Carlsberg A/S (CPH:CARL.B)
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Apr 27, 2026, 4:22 PM CET
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AGM 2023

Mar 13, 2023

Henrik Poulsen
Chairman of the Supervisory Board, Carlsberg Group

Shareholders, I think we're about to be ready to start the AGM. Welcome to Carlsberg's annual general meeting, both, those of you who are present here today in the Glyptotek today and those who are following the meeting via webcast. According to Article 23 of our Articles of Association, the AGM is presided over by a chairman elected by the Supervisory Board. Again, this year, we have asked attorney at law, Anders Lavesen, to be the chairman of the general meeting. Before I give the floor to Anders Lavesen, I'd like to introduce you to the ones that are up here on stage. Next to me, I have the chair, Anders Lavesen. Next to him, the company's CEO, Cees 't Hart, the CFO, Ulrica Fearn, and the Deputy Chair of the Supervisory Board, Majken Schultz. I'm Henrik Poulsen, and I'm Chairman of the Supervisory Board.

The other members of the Supervisory Board are Mikael Aro, Carl Bache, Magdi Batato, Lilian Fossum Biner, Richard Burrows, Punita Lal, and Søren-Peter Fuchs Olesen. They were all elected by the AGM in 2022. In addition, the employees have elected five members, Hans Andersen, Eva Vilstrup Decker, Erik Lund, Tenna Skov Thorsted, and Olayide Oladokun. With this introduction, now if I give the floor to Anders Lavesen.

Anders Lavesen
Danish Attorney and Partner, Kromann Reumart

Thank you. Before we start with the actual agenda, I'd like to inform you of a number of security and practical matters. In case of fire, the fire alarm will be activated, and you will hear a bell. At the same time, all the guards will be notified via the museum's radio system. Of course, we have no fire drills planned today. If you hear the alarm, it's for real. Right?

Please leave the building through the escape routes and follow the guard's directions, please. We ask you then to gather in front of the Glyptotek at Dantes Plads, where we will 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 ticket sales, and at the entrance to the French paintings. That's the only Larsen building. Any shareholder who leaves the meeting during the AGM must bring his or her admission card if he or she wants to be readmitted into the room. Carlsberg is live streaming the AGM on the company's website simultaneously with the holding of the AGM. Carlsberg records the AGM, for instance, for the purpose of the preparation of minutes of the meeting.

Any shareholder who wants to speak when there is a possibility to comment on items on the agenda, if you want to do that, please take a seat here on the front row to the right in the room. The speaker will then be asked to present his or her admission card with the voting slip to Emma. This is Emma. Okay. The speaker's name will be noted on a list which is given to me, and I will then introduce the speakers one at a time. You'll be invited to speak up here from the rostrum. Up here. If you do not want to be filmed for the live streaming, please inform Emma accordingly, and then remain seated in the front row, and you'll be given a microphone so that you can speak from your seat.

Newspaper photographers are only allowed to take photos and to film after the AGM. You cannot take photos or film or audio files during the AGM. But there is one photographer, maybe you've noticed him. This is Carlsberg's internal photographer. After this bit of practical info, my first duty as chairman is to assess whether the AGM has been lawfully convened and forms a quorum. The convening letter, including complete proposals, were published on the company's website on the 10th of February. Furthermore, shareholders who have so requested, they have received an email, and if they have registered in the shareholders register, then they will receive an email convening them.

The AGM has been convened with no less than three weeks notice in accordance with Section 94, Subsection 2, CF Section 95 of the Danish Companies Act, and Articles 14, Subsection 2, and 15-1 of the Articles of Association. On the 21st of December 2022, with a minimum of eight weeks notice, the company announced the date of the general meeting and the final submission date for proposals to the agenda. This is all in accordance with the Danish Companies Act. In accordance with Article 19 of the Articles of Association and Section 99 of the Danish Companies Act, the following information has been available.

In with the invitation, the convening letter, including information regarding total share capital and voting rights on the date of the invitation, documents to be presented to the AGM, agenda and complete proposals, and forms for proxies and postal voting. The annual report, the SC report, and the remuneration report for 2022 have been available on the company's website since the 7th of February this year. The agenda of the AGM is in compliance with Article 24( 2 ) of the Articles of Association. It can therefore be verified that the general meeting has been convened in a timely and correct manner and in the right way. The matter of quorum. With the agenda we have, there is no requirement that a specific proportion of the share capital must be represented in order for the general meeting to form a quorum.

Before I conclude that the AGM has been lawfully convened and forms a quorum, I'd like to know if anyone has any comments in this regard. That is not the case, we can move on, and we can take a look at the agenda. First item is the report on the activities of the company in the past year. Item 2 is presentation of the auditor annual report for approval and resolution to discharge the Supervisory Board and the Executive Board from liability. Item 3, proposal distribution of the profit for the year, including declaration of dividends. Four, presentation of and advisory vote on the 2022 remuneration report. 5A is the proposed amendment to the remuneration policy for the Supervisory Board and the Executive Board. 5B is approval of the Supervisory Board's remuneration for 2023.

5 C is for proposal to reduce the company share capital for the purpose of canceling treasury shares. 5 D is a proposal from a shareholder to report on efforts and risks related to human rights. Item 6, that is election of members to the Supervisory Board. Seven is election of auditor, under eight, we have a proposal authorizing yours truly to make the necessary notifications. Right. Apart from item 5 C, all proposals can be adopted by simple majority. 5 C, that requires no less than 2/3 of the votes cast and 2/3 of the share capital represented at the AGM. Right. As usual, we will deal with Items 1 to 4 as one item, I give the floor to the Chairman of the Board. Henrik, you have the floor.

Henrik Poulsen
Chairman of the Supervisory Board, Carlsberg Group

Tag, Anders. Thank you, Anders. Dear shareholders, I've been looking forward to today. It's the first time that I give my report as Chairman of the Supervisory Board of Carlsberg. This year, the AGM is held in the beautiful surroundings of the Glyptotek, where you, the shareholders of Carlsberg, are attending in great numbers to be updated on our business. The Carlsberg Group published its annual report, ESG report, and remuneration report for 2022 on the seventh of February. 2022 was really a turbulent year characterized by great contrast for Carlsberg, not least as a consequence of the awful war in Ukraine, which has had significant consequences for large parts of the world, not least for Carlsberg, and most of all to our employees and colleagues in Ukraine. That's a situation I would like to elaborate on in my report.

Our business was also affected by unexpected sharp increases in energy and commodity prices, as well as on the one hand, the end to COVID restrictions and lockdowns in Europe and several markets in Asia, and on the other hand, new restrictions and lockdowns in China, which particularly affected Carlsberg's business in the second half of the year. In spite of these significant challenges, Carlsberg, again in 2022, delivered very good result. Revenue was DKK 70.3 billion, corresponding to organic growth of 15.6%. That impressive growth rate was in part thanks to the end of COVID restrictions in Europe, which meant that bars, cafes, restaurants, festivals, et cetera, could stay open without restrictions.

Furthermore, revenue growth was a result of the price increases that Carlsberg, just like many other companies, had to implement in order to compensate for the increasing commodity and energy costs. The annual operating profits were DKK 11.5 billion, corresponding to an organic growth of 12.2%, while the net result of the year were a minus of DKK 1.1 billion due to the depreciation of the value of the Russian business. If you focus solely on the continuing business, that is excluding Russia, the earnings per share adjusted for special items was DKK 55.7, which is an increase of 24%. Group CEO Cees 't Hart will in his report get into more detail about the results for the year, including for the individual regions.

In 2022, Carlsberg paid out a dividend of a total of DKK 3.4 billion to the company shareholders. That was an increase of 6% compared to 2021. At the same time, we implemented a share buyback program of a total of DKK 4.4 billion, an increase of DKK 800 million compared to the year before. All in all, the total cash dividend for shareholders in 2022 was DKK 7.8 billion compared to DKK 6.8 billion the year before. Thanks to the very strong result for the year, the Supervisory Board has decided to propose to the AGM that this year's dividend is increased by 13% to DKK 27 per share.

That corresponds to 48% of the adjusted net profits for the continuing business, and thus it is within the framework of our dividend policy of about 50% of net profits. The total dividend corresponds to DKK 3.8 billion, which is taken from the company reserve. As of the 31st of December 2022, the reserve constituted DKK 28.4 billion. In the past two years, Carlsberg has carried out quarterly share buybacks in spite of a strong cash flow and our generally very strong financial position, the Supervisory Board has decided not to launch a new share buyback program for the 1st quarter of 2023.

That is due to the fact that the company's partner in India and Nepal in February utilized its put option, which means that Carlsberg now has the option of acquiring his 33% stake at a price of $744 million or approximately DKK 5.1 billion. As I mentioned, the Russian invasion of Ukraine has had dire consequences for Carlsberg. First and foremost to the Ukrainian population and Carlsberg's approximately 1,300 local employees in Ukraine. Since the outbreak of the war, the safety of our Ukrainian employees has been our number one priority. On behalf of the supervisory board, I would like to send great recognition to our employees in Ukraine who have been living and working under extreme conditions since the 24th of February 2022. You cannot but humbly admire their enormous willpower and perseverance.

From Carlsberg, we do everything we can to help our Ukrainian employees as well as the country as a whole. Lars Lehmann, who is our head of Central and Eastern Europe, has visited Ukraine three times since the start of the war in order to support, encourage, and show the colleagues in Ukraine that Carlsberg is there for them. Examples of the support that Carlsberg gives in Ukraine is financial support for restoration of our employees' homes that have been destroyed, and purchasing generators and power banks so that our employees can maintain electricity and internet connections in their homes during the power outs, which are quite frequent.

Furthermore, Carlsberg and the Carlsberg Foundations have given humanitarian aid all over Ukraine, with a particular focus on ensuring water and food for citizens in need, to rehousing and reestablishing housing for the internally displaced, rehabilitation of those wounded, and support for Ukrainian students. We have also continued to invest in our business in Ukraine, and in 2023, we expect further to increase our investments in the country in order to support and develop our business and the local economy. There should be no doubt that Carlsberg is on the Ukrainian side in this awful war. In the Danish media, we've read a lot about Carlsberg and our Russian business. This is a situation that is very nuanced, therefore it's important to me to report to you, our shareholders, what steps we have taken vis-à-vis our Russian business.

