Royal Unibrew A/S (CPH:RBREW)
Denmark flag Denmark · Delayed Price · Currency is DKK
408.20
-2.20 (-0.54%)
May 8, 2026, 4:59 PM CET
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AGM 2025

Apr 29, 2025

Speaker 1

Dear Chair Holders, on behalf of the Board, I would like to welcome you to Royal Unibrew's annual general meeting. My name is Peter Ruzicka, and I'm the Chair of the Board in Royal Unibrew. Again, this year, our annual general meeting is entirely virtual. This is due to the fact that we're convinced that with a virtual AGM, we are better able to reach a broader audience of shareholders, not least our international shareholders. Today, our CEO, Lars Jensen, and I will take you through the company's development through 2024. We will talk about how we are doing in the beginning of this year and what we expect for the rest of the year. After that, we're going to make decisions as to the proposals on the agenda.

Should there be any questions during the AGM, the Chairman of the meeting will give you instructions in a minute as to how this is going to take place. I would like to draw your attention to our website, where all communication between Royal Unibrew and our shareholders can take place. I hope you benefit from our website and the information that we continuously publish there. Not least, I, of course, hope that in connection with the AGM, you are all aware that all of the relevant information for shareholders is available on the website, also the annual report for 2024 and previous years. I would like to encourage all shareholders to register via the investor portal and have communication from Royal Unibrew sent to them electronically.

In this connection, I would like to ask you to register your email address so that we can communicate directly with you, for instance, when it comes to the AGM. With those words, let's start this year's AGM. In connection with Article 16 of the Articles of Association, the Board has again this year appointed Attorney at Law Nils Conrad to be the Chairman of the meeting and guide us through the agenda. Nils, the floor is yours.

Thank you very much for appointing me Chair of the AGM of Royal Unibrew A/S. I hope we will have a good debate and a good AGM, which is fully electronic. Before we start the agenda of the AGM, I have to ensure that the formal part of the AGM is complied with. Before the AGM, I ensure that the convening notice has been sent out in time and complies with the requirements in the company's Articles of Association, and that the AGM therefore is legally convened and competent for the transaction of the business on the agenda. I hope the shareholders agree with me on this. If you disagree, please protest in the same way you used to also ask questions, which I will go through in a minute. With that, all the formalities are in place.

I can tell you that just before we started, 64% of the votes, and thus also the share capital, is represented here at the AGM, and that's calculated after the deduction of treasury shares. The Board of Directors has received proxies and postal votes to the tune of more than 90% of the represented votes, and I can already now say that there's support for all the proposals from the Board of Directors, and the exact figures will appear from the minutes. As mentioned at previous AGMs, we have to go through Article 101 and 5 on the Danish Companies Act, which requires a complete record of the voting for each decision at the AGM, even though the majority is clear, so we don't need to vote. I propose that we do the same thing we have done previous years and deviate from that complete record.

I permit myself to assume that the AGM can support that proposal. The reason why I am now slowing down is that we have measured that there is a bit of a delay in the transmission. It is about 16 seconds or up to 16 seconds. Of course, we respect that. When I ask for questions and comments, I will, of course, give you time because of that slight delay. I hope for your understanding here. It is possible to see the AGM on the company's website and also via the AGM portal. You cannot participate in the debate or ask questions if you follow the AGM via the company website. Registered shareholders who want to participate in the debate need to log in and follow the AGM via the AGM portal. I will just again remind you about the slight delay.

If a shareholder wants the floor, please write your intervention in the message function in the AGM portal and click Send Message. You need to select the item on the agenda in the roll-down menu and then fill in Subject and Intervention. Shareholders who participate from a cell phone first need to click the menu with the three horizontal lines in the top left corner and then click on Send Message. I would ask you to send your questions and interventions as soon as possible, even if we have not reached that item on the agenda yet. When we then get to the relevant item on the agenda, I will ensure that questions and comments are read out and answered under the relevant item.

To have a good AGM, we would appreciate if the message function is only used for questions or interventions that you want read out and that you word those interventions as concisely as possible. For the same reason, we also propose that several questions and interventions that cover the same subject are pulled together, as I said, cover the same subject. If you experience technical issues along the way, we hope not, but Euronext is ready to help you on the phone, and you can contact Euronext on the phone number +45 for Denmark, 4358 8894. You can also see that phone number on the website. Please do not use the message function in case of technical issues. Those were my initial comments, and we will move on to the agenda proper.

The agenda, of course, has been sent out in the convening notice, and it appears on screen next to me. First, we have the report on the company's business activities during the year. Two, presentation of audited annual report for approval. Three, resolution to discharge the Board of Directors and Executive Management. Four, proposed distribution of profit for the year, including resolution on the amount of dividend. Five, presentation of remuneration report for 2024 for approval. Item six, approval of remuneration for the Board of Directors for 2025. Seven, consideration of proposals from the Board of Directors. There are two of those this year. We have elections under eight, nine. Eight is election of members of the Board of Directors and nine, election of state authorized public auditor. Finally, any other business as item ten.

