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

Mar 16, 2026

Henrik Poulsen
Chairman of the Supervisory Board, Carlsberg Group

Dear shareholders, welcome to Carlsberg's annual general meeting. To those of you who are present here today, as well as to those of you following the proceedings via webcast. According to Article 23 in the articles of association, the AGM is led by a chairman appointed by the supervisory board, and we have asked Attorney at Law, Anders Stubbe Arndal, to be the chairman of the AGM. Before passing the floor to Anders, I would like to introduce the people with me on the podium. Next to me, we have the chairman of the AGM, Anders Stubbe Arndal, then our Group CEO, Jacob Aarup-Andersen, with CFO Ulrica Fearn, and the Vice Chairman of the Board, Majken Schultz. My name is Henrik Poulsen, and I'm the chairman of the board.

The other members of the board are all present here today, and they are Magdi Batato, Lilian Fossum Biner, Jens Hjorth, Bob Kunze-Concewicz, Punita Lal, and Winnie Ma. They have all been elected by the AGM in 2025. Furthermore, the employees have elected four members, Søren Knudsen, Roshanak Shahnawaz Bari, Eva Vilstrup Decker, and Ivan Nielsen. With these introductory remarks, I give the floor to the Chairman of the AGM.

Anders Stubbe Arndal
Attorney and Partner, Kromann Reumert

Thank you. Before we start on the actual agenda for today, I'd like to give you a bit of information concerning safety and security. In the case of fire, the alarm will be activated, and you will hear a bell, and all the guards will be informed via the museum's radio system. Obviously, we haven't planned any exercises today, so if the alarm does sound, we must all get out of the building via the marked escape routes and follow the instructions of the guards. In that case, there'll be a gathering point in front of the Glyptotek at Dante Square, and we'll wait for the fire brigade to permit us to get back into the building. We have a defibrillator in the building, and the staff have first aid training.

If you wanna wash your hands, it's downstairs at the wardrobe and the ticket sales at the entrance to the French paintings at the Henning Larsen Building. If you want to leave the AGM, please bring your access card, if you wanna get back later on. If you don't plan to get back, but you want to leave the AGM, please tell Gitte Pugholm Miller. Gitte, would you please stand up? You're down there at the back of the room. She's from Euronext, and she's helping us here with the AGM. Carlsberg livestreams the AGM on the company's website simultaneously with the holding of the AGM, and we record the AGM for the purpose of preparing minutes.

Participants who wish to speak when we open the floor for a discussion concerning an item on the agenda, please come up and sit on the seats reserved up here on the first row on the right, to my left here, the first row. Bring your access card, please, with your voting slip and show it to Sophie from Carlsberg. Sophie, you're over there. Thank you. Sophie will then get the names of the speakers on a list and give the list to me so that I can introduce the speakers, and the speakers will then be invited to give their intervention up here from the rostrum. If you do not wish to be filmed for the live streaming, please tell Sophie that you can stay on the front row and speak via a microphone from your seat.

The press can take pictures and do recordings after the AGM, but not during the actual AGM. If you see a photographer in the room who is taking pictures, it is Carlsberg's internal photographer. That was a bit of practical info. My first formal task as the chairman is to ascertain whether the AGM has been lawfully convened and is quorate. The convening notice stating the agenda and the complete proposals has been available on the company's website since the 18th of February 2026. Furthermore, the convening notice has been sent in writing by email to all shareholders who've asked for it and who have registered in the register of shareholders for that purpose. The AGM has been convened with at least three weeks notice in accordance with the Danish Companies Act and the articles.

On the 14th of January 2026, the company published on its website at least the minimum 8 weeks' notice that gave the date for holding the AGM and the date, the last date for making proposals to be put on the agenda, all in accordance with the Danish Companies Act. The following material has been available on the company's website since the 18th of February, and this is the convening notice, including information concerning the number of shares and voting rights on the date of the convening notice, the documents submitted at the AGM, the agenda and the complete proposals, and forms for giving proxies and postal votes. The annual report, including the CSRD report for 2025 and the remuneration report for 2025, have been available on the company's website since the 4th of February.

The agenda, in accordance with Article 24 of the articles, concerns no items that require a specific share of the share capital to be represented. That leads me to the conclusion that the AGM has been lawfully convened and is quorate on all items on the agenda. If anyone disagrees with that conclusion, now is the time to say so. Nobody seems to think that, so I hereby conclude that the AGM has been lawfully convened and is quorate. Now, before we start with the actual agenda, I have to inform you how many people are represented here at the AGM today. 815 million votes.

That's 93% of the votes and DKK 2,175 million, just over DKK 2 billion, that's 82% of the votes are represented. The agenda, as I said, in accordance with Article 24, concerns the activities of the company in the past year, presentation of the annual report for approval and resolution to grant discharge to the supervisory board, the executive board, proposal for distribution of profit. Item 4, there's a presentation and advisory vote on the remuneration report. 5A, this is a change to the remuneration policy. 5B, this concerns approval of the supervisory board's remuneration for 2026. 6, that's election of members for the board. 7, election of auditor, and 8 is authorization to the chair of the meeting.

As I said, all motions can be carried with a simple majority. Let us now start on the actual agenda. What we'll do as we've done before, items one to four, we'll deal with under one. First, I give the floor to the Chairman of the Supervisory Board, Henrik Poulsen. You have the floor.

Henrik Poulsen
Chairman of the Supervisory Board, Carlsberg Group

Thank you very much, Anders. Dear shareholders, once again, welcome to Carlsberg's Annual General Meeting. Once again, the AGM is held here in the beautiful setting of the Glyptotek. However, this year we do have fewer seats than usual in the central hall due to the temporary artwork, the sculpture Palm Orchard, created by the Kuwaiti Puerto Rican artist, Alia Farid. It constitutes part of the exhibition, A Sounding of the Earth, here at the Glyptotek. Because the Glyptotek is first and foremost an art museum, and as you may know, it's based on Carl Jacobsen's extraordinary collection of art and artifacts. On the fourth of February, the Carlsberg Group published its annual report. Again, this year it was an integrated report with financial as well as sustainability reporting.