Carlsberg became a co-owner of the Russian business for the first time in connection with the merger with Orkla in 2000. In 2008, Carlsberg gained majority ownership in connection with the acquisition of the Scottish Brewery, Scottish & Newcastle, which took place in cooperation with Heineken. Carlsberg's share of this acquisition constituted just under DKK 60 billion, which at the time was the biggest acquisition in Danish history. The Russian and the Eastern European businesses formed the largest part of this transaction. As a part of the acquisition, Carlsberg also got Kronenbourg in France, Mythos in Greece, Chongqing in China, and the Grimbergen brand. By the end of 2021, Russia constituted about 10% of revenue in Carlsberg and about 5% of operating profits.

In our balance sheet, Russia was booked at DKK 18.5 billion, corresponding to about 15% of our total balance. The Russian employees made up about 20% of the Carlsberg Group's total staff. In other words, in spite some turbulent years, Russia was still a significant part of Carlsberg. Since the acquisition in 2008, Russia was of course, fully integrated in the Carlsberg Group. For instance, when it came to IT supply chain, regional tasks, intellectual property rights, and research and development, just to name a few. When Russia invaded Ukraine, we made a number of important decisions in the very first phase of the war. Carlsberg announced in the beginning of March last year that we would cease to invest in Russia, that we would stop all marketing, production, and sales of the Carlsberg brand.

Furthermore, Russia would be run as a separate business with no support from the head office. Carlsberg also said that any profits in Russia would be donated to international humanitarian organizations. After thorough consideration, on the 28th of March, Carlsberg announced the decision to sell off the Russian business, and we immediately started working towards separating the Russian business from the rest of the group and to prepare a sales of the company. These are two very comprehensive and very complex tasks. The separation of the Russian company has been a long process, which has included more than 150 sub-projects, and it's been far more extensive than we had imagined. Let me give you just a few examples. The IT systems in Carlsberg's Eastern European markets have been taken care of by the Russian business.

For the companies in the other Eastern European markets and for them to continue to produce, sell, and distribute beer, it's therefore been necessary to detach these markets from the Russian platform and establish a wide range of new IT systems. I think that most people who have experienced a change of IT system will know that this is not an easy and quick process. Another example is that certain of our products for the Eastern European market have been produced in Russia because that was where the right capacity was. Therefore, we have had to invest DKK 100 million in new capacity outside of Russia. For instance, in a new canning line, extra capacity, and malt production. A final example is the fact that some regional functions have been based in Russia. From there, they have serviced our Central and Eastern European region.

All of the tasks that these employees in Russia have taken care of for the region have had to be established elsewhere, and in some cases, this has required training and even relocations. After about a year, we have almost completed the separation of the Russian business. In parallel with this separation, in April of last year, we have also launched a structured sale process in order to find a potential buyer for the Russian business. We have seen a great deal of interest from a diverse group of potential buyers. Most of these potential buyers have not lived up to the requirements that a company like Carlsberg, of course, have to place on potential buyers. This includes aspects such as sanctions, human rights, compliance with international law, and so on and so forth.

During the course of this process, we have learned that this is a challenge not just for Carlsberg, but that other international companies are also having difficulties carrying out a responsible sale of their Russian activities. At present, the group of potential buyers has been reduced to two small handfuls, and we still hope and expect to have a signed agreement on the table before the summer break. What I have just mentioned here are the factors that are within Carlsberg's control. Once a sales contract is reached, we will still await the Russian authorities' approval of the sale, and this is a process that we have no control over, but of course, we will do our very best to achieve the necessary authorizations.

In the Danish media, we've heard a lot about the fact that apart from the Carlsberg brand, there is still a production and a sale of international brands in Russia, including Tuborg, Somersby, and 1664 Blanc. I must make it clear that these brands will be expected to form part of the transaction, but also that Carlsberg will not receive royalties or any other financial compensation after the end of the transactions. There are several reasons why this is necessary. Firstly, the international brands form a significant part of the sale in Russia. Unfortunately, the fact is that if a foreign company scales down its activities in Russia, the Russian authorities reserve the right to nationalize the local company. Such a move would mean that Carlsberg would lose any control over the Russian business and who is going to run it in the future.

Secondly, discontinuing the production and sales of the international brands would mean that there was no longer an interesting business for potential buyers to acquire. Therefore, it would most likely not be possible to carry out a sale without letting some of the international brands be part of it, at least for a certain period. Carlsberg has also been criticized for not living up to its promise of donating any profits in Russia to international humanitarian organizations. Let me underline that Carlsberg has not bailed on this promise. However, the fact is that this tragic situation has meant that the company has had to do significant write-downs of the value of the assets in Russia. This is not an accounting trick.

This is real money that we paid for the Russian business back when we acquired it, which unfortunately today does not have the value that it once did. Therefore, in 2022, we carried out a major write-down of our Russian assets of DKK 9.9 billion, which means that net profits in Russia constituted minus DKK 8.1 billion. Furthermore, it should be mentioned that we can no longer take out any potential profits from Russia, Carlsberg de facto has no access to our operating profits in Russia. I hope that this elaboration on the very difficult situation when it comes to the sale of our Russian business has contributed to a greater understanding of the difficult challenges and dilemmas that Carlsberg has had to handle in relation to this sale.

There are no easy solutions in this situation. Rest assured that we work intently on leaving Russia as quickly and as responsibly as possible. This may entail trade-offs and decisions that we, seen in isolation, would rather be without, but which are necessary in order to reach the finish line. The target is clear: Carlsberg must leave Russia. Our support for Ukraine and for the Ukrainian people all the way through this tragic process has been unconditional and continues to be unconditional. Today, I would also like to say a few words on human rights. Carlsberg has a great deal of respect for the compliance with human rights in the markets where we operate. If we know about any human rights violations in these markets, we will immediately take the necessary measures in accordance with international guidelines.

We follow the UN Guiding Principles on Business and Human Rights. Our program for human rights is an integrated part of the company strategy. Of course, Carlsberg has a policy that means that all parts of our business, and also our suppliers, are committed to living up to human rights. Furthermore, we do ongoing due diligence on human rights throughout our supply chain with support from external partners, and we also have a whistleblower system through which employees, as well as external partners, can report violations to our policies or any other circumstances in the company anonymously. We are ongoingly working to develop our ESG program, including human rights, which has been described in detail in our ESG report, which is available on the company website. As a part of this effort, in 2022, we launched a revised program for responsible supplier management.

This revised program includes thorough examinations of suppliers, also in cooperation with other international companies, in order to strengthen the total risk assessment of our suppliers. In the new program, all suppliers will be audited by an external part, and this audit will also include human rights. In 2023, we plan independent audits of suppliers in several countries, including China. We are also going to have an external partner do an additional due diligence report to supplement our own findings. Let me again turn to 2022, where we celebrated Carlsberg's 175th anniversary and the end of our successful strategy SAIL '22, which was launched in the beginning of 2016 after Cees 't Hart joined us in the summer of 2015.

With SAIL '22, we set out a strong course to strengthen and develop our business with a focus on products, markets, competencies, and culture. The strength of our strategy and the robustness of Carlsberg have been tested throughout the past three years. First, due to COVID, and most recently, due to the war in Ukraine, the sales of Russia, and the significant inflation. The very good results that we have achieved shows that Carlsberg is a strong company on a solid foundation, and it is this foundation that our new strategy, SAIL '27, builds on. Cees will tell you more about this in detail in his report. Last Tuesday, we announced that Cees 't Hart, after eight years as CEO in Carlsberg, wants to step back at the latest by the end of the third quarter this year.

There's no doubt that the impressive development in Carlsberg for the past 78 years has been a team effort, and it's been achieved thanks to a great effort from all of Carlsberg's managers and employees. Here, I would like to give a special recognition and thank you to Cees 't Hart, who has really been a catalyst for this development. In Cees' time as CEO, we have seen impressive results. As it appears from the graphs behind me, we have seen double-digit organic growth in our operating profits each year since 2018, except for 2020 due to COVID. Our return on invested capital has also been improved year on year, even if the great leap from 2020 to 2021 was affected by the fact that Russia is no longer part of the equation. We have also seen significant growth in the dividend to our shareholders.

In 2015, when Cees joined us, the dividend per share was DKK 9. This year, Carlsberg will pay out a dividend of DKK 27 per share. Add to that in 2019, we launched a share buyback program, and since 2019, we have bought back shares for a total of DKK 15.5 billion. Cees leaves behind a result-oriented company with strong values. On behalf of the Supervisory Board, I would like to warmly thank Cees for the transformation of Carlsberg that we have seen under his leadership. Let me now change course and touch upon the work we do with good corporate governance and the remuneration policy for our Supervisory Board and Executive Board.

In Carlsberg, we work actively with corporate governance. We have published our mandatory report on corporate governance and compliance with the recommendations from the Danish Committee on Corporate Governance. This report is available on our website. Carlsberg complies with all of the recommendations except for three. The first of them is the publishing of quarterly reports. Here, Carlsberg issues a so-called trading statement for the first and third quarter instead. The second one has to do with the nomination Remuneration Committees, where the share of so-called independent members is not over 50% as recommended. That is due to the fact that the Carlsberg Foundation's member of the Board are not seen to be independent. The third one has to do with the recommendation of seeking external assistance in connection with the evaluation of the Board work at least once every three years.

That was not the case in 2022, but we will do that in 2023. Each year, the Supervisory Board performs an internal evaluation of its work and composition. All members answer a number of questions about the board's composition, cooperation with the Executive Board, opportunities for improvement, and so on. Following this assessment, I have been having evaluation conversations with each member of the board and also with the member of the Executive Board and the group management. On this background, we have elaborated an evaluation report with a number of proposals for improvements, which will be assessed in cooperation with management so that relevant steps will be taken. In this evaluation report, we also follow up on conclusions and suggestions from last year's report.

Again, in 2022, the board members expressed a great deal of satisfaction with the work in the Supervisory Board and with the cooperation with the Executive Board. The Supervisory Board has set a number of targets for diversity on the board when it comes to international experience as well as gender. When it comes to international experience, the target is that at least half of the AGM-elected members should have significant international management experience, not least due to the fact that 95% of our businesses were there, is outside of Denmark, we live up to that target. Our target is also that the share of the underrepresented gender should constitute at least 40% of the AGM-elected member. In 2022, though we had three women out of nine AGM-elected members, therefore, sadly, we did not reach our target.