As is the practice here at Royal Unibrew, we will cover the first items one to five as one point. With that, I give the floor to the Chairman of the Board, Peter Ruzicka, who will cover the first part of the report, and then Lars Jensen, CEO, will take over the rest of the report. Finally, the Chair of the Board will motivate the later items on the agenda. With that, I give the floor to the Chairman of the Board.

Thank you, Nils. 2024 was a year with record earnings and strong cash flows in Royal Unibrew. We are very satisfied with that result, and it is the result of the hard work of our teams and our long-term strategic focus on growth and efficiencies. 2024 was also the first normal year since 2019 without significant effects from factors such as COVID-19 or inflation.

That has given us the chance to focus on our core business as well as the integration and optimization of acquired companies. Over the past five years, Royal Unibrew has almost doubled in size, and we've created a strong growth platform. Our multi-beverage strategy has proven very efficient, particularly in a challenged market where total demand is not growing but moving into new categories of beverages and sales channels. We have developed a robust growth model tailored to our markets, and that has created progress throughout 2024. Lars Jensen will tell you more about that later. 2025 is already well underway, and later you're going to see that the year has started off as expected, and therefore we maintain our guidance for the year. However, with everything that is happening around us, the macroeconomic situation has become more uncertain in recent months, which affects consumer confidence in our markets.

2025 will be a year with a focus on efficiency in Royal Unibrew. We are already among the most efficient companies in our industry, but we see a good potential in further optimization in our newly acquired companies as well as in what we might call the old Royal Unibrew. Finally, I'm happy to report that we continue to have a strong focus on the ESG area. We are making good progress here, and in 2024, we had our targets verified by the organization Science Based Targets Initiative. I know that Lars Jensen will tell you more about that too. In 2024, net revenue reached a new high for Royal Unibrew. As I briefly mentioned before, net revenue has almost doubled since 2020, driven by acquisitions as well as strong organic growth. That is a development that very few companies in our industry can match.

In 2024, net revenue increased by 16% and constituted about DKK 15 billion. The organic development in revenue, that is, the development without the effect from acquisitions, was + 6%. The acquired companies contributed with an increase in net revenues of about 10%. For all of Royal Unibrew in 2024, we recorded earnings before financial items and taxes, that is, the EBIT, of DKK 1,968,000,000 , which was 20% higher than in 2023. Organic EBIT growth was at 15%. If we look at the EBIT related to the net revenue, we get the figure for our profitability. This figure, the EBIT margin, was increased by half a percentage point and ended at 13.1% in 2024. Here you can see that in recent years, we've had a decreasing EBIT margin due to acquired companies with lower profitability.

However, we are now starting to see the effect of efficiencies and synergies, and our goal is to see an increasing EBIT margin in the coming years. Net profits for the year were DKK 1,464,000,000 . That is a great improvement from last year, particularly due to the improved operating profits. This result was also affected by lower financial expenses in 2024, which was particularly due to a gain of about DKK 200 million from the sale of shareholdings in our Polish breweries. In 2024, free cash flows increased to DKK 1,434,000,000 . This is a vast improvement related to 2023, and it was driven by improved profits and by improved working capital. To the left, you can see the development in net debt in the past five years. Here you can see that in 2024, debt decreased by DKK 700 million.

After a number of years with increasing debt due to acquisitions, it is good to be able to see decreasing debt and that our financial leverage is now back at the level that we find optimal for the company. The financial leverage was 2.2 times EBITDA at the end of the year. The equity ratio, that is, the size of the equity in relation to total assets, increased by 4 percentage points in 2024 and constituted 36% by the end of the year, up from 32% by the end of 2023. Based on the decreasing financial leverage, we have started a share buyback program of DKK 250 million in the beginning of 2025, and we propose a dividend of DKK 15 per share. After this presentation of Royal Unibrew's general financial development, I would like to comment on the development in our share price.

Here you can see the development of the share price of Royal Unibrew indexed and compared to a group of peer companies in our industry, as well as the Danish C25 index. Here you can see that our share has performed best in class. You can see how the share price increased handsomely in connection with our capital markets day in the Netherlands in May 2024, where management presented our strategy. Furthermore, you can see that we and other companies in the beverages industry have not been as hard hit by the recent months' decreasing stock markets. With that, I will pass the floor to the CEO of Royal Unibrew, Lars Jensen.

Thank you very much, Peter. I would like to start by going through the development of our business segments.

