersen, our CFO, Ulrica Fearn, and the deputy Chair of the Supervisory Board, Majken Schultz. My name is Henrik Poulsen, and I am the Chairman of the Supervisory Board. The other members of the Supervisory Board are Mikael Aro, Magdi Batato, Lilian Fossum Biner, Bob Kunze-Concewitz, Richard Burrows, Punita Lal, and Søren -Peter Fuchs Olesen. They were all elected by the AGM in 2024. In addition, the employees have elected five members: Eva Vilstrup Decker, Erik Lund, Ivan Nielsen, Olav Jytte Olesen, and Peter Petersen. With these words of introduction, I give the floor to the Chairman of the AGM, Anders Stubbe Arndal. You have the floor. Thank you.

Anders Stubbe Arndal
Chairman of the AGM, Carlsberg

Before we start with the actual agenda, I'd like to give you a bit of information concerning security and some practical information. In case of fire, the fire alarm will be activated, and there'll be a sound, and all the guards will be notified via the radio system here at the museum. Obviously, no fire drills have been scheduled for today, so if you hear the alarm, please take it seriously. Get out of the building, you know, and follow the guide's directions. We have you to gather at Dantes Plads in front of Glyptoteket, where you'll have to wait for the fire brigade's permission to re-enter the building. There is a defibrillator in the building, and the staff has first aid training.

There are toilets, including for disabled persons, at the lower floor near the cloakroom and at the ticket sale and the entrance to the French paintings at the Henning Larsen Building. So, if you want to leave the meeting and re-enter, please bring your admission card because if you haven't got it, you can't get back in. If you leave the meeting and do not want to come back, please notify Julie Kærsgaard from Euronext. She's standing there at the back of the room, and please inform her that you are leaving the AGM before it's over. Now, Carlsberg will be live streaming this AGM on the company's website simultaneously with the AGM being held, and what is being done here at the AGM will be recorded also for the preparation of minutes.

So, if you want to take the floor to comment on the agenda items, please take a seat here on the front row, the right side when facing me. Speakers will then be giving their admission card and their voting slip to Andreas, who's sitting up here on the front row. The speakers' names will then be noted on a list, which will be given to me so I can introduce the speakers, and they will then take the floor in the correct order. Speakers, they can speak up here from the rostrum. If they don't want to be filmed, you can tell Andreas, and you can then remain seated in the front row and speak from there via a microphone. The press can take photos and film after the AGM, but not during. You can't do any audio files either.

There is one photographer present, and this is Carlsberg's internal photographer. This was it about the practical issues. My most first formal task as AGM chair is to determine whether the general meeting has been legally convened and forms a quorum. The notice of the meeting and the agenda, including the complete proposals, have been available on the company website since the 17th of February 2025, and shareholders who have requested so have been notified by email if you registered your email in the register of shareholders. So, the AGM has been convened with at least three weeks' notice. That is in accordance with the provisions of the Companies Act and Articles 14-2 and 15-1 of the Articles of Association.

On the 13th of January 2025, with a minimum of eight weeks' notice, the company announced the date of the general meeting and the final date for submission of data to be put on the agenda. Now, the following material has also been available on the company's website since the 17th of February in accordance with Article 19 of the Articles of Association and Section 99 of the Danish Companies Act notice, including information regarding total share capital and voting rights, documents to be presented, agenda and complete proposals, and forms for proxies and postal votes. The Annual Report, including the so-called CSRD report for 2024 and the Remuneration Report for 2024, have been available on the company's website since the 6th of February 2025. The agenda is in compliance with the articles.

Article 24 of the Articles of Association does not require that a specific part of the share capital must be represented to form a quorum. That leads me to the conclusion that a general meeting has been lawfully convened and forms a quorum in all respects. If anyone disagrees, please tell me now. Not the case. So, the AGM has been lawfully convened and forms a quorum. And before we start, I have to tell you how big a percentage of the share capital and voting rights are represented. I can tell you the 2,101,414,320, that's 79.40% of the capital, 92.73% of the votes, 708,000, just over 708,000. If this changes before we come to 5B on the agenda, I'll give you information about that. Now, the agenda is in accordance with the Articles of Association. Item 1, report on the activities of the company in the past year.

Item 2, presentation of the audited Annual Report for approval and resolution to discharge the Supervisory Board and Executive Board from liability. Item 3, proposal of distribution of the profit, including declaration of dividends. And 4, presentation of an advisory vote on the Remuneration Report for 2024. 5A, approval of Supervisory Board remuneration for 2025. 5B, proposal to reduce the company's share capital for the purpose of cancelling treasury shares. 6, that's selection of members to the Supervisory Board. 7, election of auditor and authorization, that's 8, authorization of the chair. Apart from 5B, all items in the agenda may be adopted by a simple majority. The proposal under 5B requires at least two-thirds of the votes cast and two-thirds of the voting share capital represented at the AGM.

And it's for this reason that if you leave the AGM before we come to these items, please talk to Julie from Euronext. Right. We will then start with the actual agenda. As in previous years, what we'll do is we'll address items 1 to 4 under 1. So, I give the floor to the Chairman of the Supervisory Board, Henrik Poulsen. You have the floor.

Henrik Poulsen
Chairman of the Supervisory Board, Carlsberg

[Foreign language].

Thank you, Anders. And once again, welcome. As you have seen, we are holding our AGM in the beautiful setting of the Glyptoteket again this year. On the 6th of February, the Carlsberg Group published its Annual Report, and for the first time ever, this was an integrated report covering both our financial and our sustainability reporting. The sustainability report was issued in accordance with a new set of rules known as Corporate Sustainability Reporting Directive, or CSRD for short.