Furthermore, Carlsberg published the company's remuneration report for 2025, and a separate report on its activities within the field of human rights. 2025 was a year characterized by continuity as well as change for Carlsberg. Continuity when it comes to our continued focus on executing our strategic priorities, including driving growth within clearly defined categories and markets, digitization and capacity building, all the while, we have a continuous focus on efficiencies and tight cost management. The change for Carlsberg was the increased exposure for the combination of beer and soft drinks after the acquisition of Britvic in January and the takeover of the Pepsi licenses in Kazakhstan and Kyrgyzstan in the beginning of the year.

In his report, our Group CEO, Jacob Aarup-Andersen, will tell you more about Britvic as well as the expanded Pepsi partnership that the board is convinced will strengthen Carlsberg's strategic platform and contribute positively to value creation for our shareholders. 2025 was also a year in which Carlsberg had to navigate in a world with a great deal of uncertainty, and a world where consumer confidence continues to be under pressure in all of our markets. Therefore, it is with great satisfaction that the Supervisory Board could note that Carlsberg delivered very strong reported results, a solid organic development in earnings, and solid cash flows.

Revenue and earnings in 2025 were the highest in company history, and the supervisory board is very satisfied to see that the company is constantly moving towards becoming bigger, stronger, and more profitable, and thus creating more value for our shareholders. Our revenue was DKK 89.1 billion. That was almost 19% more than the year before, due to the acquisition of Britvic. Reported operating profits were DKK 13.4 billion. Adjusted for the Britvic-related amortizations of intangible assets, operating profits were DKK 14 billion, which is 22.7% more than the year before, of which the organic development constituted 5%. On behalf of the supervisory board, I would like to express our great recognition to Carlsberg's management, and not least to the many employees who were involved in the acquisition and the integration of Britvic in the Carlsberg Group.

This effort meant that in October, the company could raise the expected synergies from GBP 100 million to GBP 110 million. Net profits for the year were DKK 6 billion. Adjusted for special items and the aforementioned amortizations on intangible assets, net profits were DKK 8 billion. That was an increase of 11% on the year before, due to Britvic and the growth in earnings in the underlying business. Earnings per share, adjusted for special items and the aforementioned amortizations, constituted 61 DKK, up from 54.9 the year before. Jacob Aarup-Andersen will, in his report, take you through the details of the annual results, including the individual regional markets. Carlsberg's dividend policy stipulates a dividend payment of around 50% of annual net profits, adjusted for special items.

The board would like to maintain this dividend policy in spite of the fact that our interest-bearing debt currently, and quite as expected, is higher than the level of a maximum of 2.5 times the operating profits before amortizations, which is the target. That means that the supervisory board has decided to propose to the AGM to pay out a dividend of 29 DKK per share, corresponding to 48% of the adjusted net profits. This dividend constitutes an increase of 7% and is the highest dividend ever in this company. That leaves the total dividend at 3.8 billion DKK to be drawn from the company reserve. As per the thirty-first of December 2025, the company reserve was 23.7 billion DKK.

For many years, Carlsberg has worked decisively on improving the company's sustainability in a number of areas, including CO2 emissions, water consumption, packaging, and recycling. In 2022, Carlsberg's total CO2 emissions were reduced by a further 8% compared to the year before. For the breweries located in so-called high-risk areas when it comes to water, we have a clear target of reestablishing water resources corresponding to the consumption of the local brewery. In 2025, we achieved a reestablishment rate of 32%, which was a doubling compared to 2024. When it comes to the recycling of materials, reused and recycled material in bottles and cans came in at 51%, which meant that our 2030 target in this respect was achieved already in 2025.

A lot has happened in Carlsberg in recent years, not least with the acquisition of Britvic, and therefore it was only appropriate that we evaluate the approach and our priorities within sustainability. On that basis, on the fifth of March, Carlsberg launched an updated sustainability program called Brewing Tomorrow. This new program is built on four pillars. As you can see on the screen in front of us, we have some very catchy English titles on these four pillars that are a bit tricky to translate into Danish, but I will venture an attempt. This program is focused on the continued reduction of CO2 emissions, the protection of nature, the possibility and inspiration to make sensible choices when it comes to beverages, as well as an inclusive organizational culture to give our employees the opportunity to develop and grow.

The foundation for these four pillars is for Carlsberg to continue to do business in an ethical and responsible way. Just like in previous years, we have set a number of ambitious targets that the company will report on on an annual basis. This is too technical to go into in detail right now, but for those of you who are curious, I can only recommend that you read more about it on the company website. Now let me change tack and get into our work with corporate governance and the remuneration policy for the supervisory board and the executive committee. In Carlsberg, we work actively with corporate governance, and we've published our mandatory report on governance and compliance with the recommendations from the Committee on Corporate Governance, and this report is available on our website.

It appears from the report that Carlsberg complies with all of the recommendations of the committee, apart from one. This regards the recommendation about quarterly report, where Carlsberg, since 2016, instead has published a so-called trading statement for the first and the third quarter, with a focus on the development in sales across regions and markets. Each year, the Supervisory Board carries out an evaluation of its work and composition. In 2025, this evaluation was conducted on the basis of interviews between each board member and myself, complemented by a report made by an external consultancy on the basis of an anonymous survey among the members of the board. The members of the Supervisory Board expressed great deal of satisfaction with the work and the cooperation in the Supervisory Board and with the work and results of the executive committee.

That said, we can, of course, always do better. Based on this evaluation, we have elaborated a list of initiatives for improvement, as well as an action plan with specific initiatives to be carried out in the present year. The supervisory board has set a number of targets for diversity when it comes to international experience and gender. As regards international experience, the target is that at least half of the AGM-elected members should have considerable international managerial experience, not least due to the fact that about 95% of Carlsberg's business takes place outside of Denmark, and the board lives up to this target. When it comes to gender, it is very, very satisfactory to see that the board has an equal share of women and men as regards the AGM-elected members. After the AGM last year elected four women and four men for the supervisory board.