Northern Europe is our largest segment by far and makes up about two-thirds of our net revenue and EBIT. Northern Europe performed well in a difficult market and consolidated its strong performance from 2023. We achieved 2% growth in volume and 3% growth in revenue. More importantly, we were able to protect our EBIT margin and thus realized an operating profit on a level with 2023. In both Western Europe and international, we saw a strong development. Both had record results, both in the top and bottom line. In Western Europe, volume increased by 122% total. 7% of that was organic, while revenue increased by 14% organically in 91% total. Increase from acquisitions comes from Vrumona in the Netherlands and San Giorgio in Italy, where integration is running according to plan. Organic growth in Western Europe comes mainly from a strong development in Italy and France.

In the fourth quarter of 2024, we also started a new activity with a partnership with Pepsi in Belgium and Luxembourg. Western Europe has more than doubled operating profits in 2024, and the EBIT margin also got a nice lift. In international, we saw a very strong development in volume, revenue, and profitability in 2024. We realized organic growth of more than 20% in both volumes and revenue, while the EBIT margin improved by 8.1 percentage points to 14.5%. The operating profit was improved by no less than 178%. Our performance was positively influenced by the expansion of our group's total production capacity, thus avoiding the capacity problems that affected us negatively in 2023. International also experienced strong demand from Africa, Germany, Austria, Switzerland, and Albania, and our malt beverage business in the Caribbean.

Here I can mention that we have an export business to the U.S., which will be influenced by tariffs if they come into force, but only to a limited degree, and we do not expect a significant effect on the group's total results in the current year. Royal Unibrew's position as a strong regional supplier of beverages was strengthened through 2024. Our multi-beverage and multi-niche strategies, where we build strong market positions in several beverage categories, continue to yield satisfactory results. In our largest markets in general, there is no growth. Consumption of beverages is more or less constant in Europe and actually declining when you only look at beer. There are also areas with growth, and we need to focus on them through our product development and marketing. Our growth categories are listed here.

There are energy drinks, premium products, products with low or no sugar, products with low or no alcohol, such as cider and beer, and then there's cider, the ciders ready to drink, and enhanced beverages. They are all expected to grow faster than the market for beverages in general. Add to that that most of the categories also have higher earnings margins than our average margin. As you can see, we have growth rates of around 10% in most of these categories, and I would especially like to highlight beverages with low or no sugar, which in recent years have been very positive for us. Also, energy drinks and enhanced beverages, i.e., water with additives such as electrolytes or vitamins, are experiencing good growth.

We continue our work with growth categories, but we have fine-tuned the categories, and from now on, there will be four: low or no sugar, energy and enhanced beverages, cider and ready-to-drink products, and premium products. These four areas are where we see the greatest growth opportunities in the years to come. Non-alcoholic beer is not leaving our product range. We have some of the best non-alcoholic beers in the market, but the category is not large enough to drive growth for us in a significant degree, so we need to focus on what makes a difference. Our results are driven by our good products, both our own local brands and our international partnerships. Good products cannot stand alone. They need strong marketing and smart sales consultants in the shops.

We've included this slide to show a selection of our market positions, and I won't go through them in detail, but you can see we have quite a few first and second places in the countries we operate in. We continuously analyze market development and work towards our target of being the preferred choice when customers choose suppliers and when consumers choose drinks in bars, restaurants, and shops. As Peter mentioned, in 2024, we have also been busy in ESG. We continued our sustainability journey by reducing our footprint and the potential effects of the environment around us. Here I have listed some of our most important targets and their status, and I would like to highlight the most important. In 2024, our target to reach net zero CO2 emissions by 2040 was approved by the organization's Science Based Targets Initiative, or SBTI.

Here we have increased our ambitions for CO2 emissions and the reduction thereof in our supply chain to 60% in 2030, up from 50%. In 2024, we have achieved savings of 7-8%, and we have many ongoing initiatives, but it's still a long way ahead of us to reach 60%, and we also need to put demands on our suppliers, such as in transport. In 2024, we have added new targets for the reduction of water, which is our most important commodity. In 2030, we can maximum a maximum of 2.5 hl per 1 hl of finished product. Our aim is towards regenerative farming of 50% of our most important ingredients, barley, sugar, and hops, by 2030. All of this is approved by SBTI. We have also raised the bar on packaging material to have 100% circularity on packaging by 2030.

We have also raised our ambition regarding marketing expenditure on products with a sustainability position of 60%, and we have selected a more demanding target for customer commitment in sustainability. Unfortunately, we are still challenged in our safety culture, where we have too many events that lead to lost working time. One accident is one too many, so we are implementing several measures to improve in that area. I'll now switch subject and tell you about the beginning of 2025. The year has started as expected, and we are maintaining our outlook for the entire year. We achieved revenue on a level with the same period last year and an EBIT growth of 4%. We consider that a satisfactory result, considering that Easter, which is one of our high seasons, was in the second quarter in 2025.