At today's AGM, three women and five men are up for election corresponding to the share of the underrepresented gender of 38%, which according to the Danish Business Authority is a balanced composition. It is important to me to underline that Carlsberg has a supervisory board with a high degree of diversity when it comes to skills within fields such as finance, sustainability, production, sales and marketing, management experience, regional and cultural knowledge, as well as knowledge about consumer goods. Later today, the AGM will be asked to approve the specific remuneration for the supervisory board for 2023. The supervisory board receives a fixed fee and does not take part in any form of incentive pay.

Following the proposal from the Remuneration Committee, the Supervisory Board has decided to propose to the AGM that the base fee to board members is increased by 3.5% to DKK 455,000. This increase is to be seen in the light of the general pay rise in Denmark and a way to ensure a fee that is at the level of comparable companies. Furthermore, the Supervisory Board proposes to the AGM that the remuneration to the Deputy Chair is increased from one and a half time the base fee to twice the base fee, and that the fee for the members of the Audit Committee is increased from 38% of the base fee to 50% of the base fee. The remuneration structure appears from the convening notice.

The general principles surrounding the remuneration of the Executive Board are unchanged compared to the remuneration policy that was adopted by the AGM in 2013 and again in 2020. The remuneration is determined taking into account the tasks of the Executive Board, as well as the value creation for shareholders and conditions in other comparable global companies. The remuneration consists of three components. First of all, the fixed salary. Second of all, the annual bonus plan, which is based on the achievement of a number of specific goals. Thirdly, a share-based remuneration based on the achievement of four specific targets for a three-year period.

That means that two out of three components in the remuneration of the executive board is variable, and that means that they are closely aligned with the shareholders' interests, and that they will only be paid out if Carlsberg delivers on the targets that we have set. The base fee for Carlsberg's group CEO increased by 2% in 2022 compared to 2021. In spite of the very good result for the year, the total remuneration for the group CEO fell by DKK 1 million due to a target that wasn't fulfilled for the sale of alcohol-free beer and due to share price development vis-à-vis the determined comparison group. The composition of the remuneration of the executive board in 2022 can be seen on page 10 of the remuneration report.

The supervisory board concludes that the remuneration policy has been complied with for 2022, and the remuneration report has, of course, been prepared in alignment with this policy. Before I close my report, I would like to give a warm thank you to Carl Bache, which in accordance with the changes announced by the Carlsberg Foundation, vis-à-vis the foundation's representation on the board, will not stand for re-election this year. Furthermore, I would like to welcome Ulrica Fearn, who became Carlsberg's new Group CFO as of the 1st of January, 2023. We're very happy that we have been able to attract such a competent person to take the place of Heine Dalsgaard, who stepped back by the end of 2022.

Finally, on behalf of the Supervisory Board, I would like to give a big thank you to our CEO, our Group Management, and our many skillful and very dedicated employees for their efforts and dedication throughout 2022. The war in Ukraine has meant great challenges for many of our employees. The entire Supervisory Board acknowledges the enormous pressure that, for three years now, has been a challenge and a burden for the employees in Carlsberg. With those words, I would like to pass the floor to our Group CEO, Cees 't Hart, who will add to my report and go through the key figures in the accounts for 2022.

Cees 't Hart
CEO, Carlsberg Group

A welcome from me to this annual general meeting. As the chairman already stated, 2022 was a year of great contrast for Carlsberg. First and foremost, the horrible war in Ukraine and the immense courage and resilience of our Ukrainian colleagues have made a profound impression on us all. As explained by the chairman, we have helped Ukraine and our 1,300 colleagues the best we could. I'm actually aware that we are not waking up every morning in a country at war, and we are deeply saddened and humbled by the challenges and horrors that have become part of everyday life for our people in Ukraine. There shall be no doubt that we in Carlsberg stand alongside our Ukrainian colleagues and condemn this war in the strongest possible terms.

Our key priority has been and will remain the safety and health of our people, especially nowadays in Ukraine, and we will continue to support our employees, the families, and the people of Ukraine. Marking the beginning of the war one year ago, we held a virtual town hall meeting for all employees across our markets a few weeks ago. In this meeting, our managing director in Ukraine, Oleh Khaidakin, shared the powerful story of how the Ukrainian team has been managing the enormous humanitarian and business challenges in the midst of the war. I would like to show you a short summary of his account.

Dear colleagues, dear friends. You know, one year ago, a terrible war in the heart of Europe has started. We immediately mobilized. Our Carlsberg management team was focused on three main targets. First of all, this is safety of our people, support communities and business continuity. We found ourselves in a humanitarian crisis. We're thankful to all global support we received, and particularly from our company. Immediately, Carlsberg donated EUR 10 million to support Ukrainians. Already March 8th, we decided to start production water for humanitarian needs, to support people in areas close to the front line where they really needed water. We still continue doing it. We are thankful because we never produced it before to our colleagues in Denmark, Finland and Sweden for technical support.

We also supported, created in Lviv rehabilitation center called Unbroken, which is providing to all our people actually who pays different price for our freedom to get comprehensive medical care, including reconstructive surgeries and prostheses. We also arranged a modular town in Lviv region to support internally displaced people. We arranged supply and supplying bicycles from Copenhagen to support our social workers in Lviv and Zaporizhzhia. We managed to continue marketing communication with our national football team and transferred our activities into charity initiatives. With that, I would like once again to thank all of you for your great support and follow Ukraine.

The war is bringing business challenges that few of us have ever experienced. In addition to the very complex and difficult divestment of the Russian business, which the chairman accounted for in his report, the war also escalated inflation, not least very significant energy cost increases. Despite these challenges, Carlsberg delivered a strong set of results, and the financial health of the group continues to be very good. Before I go through the numbers, let me address the state of the business through the lenses of the strategic, the societal, and the organizational health of the Carlsberg Group. As it names suggests, our SAIL '22 strategy came to an end last year, having successfully guided our journey since 2016. When we launched SAIL '22, it was with the ambition to invest in and develop our portfolio, geographies, capabilities and winning culture.

Taking stock of the business today, we have achieved a lot. We have ensured the right investments in key growth drivers in terms of brands and markets, which means that today we have a strong brand portfolio and 21 number one or two market positions across Europe and Asia. Moreover, we have embedded the so-called Funding the Journey cost discipline and mindset across the group, and we have significantly strengthened our capabilities. Let me give you a couple of examples of what we have achieved for brands and categories despite the severe challenges during the past three years because of COVID and the war. Our super premium brand, 1664 Blanc, was one of our SAIL '22 priorities, and it has been an impressive growth journey since 2016. From 2016 to 2022, Blanc more than quadrupled volumes.

Many markets across our regions contributed to this growth, including strong performance in China. In SAIL '27, we will continue to drive growth for Blanc as it remains a strong premiumization driver for all our markets. Somersby. Somersby originates in Denmark, where it was first launched in 2008. Today, Somersby is available in more than 70 markets worldwide, including as far away as in Australia and Canada. In 2021, we did a test launch of Somersby in China, which has been very positive, with volume performance exceeding our expectations. Despite headwinds in 2022, not least in Ukraine, which is an important market for Somersby, volumes were just an inch from turning the 2 million hectoliter mark. Another key priority has been and remains our alcohol-free brews, which has also delivered strong progress.

Since 2016, total volumes of alcohol-free brews have increased by more than 80%. The category continues to grow, particularly in Europe in 2022, led by brands such as Carlsberg 0.0%, Somersby 0.0%, Tourtel Twist in France, Okocim 0.0% in Poland, and Feldschlösschen 0.0% in Switzerland. In Western Europe, the alcohol-free brew volumes in 2022 almost tripled compared with 2016. Building on the very strong foundation of SAIL '22, we launched our new strategy, SAIL '27, in February 2022. The new strategy builds on the strengths of successes of SAIL '22, while sharpening our focus, making distinct choices for our portfolio, markets, execution, and winning culture. It sets a new and exciting long-term direction for Carlsberg, with higher ambition for top and bottom-line growth.

Within a month of the launch of SAIL '27, the world and our business changed dramatically due to the war in Ukraine. Despite the consequences of this, our business fundamentals remain strong, and our ambitions and priorities for SAIL '27 are unchanged. We also remain confident in our ability to deliver on our top and bottom-line growth ambitions. The sustainability program, Together Towards ZERO, was an integral part of SAIL '22 and focused on the areas of carbon emissions, water, health and safety, and responsible drinking with targets for 2022 and 2030. We have made strong progress towards the 22 targets, including a 57% reduction in carbon emissions compared with a target of 50%, and a 31% reduction in water use per hectoliter of beer since 2015, compared with a target of 25%.

In August last year, we launched our enhanced ESG program, Together Towards ZERO and Beyond. As with the previous program, Together Towards ZERO and Beyond is an integrated part of SAIL '27. With this program, we are reinforcing and expanding our actions and targets, including a net zero value chain by 2040, and new targets for sustainable agriculture and packaging. We are also intensifying our actions to source responsibly, promote diversity, equity and inclusion, respect human rights, live by our compass, and engage communities responsibly. I now turn to the organizational house of our company. On November the 10th, we celebrated Carlsberg's 175th anniversary. We can look back at 175 years, where we have always looked to brew beers that exceed consumer expectations each time, and we will continue to do so.

This can only be achieved by excellent people, and we are proud to have excellent colleagues in our markets and functions who every day do their best and deliver outstanding efforts in living the spirit of our founder and our purpose of brewing for a better today and tomorrow, every day. As part of SAIL '27, we have intensified our efforts to promote diversity, equity, and inclusion. Our employees cover demographics far and wide across nationalities, cultures, religions, sexuality, ability, and beliefs. We believe that nurturing a diverse and inclusive workforce will support our company performance and help us to achieve our financial ambitions. We have therefore set time-bound targets for women in senior management positions for 2024 and 2027.

Let me now turn to the financial results of 2022, let me start by reporting on the regional performance. Western Europe delivered good results in a volatile year, with results in the first half being positively impacted by the lifting of COVID-19 restrictions, and in the second half, negatively impacted by tough comparable and cost increases. Total volumes in the region grew by 5.4%. Organic revenue growth was 13.8%, supported by a positive channel and country mix and price increases. Organic operating profit growth was 12.6%, with profits in the second half of the year being impacted by increasing commodity and energy costs and the time lag between the cost increases and our price increases to customers. The operating margin was 14.2%, which was a slight decline of 10 basis points.