Just like for many years, we've had uniform standards for financial reporting. CSRD aims at ensuring uniform and transparent reporting for the status and progress within environment, social areas, and corporate governance. There's a need for uniformity and credibility in companies' reporting, but unfortunately, that also means that our reporting about the many exciting initiatives to continuously improve Carlsberg's efforts within areas such as CO2, water consumption, and sustainable crops has become a quite boring read. We have tried to compensate for this by improving the section on our website that presents our many activities within the field of sustainability. On the 6th of February, alongside our Annual Report, Carlsberg also published our Remuneration Report for 2024. 2024 was a very eventful year for the Carlsberg Group. In February, we launched an updated strategy.

We announced and executed a number of acquisitions, and in December, we managed to conclude the very difficult situation in Russia by selling off our Russian business and at the same time settling all pending legal disputes. We named the updated strategy Accelerate SAIL, and as the name indicates, the ambition of the strategy is to accelerate the positive development that Carlsberg has seen throughout the past many years, now with a strengthened focus on driving growth in revenue as well as earnings.

At last year's AGM, we already told you about Accelerate SAIL, and therefore this year, I will just say that the board is 100% committed to the strategic choices and the financial ambitions that we announced with this strategy, and that the Supervisory Board is very happy with the work done in 2024 to develop and adjust the top management team, our organization, and our employees in order to lay the right foundation to execute this strategy. The two most important acquisitions were no doubt the British-listed soft drink producer Britvic, that has delivered good results and good growth throughout a number of years, as well as the acquisition of the remaining 33% share from our partner in India and Nepal. These two acquisitions expand and diversify the Carlsberg Group's strategic platform and support the growth journey that we're on.

In his report, our Group CEO, Jacob Aarup-Andersen, will tell you more about both of these acquisitions. The Supervisory Board is convinced that these acquisitions will contribute positively to the value creation for our shareholders. 2024 was also a year where Carlsberg had to navigate in a world characterized by high uncertainty and low consumer confidence. This was not least the case in China, which is an important market for the Carlsberg Group. And therefore, it's with great satisfaction that the Supervisory Board could note that Carlsberg yet again delivered good results with a solid development in earnings and solid cash flows. Revenue was DKK 75 billion, corresponding to organic growth of 2.4%.

The growth was positively affected by price increases and a positive product mix in Asia and Central and Eastern Europe, while volume growth was quite modest, particularly because of headwinds in the consumer demands in important markets such as China and France. Operating profits were DKK 11.4 billion, corresponding to an organic growth of 6%. This was the result of a very satisfactory development in our gross margin and a continued focus on cost control, which also allowed for an increase in our growth investments, including in sales and marketing. Annual net profits for the continuing business, that is, without taking into account the effect of the sales of Baltika Breweries in Russia, was at DKK 6.9 billion. Net profits for the total business, including the positive effect from the sales of Baltika Breweries, was DKK 9.1 billion.

Earnings per share for the continuing business, adjusted for special items, was DKK 54.9. That was a small increase of 0.6% compared to the year before, which was due to the lower number of shares. In his report, Jacob Aarup-Andersen will take you through the annual results, including the individual market regions. In 2024, Carlsberg paid out a dividend of DKK 3.6 billion to the company's shareholders. Furthermore, the company carried out a share buyback program at DKK 2 billion, and that means that cash return to our shareholders in 2024 amounted to DKK 5.6 billion. The share buyback program was stopped in connection with the announcement of the acquisition of Britvic, because this acquisition means that our debt for a while would be above the level of a maximum of 2.5 times the EBITDA, which is deemed appropriate.

Therefore, in the coming year, we will have a sharp focus on bringing down the debt so that net interest-bearing debt by the end of 2024 has reached a maximum of 2.5 times EBITDA. Carlsberg's dividend policy indicates a dividend payout corresponding to about 50% of annual net profits. In spite of the higher debt level, the Supervisory Board will maintain this dividend policy. And therefore, the Supervisory Board proposes to the AGM that we pay out a dividend of DKK 27 per share, corresponding to 49% of the adjusted net profits, excluding the sales of Baltika. Total dividends will therefore, again this year, correspond to DKK 3.6 billion taken from the company's reserve. As per 31st of December 2024, the reserves amounted to DKK 23.5 billion.

As mentioned, Carlsberg has not issued a separate sustainability report this year, as this reporting, in accordance with the new rules, are integrated in the company's Annual Report. Carlsberg has a comprehensive sustainability program called Together Towards ZERO and Beyond. As a part of this program, we have set a number of ambitious targets in a number of areas within sustainability. This concerns reduction of CO2 emissions in our value chain, the use of sustainably produced raw materials, increased use of recycled bottles and reusable packaging, a reduction of the company's water consumption, not least in areas with a lack of drinking water, promotion of responsible alcohol culture, and the elimination of work-related accidents. As I mentioned, some might find the new sustainability reporting a tedious read, and rightly so. Therefore, I would like to urge you to visit Carlsberg's website and read more about the progress achieved in 2024.

Here, you can find exciting descriptions of a number of initiatives within the mentioned focus areas. Examples of these initiatives are electrical trucks in Sweden, a solar farm in Denmark, environmentally friendly rice paddies in Laos, and water protection projects in China, Laos, India, and Cambodia. Now, let me change track and touch upon the work we do within corporate governance, as well as our remuneration policy for the Supervisory Board and the executive management. In Carlsberg, we work actively with good corporate governance, and we have published our statutory report on corporate governance and our compliance with the recommendations from the Committee for Good Corporate Governance. This report is available on our website. In the report, you can read that Carlsberg fulfills all of the 40 recommendations except for two.

The first one of these is the issuance of quarterly reports, where Carlsberg, for the first and third quarter, will instead issue a so-called trading statement with a focus on our sales development across regions and markets. The other one concerns our People and Culture Committee, where the share of so-called independent members constituted 50% and not more than 50%, as the recommendation states. Each year, the Supervisory Board carries out an evaluation of its work and composition. In 2024, this evaluation took place on the basis of conversation between each board member and me, and also a report carried out by an external consultancy firm on the basis of an anonymous survey among the board members. Apart from that, I've also held individual evaluation conversations with the entire Executive Committee.