Also, the entire beverage sector in Finland was hit by a strike at the end of March. Both these circumstances have moved revenue from the first quarter to the second quarter. Also, the first quarter is a small quarter, making up about 10-12% of the entire year's profits. We believe we have had a good start to the year. Our outlook for all of 2025 was announced at the end of February, and we maintain that outlook now after the first quarter. We expect a revenue growth of 5-7% in 2025. This includes a minor effect from acquisitions in Finland and total year effects from our new activities in Belgium and Luxembourg. We expect an EBIT growth of 7-13%, meaning an EBIT for 2025 in the interval DKK 2,001,000,000-DKK 2.225 billion.

This is a growth level among the highest in our industry. The outlook is based on normal summer weather and customer demand on a level with 2024. As mentioned earlier, the uncertainty about the macroeconomic developments has increased in recent months, but we see no reason to change our outlook for 2025. We are monitoring developments closely and will, of course, react if there are changes. Our long-term financial target is still to continue our EBIT organically by 6-8% a year. The growth target for 2025, as I mentioned, is higher, so you must see the 6-8% as a target applicable from 2026 onwards. We also expect to be able to improve the EBIT margin from about the current 13% as we grow and improve our productivity. Our principles for capital allocation and goals for the capital structure are also unchanged.

The goal for our capital structure policy is to ensure flexibility to develop the business in accordance with our strategic priorities. Therefore, it's still our goal to have a net interest-bearing debt under 2.5 times the EBITDA, but the leverage can be higher in connection with major acquisitions. Onwards, we want to invest in organic growth or relevant acquisitions. Finally, we have a target to distribute 40-60% of the consolidated net result for the year and launch a share buyback program to adjust the capital structure. As one of the last things, I would like to go through the important points on our agenda right now. We have set ambitious financial targets for Royal Unibrew, both in the short and the long term, and we will continue to improve efficiencies across operations to deliver on those targets. We have come far with the integration.

Most recently, we have gone live with our IT platform in Norway, and the primary integration focus in 2025 will be on Belgium, Luxembourg, and Finland. We continue to invest in our growth markets and categories, and as I said earlier, we've been successful in focusing on the right product categories, and we'll continue to do that. There is the world around us. At the start of every year, we mention macro and geopolitical uncertainty, and that's also the case in 2025. We will monitor developments and respond to changes to ensure strong performance across our markets. Last but not least, sustainability is an integral part of how we operate and invest in our business, and we will still have that high on our agenda in 2025.

The financial results that Peter and I have now reviewed would, of course, not be possible without all our committed colleagues and their hard work. It is in our DNA to be flexible and dedicated, and that has taken us through another exciting year with many different challenges. Many are still involved in the integration processes, and others are working to optimize the new and larger business that Royal Unibrew has become. Our colleagues in IT have not just onboarded new colleagues, but also strengthened the fundamental infrastructure of Royal Unibrew. Locally, this has contributed to us being the preferred supplier in all our markets. I would therefore like to say a great big thank you to all staff members because we have had a very good year. With that, I would like to give the floor back to Peter.

Peter Ruzicka
Chair of the Board, Royal Unibrew

Takk for det, Lars.

[Foreign language]

First of all, I would like to present the proposals of the board, and then the chairman of the meeting will take us through the decision-making process. We expect Royal Unibrew to continue to generate significant surplus liquidity, and that will give us the opportunity for continuous payouts to our shareholders via dividends and potentially also share buybacks. In 2023, the parent company achieved a profit of DKK 1,453,000,000 . That is just about DKK 400 million more than last year.

The board of directors proposes to pay out a dividend of DKK 15 per share for 2024. That corresponds to 51% of annual net profits and is in accordance with our capital allocation policy. As previously mentioned, we have also launched a share buyback program running until August 2025. After that, the board of directors will assess the need for the launch of any new share buyback programs. The board has launched a nomination and remuneration committee and an audit committee. It is proposed that board members who also serve on these committees receive an additional annual fee corresponding to 33% of the base fee per committee, and that the chair for the nomination and remuneration committee receive an annual fixed fee corresponding to 50% of the base fee.

It is also proposed that the chair of the audit committee receive an annual fixed fee of 80% of the base fee, up from 50% in 2024. I'm sorry, I think I skipped a bit says the Chairman of the Board. Let me just start over on this chapter of my report. Now we have reached the item of the remuneration of the board for the financial year 2025. In general, we aim for a remuneration level comparable to the level in peer companies while taking into account the requirements on the board members and their competencies, the efforts, and the extent of the board work, including the number of meetings. The board members receive a fixed fee to be approved annually by the AGM. The board does not receive any variable or share-based remuneration.