Turning to Asia, which delivered strong results in the wake of the recovery from COVID-19 restrictions in many markets. All markets, but Hong Kong, delivered solid volume growth. Total volumes increased organically by 10.3%. Organic revenue growth was strong at 18.8%, supported by a positive channel and brand mix and price increases. The organic operating profit growth was 11.2%, impacted by a planned significant increase in sales and marketing investments in Vietnam and China as part of our SAIL '27 growth plans. COVID-19 lockdowns and restrictions in China, mainly in Q4. Consequently, the margin declined year-over-year, but nevertheless ended at 22.9%. It was a difficult year in Central and Eastern Europe due to the war in Ukraine. The region anyway was able to deliver flat volumes.

Good growth in the other markets in the region offset the 20% volume decline in Ukraine. Organic revenue growth was significant at 14.7%, impacted by price increases in all markets, a positive product mix, and improved channel mix in South Eastern Europe. Organic operating profit was flat due to the higher costs, including for commodities and energy. Russia is no longer reported as part of their continuing business, but is presented separately in the group's accounts as so-called discontinued operations and disposal group held for sale. Volumes in Russia declined by 3%. Reported revenue was DKK 10.2 billion, while the net result was minus DKK 8.1 billion impacted by the write-down of DKK 9.9 billion. Now to the group's overall results.

We are proud that we are able to deliver all-time high revenue, operating profit, and adjusted net profit despite the significant challenges posed by the war in Ukraine, the rising input costs, and COVID-19, particularly in China. In 2022, revenue amounted to DKK 70.3 billion. The organic growth was 15.66%, while the reported growth was 16.9% positively impacted by currency translation, in particularly the Swiss and Chinese currencies. Reported operating profit was DKK 11.5 billion, with organic growth of 12.2%. There was a small negative acquisition impact, which was offset by currencies. Consequently, reported growth was 13.2%. The operating margin decreased by 60 basis points to 16.3%, mainly due to the higher commodity prices and energy cost.

Net special items amounted to minus DKK 784 million, significantly impacted by the DKK 700 million write down of goodwill in Central and Eastern Europe. Net financial expenses amounted to DKK 725 million. Excluding currencies and fair value adjustments, net financial expenses amounted to DKK 506 million. Net interest expenses decreased slightly due to lower average funding costs. Tax totaled DKK 1.8 billion. The effective tax rate was 17.9% due to the one-off adjustments. Excluding these, the effective tax rate was approximately 22%. The Carlsberg Group's share of consolidated profit was - DKK 1.1 billion impacted by the write down of goodwill in Russia and Central and Eastern Europe. Adjusted net profit, i.e.

Net profit adjusted for special items after tax in both the continuing business and in Russia, was DKK 9.7 billion, an increase of 40%. This strong performance was driven by the operating profit growth and lower tax rate. Free cash flow was strong at DKK 9.9 billion, composed of cash flow from operating activities of DKK 12.9 billion, and cash flow from investing activities of - DKK 3.1 billion. At the end of 2022, net interest bearing debt amounted of DKK 19.3 billion on par with 2021. The strong free cash flow was offset by the cash outflow from the share buyback program and dividends to shareholders and non-controlling interests in total amounting to DKK 8.8 billion.

The net interest bearing debt to EBITDA remained conservative at 1.23x , well below our target of below two times. We are currently operating with a conservative leverage due to the expected acquisition of our partner's shareholding in the holding company owning the Indian business and 90% of the Nepalese business. In addition, we are facing an uncertain 2023 related to consumer sentiment, pricing environment, and the war in Ukraine. 2023 will be an uncertain year. We are in an unprecedented inflationary environment, expecting a low teen increase in our cost of sales in 2023, in addition to increases in operating expenses due to the higher logistic costs, general inflation, including for salaries and higher marketing investments.

We will seek to offset these cost increases through pricing and mix, while continuing our rigorous approach to cost management and resource allocation. While the beer category is generally a resilient category, significant price increases, combined with the overall high inflation may impact consumer behavior and subsequently, volumes, channel, and brand mix, particularly in Europe. We believe that we are all well prepared, having strong brand portfolios with different price points that cater for different consumer choices. It's still early in the year, and it's uncertain how consumers will react. The war in Ukraine also remains an uncertainty in our business. We have fixed costs in Ukraine of around DKK 600 million, and depending on the development of the war, including any business interruption due to bombing and destruction of the infrastructure in Ukraine, we risk incurring losses in Ukraine.

Because of these uncertainties, our guidance for 2023 is an organic development in organic operating profit of -5% to +5%, which is a broader range than usual. As we get more clarity during the year, we will narrow this range, and we will, of course, do our utmost to ensure that we continue to the positive trajectory of continuous earnings growth and value creation. The annual general meeting is the last one for me as CEO of Carlsberg. It has truly been a privilege leading Carlsberg during the past eight years. I'm immensely proud of the organization and the results that we, as a team, have achieved. The executive committee and the extended leadership team are strong, resilient, and very well-aligned on the strategic plans and ambitions. I'm confident the successful journey of Carlsberg will continue well into the future.

I will stay at the helm for another half year, allowing me and the team to continue delivering on our challenging plans for 2023 and accomplishing the sale of the Russian business before the summer. Before leaving this podium, I would like to acknowledge the collaboration with and the support of the board. More importantly, I want to thank all my colleagues in the Carlsberg Group for their remarkable effort and dedication, not least during the last three years, which have been extremely challenging to navigate. They have made me proud to be part of this company. I wish Carlsberg and all its great people the very best for the future. My heart and thoughts are with the people in Ukraine. It's my profound hope that peace will come to our affected colleagues, their countrymen and women. With this, we commend the 2022 annual report for approval by the annual general meeting.

Henrik Poulsen
Chairman of the Supervisory Board, Carlsberg Group

Thank you very much. Before we open up for the debate, I should inform you that the annual report signed by the Supervisory Board and the AGM-elected auditors has been presented to me. I should also inform you that in the conclusion in the auditor's report, it is stated, and for today I have translated it from English, and it says, "In our opinion, the consolidated financial statements and the parent company financial statements give a true and fair view of the groups and the parent company's financial position as at 31st of December 2022 and of the results of the groups and the parent company's operations and cash flows for the financial year, 1st of January to 31st of December 2022, in accordance with international financial reporting standards as adopted by the EU and further requirements in the Danish Financial Statements Act." That is, in other words, an unqualified auditor's report.

With those word, I open the debate. So far I have five speakers on my list. Firstly, I have ATP by Mr. Mark Jessen, the Danish Shareholders' Association, Mikael Bak, AkademikerPension with Mr. Anders Schelde, I have Mr. Frank Aaen, finally, Mr. Bjørn Hansen. That was the speakers' list. First of all, I will give the floor to Mark Jessen from ATP. The floor is yours. Thank you for the floor. My name is Mark Jessen, and I represent ATP. Thank you to the chairman and CEO for a good report. 2022 was another year with mixed experiences in Carlsberg. It was an operational comeback after a few years affected by COVID, but it was also a setback due to the war in Ukraine. Let me start by touching upon the war in Ukraine. For more than a year, we have now seen unfathomable human suffering. Due to the war, Carlsberg decided to sell off its Russian activities.

That's a decision that ATP supports, and we still do. I fully understand that it's a very complex task that takes time to execute, but I look forward to Carlsberg reaching the finishing line. That said, let me now turn to the operational circumstances in Carlsberg. In 2022, again, we saw the potential in SAIL '22 unfolding after a couple of turbulent years. A continued focus on costs, a disciplined capital allocation, and good growth opportunities. At the same time, the updated strategy, SAIL '27, was elaborated on the capital markets days, and it was my impression that you are continuing to brew on what works well, and that's a development I support. When you have set out the course and you are sailing ahead at a good speed, there is no need to change things around.

A significant addition to SAIL '27 is the updated ESG strategy, Together Towards ZERO and Beyond. A new focus area in this strategy is biodiversity, that has been an item on our agenda for a few years now. Even though the climate crisis is in the headlines, the biodiversity crisis is starting to dawn on us, the problems are not less relevant in this respect. Therefore, biodiversity is part of many of our dialogues with the companies in our portfolio, I would like to praise Carlsberg for taking the lead and taking responsibility in this respect. You have set out concrete targets, they are supported by concrete initiatives within sourcing and requirements for regenerative farming. That at a point in time where most other companies are fighting just to understand the impact they have on biodiversity. Let me ask a question in this respect.

I would like to ask whether you see this effort as part of running a responsible company or whether this also could give you some commercial opportunities in the longer run. The next aspect I would like to touch upon is last week announcement that Cees 't Hart will step back. Allow me to speak English here. Cees, there's no doubt about the positive change made in Carlsberg during your tenure as CEO. Carlsberg is today a transformed and stronger company, financially and commercially. Behind every success is, of course, a great team and many great employees, but it's very tangible to feel the appreciation of your leadership when talking to people inside Carlsberg. You do also enjoy a great amount of respect in the investor community.

This is exemplified when analyst states that Carlsberg have one of the best management teams in the entire industry, a statement I support. During the years, we have not agreed on everything, our meetings have provided great insights for us, and we have appreciated the dialogue. On behalf of ATP, I would like to thank you. I would like to speak Danish for my final comments. I would have hoped that you would already have a replacement ready for Cees 't Hart. Since that is not the case, I'm happy to see that he's continuing on for a while, I hope that you will soon be able to present a permanent solution. Finally, let me wish the management and employees in Carlsberg all the best for the next upcoming year.

Cees 't Hart
CEO, Carlsberg Group

Thank you, Henrik, for your kind words. With regards to your question, with regards to a responsible business, through biodiversity, our aim indeed will be introducing regenerative agricultural practices, and the aim is to reduce by this, the carbon footprint of our agricultural footprint. Over time, we will assume that it will lead to results in higher resilience in the fields, particularly in years of drought, but also, of course, lower carbon. We will seek to communicate these benefits to the consumers through our brands. The question is, of course, whether the consumer over time wants to pay for that, but we will surely communicate it and see whether there are opportunities to commercialize these trades.

Anders Lavesen
Danish Attorney and Partner, Kromann Reumart

Yeah. Thank you. The next speaker is Mikael Bak from the Danish Shareholders' Association. You have the floor

Mikael Bak
CEO, Danish Shareholders Association

Thank you, thank you to our management, welcome to the new chair, the new vice chair, and the new CFO. On behalf of the Danish Shareholders' Association, all the private investors, wonderful to see so many of you here today. This is very good. You are having a physical AGM together with an electronic AGM. It's important. It's really important also here after COVID that it's possible to attend both physically and digitally, you know, to be able to meet once a year here with management to discuss how things are going, also the important things that are happening in the world. Normally, I mean, the company sets the agenda. The media normally listen in but don't ask questions. It is important for shareholder democracy that another, a big company discontinued their AGM this year.