Once again, the board members expressed great satisfaction with the work and collaboration in the Supervisory Board and with the work and results of the Executive Committee. Of course, we can always do better, and therefore, we've prepared an evaluation report with a number of suggestions that have been discussed in the Supervisory Board and with the Executive Committee. On that background, we have prepared an action plan with initiatives that have already been launched. The Supervisory Board has set a number of goals for diversity when it comes to international experience and gender. When it comes to international experience, the target is that at least half of the AGM-elected members of the board should have significant international management experience, not least due to the fact that about 95% of Carlsberg's business takes place outside of Denmark, and the Supervisory Board lives up to this goal.

When it comes to gender, the company's target is that the share of the underrepresented gender should constitute at least 40% of the board's AGM-elected members by 2028. In Carlsberg's Supervisory Board, we had three women out of the nine AGM-elected members in 2024, corresponding to 33%. At today's AGM, eight candidates, four women, and four men are up for election. Pending the approval of the AGM, we will therefore achieve an equitable distribution of genders in the Supervisory Board. Carlsberg has a Supervisory Board with a high degree of diversity when it comes to competencies within areas such as finance, sustainability, production, sales and marketing, management experience, regional and cultural knowledge, as well as knowledge of consumer goods companies. Later today, the AGM will be asked to approve the specific remuneration for this Supervisory Board for 2025.

The Carlsberg Board receives a fixed fee and does not participate in any sort of incentive pay. Based on a proposal from the Remuneration Committee, the Supervisory Board proposes to the AGM that the base fee is increased by 3.5% to DKK 487,000 per year. This increase is proposed to reflect the expected general pay increase in Denmark and to maintain parity with board fees in peer companies. The composition of the remuneration appears from the convening notice. The elements in the remuneration for the Executive Committee were unchanged in 2024, and they were in accordance with the remuneration policy adopted by the AGM in 2024. The remuneration is meant to reflect the tasks of the Executive Committee and the value creation for the shareholders, as well as the conditions in other comparable international companies. The remuneration consists of three components. First of all, the fixed fee.

Second of all, an annual cash incentive program based on the achievement of a number of specifically set targets, and thirdly, a share-based remuneration based on the achievement of five specific goals for a three-year period. This means that two out of three components in the remuneration of the Executive Committee are variables, which means that they are closely linked to the interests of the shareholders and will only be paid out if Carlsberg delivers on the targets set. The composition of the remuneration for the Executive Committee in 2024 appears from page seven in the Remuneration Report, and the total paid-out remuneration for the Executive Committee can be seen on page eight.

It is the conclusion of the Supervisory Board that we have complied with our remuneration policy in 2024, and the Remuneration Report, which is on item four on today's agenda, has, of course, been elaborated in accordance with that. Today, we suggest two new members for the board. One of them is Winnie Ma. Winnie is a Chinese citizen that has worked for a number of American and European consumer goods companies in Asia throughout her professional career. Winnie has extensive international management experience and, furthermore, significant insight into and understanding of the Asian consumer and consumer behaviour, including not least the Chinese consumers. The second candidate for the board is Jens Hjorth, who is a professor in astrophysics and a member of the board in the Carlsberg Foundation, and as such, he is up for election as a candidate for the Supervisory Board of Carlsberg.

This year, the board will say goodbye to three members who are not up for election. Richard Burrows joined the board in 2009, and throughout his long tenure, he's been a significant capacity in the board's work. He deserves a very special recognition for his very competent contribution to Carlsberg throughout 16 years. Mikael Aro joined the board in 2022 and has made important contributions to the board, not least in connection with the last year's changes in the group management and Carlsberg's exit from Russia. Finally, Søren -Peter Fuchs Olesen will not stand for re-election. Søren -Peter has been a representative for the Carlsberg Foundation on the Supervisory Board, but as he turns 70 in 2025, he will step back from the Supervisory Board in accordance with the Carlsberg Foundation charter.

Søren -Peter has made a great and dedicated contribution to Carlsberg's board, among other things, in connection with our research laboratory and innovation. On behalf of the Supervisory Board, I would like to thank Richard Burrows, Mikael Aro, and Søren -Peter Fuchs Olesen for their valuable contribution to the Supervisory Board. Let's give them a big hand. The purpose of Carlsberg's products is to be a part of good times and happy moments for our consumers, whether it be a beer with your friends, a Somersby on a warm summer's night on the beach, an alcohol-free beer after the bike ride, or a soft drink with your popcorn at the cinema. I would like to take this opportunity to thank the many millions of consumers all over the world who enjoy our products. I would also like to thank you, our shareholders, for your support for Carlsberg.

It is highly appreciated. Last but not least, I would like, on behalf of the Supervisory Board, to thank the group management, our extended group of managers, and Carlsberg's skilled and dedicated employees for their great efforts again in 2024, and with those words, I will leave the floor to Group CEO Jacob Aarup-Andersen, who will add to my report and take you through the key figures in the accounts for 2024.

Jacob Aarup-Andersen
CEO, Carlsberg

[Foreign language].

Thank you, Henrik. Dear shareholders, I'd also like to wish you a good evening and welcome you to this year's AGM. The AGM is a very special event for me. As CEO, it is the day that I can talk directly to all of you, Carlsberg shareholders, about the year under review and our plans for the future, and I can also have a good dialogue with you to any questions and queries that you may have.

As the Chairman said in his report, 2024 was very much an eventful year for Carlsberg. Unlike recent years, we had headwinds in the form of COVID, war, and inflation that we handled, but in 2024, well, that was a year in which we added a number of cornerstones to the growth journey that Carlsberg is now engaging on. The first milestone was the launch of our updated strategy, Accelerate SAIL, that the Chairman just talked about, and I talked about it last year from this rostrum. Accelerate SAIL sets the course for how we want to create organic growth in revenue and not least in earnings.