The board proposes that the base fee to the board in 2025 is increased from DKK 415,000 to DKK 450,000 per board member. That is an increase of about 8%. The last time the fee was regulated was in 2023. Furthermore, it is proposed that the chair of the board, just as in 2024, will receive three times the base fee and that the deputy chair will continue to receive 1.75 times the base fee for their extended duties and obligations. The board has established a nomination and remuneration committee and an audit committee. It is proposed that board members who also serve on these committees continue to receive an additional annual fixed fee corresponding to 33% of the base fee per committee and that the chair of the nomination and remuneration committee continues to receive an annual fixed fee corresponding to 50% of the base fee.

It is also proposed that the chair of the audit committee receive an annual fixed fee corresponding to 80% of the base fee. This is an increase from 50% in 2024. Now I have read this chapter twice just to be absolutely sure. Furthermore, Royal Unibrew will cover the board members' expenses for travel, meetings, accommodations, etc., and Royal Unibrew can also pay foreign social security contributions and similar levies within the EU as are required by foreign authorities in relation to the board members' fees. Finally, in case of particularly extensive ad hoc tasks in committees or the like, an additional fee may be allocated based on an assessment of the extent of the work. From the screen, you can now see the remuneration for the board for 2024.

This is an extract from our remuneration report, and I know there are quite a great deal of numbers here, but I'm sure you'll make do anyway. The remuneration is composed according to the principle that I presented in the item pertaining to the remuneration of the board for 2024. The total increase in remuneration was 3.7% from 2023 to 2024. That leads me to the remuneration for the executive management. This remuneration can consist of three elements. The first element is a fixed salary reflecting the market level and which aims at attracting and retaining competent key persons who can contribute to Royal Unibrew achieving its short and long-term goals. The second element is a cash bonus that aims at ensuring that Royal Unibrew achieves its short-term goals.

This bonus cannot constitute more than 90% of the fixed salary, and it is allocated for one year at a time based on the achievement of a number of financial and non-financial targets. The third element is a long-term bonus consisting of restricted shares. The value of this bonus cannot constitute more than the fixed salary at the time of granting. It is granted annually and aims at ensuring that long-term goals are achieved. Furthermore, the executive management is granted ordinary benefits such as company car, phone, etc. The remuneration appears from the screen here, and you can also read more about it in the remuneration report. As you can see, total remuneration to the executive management was DKK 38.2 million in 2024, an increase of DKK 3.9 million compared to 2023, which is most of all the result of a higher cash bonus.

That leads me to the presentation of the proposed AGM-elected members of the board. In Royal Unibrew, all of the AGM-elected members are up for election every year. However, Heidi Kleinbach-Sauter has announced that she does not wish to stand for re-election. I would like to take that occasion to thank Heidi for her years of service on the board. Heidi joined the board in 2019 and has therefore been part of Royal Unibrew for six years. Among other things, Heidi has contributed with her extensive knowledge of the industry and her expertise in the ESG area. Thank you very much, Heidi. That means that this year, five members of the board are up for re-election, and the board proposes to elect one new member.

The board members up for re-election are, as you can see on the screen, Jais Valeur, who is a professional board member and has been a member of the board since 2013. We have Catharina Stackelberg-Hammarén, who is the CEO of Knowit Insight. Catharina was elected to the board in 2019, and Catharina is from Finland. Torben Carlsen is the CEO of DFDS and was elected to the board in 2021. We have Lise Mortensen, who is a professional board member and was elected to the board in 2024. Finally, the last board member standing for re-election is me. As you know, my name is Peter Ruzicka, and I'm from Norway. I'm a professional board member and was elected for the board in 2021, and I have been the chair of the board since 2022. As a new member of the board, we propose Inge Plochaet.

Inge is a professional board member and Managing Director in Tower Consulting BV. The board nominates Inge on the background of her broad international experience within the food and beverage industry and within fast-moving consumer goods. Furthermore, Inge has strong competencies within business development and strategy. You can read more about all of us in the convening notice, as well as in the annual report for 2024 and on the company's website. If the proposed candidates are elected for the board, the board expects to appoint Jais Valeur as Deputy Chair and myself as Chair of the board at the first meeting after the AGM. In September 2024, the board carried out the annual evaluation of the board work. It is estimated that the board and its committees have a good cooperation and the right competencies.

It has been discussed if we could add more competencies within fast-moving consumer goods, and that is exactly what we do with our new candidate for the board. When it comes to diversity, the board focuses on ensuring that the company's organization reflects today's society, and a diverse, equal, and inclusive organization creates the best and most dynamic workplace, as well as underpins innovation and long-term value creation to the benefit of our stakeholders. We pay particular attention to the gender distribution in managerial positions in the company, and we have a goal of at least 40% of each gender being represented in our international management teams and on the board. If Inge Plochaet is elected to the board and the rest of us are re-elected, the gender distribution among the AGM-elected members will be 50/50.