That's not gonna happen here for Carlsberg, I'm sure, and thank you for holding the AGM here in the most beautiful surroundings in the country. Right. We want to praise Carlsberg and the many skillful employees for a wonderful effort in 2022. Certainly, well approved also with the dividend. The share price went down 17%, but that was at least less than the market in general, and it was a very difficult year, so, a job well done. As we've heard, the company started the new strategy period, SAIL '27. The Cees 't Hart, well, he's stepping down. I really like to thank you, Cees 't Hart. I'll do this in Danish. I hope that's okay, says the speaker. Thank you for a wonderful piece of work you've done for the shareholders since 2015.

My first question to the chairman of the board is, do you think that a new CEO that you haven't found yet, will that person have to revise the strategy plan that will be running for a few years now that we also have a new CFO? Do you think a new style may be introduced or new goals for the business? How do you see the risks for shareholders, that will be there when we have a new CEO? My second point concerns what we've talked about, you know, that we are a well-known brand. Carlsberg is a well-known brand all over the world. There's a lot of attention. We've seen it with Russia. We've seen it with China over the last week or so.

We as private investors, I mean, we certainly trust the good work that is being done by Carlsberg. This is also why we have been siding with Carlsberg in relation to many of these cases that will turn up now and then. The cases will turn up. Human rights are important. We agree on that. My question here is the whistleblower scheme that you have, I think that also concerns external people, right? Could you do more? Could you do more to make it more visible, the whistleblower scheme? Could you have introduced more transparency in the way you deal with comments coming from whistleblowers so that hopefully we can avoid too many individual cases? I mean, we can't avoid them completely, but anyway. Brings me to my last point.

Carlsberg is one of many Danish export companies that we can invest in as private investors. There's more pressure also on living up to human rights and so on. How does the chairman of the board see that? I mean, how do you see the fact that Carlsberg is just one of many companies that is facing these challenges around the world? Should it be the Confederation of Danish Industry that took the lead? Should it be Danish politicians that took the lead so that individual companies don't have to face the music here? Analysts think that share markets will assess earnings in China, for instance, you know, with a sort of lower ranking so that the pricing of the share may go down if we cannot handle these issues.

I'd like to hear from the chair of the board also what he has to comment. That was it for me. I wish you all the best in the coming year, and thank you to all the employees of Carlsberg for their sterling effort in the year under review.

Anders Lavesen
Danish Attorney and Partner, Kromann Reumart

Thank you very much. The chairman of the board.

Henrik Poulsen
Chairman of the Supervisory Board, Carlsberg Group

Thank you for those questions, Mikael, and thank you for your support in several aspects. When it comes to the continuity in our strategy, SAIL '27 has been developed in cooperation with a broad range of the management in the company so that it is very solidly anchored in the company. We believe that the targets we set and the course we set in the strategy is the right one, and I'm sure our new CEO will agree. Of course, we will not tie the hands of a new CEO, but we do not expect changes as such to our strategic course. Our focus will continue to be on value creation and long-term growth with SAIL '27 as the new point of departure.

You ask about the risks of changing CEO, and I will take the responsibility upon me, and I think that the greatest risk would be if the supervisory board, for some reason, doesn't choose the right match for the company. I can assure you that we do our utmost to make sure that that doesn't happen. It's a very thorough process, and I'm very optimistic.

About the CEO change, even though this is, these are big shoes to fill out when you take over from Cees 't Hart. With Ulrica Fearn we now have a new CFO with 20 years of experience from the beverage industry, and she is fully introduced to the company and very efficient in her new role. Moving on to our whistleblower scheme, Carlsberg does have a very well-functioning Speak Up line, as we call it. It's accessible in a range of different languages, and it can be used by internal as well as external employees. All calls are placed to an independent third party and can be done anonymously. As can be seen in our ESG report for 2022, we have received 157 calls through this Speak Up system.

58% of the cases that were closed in 2022 as a consequence of these cases were upheld in their entirety or partly. They also, in some cases, led to layoffs. It's an important early warning system for us and our stakeholders. We are continuously assessing how to improve the system, how we can co-communicate more broadly to our suppliers and partners. We are extending the ways in which you can contact us, for instance, also through non-electronic channels. Moving on to the last question about geopolitics, it's safe to say that the intersection between business and geopolitics is a very sensitive and relevant question as geopolitical changes have increased. Companies have to take responsibility to make sure that they comply with human rights in their business, and that also goes for suppliers and partners.

It includes being ready, as I mentioned in my report, to audit suppliers and look into their ways of doing business if you have any concerns in this matter. There is no doubt that the market is looking closely at the relationship between China and the U.S., or between China and the West more broadly. It is my impression that the basic assumption is still that China and the West will be able to continue to trade actively together. It is vital to the economy and stability of both parties, and therefore also to the world economy as a whole. There's no doubt that geopolitics has become an even more integrated part of our strategic considerations, and that goes for all global companies. It's an area with many dilemmas and very few simple answers. Denmark has an open export-oriented economy.

Our society, economy, and labor market are structured based on a world with international trade and global supply chains. Therefore, that is also a debate that should be nuanced and should be taken broadly. As you imply in your question, Mikael, this is not a question that can be answered by a single company in isolation. I think I'll leave it at that.

Anders Lavesen
Danish Attorney and Partner, Kromann Reumart

Thank you very much. We will move on, the next speaker will be Anders Schelde from AkademikerPension.

Anders Schelde
Chief Investment Officer, AkademikerPension

Thank you. As you heard, I'm Anders Schelde, and I'm speaking on behalf of the AkademikerPension and LD Fonde. This is the LH Supplementary Pension Fund. We've invested heavily in Kronos and Carlsberg together. I'll speak English now. I am switching to English to better express a special thank you to you, Cees 't Hart. A thank you for what you, together with your management team and all the employees at Carlsberg, have brought to the company during the last eight years. Today, Carlsberg is a very different place than it was when you joined. The company is financially robust, the product platform and the overall competitive position has improved considerably, and the share value has doubled. You're passing on a solid organization with a strong culture and a clear strategy that also contributes to tackling imminent sustainability challenges facing us all.

These achievements are impressive by themselves. The challenges, however, are not all in the rear-view mirror, but Carlsberg can seek to address these challenges from a position of strength. Thank you for all your hard work. Now to the Danish. The war in Ukraine is still going on. Unfortunately, it wasn't so short as we had all hoped, and it has led to human tragedy, inflation, and pressure on local value chains. Many companies have cut the ties to Russia, and I have promised to do so, but many are still present. The responsible choice is to leave as quickly as possible, but also without simply giving Putin and his regime the production apparatus.

It is not an easy exercise. It is not easy for every company. There's a big difference between having your own factories in Russia or just exporting a bit to Russia. Here it's quite obvious that Carlsberg's challenges are bigger than most other companies. This has led to very tough criticism in the media, we think, without nuances. You know, that being said, we do believe the communication from Carlsberg could have been better in this process, so that we shareholders, customers, beer drinkers, and so on and so forth, knew what to expect. Fortunately, it has improved, and also today, I've noticed that. Transparent communication, also about difficult issues, that's essential if you want to succeed. We've talked about it too in the dialogue we've had, and our expectations have also been covered by the press, as you may have seen.

Here, well, in the press, well, you know, it gets cut down to something that's difficult to recognize very often. You're now more transparent. You're communicating more details about your divestment in Russia. It is certainly a difficult exercise, but, I mean, I praise you for tackling it the way you do. I'm also here to talk about a proposal from AkademikerPension and LD Fonde. This is a proposal that encourages Carlsberg to strengthen its communication and documentation of when it comes to respecting human rights and workers' rights. We also want Carlsberg to publish more details about the financial risks that you see in markets where the governments are known for systematically violating human rights. Could be China, has been mentioned a number of times today.

A number of well-reputed Danish analysis, Carlsberg is not scoring so high on openness on that one. That is a shame because we believe the potential is there, and we are certain that it can be released. New legislation is also coming from the European Union, so it's really due diligence to do more now, we believe. Well, as a long-term investor, we'd like to support Carlsberg's long-term business success with this proposal. We fully trust that Carlsberg is fully aware of the human rights risks that can influence the company. Our proposal is only that we want more communication towards the general public. We do believe that will benefit the company in the long run in a complex world that is changing a lot.

The way we see it, the war in Ukraine has made it clear that the handling and communication of human rights risks can have big consequences for a company. This could also apply to other markets in the future. China could be a case in point. This very broadly covered, you know, reporting of human rights violations in China, they are a big risk to Carlsberg. This is our proposal. Why are we asking it? Well, the board has said it will not support our proposal. The board says that by 2024 it will comply with the content of our proposal. That's joyful. We look forward to seeing how our strengthened communication plays out. We can continue our communication about this topic that we've had now for a couple of years, this dialogue.

I'm coming to the end of my thing, my presentation here. I have two more things, though. A recurring topic is remuneration. It's also on the agenda today. We do believe that we have said that we will vote against the policies, the report, the remuneration report. We do it for the same reason as always. We want more transparency when it comes to the granting of variable salary or pay contributions. We do believe there's a bit of an odd balance when you look at fixed salary and variable pay. My last point, the composition of committees. Mr. Poulsen talked about it in his presentation.

We also said that, you know, when talking about independence in committees, that really must be in the spirit of Carlsberg to comply with these guidelines, which are there to ensure that all shareholders' interests are catered for. We'd like to see that the nomination and Remuneration Committee could do this. We look forward to continuing the excellent dialogue and continue to monitor what's going on at Carlsberg. Thank you very much for your attention.

Anders Lavesen
Danish Attorney and Partner, Kromann Reumart

Yeah. Thank you very much. The chairman of the board.

Henrik Poulsen
Chairman of the Supervisory Board, Carlsberg Group

Thank you for your remarks, Anders, and thank you for your constructive proposals. Also, thank you for your comments about our communication about Russia. We have tried to be transparent, but I must admit that we have not always succeeded in our dialogue with the media. As you say, it's a complex subject where nuances and dilemmas sometimes are not taken into account. When it comes to the reporting on risks connected to human rights issues, this is an area that we are working on strengthening. It's an area in development when it comes to regulation as well as in the companies themselves, and we want to support that development.