With this strategy, we've defined the categories that we want to focus on, how we're going to grow and in which markets, which competencies we need to strengthen, and how we will continue creating economic elbow room that allows us to invest in the future. Even if 2024 was a kind of transitional year for Accelerate SAIL, in which we developed and adapted the organization and started up a number of initiatives for the strategy and the execution, I was very satisfied to see that we were still able to see progress in all our growth categories. Our portfolio of international and local premium beer brands grew by 2%. Our international premium brands are Carlsberg, Tuborg, 1664 Blanc, and Brooklyn. They all delivered growth. Our non-alcoholic beer grew by 6%. This is not least due to good growth from the non-alcoholic versions of Carlsberg, Tuborg, and 1664 Blanc.

But also, we have local non-alcoholic brands such as Swedish Eriksberg, Finnish Karhu, Polish Okocim, and the Greek Fix. Our brands in what we call Beyond Beer, that's like cider and hard lemonade, as we call it, grew all in all by 5%. And finally, we have our soft drinks portfolio. It grew by 1% with our good growth for Pepsi and our own energy drinks, Battery and Flash Up. Well, that's very important in media coverage of Carlsberg in 2024 because of the second big milestone, the acquisition of Britvic. As you probably know, Carlsberg has more than 30 years' experience running an integrated beer and soft drink business from production to sales distribution. We do it in Norway, Sweden, Switzerland, Laos, and Cambodia. And from January this year, we're also doing it in Great Britain and Ireland and together with Pepsi. And that's together with Pepsi.

In Denmark and Finland, we have a good partnership with Coca-Cola. Many of you probably don't know Britvic. Let me give you a quick introduction to this fantastic company, which in our assessment fits like hand in glove to Carlsberg, both locally in the UK, in the Western European region, and in the group as a whole. Britvic is the second largest soft drink producer in the UK and Ireland. In both countries, they produce and sell Pepsi's soft drink products. In addition to Pepsi, Britvic also has a number of iconic brands. They have Tango, that you might call England's reply to Tuborg's Squash. In 2024, Pepsi products were about 50% of Britvic's revenue, while the remaining 50% were generated by the company's own brands. Britvic has around 30 different brands in categories such as soda pop, tonic, iced coffee, energy, and juices.

Thanks to a strong brand portfolio and an extensive and very skillful managerial group and employees, Britvic has, for a number of years, delivered growth results, both on top line and bottom line. If you look at Carlsberg, soft drinks in 2024 were around 28% of the total volume in the Western European region. So this does not include Britvic. As you can see clearly from the diagram here on the right on the screen, the profitability in the markets where we have a combined beer and soft drink business is higher than in the Western European region as a whole. This is because of the considerable cost synergies that you have when you combine beer and soft drinks, but also sales synergies because the combined portfolio gives our colleagues in sales a better possibility to cover the market broader and to make better deals with the customers.

In addition, there are categories of soft drinks that are in structural growth. This applies to the sugar-free products in particular. There's an increasing demand here. We have achieved clear results with Pepsi Max in Norway and Sweden, for instance. And that's why Carlsberg's acquisition of Britvic also makes very good sense from a strategic and operational and a financial point of view. Britvic will contribute to the growth ambitions we've set with Accelerate SAIL. The combination of Carlsberg's UK beer business and Britvic will be transformative for our presence in the British market. We expect to realize cost synergies of around GBP 100 million. The acquisition of Britvic was concluded on the 16th of January this year. I can promise you we've been busy ever since.

There are strict rules in the UK, so we've had very limited access to Britvic until the 16th of January. But this doesn't mean that we were doing nothing. No. We did everything we could to prepare. So we had very enthusiastic teams in all functions that immediately got on board in the great integration job, which is now ongoing at all levels, locally in the region and across the whole group, so that we can deliver on the synergies that we promised our shareholders, that is, you. Now, the acquisition of Britvic means that Carlsberg has become Pepsi's biggest partner in Europe and among the biggest in the world. This gives us opportunities to expand our cooperation into new markets where both companies can benefit from that. This leads me to the year's third milestone, the further expansion of the cooperation with Pepsi.

In September, we're able to publish that from the 1st of January 2026, we will take over the Pepsi license in Kazakhstan and Kyrgyzstan. This is going to double our present business in Kazakhstan and make this market one of the 10 biggest for us globally. The fourth milestone that the Chairman also mentioned, we're able to announce in November, where finally, after years, very many years of difficult negotiations, we were able to buy out our partner in India and Nepal. So we have 100% ownership of the business in both of these countries. Not least as regards India, this is a very interesting future we're looking at. Unlike many other countries, the Indian beer market is a growing market, both in volume and in value.

Even if there are many people in India, many people, I mean, they don't drink alcohol, and many of them don't, but there's still 140 million people in India who do, and more of them drink beer instead of stronger liquor that has traditionally dominated the market. Carlsberg started its journey in India in 2007. Since then, we've followed a carefully planned expansion strategy, so today, we're actually number two with a market share of about 21%. If you look at the states where we are present with our products, over the last decade, we've been able to create growth in India twice as high as the market growth. This is really an impressive performance by our local colleagues in India. As a Dane, I'm proud to say that the good results in India have been achieved with two brands, Carlsberg and Tuborg.

Not least, Tuborg has done very, very well. This is a very Danish beer brand with almost 150 years of service. It has been and still is the second biggest beer brand in India and the biggest international beer brand in the country. It's particularly the local Tuborg Strong that has contributed to this result. Now that we have full control, in the coming years, we will invest in developing our Indian business so as to support and hopefully further accelerate the growth. In December, we launched 1664 Blanc in the super premium segment. It's a small segment, but it's a very fast-growing segment in the big cities in India. The last milestone I wanted to talk to you about was the sale of the Russian business in December.