When it comes to our international management teams, in 2024, we have seen a very good development as the underrepresented gender in 2024 constituted 39%, up from 32% the previous year. Before I pass the floor back to Nils Conrad to take us through the rest of the agenda, I would like to extend a thank you to my board colleagues, to the management, and to all of our employees for their efforts in 2024. Last year's results are very satisfactory, and they show the effect of our long-term strategic work, from production and distribution, sales and marketing, to the administrative functions in our company. At all levels, our employees are working hard to solve the daily tasks and to ensure the continued development of Royal Unibrew. Lastly, of course, I would like to extend a thank you to our shareholders.

I can promise you that in Royal Unibrew, we will do everything we can to continue to develop the company through value-creating growth. With that, I conclude my report, and the Chairman of the meeting, Attorney at Law Nils Conrad, will take us through the rest of the agenda. The floor is yours, Nils.

Thank you to the Chairman of the Board and the CEO for the report and for motivating the rest of the items on the agenda and also a few things about strategy and Q1. Before I open the debate, I can tell you that the annual report has been signed by the Board of Directors, the Executive Management, and the auditor. On page 216- 222, the auditor has given an unqualified opinion with no further comments and also a conclusion with limited assurance on the company's sustainability reporting.

As the chairman mentioned, the board proposes a dividend is paid out to the tune of DKK 15 per share of nominally DKK 2, which is a total dividend of DKK 753 million, and that the rest of the profit of DKK 700 million is carried over to 2025. Any interventions received will be read out by me, and the CEO or the chairman of the board will respond. Prior to the AGM, we have received one intervention from the Danish Shareholders Association, and it sounds like this. Thank you for the floor. My name is Jens Christian Andreassen Sauer-Mich, and I represent the Danish Shareholders Association and some shareholders through investment companies. Initially, I would like to thank for a good report from the management of the company. The format of the AGM. I need initially to criticize the AGM setup.

The Danish Shareholders Association wants to promote shareholder culture. An important parameter in this context is that every now and then, as a shareholder, you have the opportunity to meet and assess the management. This opportunity is now completely gone in our company. We do support hybrid AGMs where shareholders across the world can participate via video link. That is a good and sensible addition to the old-fashioned physical AGMs. Now management has decided to have a fully electronic AGM where a shareholder can't even present his own intervention through an online link. The chair of the AGM or a person appointed needs to read out the intervention, and that creates less authenticity in the dialogue. It is very far away from the spirit in the company's legislation. My first question, I would like to ask the chairman of the board if he intends to change this.

You can no longer use COVID as an argument for the current setup. If you don't want shareholders to have the floor, the natural consequence would be for the company to work to be unlisted from the stock exchange. Now the annual report, revenue versus earnings. Generally, the annual report is quite good. Revenue has increased because of acquisitions. We are talking about a doubling over five years, but earnings have not followed the same path. The ambition from the management is clear to improve the EBIT margin, but because of the changed mix with, for instance, Solera, we cannot expect to return to historical margins. I have to say that acquisitions should result in better long-term earnings or increased spread of risk. Of course, it's not acceptable if acquisitions only happen as a way to help the top management be remunerated or just growth for the sake of growth.

My second question, I would like to ask the chairman whether you are considering to adjust future strategies regarding further acquisitions.

There is a headline, the share price development over the past five years. I would like to add that the share price in our company in the past five years is lagging significantly behind the development in the C25 index. Expected PE ratio and key figures. I have looked at all relevant key figures, both historically. I have looked at the expected PE ratio, EBIT, EBITDA, etc. This morning, Carlsberg issued new numbers for the first quarter of 2025, but Royal Unibrew only issues new numbers just before the AGM, so I have not been able to take that into account. In my comparison, I have looked at both the expectations of the company and the expectations of several large analysts.

I've compared two, among others, Carlsberg, Anheuser-Busch InBev, Heineken, Diageo, and Coca-Cola. No matter how you measure Royal Unibrew, I have to say Royal Unibrew is too highly priced at the moment. The market has an expectation that there will be significant synergy effects of previous acquisitions in the future. The annual report on page 18 onwards, there's nothing that indicates a level of ambition comparable to what the market expects. My third question, I would like to ask the Chair and the CEO if you expect future rationalizations to improve our key figures and also the profitability to the level of comparable companies? Now trade wars. I have to ask about the current full-scale trade war. I know that we are in a defensive sector and not very exposed in the context compared to other companies.