Furthermore, the supervisory board also has a high degree of diversity when it comes to competencies and skills within areas such as finance, sustainability, production, sales and marketing, managerial experience, regional and cultural knowledge, as well as knowledge of consumer goods. Later today, the AGM will be asked to approve the specific remuneration for the supervisory board for 2026. The members of the supervisory board receive a fixed fee and do not participate in any form of incentive pay. Based on a recommendation from the Remuneration Committee, the board has decided to propose to the AGM that the base fee to the members of the board be increased by 3% to DKK 502,000.

This increase is to be seen in the light of the expected general pay increase in Denmark, as well as a wish to ensure a fee that is on par with comparable companies. The detailed composition of the remuneration can be seen in the convening notice. The elements comprised in the remuneration for the executive committee were unchanged in 2025, and they were in accordance with the remuneration policy approved by the AGM in 2024. The remuneration takes into account the tasks of the executive committee, as well as the value creation for shareholders and conditions in other comparable peer companies. The remuneration consists of three components, firstly, the fixed salary, secondly, an annual cash incentive program based on the achievement of a number of specific targets, and thirdly, a share-based remuneration based on the achievement of five specific targets for a three-year period.

That means that two of the three components in the remuneration for the executive are variable, and that means that they are closely aligned with shareholders' interests, and they will only be paid out if Carlsberg delivers on these targets. The composition of the remuneration for 2025 can be seen on page 7 in the remuneration report, and the total paid out remuneration for the executive can be seen on page 8. It is the conclusion of the Supervisory Board that the remuneration policy was complied with in 2025, and the remuneration report on the agenda today under item 4 is, of course, elaborated in accordance with this policy. In 2025, the Remuneration Committee compared the remuneration to the executive committee and the Supervisory Board with a view to ensuring conformity with the external market and shareholder interests.

On that basis, the board proposes an amendment of the remuneration policy under agenda item 5A. The remuneration policy is largely unchanged compared to the previous one, except from the following. Firstly, the Supervisory Board wants to make it possible for the Group CEO to earn an annual bonus of up to 150% of the fixed annual salary instead of 100% as it was before, with a typical level when achieving the target of 90% of the fixed salary where it used to be 60%. Secondly, the revised remuneration policy includes minor increases in the remuneration for the Board committees. Apart from these two amendments, further details have been added as to how individual contributions should be assessed in the short-term incentive schemes for the executive. This can be seen in Section 4C.

In section five, we have added some examples of situations in which you might consider deviating from the policy. Finally, in section seven, there are some remarks on how to deal with conflicts of interest. This marks the end of my report. Before I pass the floor to Jacob Aarup-Andersen, who will add to my report and take you through the key figures in the accounts for 2025, let me take this opportunity to thank the many millions of consumers all over the world who enjoy our products. The purpose of Carlsberg's products is to be part of the good times and moments of happiness for our consumers, whether it be a beer with your friends, a soft drink on a summer's day at the beach, an alcohol-free beer after your bike ride, or a soda with your popcorn at the cinema.

In a turbulent world where there's a lot to worry about, the need for such moments and togetherness is as great as ever. I would also like to extend a thank you to you, our shareholders, for your support for Carlsberg. Your support is highly appreciated. Last but not least, on behalf of the supervisory board, I would like to extend a thank you to our group executive committee, the extended management, as well as Carlsberg's capable and dedicated employees for their great efforts in 2025.

Jacob Aarup-Andersen
Group CEO, Carlsberg Group

Thank you, Henrik. Good afternoon. I'd also like to welcome you very much to this year's AGM. I always look forward to the AGM. It is the day of the year when I'm able to talk directly to you, Carlsberg's shareholders, about the year under review, our plans for the future, and afterwards, I can answer any queries you may have. As the chairman said in his report, 25 was characterized by our continued work to deliver on the strategy that we launched in February 2024, and the successful integration of Britvic. Let me say something about the interesting strategic initiatives we launched in the year under review. Britvic, of course, was the most important strategic milestone in 2025. The acquisition was finally approved by the British authorities on the sixteenth of January 2025, and just after, we started the integration of this amazing new company in the Carlsberg Group.

Anders Stubbe Arndal
Attorney and Partner, Kromann Reumert

In this room, I was talking last year about Britvic, but for those of you who were not here, or maybe you can't remember everything, let me explain briefly why this acquisition really is a perfect fit for Carlsberg. Britvic was and still is, but now it's an integral part of Carlsberg, the second-largest soft drink producer in the U.K. and Ireland. In both countries, we produce and sell Pepsi's soft drink products. In addition to Pepsi, we have a number of our own iconic trademarks, the orange soda, Tango. You may call it the U.K.'s reply to Tuborg Squash. Half of Britvic is Pepsi products, but the other half is own brands in categories such as sodas, tonic waters, functional beverages, iced coffee, and fruit drinks. With Britvic, we got two minor businesses in Brazil and France.

We knew there were gonna be challenges, particularly with the French business, so we launched a major reorganization of this business at the end of the year. As regards Brazil, we're optimizing the business there with a skillful local management team at the helm. Despite the situation in France, just after a year we got the keys for Britvic, we are very pleased with the results achieved in 2025 and with the very effective and smooth integration of Britvic into Carlsberg. We had also prepared well. That's what we had, so we were able to start the integration already on day one. We had made a good, ambitious plan, but thanks to an impressive piece of work and a high level of commitment from all those involved, we are actually ahead of our plans.

As the chairman just mentioned, in October, we're able to adjust the cost synergies upwards from GBP 100 million to GBP 110 million. As a CEO, obviously, I'm very pleased with that. We're very enthusiastic also for the opportunities the Britvic acquisition gives us, both for Carlsberg's business in the UK and for the Carlsberg Group as a whole. One of the options was the takeover of the Pepsi license in Kazakhstan and Kyrgyzstan. We launched that a bit early at the end of 2025. This is going to double our business in Kazakhstan. In the UK, from the first of January 2025, we lost our license agreement with the Spanish beer brand, San Miguel. It was quite a considerable volume, but we were well prepared, and we had made plans for which of our own beer brands that would replace the lost volume.