The sale of Baltika Breweries marked the end of a very sad chapter in Carlsberg history started when the terrible war in Ukraine broke out. We are really pleased that after turbulent years, we have succeeded with the final sale. The proceeds amounted to about DKK 2.3 billion. This has been spent partially for financing the interesting acquisitions I've just talked to you about. Now, let me look at the results under review and take you through the results. Firstly, three regions. The Western European business delivered solid results despite a sort of subdued consumer trust, and we also had some supply chain challenges in certain markets. On this background, the total volume fell by 1.1%. We did see, however, a small positive development of the drinks, particularly because of progress in soft drinks, not least in Norway, Sweden, and Finland.

Again, in 2024, we had to introduce price increases to offset the increase in our total costs. So our revenue went up organically by 0.9%. We saw solid organic progress in operating results, 5.2%, because of improved gross margin, which more than offset the growth-directed commercial investments we made in the year under review. The reported progress in the operating result was 6%. The slightly higher reported growth was because of a positive currency effect. All of this gave an operating margin of 13.9%, up just over half a percent at this point. Our results in Asia were characterized by the economic slowdown, which was particularly in China, and it influenced consumer behavior across the region. Combined with bad weather in certain markets during the high season, our volume fell by just 1%. Like in Western Europe, we did see progress for other drinks. They grew by 1.2%.

As a result of price increases, not least in Laos, that has a very high rate of inflation and a positive product mix, the revenue in Asia organically went up by 1%. Just like in Western Europe, the gross margin was improved. This was not least a result of the efficiency enhancement initiatives we are taking right now in all three regions as a part of Accelerate SAIL. The operating result grew organically by 7.9%. Unfortunately, we were up against negative currency development, not least in relation to Laos, and we had to implement special accounting requirements that take account of unusually high inflation, so-called hyperinflation. I'm sure our auditors had a good time with that in the year under review. The reported operating result just went up by 1%. The operating margin was still strong at 22.6%.

This was an improvement, again, of 0.5 percentage point over the year before. Our last region, and in 2024, we actually changed it to also include India. This means that this region is now called Central and Eastern Europe, and India, or CEEI. Lots of people have asked us, "Do we have a creative approach to geography, or do we have any political motives by combining India with Central and Eastern Europe?" The brief answer is no. No. The reason for this change is also managerial. It is because our three special growth markets, China, Vietnam, and India, were all under the same regional management, while the Central and Eastern European divisions without Russia had become rather small and did not have a big important market.

Therefore, we saw it was better utilization of our managerial resources if one of the important growth markets changed regions, and it made no sense to move India. Now, despite the continued challenges because of the war in Ukraine, the region had a good year, wonderful growth in volume, revenue, and earnings. The volume grew 4%. This was growth in practically all markets. Revenue went organically by 7.8%, and the operating result went up by as much as 9.6%. Despite headwinds in currencies, the operating result went up by a satisfactory 6.8%. The operating margin was 18.5%, a bit better than the year before. And now to the group's consolidated result. The volume sold in 2024 grew 0.5% to 125.7 million hectoliters. The revenue per hectoliter grew organically by 2%. This meant that the organic growth in revenue was 2.4%.

The reported growth, including currencies, was 1.9%, primarily because of the currencies in China, Ukraine, and Laos. The gross result grew organically by 5.9% thanks to the higher revenue per hectoliter and accounting production costs because of the efficiency enhancements that we carried out and slightly lower raw material costs. The reported gross result was DKK 34.4 billion. The gross margin was improved by 1.2% to 45.8%. The reported operating result was DKK 11.4 billion. The organic growth was 6%. Because of the weakened currencies, the reported growth was 2.8%. The operating margin landed at 15.2%, slightly higher than the year before. Special items net amounted to minus DKK 519 million. This was affected particularly by costs related to the acquisitions carried out, and they were under review. In addition to Britvic and our partners in India and Nepal, we also acquired Marston's 40% ownership share of the UK business.

It was a precondition for carrying out the acquisition of Britvic. We bought a share of Mikkeller here in Denmark and a share of a French microbrewery. Financial costs amounted to DKK 905 million net. This was higher than the year before, and this was obvious because of a higher level of interest rates and higher interest-bearing debt. Taxes were DKK 2 billion, corresponding to an effective tax percentage just under 20%. The Carlsberg Group's share of the corporate result for the continued business, including the effect from the sale of the Russian business, that was DKK 6.9 billion. The adjusted net result for the continued business, regulated for special items after tax, amounted to DKK 7.3 billion. The total net result, including the effect from the sale of Baltika Breweries, was DKK 9.1 billion. The free cash flow amounted to DKK 9.8 billion.

This is the net result of cash flows from operations of DKK 11.3 billion and cash flows from investment of minus DKK 1.5 billion kroner. The net interest-bearing debt at the end of 2024 amounted to DKK 27.4 billion in relation to EBITDA, which is the result before depreciation, interest, and tax. The debt was 1.73 times, which was certainly within our goal of maximum two and a half times. As the Chairman said, this number has increased markedly after the acquisition of Britvic on the 16th of January, as was to be expected. In the coming years, no less than at the end of 2027, we'll be back at 2.5 times EBITDA. We think that's appropriate for a company such as Carlsberg in the long run.

Now, in connection with the acquisition of Britvic, in connection with the number of banks, we introduced an intermediate-term financing of the purchase sum about a month ago on the 19th of February. We introduced corporate bonds to the market to refinance this intermediate-term financing. I'm very proud and satisfied to tell you there was a great interest from investors for these bonds. We ended up at a very interesting interest level. So good work here by our CFO and our good colleagues in finance. Now to our expectations for 2025 concerning earnings. There is uncertainty again this year in regards to developing consumer trust in Asia and in Europe. We expect a moderate increase in our total costs, not least driven by the investment we are making in growth. There's no change in our approach to increasing growth.

We intend to fend them off by a higher turnover per hectoliter and strict cost control. On this background, we expect to deliver organic growth, the primary operating result of 1%-5%. This expectation does not include the effect from the acquisition of Britvic. We are still getting the full overview of all the details of this business. The financial year that ended on the 13th of September 2024, Britvic delivered an adjusted result of primary operations of GBP 250 million. So this is a good starting point for 2025, we believe. Now, before I finish my report, I'd like to mention that in 2024, we strengthened the top management group, what we call the ExCom. We have a number of new profiles internally from Carlsberg and from outside. So today, we have the right competencies to execute Accelerate SAIL.