On the other hand, our international exposure is increasing, even though it's still relatively low. Increasing commodities prices can very much affect future earnings. This applies to all sectors, but particularly in our sector, there's probably an upper limit as to how many of those costs you can pass on to the final consumer. My fourth question is, is the company ready for these challenges and what could be an escalating tariff and trade war? It is possible to hedge against increasing commodities prices. Is this something you intend to use to any greater extent? With that, thank you for the floor, and I hope for the best for our common company. With kind regards, Jens Christian Andreassen Sauer-Mich on behalf of the Danish Shareholders Association. There were four specific questions, and the chairman will answer the first three, and Lars Jensen, CEO, will answer the fourth one.

First, I give the floor to the Chair of the Board.

Thank you very much, Nils. First of all, I would like to thank Jens Christian Andreassen Sauer-Mich and the Danish Shareholders Association for these questions. We are always happy to have a dialogue with our engaged shareholders. We have a virtual AGM to ensure that every shareholder has equal access, whether they be in Denmark or abroad. More than half of our shareholders are international shareholders. At our latest physical AGM, we saw decreasing numbers for attendees, and it was our assessment that a virtual AGM is the most appropriate and the most efficient way of reaching our shareholders. I understand that you would like to read out your contributions yourselves on a day like today, and we are going to reassess whether we can make any changes for the future setup.

There was a question about revenue compared to earnings and acquisitions. We completely agree that acquisitions should improve either revenue or risk distribution and diversification. We have a growth of 20%, and the EBIT margin has also been improved. The EBIT growth that we expect in 2025 is among the highest in our industry, and we have a clear ambition to improve our EBIT all the while paying out dividends to our shareholders. Acquisitions remain a part of our strategy if we find the right candidate companies at the right price where we can create value for our shareholders. The elements that are part of the assessment of the remuneration can be seen in the remuneration policy as well as the remuneration report for 2024, as I presented in my report as well. These KPIs are related to ESG performance, EBIT growth, and so on.

For instance, acquisitions form no part of the remuneration of management nor of board members. There was a third question about the share price development over five years and what you expect when it comes to PE and other key figures. The price of the Royal Unibrew share is something we have to leave to the markets, but it is a high price is a sign of approval from the markets, and we can see that our share price is stronger than several of our competitors. We have good expectations for 2025 and strong growth ambitions in the longer term, which are backed up by strategic plans for our business units. I will leave the answer on the fourth and final question to CEO Lars Jensen.

Thank you, Peter.

It was the question about the consequences of a potential trade war, and as I said during my report, the direct consequences of potential tariffs is not something that has any significance for Royal Unibrew, but of course, the uncertainty that is created by this does influence our situation because consumers start to worry. That is what we are monitoring, and that's also what I said during my report about the conditions for 2025. Regarding commodities prices, exchange rates, etc., we do have policies in that area to ensure that our conversion of foreign currencies and our commodities follow our structure and also the agreements we have for buying commodities, etc. Over time, we try to minimize the risk of fluctuations. We feel that the way we run our business, we are ready to any challenges and the consequences of a potential trade war. Back to Nils.

Thank you to the Chair and CEO Lars Jensen for their response to the Danish Shareholders Association, represented by Jens Christian Andreassen Sauer-Mich, and we will continue the debate. I want to ask if anybody wants the floor. We have not heard that anyone wants the floor, because as I mentioned earlier, we have a delay of up to 16 seconds, so I am speaking slowly so that we can be sure that everybody is on board. We, of course, want to give the floor to shareholders if they want it, but I do not think anybody else wants the floor.

With that, I will close the debate, and I hope I have the full support when I conclude that the AGM has noted the report from the company, has approved the audited annual report, has granted discharge to the Board of Directors and Executive Management, adopted the distribution of profits, and also approved the remuneration report for 2024. I'll add that to the minutes. With that, we have concluded items one to five on the agenda. That brings us to the next item on the agenda, which is item six, and that is approval of the remuneration for the Board of Directors for 2025. I refer you to the report from the chairman of the board where he presented it, and I'll just briefly read out that there's an increase compared to 2024.

The proposal is that the Board of Directors receive a base fee of DKK 250,000 from DKK 215,000, that the chair will receive, that the deputy chair will receive 1.75 times the base fee, and that the chairman will receive three times the base fee, which is DKK 1,200,000, and that the remuneration and remuneration committee will receive what they have received so far. The added fee for the chairman of the audit committee is proposed increased to 80% because of the increased work, and the added fee for the chair of the nomination remuneration committee is maintained at 50% of the base fee. I will again refer you to the convening notice where all the proposals are described in detail. Does anybody want the floor under this item on the agenda?

I am slowing down a bit to make sure that everybody who wants the floor also has the opportunity to get it. It does not seem that anybody else wants the floor, so item six is approved, and we have concluded that. The remuneration for the Board of Directors is approved.