I can also confirm, as you touched upon, As regards the proposal you have made, a further obligation and the further regulation that is coming about human rights will mean that we will fulfill the demands in your proposal. I also take note of your comments about the balance between fixed salary and variable pay. We have understood and duly noted your remarks. Let me add a comment about the independence in two of our board committees. We are very much aware of the independence if this, in the Supervisory Board, as well as in the board committees. As I mentioned in my report, we're a bit challenged due to the fact that the very competent representatives from the Carlsberg Foundation are not considered independent, which is special circumstance vis-à-vis our main shareholder. Of course, we will still strive for a maximum of transparency in our board as well as in our board committees.

Anders Lavesen
Danish Attorney and Partner, Kromann Reumart

Thank you very much. The next speaker is Frank Aaen. The floor is yours.

Frank Aaen
Representative, Danish Association of Critical Shareholders

At the last AGM, I asked about compliance with human rights in the Xinjiang province. The answer was that everything was well and good. Carlsberg has high ethical standards, and they had even had an expert looking into Carlsberg itself and its partners in Xinjiang, and whether they lived up to the company's ethical standards. As others have mentioned, we have seen new exposures of the conditions in Xinjiang from the Danish TV channels. They have shown us documentation that in the province of Wusu and at the brewery of Wusu, they are themselves, and through partners, working with the Chinese regime that is imposing forced labor.

How do you deal with these programs by the regime, and can we see the report that you have done in that respect? It should be public according to the UN guidelines, guiding principles, and as I hear, you comply with these guiding principles, so please show us that report that you've made. The replies about the situation in Xinjiang that we have seen in the media, the company simply refers to its ESG report. I have read the ESG report, and I have noted that the Xinjiang province is mentioned once in the list of the company's breweries in China. Way to go. Henrik Poulsen said, and it was mentioned before as well, that there is a whistleblower scheme called Speak Up.

In the ESG report, it says that there are 58 cases where you have been made aware of human rights violations. Can we get the information of whether any of these cases come from the Xinjiang provinces? Have these cases resulted in any real changes, or did you just lay off some people? I hope you could give us more answers. Otherwise, we would have to ask again. Perhaps if you can't answer now, you can come back with that information. We've also seen on TV that now you are going to launch a new examination by an independent third party. Can you tell us who that third party is? Can we know the mandate of this new examination, and can we get the results of this examination?

Can we be sure that the results will be published? Of course, I support the proposal put forward by AkademikerPension and LD, I understand, listening to Henrik Poulsen, that you are already doing these things. All right. It's quite suspicious that you don't want to vote in favor of this proposal. Can we get a reas on why you won't vote in favor of a proposal that you agree with? I find it strange and quite suspicious. As a big stakeholder in Xinjiang and in China, Carlsberg is obligated to have a sharp opinion on human rights and the compliance with human rights in China. You cannot just close your eyes. I'm sure we agree on that. In that connection, I have a question. Has Carlsberg replied to the criticism given by the UN six months ago?

That was a very sharp criticism as to the conditions in Xinjiang. Has Carlsberg read this criticism? Have you considered it? What measures are you going to take? The foreign minister said that he agreed with the report and that he wanted to see action. Has there been any action? Has there been any cause for action for Carlsberg in the wake of this very sharp criticism? I think these are important questions. The most important question is whether there is openness about what you do, about what you look into, and about what you do with the results that you get. I hope that we will see much more openness than we have seen so far. Let me end with a completely different question, a tax related question. That is my area of expertise.

Last Friday, I sent a question to the company and I have received no reply. I hope I will receive a reply today. I have reviewed the tax payments from Carlsberg to Denmark, as they appear from the public tax lists. There are figures for how much you have paid, and there's also figures for your legal tax base. If you compare those figures, you come up with the very strange result that on average, the past five years, the tax rate has been 4.2%. 4.2% of your legal tax base, of the earnings you were supp osed to pay taxes of. Everybody knows that the tax rate for companies in Denmark is 22. I would like to get a reply on that question as well. Thank you.

Anders Lavesen
Danish Attorney and Partner, Kromann Reumart

The attack. Thank you. The chair of the board.

Henrik Poulsen
Chairman of the Supervisory Board, Carlsberg Group

Thank you for the input and your questions, Frank. Let me say once again that we have a comprehensive program to follow up on compliance with human rights in our activities and among our suppliers. I will continue to extend and strengthen that program. The cover on TV 2 and by Danwatch the last few days, I would say that what you're saying in your speech, Frank, I cannot recognize. The Speak Up cases that we get in through our whistleblower system, we report every year how many we receive in our ESG report, and we also describe some of the consequences that are taken on the basis of the Speak Up cases. There is a limit to how far we can go and how much we can go into detail with the individual cases.

I hope for some understanding for that. As regards to the proposal from the AkademikerPension and the LD Fonde concerning more reporting and financial risk concerning human rights, I will later at this AGM, come back to explaining why we do not recommend voting in favor. It's got nothing to do with sharing the point of view. We do share the point of view. We fully agree with the opinion that has been expressed in the proposal. There's another reason why we think it is not appropriate. It's not in the company's interest to vote in favor. I'll explain that in a little while when we come to that. Finally, concerning the comment, are we shutting our eyes? We certainly are not. We are keeping our eyes wide open. We continue to follow up.

As I mentioned in my report in 2023, we will be carrying out a number of additional audits in the world, including in China. Those audits will also include a focus on human rights. We will also continue expanding our reporting on human rights, including any financial risks, as specified in the proposal from the AkademikerPension fund . That work has already started. It was started last year.

Anders Lavesen
Danish Attorney and Partner, Kromann Reumart

Thank you. There was a question about taxation also, wasn't there? Answer that question.

Ulrica Fearn
Chief Financial Officer, Carlsberg Group

Yes, your observation is correct. Carlsberg is a global company, and we have got entities in many countries and across the world, and we do pay corporate income tax in those countries that we do generate profit. Basically, corporate taxes paid abroad reduces the Danish tax payables, and this is to minimize double taxation across countries. In total, we saw this before. Carlsberg paid approximately a bit less than DKK 2 billion in corporate tax in 2022 and DKK 19 million in Denmark. These are mainly withholding taxes and royalties. In total, Carlsberg has paid DKK 29 billion in respect of both corporate taxes and excise duties, and that on its own is 47% of turnover, significant.

Overall, the effective tax rate, as we stated in the annual report, is for a global business of about 17.9%, in 2022. Actually that's been impacted by a few non-cash one-off adjustments, and without that, it is indeed in line with the 22% overall.

Anders Lavesen
Danish Attorney and Partner, Kromann Reumart

Thank you very much. Frank Aaen wants to speak again. You have the floor, sir.

Frank Aaen
Representative, Danish Association of Critical Shareholders

Thank you for the last reply. Could I get that in writing? Then I can elaborate a bit on it. I will do that when I see it. So far, thank you. To Henrik Poulsen, I had some very specific questions, didn't I? No. First of all, let me say. You said I misquote. That is not true. I said that, it was from TV 2 in Denmark, and that's what they said, you know. I have not misquoted that, no. No, I haven't. I asked, could we see the report that you referred to last year concerning the Xinjiang pro-province? Can we see that report?

I also asked concerning the new survey, can we be informed who the third party is going to be who will carry out that survey, and can we have that survey published? These were three very specific questions that I would like to have a reply to, please. Thank you.

Anders Lavesen
Danish Attorney and Partner, Kromann Reumart

The Chairman.

Henrik Poulsen
Chairman of the Supervisory Board, Carlsberg Group

Thank you, Frank. I do not want to go into more detail about quoting and misquoting. I'm just saying we do not share the point of view that you expressed that Carlsberg cooperates with the Chinese government concerning work programs in the Xinjiang province. That is certainly not something that we've seen any documentation of, and I do not believe that in the media cover there has been any documentation saying that Carlsberg cooperates actively with the Chinese government on things like that. That was my specific reply.

When it comes to presenting the individual results of individual audits in the world on suppliers, that would be extremely extensive to do that, to publish all the audit reports that we do, and there would be a number of legal issues involved in doing that. No companies in the world, as I know, do that. It's not gonna be something that Carlsberg can start doing. We carry out our audits, and we present a total report of what we do and what the consequences we draw.

Anders Lavesen
Danish Attorney and Partner, Kromann Reumart

Thank you. If you want to have the floor again, you can come again. I think we are not going to make any further progress, since, says Frank Aaen. We will make progress because we'll go to the next speaker. Bjørn Hansen, you have the floor.

Bjørn Hansen
Shareholder, Carlsberg Group

My name is Bjørn Hansen. I would like to thank Henrik Poulsen for his good report on the annual accounts. He's doing it well. He's very objective in his report. It's a pleasure to see him as the new Chairman of the Board. The last chairman was also really good, especially in the last couple of years. I hope you have a great time here in Carlsberg, and your results is good. Good luck with you. I hope we see you again here, and many greetings to the tax man in Nederland and in Denmark. This, I start with some questions, and you can tell me that in Danish if you want, the Frank Gusman.

In Carlsberg's documentation, it says that the overall number of shares is more than 33 million, and the number of votes is 673 million. Each share carries 20 votes. Where do you buy and sell the Carlsberg share? On what stock exchanges in Europe and the U.S. and perhaps Russia? Who owns the A shares and the number of them and the number of votes? The B share, here we have 108 million and some. Number of votes, 216,315,108. Who has the most B shares in Russia, in the U.S., in England and elsewhere? Who decides that 20 shares gives you two votes in Carlsberg? I assume that the articles of association are valid for every country in which you operate.

I can see from the accounts how many companies you own, and fortunately, I can see that there are very few of the companies that are 100% owned, and that's a good thing. That leads me to the debt in Carlsberg as of the 31st of December and in March 2023. Nordnet, a Swedish bank, and Saxo Bank have different figures, and PricewaterhouseCoopers also has a different result. Some of the Danish banks, such as Danske Bank, are very restrictive in their information about Danish companies, and they talk about errors in English and Danish, but there is no information about the annual accounts of Carlsberg. You need to look into the investor directive as well. Is that the future for Carlsberg?

In Germany, it is unthinkable that a large German company would not publish its accounts in German first, then in English and in French. With Hapag-Lloyd, the biggest shipping company in Germany, would do that in German as well. You can just put it into Google and get it translated into more than 50 languages. When is Carlsberg going to give its investors and partners the service of being able to choose their own language of the accounts and reports? We often see the mistakes in TV 2 News. They do tons of mistakes because they don't know how to translate millions and billions. We see thousands of errors. Right. That leads me to the sales of your breweries in Russia. Why do you postpone your promises from last year?