The new members of ExCom bring in competencies within technology, marketing, and HR. Now, this brings me to the end of my report. I'd like to take the opportunity to thank the Supervisory Board for their support and cooperation in the year under review. I'd also like to thank very much all our committed, enthusiastic employees. It's a great pleasure to work with you. And finally, a big thanks to you, shareholders, for supporting us, supporting what we all feel is our Carlsberg. With these words, I recommend Carlsberg's Annual Report for 2024 to the AGM for approval. Thank you for your attention.

[Foreign language].

Thank you. Before I open the debate, I should inform the AGM that the ExCom, the Supervisory Board, and the company auditors have signed the Annual Report. There's an audit report opinion on page 199.

It's been translated into Danish, and it reads as follows: In our opinion, the consolidated financial statements and the parent company financial statements give a true and fair view of the group's and the parent company's financial position as of 31 December 2024 and of the results of the group's and the parent company's operations and cash flows for the financial year, 1st of January to 31st of December 2024, in accordance with IFRS, as adopted by the EU and further requirements in the Danish Financial Statements Act. With that, we can open the debate, and we already have two speakers on my list: Mikael Bak from the Association of Danish Shareholders and Mr. Bjørn Hansen. If anyone else should wish to take the floor on the items on the floor, please approach Andreas up here to my left. Please bring your access card and your voting slip.

But first, I give the floor to the Association of Danish Shareholders by Mr. Mikael Bak. You have the floor.

Mikael Bak
Shareholders, Danish Shareholders' Association

[Foreign language].

Thank you for the floor. It's a pleasure to be back in what we might call the most beautiful AGM in Denmark. And thank you for a good report. As mentioned, I'm the head of the Association of Danish Shareholders. We have 16,000 members, many of which are also shareholders in Carlsberg. First of all, thank you to all of the employees and to the management of Carlsberg for their good efforts in 2024, and thank you for the good dividends. The share price was not as good in 2024, but we are happy to see that it has rebounded in 2025. So if you can continue along the lines of the first quarter, you will hear no complaints from us. But back to my script.

This is an uncertain time in the world, and most of your revenue comes from outside of Denmark, as we heard. In this beautiful Annual Report, we also see a risk analysis that we appreciate. As an investor, it's a good thing to focus on just that. And my first question is about the geopolitical risks. These have been very briefly mentioned in the report, and therefore I would like to ask about this in more detail. How do you evaluate the current risks concerning the Chinese market? Is it an increased risk, or is it more stable? In 2024, and in particular in 2023, we talked a lot about China and human rights and the breweries' activities in China. So I would like a clarification of this aspect. Secondly, the European market, we might call it our home market, which is becoming increasingly important.

We have been pleased to hear about the acquisition of Britvic. Do you expect more acquisitions along these lines or corporations in the coming years? And could you also venture a guess as to which markets in Europe seem to be the most interesting at present? And thirdly, the negative consequences or the uncertainty that we are seeing at the moment in the US, how do you expect that to influence the earnings of Carlsberg? Could it affect the American brands? Can we expect higher prices, or is there anything else that we should be prepared for as shareholders with the crisis that we're seeing in the world around us? And talking about crises, it's definitely not boring following the development at the moment, but it's nice to see that you managed to exit Russia and you carried out the sales.

You did incur a loss, and will that affect your analysis of values and prices elsewhere in the world where you might also be hit by depreciations? And finally, I would like to say to you, Jacob Aarup-Andersen, you have been the CEO since 2023, and we're glad to have you on board. And now that we're gathered here today, I would like to ask you, from a shareholder to the CEO, what your personal view is. What has been the most positive surprise, or perhaps also what has been the most negative surprise or the most challenging thing internally? To round off, I would just like to wish you all a very good 2025.

Jacob Aarup-Andersen
CEO, Carlsberg

[Foreign language].

Thank you very much. I will give the floor to Jacob Aarup-Andersen, Group CEO, for an answer. Mange tak. Thank you very much, Mikael. Where did you go? There you are.

Thank you. Let me just get my notes straight. Many questions in a very short amount of time. Well done. First of all, thank you for the dialogue. Thank you for your interest. Thank you for your support and the sparring that we get from your side. We highly appreciate it. It's important to us to have a close dialogue with you in this sort of forum and also externally, of course. First of all, you asked about the Chinese market. When it comes to our activities in China, it is quite right that it has been a subject for discussion at previous AGMs. Our view on China is completely unchanged. China is an important part of Carlsberg's strategy and will continue to be an important part. It is still our ambition to increase our business in China.

We have an incredible portfolio and a strong team, and we are going to continue to win market shares. In spite of that, there's something going on on the slide above my head. I'm sure it's all part of a plan, but in spite of the geopolitical uncertainty, there's no doubt that as a society, we benefit from trading internationally, and China is an important part for the business of international companies such as ours. That said, we take a great deal of responsibility for our business and for making sure that our Chinese business also lives up to all the right standards. But China remains a strong market for us, then you asked about Europe and Britvic and other opportunities that might arise. In the coming year, it's important to us to focus on integrating Britvic.

We want to realize the GBP 100 million and synergies that we have promised you, and we want to make sure that we continue the strong underlying growth in this portfolio. We want to expand our soft drink portfolio even more through more partnerships and agreements. That is no surprise if you read our reports. There are great synergies to be found between beer and soft drinks, as I mentioned in my report. I would love to be more specific here, but for competition reasons, it's difficult for me to tell you about specific markets and plans. But we have previously said that we are open, if the right opportunities arise, to add more markets due to the value creation that we can see that this can lead to. Then you asked about the geopolitical situation in the U.S.