We did not expect to reach our goal the first year, but it's been very encouraging to see how strong our premium brands are and the results we're able to achieve if we make sure to give them the right support. Our Italian beer, Birra Moretti, is a case in point. It's one of the brands that we've chosen to focus on in the UK, and we're able to more than double the volume of this brand. This is really an impressive achievement in this very mature, competitive British market. In China, the on-trade segment, that's restaurants, bars, and karaoke clubs, et cetera, that segment has been under pressure in recent years. Sales in retail and online have been increasing. We've launched a very almost artistic one-liter beer can intended to be placed on the table and shared by friends in social locations.

This has been a great success, and we saw strong growth for this entire format in 2025. Two other interesting initiatives were announced in 2025. They're going to strengthen our brands in the coming years. It's our new UEFA sponsorship agreement and the agreement with actor Robert Pattinson that makes him a global ambassador for 1664 Blanc. After the acquisition of Britvic, the growth categories are just over half of Carlsberg's portfolio. These are premium and non-alcoholic beers and soft drinks. There's also what we call beyond beer, that is cider and hard lemonade. Apart from the last mentioned, they all delivered good volume growth in 2025. Now, if we disregard the lost San Miguel volume in the UK, our premium portfolio grew by 5%, thanks to good results in all three regions.

The Carlsberg brand delivered very good growth rates, and we're able to note good growth for local brands such as Jacobsen here in Denmark. Well, as you saw on the slide before me just before, soft drinks are now 30% of the total volume of the Carlsberg Group. We saw very good growth in Western Europe, where the organic growth, excluding Britvic, was 5%. For the group as a whole, the growth was a bit lower, 3%, especially because of difficult conditions in Cambodia. Our non-alcoholic beer grew by 4%. This growth was affected by the war in Ukraine, because Ukraine is a big market for non-alcoholic beer. Excluding Ukraine, the growth was 7%, not least thanks to good growth for the non-alcoholic versions of Tuborg, 1664 Blanc, and Somersby, and a number of local brands.

Now, let me review our results for 25, and let me start with the three regions. Our Western European business is clearly one that has been changed the most because of Britvic. That's obvious. In addition to the Nordic countries and Switzerland, we now also have a big soft drink business in the UK and Ireland. Soft drinks are now more than half, actually 54% to be precise, of our total volume in Western Europe. It's not surprising, I think, that Western Europe delivered a very high reported growth rates. The volume went up by 46.7%. Revenue, 35.6% up. The result of primary operations adjusted for the Britvic-related amortization of intangible assets increased by 40%. Let me dwell a bit on that adjustment.

We made the adjustment in the 25 reporting for these Britvic-related amortization of intangible assets. We've chosen to call it Management Defined Performance Measures, abbreviated MPM. Let's call it MPM. I'm not going to talk much about accounting rules. There are people in the room who can do that better than me, including our auditors, I hope. It's important to me to explain why we make this adjustment when we compare earnings with the year before. When you acquire a company, you have to split the purchase sum based on market value and all the assets you have acquired, machines, cars, lands, et cetera. Also on intangible assets such as trademarks, customer relations, et cetera. For the Britvic acquisition, this license agreement that we have with Pepsi.

As regards to intangible assets, where you can give an expected service life, accounting rules require that you depreciate the asset across this period. The service life, that is. It's only in connection with the acquisition of companies that these rules apply. In Kazakhstan, where we've just taken over the Pepsi license, we do not have to do amortization of this agreement. We don't have to fix a value or do amortization if we launch a new trademark in a new country. It doesn't give the right picture of earnings to include these amortizations in our internal review and assessment of the results in individual markets and regions, so we're not doing it externally either. Our international competitors and many other big companies, actually, they use the same practice as we do.

Obviously, we wish to be fully transparent concerning the adjustments that we make so that you, as account readers, you can use the numbers that you find to be correct. That's why on page 23 in the annual report, we have a table showing all these corrections. In the rest of my report, when I talk about MPM, it means that we have adjusted the number for the Britvic-related amortization of intangible assets. Right. That was an increase of the Lix number, I think. I hope you enjoyed that. Anyway, back to Western Europe, where the organic growth rates were affected by the loss of San Miguel in the UK. Excluding the San Miguel volume, our volume went up by 1.3% because we had good progress for premium and non-alcoholic beer and soft drinks.

Again, in 2025, we took price increases to offset the increase in our total costs. Because of San Miguel, the revenue organically declined by 1.7%. Without San Miguel, our revenue increased organically also by 1.7%. Despite the impact of San Miguel, we were able to deliver a positive organic growth in the operating result of 0.7%. Our results in Asia were not affected by Britvic-related amortization, but the business was affected by low consumer trust across the region. Growth in China was not able to offset the decline in volume in other markets, particularly in Cambodia, Vietnam, and Laos. Total volumes went down by 2.4%. Thanks to an improvement in the revenue per hectoliter, the organic decline in revenue was 1.2% smaller than the decline in volume.

The operating result increased organically by 0.7%. Unfortunately, a negative currency development meant that the reported operating result declined by 3.6%. Let me move to Central and Eastern Europe and the India region. There was a small impact from the Britvic amortization because Brazil is in this region. The region delivered very strong results, both on top and bottom lines. The reported volume growth was 8.6% as a result of the consolidation of the business in Nepal after we bought out our partner in November 2024, and the inclusion of the Britvic business in Brazil and the Pepsi volume that we started selling in Kazakhstan in the fourth quarter. The reported revenue went up by 10.4%.

The organic development was a bit more subdued since this region, too, was characterized by lower consumer confidence across the markets, apart from India, where our local business delivered high one-digit volume growth. On an ongoing basis, we assess the different opportunities for creating more value for Carlsberg shareholders. Potentially, this could involve listing on the stock exchange of the business in India, but at the present time, this has not been decided. For the region as a whole, there was a small organic fall in volume, 0.6%. Thanks to price increases and a positive mix, our revenue organically went up by 2.7%, and our operating result went up by 9%. Now to the group's consolidated numbers. The sold volume in 2025 went up by 17.7% to 148 million hectoliters.