I must say to the praise of Henrik Poulsen that he's given us a lot of good explanations, that it's not all that simple. He has a position in a holding company in Maersk where he has insights into many other companies, and 50,000 containers last year for the annual general meetings have been removed. They were empty, and they came out through Rostock and Murmansk and St. Petersburg and elsewhere. They know some stuff in Maersk, and you could learn something from them. How much have you depreciated, and what is the loss that you expect in Russia for each of the breweries that you still own in Putin land? Why not move your brewing lines and canning lines to Ukraine and start up with soda in cans? In the Emirates, there's a free port where A.P.

Møller-Maersk bought a big storehouse, and they distribute to all of the Middle East. Now the levies in Dubai on alcohol and beer have been reduced to almost zero, and tourists really demand Tuborg and Carlsberg. I saw that in the World Expo this year. Back during the Second World War, Carlsberg would deliver and supply the British colonies with beer. That was a good deal, and I think they should continue that export journey. Tuborg was perhaps more for the young people. They did all these marketing slogans that could easily be transferred to countries with humor, such as the U.K. and the U.S. There's not many countries that don't have the poster with the thirsty man, and it should be in Danish. They want Tuborg beer.

When you sell more than 3 million of these posters a year, I think that's a job well done. Could be the way to selling more soda and more light beer as well. What kind of growth do you expect in 2023 and 2024 in Denmark and the EU and other important markets besides the annual 10% growth in Dubai? How will a new Danish American management deliver growth of 16% per year? I think that your growth figures here are very, very impressive. The Flying Dutchman is really good, and congratulations. Not many people can show results this good. Unfortunately, again, we cannot see the number of shares and options given to the Executive Board and Supervisory Board, or owned by the Executive Board and Supervisory Board. I don't mind share options.

They can be kept for a number of years. Contrary to other speakers, I don't mind that they will make DKK 100 million or DKK 200 million in a good year. I think they pay more taxes than 4%. I also think that you need to use that as the carrot for attracting good top management also in the future for a company this size. What are the figures like for beer and soda per million when you sell? How many aluminum cans do you sell in Denmark? Many grocers say that 55% of their beer cans has not been produced yet. We also see border trade with Germany, and we see Danes going across the border to Germany to buy millions of cans. Has the market stagnated here?

As far as I can tell, 60% of sales are in cans. I think Henrik Poulsen touched upon it. I think it would be a brilliant idea if you could move the canning lines for beer away from Russia. I'm sure Putin will start up the dialogue once he only has soda left and no beer. You should show that off in the World Expo. I saw it there as well. You could can 5,000-10,000 cans an hour. I'm sure you can find a safe basement in Ukraine to place your canning lines. It would be good for them to make some money. I'm glad to see that you've been supporting Ukraine. I'm very glad to see it. An additional question. I hope I'm wrong, but I don't know.

It says here in your accounts on page 102. It says exchange rate. That should be translated into Danish for Danish investors. Here we see the 10 most important currencies. But you do not write U.S. dollars, but you do write Russian rubles. The rubles are apparently DKK 0.09. That's the exchange rate for rubles in 2022, apparently. I also understand on Henrik Poulsen that you have some frozen assets over there. Perhaps you should spend what money you have from Russia to restore buildings and houses in Ukraine, because the Russians are destroying houses every day now. The write down by about 40%. Is the profits DKK 60 million off? It doesn't really matter, but I can't really get the figures to add up.

What Danish banks does Carlsberg use to exchange rubles into Danish krona and other currency? You have traded in Russian rubles with Finnish and Swedish banks, but what happened to the RUB millions in 2022 after the Russian invasion in Ukraine? Henrik Poulsen said that you can't really make that up, but how much money is in your accounts in Russia?

Perhaps you need to take that money out in cash because NKT had a trial once. They delivered some cables to Saint Petersburg, to the Pacific Coast of Russia, and only after many, many years later, they got their money. It was under Boris Yeltsin. If you want to exchange that money to what it's worth, then you should do an agreement like the Renault agreement, as they call it at A.P. Møller - Mærsk. I think you're doing great, and I wish you all the best for the future. Thank you very much for the floor.

Anders Lavesen
Danish Attorney and Partner, Kromann Reumart

Yeah. Yeah. Thank you for these questions. I think that Cees't Hart has something he'd like to say.

Cees 't Hart
CEO, Carlsberg Group

With these kind of questions, you make the Flying Dutchman collapse, I think, in the coming quarter. We will try to give you all the answers. Very much so that I will do my bit, if you like, and Ulrica will do especially the question on the debt and exchange in Russia, exchange rate in Russia. With regards to the shares, Carlsberg, as you know, is listed at the Copenhagen Stock Exchange, where both A and B shares are traded. As a listed company, we are not able to provide the details of the ownerships of A and B shares.

Major shareholders have to notify us when holdings exceed over 5%, and that's at this moment of time, only the Carlsberg Foundation and a U.S. investor called MFS, and these are the only ones that have a shareholding above the 5%. With regards to the languages, it was decided by the AGM some years ago, I think five years ago, to only publish the report and associated communication in English. That's what we decided a few years ago, and we stick to that. On Russia, the chairman has covered quite a lot on Russia in his speech. To answer the question, since the announcement of the decision to leave Russia, we have been working on two areas.

First of all, to carve out, so separate, the business in Russia. It was very much integrated in our region. That took quite a while. Also to find buyers for the business. You can compare us with many other businesses in and outside Denmark, but we are probably. No, not probably. We're the only one that is the largest fast-moving consumer business in Russia. That makes it significantly more difficult. Since we announced the intent to divest the Russian business on March 28th, we have run a process to clarify the impact of the sanctions and also understand what is needed to get approval from the Russian authorities.

We, of course, needed to select legal and financial advisors, identify potential buyers, understand where they get their money from, and screen them with regards to very specific requirements. That's where we are now at this moment of time. We have narrowed the list of potential buyers. We have a handful. At this moment of time, in Istanbul, there are presentations from management to these potential buyers. Then we hope before the end of Q2 to have a signature of one of the buyers, and then move to the approval of the approval process of the Russian authorities. It's a very complex task.

I know that everybody that is not involved in it can simplify it, but basically it is complex, and it took us much more than much more time than we thought. As one of the speakers said, also the war took longer than we thought. Also this process is changing continuously because of all the tensions between, also between Europe and Russia. With regards to the communication on this, I heard now a few times that we have not been transparent. I can tell you, we have been as transparent as we could be. As transparent as we could be.

At the moment that we would have been as transparent as you want or the press would like to see it, we would have endangered our people in Russia that run the business at this moment of time. We would have endangered the process. We would have endangered the number of buyers interested in us. Probably, we would have come to the situation that we would not be able to sell. It's relatively easy to criticize, and I take that. We also take to our heart that we should maybe be more transparent, if and when possible, so I will take that. I think it is a bit too simple to say, "Just be transparent," in this case. It is very difficult.

We have been, as I can say, tell you, because I'm very much in favor of transparency, we have done our utmost to do it. The only thing is not everybody, not every journalist heard what they liked to hear. That's different of course. Going forward, we will be as transparent as we can be in order to really make sure that we finish this process, before the end of Q2. With regards to our guidance and growth, we have given a guidance of an organic operating profit development of -5% to +5%. We are not guiding on top line. We have not done that over the last eight years.

We only do that on the earnings expectations. We are not commenting on individual markets nor individual product categories. With regard to shareholders or shareholding of the members of the Supervisory Board and the Executive Board, well, this is detailed in the Remuneration Report, which we published in connection with the full year results in February. With regards to the debt, over to you.

Ulrica Fearn
Chief Financial Officer, Carlsberg Group

I can also talk about the ruble rate, 'cause I think that was mentioned as well, just to sort of finish that off. The rates absolutely indeed, I wonder whether I'll get more attraction on the English. I'll learn Danish one day. On the rates, that I mentioned, they are indeed the official rates, and they are the closing and average of 2021 and 2022. To the point, they are indeed not guaranteed to be what you can actually get in the market, and we will have to value that according to accounting standards by each of end of each period. At the point in time, could go up, but it could also go down.

That was also related to this, a question around banks used. We have to, of course, change that as the sanctions come in, and we are very careful to make sure we're compliant with sanctions and use the banks that we can internationally to do so. On the last piece around debt, I think it was about debt disclosure. I hope we've got a fairly extensive debt disclosure. Shows our financial debt, which was amounted to DKK 28.6 billion, of which the net interest-bearing debt was DKK 19.3. It also shows how much is cash, or what's left of the DKK 9.3, which is mainly all of it. Our average debt duration is also disclosed.

Our net interest-bearing debt versus EBITDA, which is our leverage rate. Which has come down and is a little bit more conservative in times like this, which is prudent and good to have a strong balance sheet in the uncertainties that this face

Anders Lavesen
Danish Attorney and Partner, Kromann Reumart

Yeah. Jeg kan se at, Bjørn Hansen ønsker ordet igen.

Henrik Poulsen
Chairman of the Supervisory Board, Carlsberg Group

I can see that Bjørn Hansen wants to take the floor again.

Ulrica Fearn
Chief Financial Officer, Carlsberg Group

Ja, tak skal du have. Tak så mycket.

Henrik Poulsen
Chairman of the Supervisory Board, Carlsberg Group

Thank you very much. Yeah, we can speak Swedish. That's okay.

Anders Lavesen
Danish Attorney and Partner, Kromann Reumart

Lige over. Tak.

Cees 't Hart
CEO, Carlsberg Group

Den er svaret.

Anders Lavesen
Danish Attorney and Partner, Kromann Reumart

Der er ikke yderligere.

Cees 't Hart
CEO, Carlsberg Group

Du skal have ordet.

Henrik Poulsen
Chairman of the Supervisory Board, Carlsberg Group

Do you have no further comments? I'm sure we'll have the answer some other day. I have no further speakers on the list. That means that we can move on to make decisions as to the items on the agenda. First of all, I can note that the AGM has taken note of the report with any comments added by the shareholders and management. As regards agenda item two, which was the approval of the annual report and discharge, I should emphasize that discharge means that the supervisory board and executive board are granted discharge from any liabilities in relation to matters described in the annual report.

We are now going to make a decision on Item 2. I can inform you that Carlsberg would like to see that the exact result of the vote is recorded, showing how many vote for and how many vote against a given proposal. I propose that we seek to have the exact result of the votes recorded without a ballot in accordance with 5D. For each item on the agenda, I will ask the general meeting to follow the following procedure. First of all, you should make it known whether anyone wants to vote against or not vote. If it's a limited number of shareholders who wants to vote against or abstain, then you can be given a voting slip where you can vote against or abstain. I would propose that everyone else is recorded as voting in favor.