Let me just state for the record that there's a lot of discussion about customs and tariffs these days, and our business in the U.S. is quite limited. We export not very great volumes to the United States, and therefore the discussion about tariffs going to and from the U.S. is not something that affects us a great deal, but of course, we are monitoring the broader situation and the broader debate about American products and consumer behavior, and in this company, we have a long-term and valuable partnership with several American companies like Coca-Cola in Denmark and other American brands, and we will continue to develop these partnerships even under the current turmoil, so they might be foreign brands, but they are also Danish products produced by Danish colleagues.

We have 800 colleagues in Fredericia here in Denmark producing American brands alongside Danish brands, but these are Danish products produced in Danish factories for Danish customers. So the geopolitical turmoil is broader than what we can go through here from this rostrum today, but we are monitoring the situation and we will react accordingly. Then you asked more broadly about the effects of Russia and what that will mean to our activities in other countries. Of course, we have learned our lessons from the Russian situation, and I know that your question, of course, also concerns our exposure in China, but we see no reason to change our view as to the value we place on our Chinese business. For instance, we have an annual impairment test of all of the assets in our portfolio, and we are quite comfortable with the position we have in our balance sheet.

We have a very strong geographic diversification across our portfolio, and this does a great deal to protect the overall value of Carlsberg. That is, in fact, that we sell and market our brands in more than 150 countries. But of course, we are continuously monitoring whether we need to make any adjustments. But currently, no, this has not led to any changes. And if we would have had to impair anything, then it would have appeared from the Annual Report. I can assure you that. And now for the more personal question, well, how much time do I have? Can I have an hour? Well, first of all, thank you for the nice words. It's only 18 months that I've been here, and I hope this will be the beginning of a long journey together.

First and foremost, I have been blown away by positive impressions, and it's not just a cliché. It's really my honest-to-God opinion. The biggest surprise has been how local beer is. Once you go into the business, beer is a very local product. Consumer preferences vary a great deal from market to market, and that's the strength of Carlsberg, that we have great country organizations that can combine our local brands with our international brands in order to create unique portfolios, which means that the customers don't have to leave us, whatever their preference is. That is a strength of Carlsberg that has surprised me positively. Also, the culture of our employees is quite unique. We have amazing employees all over the globe, and that gives us a great foundation for the work we do and our continued journey when it comes to Accelerate SAIL.

When you have such dedicated and proud employees, Sue is our new head of HR, and she was surprised when she joined us as to how low our churn is among our employees. They don't really tend to leave us. And I also have been surprised about the increased growth in the alcohol-free segment. That's really a very strong portfolio these days. Negative aspects, you would like to hear something in that category as well. Well, what surprised me the most in this respect was the extent of geopolitical uncertainty. I hadn't expected to spend so much of my first 18 months on geopolitics. It's a condition that we have to work with, and I think we've handled it well as an organization. We have a very robust organization in top management as well as among our employees and with a history of 178 years.

Thus, it's no wonder that we are quite a robust company. But if you ask other C25 index companies, they will probably share some of those perspectives that the uncertainty has been quite extensive. I hope that answers your questions. Thank you very much.

Anders Stubbe Arndal
Chairman of the AGM, Carlsberg

[Foreign language].

Thank you. The next intervention will come from Bjørn Hansen. He is down here. As agreed with him, I'm going to read out his question here from the rostrum. It sounds as follows. We have a number of questions to Carlsberg's management and leadership here at the AGM concerning the Annual Report for 2024 and financial results. Now, first, the loss in 2023 is DKK 39 billion, just over that, and the gain in 2024 was plus DKK 8 billion, 500 million Danish kroner. Who covers these losses and how? Question two. Russia has paid just over DKK 2 billion in 2024. How was that done?

Is the figure correct? Is it money from insurance companies? They're paying in convertible currency, or is it in rubles? Those were the questions that Bjørn Hansen would like. And answer two, and Jacob Aarup-Andersen, you get the floor for a reply. Thank you, Bjørn. I wasn't expecting questions about 2023. We can do it. It's okay. Looking at the loss in 2023, it was because of the full impairment of the Russian business. So it does not affect. This is an accounting impairment that's done, right? A write-down, but not a cash amount that left us. The net result was actually a plus of DKK 7 billion. If you disregard that write-down, that was the write-down that was done in the financial statements in 2024. Again, if we exclude Russia, it was DKK 6.9 billion.

If you remove the effect from Russia, it's DKK 7 billion in 2023, DKK 6.9 billion in 2024. So there's no loss to be covered by anybody. In accounting terms, there is an effect, yes, but there's no negative cash flow to be covered by anyone. I hope that was good news. And then you had a question concerning Russia and the sale there. The DKK 2 billion, it is true that, well, you're asking first of all if the amount is correct. Yes, it certainly is. We have many good people who are good at using a calculator, and so I'm very comfortable about that. The sale of the Russian business was done as what is called a Management Buyout. It was management in the Russian business that bought it. RUB 34 billion was the sales price. That was then converted into Danish kroner, DKK 2.3 billion.

That money is in our account in kroner, not in rubles. I promise you that. That number can also be seen in the Annual Report that we published at the beginning of the year. So hopefully, that gives some clarification. Thank you. Thank you. No one else has asked for the floor. So this means that I can finalize the debate, and we can then move on to making decisions concerning items one to four on the agenda. The Annual Report, I find that you have taken notice of the report with the supplementary comments that have been made by the Chair as a management item two concerning the presentation of the Annual Report and granting of discharge. Discharge means that you give a response. You give freedom from responsibility for what is in the Annual Report for 2024.

Before we make the decision, I should say first that Carlsberg generally would like the exact result of votes to be recorded for each proposal on the agenda so that it could be established precisely how many vote in favor and how many vote against a given proposal. I propose that we seek to achieve that without a written ballot, as we've done at previous general meetings. In relation to the specific items on the agenda, we may determine the exact result of the vote without a ballot if the general meeting agrees to the following procedure that we've used before. First, participants can indicate if anybody wishes to vote against or abstain from voting. If this is just a limited number of shareholders who want to vote against or abstain, they can then hand in their voting slip, voting against or abstaining.