That's just under 15 billion liters. Revenue went up by 18.6% to DKK 89.1 billion. The organic volume development was -2%, so this decline was offset by an increased revenue per hectoliter of 1.4%. That's why the organic development in revenue was -0.6%. The organic gross result was at the level of the year before, positively affected by continued efficiency improvement. The gross result, MPM, was DKK 40.3 billion. As expected, the gross margin declined a bit to 45.2% because of the inclusion of Britvic. The result of primary operations, MPM, amounted to DKK 14 billion, an increase of 22.7%. The organic growth was 5%.

This was at the high end of what we reported as expectation for the year because we said, as you may recall, 3%-5%. The operating margin, MPM, was improved by half a percentage point to 15.7%. Special items net were very high in 2025, DKK 1.9 billion. Special items, they are non-recurrent costs. They concern costs related to restructuring, including severance pay, integration, value impairment of assets, trademarks, et cetera. In 2025, the acquisition of Britvic led to very high special items related to integration, various charges, adjustment of stocks, and derived restructurings in Carlsberg's original business in the UK, and reorganization of the French business that I talked about before. All in all, these items amount to DKK 1.5 billion.

In Asia, we had to take additional measures to adjust the business to the very difficult market conditions, particularly in Cambodia. There were restructuring costs here in the region of DKK 100 million. It's obvious that in 2026, we do not expect special items anywhere near the level of 2025. Financial costs net amounted to DKK 2.4 billion. This was much higher than the year before. That was because of obviously because of the increased interest-bearing debt as a result of the acquisition of Britvic. The tax was DKK 2.1 billion, an effective tax percentage of 22.9%. The Carlsberg Group's share of the corporate result amounted to DKK 6 billion. The adjusted net result, MPM, again, adjusted for special items after tax, amounted to DKK 8.1 billion.

Cash flows from operations amounted to DKK 12.4 billion, and cash flows from investments were -DKK 5.4 billion. The free cash flow was DKK 7 billion. The free cash flow after financial investments obviously was affected by the payment for Britvic. We paid DKK 29.4 billion for it, so we ended at -DKK 21.7 billion. The net interest bearing debt at the end of 2025 amounted to DKK 61.6 billion. EBITDA, this is the result before depreciations, interest, and tax. Our gearing was 3.28, higher than our goal, which is 2.5 as the maximum gearing. At the end of 2027, at the latest, we'll be back at that level.

We think it's a suitable level as a company, for a company such as Carlsberg. Now, expectations for the year that we are in now, 2026. Since we published our expectations concerning earnings at the start of February, a lot has happened in the world, not least in Iran and the Middle East as a whole. Carlsberg only has a limited direct exposure to that part of the world through our export and license business, primarily with the non-alcoholic Moussy brand. It's important for me to stress, first of all, that all our employees, I mean, their safety is always at the top of our agenda. Everyone works in this part of the business, and all employees in Carlsberg, they are safe and secure. We follow the situation, and we take timely measures.

The situation in the Middle East has already had an effect, particularly on the oil price. In the longer term, it might influence inflation and consumer behavior in our markets. We're following the situation closely, and we'll take whatever measures may become necessary. In February, we expected the volatile and uncertain global situation to continue for some time, still influencing consumer trust in many of our markets. The current situation obviously only supports this expectation. In 2026, we'll have a bit of a better volume development because of the takeover of the Pepsi license in Kazakhstan and Kyrgyzstan. They expect to contribute 1.5 percentage points to the organic volume development. In addition, we expect to realize an additional 30%-40% of the notified Britvic-related cost synergies of GBP 110 million.

Against this background, we expect organic growth of 2%-6%. Primary operating result compared with the operating result MPM in 2025 of DKK 14 billion. Before I end my report, I can say that in November, we welcomed Torsten Steinhaupt back to Carlsberg. He's in charge of the supply chain and member of our executive committee. Welcome back to you, Torsten. Together with the other changes we made in 2024, we today have a very strong management team with the right competencies to execute on our growth ambitions. Now, this brings me to the end of my report. I'd like to take the opportunity to thank the Supervisory Board for its support and cooperation. I'd also like to thank very much all our committed, enthusiastic employees. It is a great pleasure to work with you, that's for sure.

Finally, I'd like to thank all you shareholders for supporting our Carlsberg. With these words, I hereby recommend Carlsberg's annual report for 2025 for the approval of the AGM. Thank you for your attention.

Thank you very much. Before I open for the debate, I can inform the AGM that the annual report signed by the executive committee, the supervisory board, and the company auditors has been presented to me. We have an unqualified auditor's report on page 191, and it sounds like this: "In our opinion, the consolidated financial statements and the parent company financial statements give a true and fair view of the financial position of the group and the parent company at the thirty-first of December 2025, and of the results of the groups and the parent company's operations and cash flows for the financial year from January to December 2025 in accordance with IFRS accounting standards as adopted by the EU and additional requirements of the Danish Financial Statements Act." That leads us to a debate concerning agenda item 1 to 4.

We already have two speakers on the list, ATP and the Danish Shareholders Association. Should there be any other speakers who wish to take the floor, please reach out to Sophie, as I mentioned before, and please don't forget your voting slip and your access card. First, I pass the floor to Mark Jessen from ATP. Go ahead, Mark.

Mark Jessen
Senior Portfolio Manager of Danish Equities, ATP

Thank you very much. As mentioned, my name is Mark Jessen, and I represent ATP. Thank you to the Chairman and the CEO for their good reports. Let me touch upon three things today. First of all, the strategic development into a brewery company with a broad portfolio of beverages, and also, unfortunately, a remuneration policy and report that again increases the framework for bonus incentive schemes. First, let me mention the strategic development.