That leads me to item seven on the agenda, which is a recurring item on the agenda about proposals from the Board of Directors. This year, we have two separate proposals: item seven one, an authorization to increase the company's capital, and item seven two, an authorization to acquire treasury shares. Under seven one, it is proposed that the AGM authorize the Board of Directors to increase the share capital with and without preemption rights for existing shareholders with up to nominally DKK 20,080,000, corresponding to 20% of the share capital.

This authorization will be in force until the 28th of April 2030. I also refer to the convening notice, which describes the proposal in detail, including the wording of the new item seven or article seven in the articles of association. Does anyone wish to take the floor under item seven one? I do not see any indication that that should be the case. I can inform you that the adoption of this proposal can take place with two-thirds of the votes cast, as well as two-thirds of the share capital represented at the AGM. I do not see anyone who wants to take the floor, and I take that to mean that the proposal is adopted.

For your information, I can say that 69% of the represented votes, corresponding to 44,464,640, have voted in favor of the proposal based on proxies and postal votes, and that is of a capital of DKK 64,383,000. That is including all of the registered access cards, and that means that the proposal is adopted. Under item seven two, just like last year, the board proposes that the AGM is authorizing the board to acquire treasury shares. The proposal means that the company can acquire treasury shares corresponding to a maximum of 10% of the share capital at the time of authorization. The authorization is limited by the requirement that the nominal value of the company's total shareholding cannot at any time exceed 10% of share capital.

The share price for the acquisition of treasury shares cannot deviate with more than 10% from the listed price on NASDAQ Copenhagen at the time of acquisition, and this authorization will be in force until the AGM in 2026. I can tell you that this sort of authorization will be used in connection with any share buyback programs. Does anyone wish to take the floor under this item? I can meanwhile tell you that this proposal can be adopted by a simple majority. It does not seem to be the case that anyone has any questions, and considering the 16 seconds of delay, I can now conclude that no one wants to take the floor under item seven, and that means that this proposal has been adopted. That leads me to the next item of the agenda, which is the election of members for the board.

According to article 19, the members of the board elected by the AGM are elected for a year at a time, and the board proposes re-election of Peter Ruzicka, Jais Valeur, Torben Carlsen, Catharina Stackelberg-Hammarén, and Lise Mortensen. Furthermore, the board proposes that Inge Plochaet is elected as a new member of the Board of Directors. As appears from the convening notice, Heidi Kleinbach-Sauter is not running for re-election to the members of the Board of Directors. I refer you to the chairman's report and can tell you that the CV of the candidates appears from the convening notice, and the information has also been available on the company website since the 7th of April of this year. Are there other candidates, or does anybody want the floor? Again, considering up to 16 seconds delay, I'll just check whether anybody wants the floor.

That does not seem to be the case. When there are no other candidates than the ones proposed, they are elected for a period of one year, and I congratulate them all and wish you all the best in your endeavors. As the Chair mentioned in his report, the board is expecting to set up Peter Ruzicka as Chair of the board and Jais Valeur as Deputy Chairman just after the AGM. The board now consists of the following members of the board elected by the AGM: Peter Ruzicka, Jais Valeur, Torben Carlsen, Catharina Stackelberg-Hammarén, Lise Mortensen, and Inge Plochaet. Furthermore, the board consists of the following employee-elected representatives: Klaus Kjerker, Ken Vahr, and Michael Nielsen. This finishes item eight and brings us on to item nine, which is appointment or election of state authorized public accountant.

The board proposes re-appointment of Deloitte Statsautoriserede Revisionspartnerselskab in accordance with both when it comes to the financial reporting and sustainability reporting. The appointment is also made by proposal from the audit committee, which has not been influenced by third parties and has not been subject to any agreement with third parties. Are there any other candidates? There is no indication that there are other candidates or that anybody wants the floor. I will conclude that Deloitte Statsautoriserede Revisionspartnerselskab has been re-appointed as auditor of the company, both when it comes to financial auditing and the sustainability reporting. That brings us to the end of the agenda proper, which brings us to the last item, item 10, any other business. Does anybody want the floor under any other business?

You can say whatever you like about the company, positive and negative things, but you cannot make any proposals under item 10. Again, considering the 16 seconds I've mentioned a few times now, I want to ask if anybody here at the end of the AGM wants the floor. I will conclude that that is not the case, and with that, we are at the end of the agenda, and I want to thank all shareholders who have participated for having ensured a good AGM. All I need to do is resign as chair of the AGM, and I'll give the floor back to the chairman of the board to close this year's AGM.

Thank you very much, Nils, and thank you for guiding us safely through this annual general meeting. Thank you to all of you shareholders who have followed the proceedings.

Thank you for attending Royal Unibrew's AGM. We hope that you will listen in again next year. Thank you very much.

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