I then assume that everyone else is in favor. So we can then calculate the exact result of the vote. Once we've done that, we can add the proxies, including instruction proxies and postal votes, and this means that we can then give the precise result. If a large number of shareholders indicate they want to vote against, we will have a ballot or written vote. I hope you can accept this procedure. We've used that before. Nobody objects. That's good. We will then proceed to item two, approval of the Annual Report and granting of discharge. Does anybody wish to vote against or abstain from voting? It does not seem to be the case, and I've not heard that anyone in room two has said anything to that effect.

So I take it that everyone in the room votes in favor and approves the Annual Report for 2024 and grants discharge to board and management. That brings us to item three on the agenda. This is the matter of the distribution of the profit. You've seen it in the invitation to this AGM. The proposal is DKK 27 per share. I can tell you that under the Companies Act, the AGM cannot decide on a higher dividend than the board has proposed. So does any shareholder wish to vote against or abstain? Or does anyone wish to propose a lower dividend? That is not the case. Okay. I then take it that everyone in the room votes in favor of the proposed dividend of DKK 27 per share. So this has been duly adopted. Brings us to item four on the agenda. This is the Remuneration Report for 2024.

As you've seen from the convening notice, this is an advisory vote only. It means that if shareholders do not approve Carlsberg's Annual Report for 2025, they must explain how they've taken the result of the vote into account. Does anyone wish to vote against or abstain from voting? It does not seem to be the case. So the Remuneration Report has been duly approved in this advisory vote. That brings me to item 5A here. We have 5A and 5B. First, it's 5A. The approval of the Supervisory Board remuneration for 2025 here. The proposal from the board is that the base fee be increased by 3.5% to DKK 487,000. As the chairman said, this is done in order to reflect the expected general market pay increases in Denmark and maintain parity with median board fees payable in peer companies.

It is thus proposed, in accordance with the remuneration policy, that the following fees will be paid. Ordinary board members will receive a base fee of DKK 487,000. The chair shall receive a fee of four and a half times the base fee. She'll not receive any further remuneration for any committed work. The deputy chair shall receive twice the base fee. The chair of the Remuneration Committee and the chairman of the people and culture committee shall each receive an additional fee of 50% of the base fee. The chair of the Audit Committee shall receive a fee of 113% of the base fee. Ordinary members of the Remuneration Committee and the people and culture committee shall receive a fee per committee seat of 38% of the base fee, and ordinary members of the Audit Committee shall receive an additional fee of 50% of the base fee.

I'd like to hear if anyone wishes to comment on that. It is not the case. Does any shareholder wish to vote against or abstain from voting? Not the case. So the proposal has been duly approved.

That leads us to item 5B, which is a proposal to reduce the company's share capital for the purpose of cancelling treasury shares. And I can tell you that no one has left the AGM yet, so there are no new information about the representation of vote-bearing capital. And the proposal is that the company's share capital be reduced by nominally DKK 32 million from DKK 2.6 billion to DKK 2.653 billion by cancellation of 1,600,000 of the company's holding of B shares in accordance with the rules on capital reduction with a view to distribution to the shareholders.

The shares have been repurchased from 7th February 2024 to 21 June 2024 for a total amount of DKK 1,505,616,211, corresponding to an average price per share of DKK 20. And that means the capital reduction is carried out at a price of DKK 4,705. As a consequence of the capital reduction, the share capital will be updated in Article 4 of the Articles of Association after final implementation of the reduction. As mentioned, this proposal must be adopted by no less than two-thirds of the votes cast and of the voting share capital represented at the AGM, and it has been marginally changed, but I can inform you that we still have a total of 92.73% of the votes and 79.7% of share capital, so that is what we need to know for this item on the agenda. Does anyone wish to vote against or abstain?

That is not the case. And therefore, I can conclude that the proposal has been adopted. That leads me to item six, election of members to the Supervisory Board. And according to the Articles of Association, the board members elected by the AGM are elected for one year at a time. This year, the Supervisory Board proposes re-election of Henrik Poulsen, Majken Schultz, Magdi Batato, Lilian Fossum Biner, Bob Kunze-Concewitz, and Punita Lal, and election of Jens Hjorth and Winnie Ma as Henrik Poulsen mentioned. I can also inform the assembly that in accordance with Section 120, Subsection 3 of the Danish Companies Act, information about the candidates' executive functions in other companies must be provided prior to the election at the AGM.

A short presentation of each of the eight candidates was included in the convening notice, including a link to the company's web page where information as to their other executive functions are set out. So this information has been available. Are there any other proposals? That is not the case. I can therefore conclude that the candidates have now been elected. Congratulations. That leads me to item seven on the agenda, which is the election of auditor. Here, I can inform you that pursuant to Article 33 of the Articles of Association, a state-authorized public accountant must be appointed. And based on the recommendation from the Audit Committee, the Supervisory Board proposes to re-elect PwC as auditor and to extend the audit assignment to also include the issue of an assurance report on the sustainability reporting in the management review. Are there any other proposals?

That does not seem to be the case, and therefore, PricewaterhouseCoopers has been re-elected. Item eight, this is a proposal to authorize the chair of the general meeting. Here, the Supervisory Board proposes to authorize the chair to register the resolutions passed with the Danish Business Authority and to make such additions thereto, and amendments therein, including to the Articles of Association, as the authority may require for registration. Does that lead to any comments from the room? That is not the case. Does anyone wish to vote against or abstain? That is also not the case, and that means that the proposal has been adopted. That leads me to the concluding remark that we have now exhausted the items on the agenda, and that means that I only have left to resign as chairman of the AGM.

Thank you very much for good order and for your constructive cooperation, and I give the floor back to the Chairman of the Supervisory Board.

So all that's left for me is to thank the chair of the meeting for his competent management of our AGM and to thank all of you shareholders for your support and for appearing here today. Thank you and have a safe journey.

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