For more than 175 years, the identity as a brewery has been very clear in Carlsberg, and rightly so. We all know the history and the legacy and the continued role of the foundation as a stable and long-term owner. In that light, I would like to praise the foundation as well as the board for daring to acquire Britvic. As I see it's not an acquisition as just anyone else. It's really an acquisition that gives you scale within other types of beverages. My best bet is that it was due diligence that you entered into more categories, especially because the younger generation enjoy a much wider range of products than the older generation. You might say that the older generation chose between a cold beer, a glass of wine, or a cold Coca-Cola. The younger generation is a bit more diverse than that.

Henrik Poulsen
Chairman of the Supervisory Board, Carlsberg Group

Some might say you could have taken this step earlier, but looking at the big international competitors, they have not really taken this step yet, and that means that Carlsberg is well-positioned to make good experiences here in the Nordic countries and be a step ahead of the game. As I see it, investors as well as analysts have taken some time to digest this news, but it seems that they get the picture now. Because with a yield of 25% in 2025 compared to 5% in the OMXC25 index, the figures just speak for themselves. I see positive feedback from share analysts, and I know they can't tell the future, but 70% of analysts were positive by the end of 2025. Ten years ago, that number was only 25% of them.

It has been a bold step, and you have had a good start in the UK with more synergies than expected, and this gives you a broader range internationally. Now, let's look at the remuneration policy. It's probably no surprise that we will not be voting in favor from ATP's side. In 2024, I praised you for not just focusing on percentages of alcohol, but also lowering percentages in your bonus schemes. I was hoping this to be a more long-term prospect when it came to remuneration as well. Therefore, my question is about the composition of the remuneration, and more specifically, the annual bonus. Because if you look at 2025 objectively, you saw that cost management was what really saved your earnings, but still you paid out a handsome bonus.

I might be asking a stupid question, but what is the purpose of the annual bonus scheme if you can just get it paid out without really achieving the targets? Finally, sustainability. We must protect nature, and Carlsberg is one of the very few companies on the Danish Stock Exchange who has really articulated this effort. You are really leading the way towards more regenerative and sustainable agricultural practices. Our agricultural sector is not a speedboat, but a supertanker that needs to turn around. You can still see that a very small percentage of your ingredients come from regenerative agriculture. Again, I could be afraid that these are very fine targets that might not come to fruition in the coming years. How are you going to get to that target of 50%?

With those words, I would like to wish the management and employees of Carlsberg a good 2026. Thank you. There were two questions for management, and I give the floor to the chairman, Henrik Poulsen first, at least to answer one of those questions. Thank you very much, Anders Stubbe Arndal. Thank you to Mark and ATP for the kind words about the Britvic acquisition and the expansion of our product platform, and for your support for our strategic journey. Thank you for the kind words about our efforts when it comes to biodiversity. I would also like to thank you for the question about remuneration for our CEO and the elements that are comprised in this remuneration package. It is a significant subject, and in the supervisory board, we completely agree that it's important to strike the right balance.

The founding principles here are that our remuneration should be competitive, it should also create value to the shareholders, and it should comply with relevant external benchmarks. Competition for top management and talent is international, and it is quite a tough competition, and it is of great significance to Carlsberg's performance and development that we are able to attract top management with the relevant skills and with the right caliber. To do that, we need to have remuneration tools at our disposals that are competitive in an international market for talent. It is our assessment that it is in the interest of the company and the shareholders that we're able to attract and retain talent, even if it requires a variable incentive pay as the one we propose today.

Variable pay is closely linked to the achievement of our financial and strategic targets, and will only be paid out to the extent that management delivers on these targets and thereby creates value to our shareholders. To the question of whether we were satisfied with 2025 and the paid out bonus to our Group CEO, the answer is yes. We were very satisfied with the development of the company in 2025, not least in connection with the very difficult consumer market we were operating in all over the world, and in comparison with peer companies within the beverage sector. On that basis, we believe that Carlsberg did very well. The short-term bonus depends on the revenue growth, it depends on operating profits, and it depends on our cash flows.

It's no secret that at the very top line revenue, we didn't meet our expectations, but still management really delivered strong results in operating profits and cash flows. That was what led to the paid out cash bonus for 2025. I can also tell you that the total remuneration package has been compared to comparable companies in Denmark and internationally, and it is clearly within the framework of relevant benchmarks. That means that we are not separating ourselves from these benchmarks. Let me underline that we listen to the feedback that we get from ATP and other shareholders, and therefore, in recent years, we have adjusted our remuneration to ensure that we strike the right balance. As you noticed, Mark, we have adjusted the top of the variable incentive scheme, the long-term incentive scheme, also called the LTI, in recent years.

Jacob Aarup-Andersen
Group CEO, Carlsberg Group

As mentioned, we work actively towards striking the right balance, and it will be an important focus point for the Supervisory Board going forward. Also, thank you from me, Mark. When it comes to regenerative farming, we really appreciate your support for this agenda. We have decided to be very ambitious within this field and try to set a course not just for our company, but also we have tried to create partnerships across our value chain. We have doubled our purchasing of ingredients that have been grown regeneratively, and we have also set a number of targets across the sustainability agenda. As the chairman said, we are seeing an 8% reduction of CO2 emissions across the value chain last year. That's quite significant. Out of the global breweries in the world, you are definitely shareholders in the most sustainable one.

Henrik Poulsen
Chairman of the Supervisory Board, Carlsberg Group

Our new sustainability strategy, Brewing Tomorrow, which was also mentioned, we have a target of 50% regenerative ingredients by 2032. Of course, there's a long way to go, as you mentioned, but it's a development that's going very, very fast. When we look at Denmark last year and this year, we are seeing a 30 times increase in the purchasing of regeneratively farmed barley. Of course, this development is not going equally fast in all countries, of course, but we have now created a structure surrounding our purchasing and procurement that means that we will now take the tool called Regenerating Together, which gives us some fixed standards and structures when it comes to all of the crops in our crop mix. That means that we can really make progress when it comes to regenerative ingredients.