That way, we can record the exact result of the vote, because we can then add to that the proxies and postal votes that we have received. If there are many who vote against, we will launch an actual vote, and we will do that when it comes to item 5D, because we deem it appropriate due to the nature of the proposal. Do you have any objections to this procedure? That is not the case, we will then move on to vote on the annual report and to grant discharge. I will therefore ask if there are any shareholders who wish to vote against or abstain. That does not seem to be the case. I assume that all shareholders voted in favor of adopting the annual report for 2022 and granting of discharge.

We can then move on to Item 3, which is the proposal for distribution of the profit for the year, including declaration of dividends. Are there any shareholders who wish to vote against the proposal of the board or to abstain from voting? That does not seem to be the case. I therefore assume that all shareholders present vote in favor of the proposal of distribution of profit for the year, including the proposed dividend of DKK 27 per share. That leads me to Item 4. This is an advisory vote on the remuneration report for 2022. As mentioned, this is only an advisory vote. This means that if the shareholders do not approve the remuneration report, Carlsberg must explain in the remuneration report for 2023 how this result has been taken into account.

Are there any shareholders who wish to vote against or to abstain from voting? That is not the case. I assume that all others vote in favor of adopting the remuneration report. That leads me to Item 5A. Here, the Supervisory Board proposes to amend the remuneration policy for the Supervisory Board and Executive Board to increase the Deputy Chair fee from one and a half times the base fee to twice the base fee. Secondly, that the Audit Committee member fee is increased from 38% of the base fee to 50% of the base fee. This increase is proposed to maintain parity with median board fees payable in peer companies. Does anybody have any comments? Does anyone want to take the floor? That is not the case. Are there any shareholders who wish to vote against or to abstain from voting?

That is not the case. Yes, there is one. Who wants to vote against, I assume. Please pass on your voting slip so that we can include it in the calculation. Are there any others who wish to vote against this proposal? That is not the case. Assume that the AGM has voted in favor when recording the exact result, and I can then duly note that the proposal is adopted. That leads me to item 5B, which is the approval of the Supervisory Board for remuneration for 2023. Here, the Supervisory Board proposes to increase the base fee by 3.5% to DKK 455,000. This increase is proposed to reflect the Supervisory Board's understanding of expected general market pay increases in Denmark and to maintain parity with median board fees payable in peer companies.

Thus, it is proposed in accordance with the remuneration policy for the supervisory board and the executive board of Carlsberg that the supervisory board receives the following remuneration: ordinary members receive a base fee of DKK 455,000, the chair receives a fee of 4.5 x the base fee and shall receive no further remuneration for any committee work. The chair of the remuneration and nomination committee, respectively, shall receive a fee of 50% of the base fee. The chair of the audit committee shall receive a fee of 113% of the base fee, and ordinary members of the remuneration and nomination committee shall receive a fee per committee seat of 38% of the base fee. Since the adoption requirement specified in agenda Item 5 A is met, the following additional remuneration is proposed.

The deputy chair shall receive twice the base fee, and ordinary members of the Audit Committee shall receive a fee of 50% of the base fee. Are there any comments in this respect? Can I then take it that everyone votes in favor, or are there anyone who wants to vote against? That is not the case. I can then conclude that the proposal is adopted, and we can go on to record the exact voting result.

Anders Lavesen
Danish Attorney and Partner, Kromann Reumart

That brings us to 5 C. It is proposed to reduce the company share capital with nominally 90 million by cancellation of 4.5 million 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 as part of the company's share buyback program, which was open in the period from the 4th of February 2022 until the 6th of January 2023 for a total amount of DKK 4,084,194,400, corresponding to an average repurchase price per share of about DKK 907.60. The capital reduction is carried out at a price of DKK 4,537.99.

As a consequence of the capital reduction, the article associated will be updated in Article 4 with this change in capital. Does anyone wish to speak on that one? Bjørn Hansen, you have the floor.

Bjørn Hansen
Shareholder, Carlsberg Group

Henrik Poulsen. Henrik Poulsen, could you give me a reply? What's the advantage for the shareholders if there is this reduction in the share capital? What's the advantage to shareholders? Yes, I can do that, says the chairman.

Henrik Poulsen
Chairman of the Supervisory Board, Carlsberg Group

Yes, Bjørn , these are shares that we've bought back as part of our share buyback program. It's normal procedure that the bought back shares are then canceled. That's part and parcel of the cycle that we work in when we buy back shares. I mean, we are not allowed to own that many of our own shares. It's a natural consequence of the share buyback program.

Anders Lavesen
Danish Attorney and Partner, Kromann Reumart

Right. Thank you. Does anyone else wish to speak on that one? If not, I want to hear if there's anybody votes against or wants to abstain from voting. I take it that everyone else is voting in favor.

I hereby conclude that the proposal has been duly adopted. That brings us to Item 5 D on the agenda. This is proposal from AkademikerPension and LD Fonde and the foundations. What is being proposed is that the board is to report on the company's efforts to respect human rights and labor rights in accordance with the United Nations Guiding Principles on Business and Human Rights, the UNGPs. Secondly, which, if any, human rights-related financial risks that the company has identified and how it seeks to address these. The reported information shall be updated and published at least once a year at a reasonable cost, omitting proprietary information and, you know, within reasonable cost. The reported information shall be made public before the AGM notice starting in 2024, and they may be included in the current reporting suite. The proposal has...

We've already heard the motivation from the shareholder, so I think they do not need to speak again. That is correct. I can inform you that the proposal is not supported by Carlsberg Supervisory Board, so I'll give the floor to the Supervisory Board Chair who will elaborate on the Supervisory Board's position.

Henrik Poulsen
Chairman of the Supervisory Board, Carlsberg Group

Yes. Let me start by saying that Carlsberg and the Supervisory Board fully share the position behind the proposal. We also support the drive towards increased transparency in companies reporting and compliance with human rights and labor rights in accordance with the UN Guiding Principles on Business and Human Rights. As also stated in Carlsberg's human rights policy, we naturally support the UN Guiding Principles on Business and Human Rights, and we recognize our obligation as a large responsible business.

As Carlsberg already fulfills, or by next year at the latest, will fulfill the actions proposed by AkademikerPension and LD Fonde, the Supervisory Board does not support the proposal. Regulation in this area is rapidly developing towards more extensive obligations for companies, which Carlsberg welcomes. The Supervisory Board finds it inadvisable for the company to undertake specific reporting requirements requested by individual shareholders in areas which are also, at the same time, the subject to regulation. In our view, this will add needless complexity to Carlsberg's reporting, without making it any better. As I said, we share the position behind the proposal from AkademikerPension and LD Foundation, we develop our reporting on human rights, we will be living up to the proposal that has been made. Thank you.

Anders Lavesen
Danish Attorney and Partner, Kromann Reumart

Does anyone else wish to speak on this one? If not, we will take a vote. We do think it is appropriate to do a vote on this proposal, a specific ballot. I have decided that voting slip number 10, voting slip number 10 is to be used. You do that because it's easily available in the corner. If you support the proposal from AkademikerPension and LD Foundation, you tick off four. If you're against, you tick off IMOD, which means against, and then you tear off the voting slip and give it to one of the representatives of the company who will come hand with boxes and collect the voting slips.

If shareholders have voted by letter or given a proxy, they cannot vote again. The system will automatically catch that, so you cannot vote twice, not by error or by design. We'll have a short break until everyone has voted, but we'll resume the meeting once the voting has been completed. Under a subsequent item, I will inform you of the result.

Right. It looks like everyone who wants to cast a vote has done so. If not, it's your last chance. We assume that the vote is now closed, and as I said, I will get back to you with the results. But before that, I will move on to Item 6, which is the election of members to the supervisory board. And I can inform you that pursuant to the articles of association, the board members elected by the AGM are elected for one year at a time. The supervisory board proposes re-election of Henrik Poulsen, Majken Schultz, Mikael Aro, Magdi Batato, Lilian Fossum Biner, Richard Burrows, Punita Lal, and Søren-Peter Fuchs Olesen. As mentioned, Carl-Johan Bakke will not accept re-election.

I can 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 of the board candidates at the AGM. I can tell you that a short presentation of each of the eight candidates was included in the AGM invitation, including a link to the company's webpage, where information as to their other executive functions is set out. Are there any questions or comments for this proposal? Are there any other proposals? Any alternative candidates? If that is not the case, and that is indeed not the case, the candidates have been re-elected, and I can conclude that Henrik Poulsen, Majken Schultz, Mikael Aro, Magdi Batato, Lilian Fossum Biner, Richard Burrows, Punita Lal, and Søren-Peter Fuchs Olesen have all been elected.

That leads me to Item 7, which is the election of auditor. Here I can tell you that according to Article 33 of the Articles of Association, a state-authorized public accountant must be appointed to audit the 2023 accounts. Based on the recommendation from the audit committee, the supervisory board proposes to re-elect PricewaterhouseCoopers as auditor. Are there any questions or comments under this item, or are there any other proposals for auditor? That is not the case, and I conclude that PricewaterhouseCoopers has been re-elected. Congratulations. That leads me to Item 8. Which is the authorization to the AGM chair. It is proposed to authorize the chair of the general meeting 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.

Are there any comments? Otherwise, I assume that nobody is voting against this authorization to the AGM chair. That is in fact the case. That concludes then this item on the agenda. Now, we have exhausted our agenda for today. We are still waiting for the final result of the vote under Item 5 D. I can tell you that on the basis of the proxies and postal votes received, the proposal is not adopted. I still cannot give you the exact result of the vote. I would assume that the AGM would deem it sufficient that you will be able to see the result later on the company website. I will therefore move on to declare that the agenda has been depleted. I will give the floor back to the Supervisory Board Chair. Thank you.

Henrik Poulsen
Chairman of the Supervisory Board, Carlsberg Group

Thank you. As all that's left for me now is to thank the Chair of the Meeting for his competent management of the meeting, and to thank all of you shareholders for appearing here today. Thank you for involvement in Carlsberg. We live in turbulent and, in many ways, challenging times. You can rest assured that Carlsberg Supervisory Board and Executive Board will do our utmost to manage your assets in the best possible way and to act as a responsible company. Thank you for coming here today. Safe journey home.

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