It makes it easier for farmers, and it makes it easier for our purchaser, purchasers. It will not be easy, we completely agree, but if there is something that characterizes the spirit in Carlsberg and the long history in our company and our founding fathers, it is that we continue to set standards. We believe we have good chance of achieving the target of 50%, but we have to deliver on our plans. We recognize that the level of ambition is quite high, but we will try to reach our target. If I may, I have another comment. I would like to thank a shareholder that wanted to speak today, but didn't have the right to speak at today's AGM. We have received a comment from a shareholder talking about how we should use hops more.

I just want to say that we do pay attention, and this is a comment that should be listened, and the hops leaves is something that should become the symbol of Carlsberg. That is something we really are seeing momentum on in several of our countries. It was a good comment about the hops leaves, and I'm sorry you weren't able to make your comment here on the rostrum, but it is really something that we try to make an integral part of our brand. Thank you very much.

Anders Stubbe Arndal
Attorney and Partner, Kromann Reumert

Thank you. Next speaker is Michael Bach from the Danish Shareholders Association. You have the floor, Michael.

Mikael Bak
Danish Shareholder Association, Danish Shareholder Association

Thank you. Thank you for allowing me to look at the work of art that has now taken the space away from some shareholders, I'm afraid. I don't know if this is gonna be here next year. We'll see. Well, on behalf of the members of the Danish Shareholders Association, many of us are present here today, I'd like to thank board management for a good report and for the dividend you are recommending. I'd like to thank Carlsberg for, once again, being very open for dialogue. We had the pleasure of having a big members event at Carlsberg in November. We're able to talk more in detail about the business with you, Jacob. Thank you for that.

Anders Stubbe Arndal
Attorney and Partner, Kromann Reumert

The year had a good result, and the analysis that you refer to, they say that growth is driven by acquisitions, mainly Britvic. We also see uncertainty in global consumer markets and a weak demand, particularly in traditional categories. We can see that Carlsberg not only follows the market but is a step ahead of the competition. Brings me to the first of the two questions that I have brought. I'd like to ask you what you have learned and experienced in the last 12-18 months, very restless months. What have you learned, and what significance can that have for the future direction for Carlsberg? I'd like to, like to hear on behalf of the shareholders which three countries, the geographical markets, those that are which ones are most important for you right now?

My final question concerns the market in Eastern Europe, the unfortunate situation we're still seeing in Ukraine. We saw that, you were able to discontinue your activities in Russia. We supported that. Unfortunately, we are still seeing Russian aggression in Ukraine, and, Europe continues to put pressure on Russia. I'm sure that shareholders support that line. I'd like to hear from you whether you can confirm that today you have no commercial relations on the Russian market, not even parallel imports that you know of. I'd also like to ask you to what extent Carlsberg trademarks are still being used lawfully or illegally in the Russian market. Finally, on behalf of private investors, I wish Carlsberg, and not least the many thousands employees, all the best in the coming years. We hope for progress for the business and for the share price.

Jacob Aarup-Andersen
Group CEO, Carlsberg Group

The MPM concept, I thought, what about SPM, shareholder-defined performance measures? SPM, I think we should have that next year. Let's go for a share price of 1,000 DKK, right? Why don't we? All right. Okay. On that, please, I wish you all the best. Thank you. I give the floor to Jacob, the CEO, to give his reply. Thank you to the Danish Shareholders Association, Michael Bach. Felt like there was more than two questions. I don't know. I wrote down a few things. Yeah, you got 1,000 DKK on the share price, but somebody decided to introduce a war and it fell again. We'll see what we can do. First of all, I'd like to say that we really appreciate the good constructive dialogue we have with you.

Anders Stubbe Arndal
Attorney and Partner, Kromann Reumert

It was a pleasure in November to host the shareholder association in Carlsberg at the Carlsberg Museum. We really support shareholder democracy. We think it's important task for us as a big listed company to do that. Please continue your good work, and we hope we can continue to have a good dialogue. I noted down a few questions. The first question, I think what we've learned over the last 12-18 months, I think that you said, you know, how can it influence our future direction? I could talk for hours but the chair of the meeting won't allow that, I'm afraid. Let me focus on a few points. First of all, I would say that our business is stronger when we have a broad product portfolio across categories. We've learned that over the last 12-18 months.

I think we knew that before, but we've seen that really. Our best results are in countries where we have a broad portfolio of beer and soft drinks such as the four Nordic countries and the U.K. It also says that we must continue focusing on creating broader, more robust portfolios across the countries. We must add soft drinks to our strong beer portfolios in countries where we don't have that. One element in that work is to expand our cooperation with Pepsi further. The other thing I'd like to mention is that we have seen our global brand do very well even in times of crisis for consumers. That is really outstanding. The Carlsberg Group has 180 different brands. If we did a quiz in this room, I think we could maybe remember 12 or 13 if we try hard, right?

180 is not. There's also Kazakhstan, I don't know. I could continue. Carlsberg and Tuborg are the two biggest global players, and they deliver good growth despite difficult times for the beer industry. We must invest in our big global brands because the global brands, they are robust even in times of adversity. The broadness of our portfolio and our global brands. Yeah, I could give many other examples, but anyway, there's no time for that. The robustness of our portfolio and the big brands. Right. The other question was, which three countries do we see as the most important strategic growth areas right now? I mentioned 180 brands. I can mention that our products can be purchased in 150 countries.

The three growth countries that I'd like to focus on is India. India, we have seen very strong growth for a number of years there. We've grown 10% per year over the last 10 years in India. The U.K., we see big advantages from the Britvic acquisition. That momentum must continue. It's a big market for us, and I would say Central Asia. Kazakhstan is our main country there, and we see strong growth, particularly after we took over Pepsi in that country. India, the U.K., and Central Asia. The country managers are listening in. I'm sure they'll be disappointed. Anyway, there are many good countries in the Carlsberg Group. You had a few questions about Russia too. First of all, we can confirm that we sold Baltika in December 2024. We finalized all the legal outstandings, all commercial outstandings.

We have no presence and no exportation to Russia. Our trademarks are still registered in Russia, but this is because we want to make sure that others cannot abuse our brands. We are not aware of any parallel importation. We can't be 100% certain. We can't stop that. I mean, nothing happens that we know of. That's for sure. It is happening without our knowledge and of course without our approval. We are really out. From a management perspective, it's a relief really. We no longer spend any time on that country. The Russian situation, well, Carlsberg has chosen to invest a lot in Ukraine. I think I should just mention that we are the biggest brewer in Ukraine. We have three big breweries.

We have 1,400 employees, 1,400 fantastic heroic employees, and we have 1/3 of the Ukrainian beer market. We made big investments during the war. The Kyiv brewery we invested in in 2023. It's one of the biggest private investments in Ukraine in 2023. We are continuing our investment later this year. We will be expanding one of the breweries. We're also one of the biggest taxpayers in Ukraine, and that helps finance the defense of the country. We can take pride in that, I think. We'll continue supporting Ukraine's fight for freedom. Thank you.

Henrik Poulsen
Chairman of the Supervisory Board, Carlsberg Group

Thank you very much. We have no further speakers on the list, and I will therefore conclude that the debate on item one to four is concluded and that the AGM has taken note of the report on the activities of the past year with the additional remarks that we have heard here today. Item two is the presentation of the revised annual report for approval and discharge. That just means that the company will not hold the supervisory board and the executive board liable when it comes to the subjects covered by the annual report for 2025. In general, Carlsberg wants to have a full account of the voting result for each item on the agenda. That means that we need to make an account of how many votes are for and against a given proposal.

If the annual general meeting will allow me to do this in the way that we usually do this here at Carlsberg, we will do the following. For each agenda item, we will ask the participants if anybody wants to vote against or abstain, and if it's only a limited number of participants, they will hand over a voting slip, voting against or abstaining, and then I will conclude that everyone else has voted in favor. That way we can add the proxies and postal votes that we have already received, including instruction proxies, and that way we can give an account of the exact voting result. However, if a greater number of shareholders present wish to vote against, then we can initiate an actual vote. Are there any remarks? If that's not the case,

We will go to the approval of the annual report and the resolution to discharge the supervisory board and executive board. Does anyone wish to vote against? That is not the case, and I can therefore conclude that the annual report for 2025 has been approved and that the AGM has discharged the supervisory board and executive board from liability. That leads me to item three on the agenda, which is the proposal of dividend and distribution of profits, as mentioned in the chairman's report. Here we have a proposal for a dividend of DKK 29 per share from the supervisory board. A point of information is that according to the Companies Act, the AGM cannot decide on a higher dividend than the one proposed by the supervisory board.

On that basis, I would like to ask whether there are shareholders who want to vote against or abstain this proposal for dividend. That is not the case, and I can therefore conclude that the proposal has been adopted and that leads me to item four, which is the presentation and advisory vote on the remuneration report for 2025. In accordance with the Danish Companies Act, this is only an advisory vote, and that means that if the shareholders do not approve the remuneration report, then Carlsberg has to explain in the remuneration report for 2026 how they have taken this result into account. Does anyone wish to vote against? That is not the case, and that means that the remuneration report has been approved.

That was item 1 to 4, and we will now go to item 5, which is an amendment of the remuneration policy for the Supervisory Board and Executive Committee.

Anders Stubbe Arndal
Attorney and Partner, Kromann Reumert

Now, the chairman explained that in his report. The proposal is that the draft change remuneration policy that you received with the convening notice should be adopted in its entirety. The most important changes are described in the overview of changes, and the chairman also mentioned them, and you can see them also in the draft amended remuneration policy. Are there any questions or comments? Does anyone wish to vote against or refrain from voting? Not the case, the remuneration policy has been duly adopted. That brings us to item 5B, approval of the board's remuneration for 2026. The board proposes that the basic fee be increased by 3% to DKK 502,000, and the chairman explained in his report the reason for the proposal.

The total proposal is that ordinary board members will receive a basic fee of DKK 502 thousand. The chair of the board will receive a fee that is 4.5 times the basic fee. He doesn't receive anything extra for any committee work. The deputy chair received twice the basic fee. The chairman of the Audit Committee received 120% extra of the basic fee. The president or the chairman of the Remuneration Committee and the People & Culture Committee receive 60% extra. Ordinary members of the Audit Committee receive an additional fee of 60% of the basic fee, and ordinary members of the Remuneration Committee and the People & Culture Committee receive an additional fee of 40% of the basic fee. Does that give rise to any questions or comments?

That is not the case. Does anyone wish to vote against or abstain from voting? That is not the case, so the proposal has been duly adopted. That brings us to item six, election of members to the Supervisory Board. According to the articles, the AGM-elected board is elected for one year at a time, so that all members of the Supervisory Board are up for election. The board proposes to reelect Henrik Poulsen, Majken Schultz, Magdi Batato, Lilian Fossum Biner, Jens Hjorth, Bob Kunze-Concewicz, Punita Lal, and Winnie Ma. Are there any other nominations? Not the case. The supervisory board has been duly reelected. Congratulations. Brings us to item seven. That's the election of auditor. You must have one, of course.

As you can see in the convening notice, the board is proposing in accordance with the recommendation from the Audit Committee, is suggesting to reelect PricewaterhouseCoopers and that the audit task must also include the statement concerning the sustainability report in the management review. Are there any other proposals concerning auditor? Not the case. PricewaterhouseCoopers have been duly reelected. That brings us to item eight on the agenda, authorization of the chairman of the meeting. This is a standard thing, that yours truly be authorized to report what has happened to the business authority and carry out any registration required. Does that give rise to any question or comment? That is not the case. Does anyone wish to vote against or abstain from voting? Not the case. I have been duly authorized. Thank you very much.

This exhausts the agenda. Thank you very much for carrying it out in good order and being constructive, and I give the floor back to the Chairman of the Supervisory Board. Over to you, Henrik.

Henrik Poulsen
Chairman of the Supervisory Board, Carlsberg Group

Thank you, Anders. Apart from that, all that is left for me to do is to thank our chairman of the AGM for competently navigating us through this AGM, and thank you to all the shareholders for your support and for being here today. Thank you very much, and get home safely.

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