Dear shareholders, on behalf of the Board of Directors, 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 fully virtual. This is because we are convinced that a virtual AGM gives us a broader reach to all of our shareholders, including, not least, our shareholders abroad. Shortly, our CEO, Lars Jensen, and I will take you through the company's development in 2025. We will also look at how we have been fairing in the beginning of 2026, and what we expect for the rest of the year. After that, we will be deciding on the proposed resolutions.
Should there be any questions during the course of the AGM, the chair of the meeting will explain to you in a moment how this is going to take place. I would also like to draw your attention to our website, royalunibrew.com. On this website, you can communicate, and we can communicate with you. I hope that you benefit from our website and the information that we publish there on an ongoing basis. Not least, I, of course, hope that you are aware that in connection with the annual general meeting, all relevant information for shareholders is available on the website, including the annual report for 2025 and previous years. I would like to encourage all shareholders to register via the investor portal and have communication from Royal Unibrew sent to you electronically.
In this regard, I would like to ask you to inform us of your email address so that we can communicate directly to you, for instance, concerning the AGM. With that, we will start this year's annual general meeting, and in accordance with Article 16 in the Articles of Association, the Board of Directors has asked attorney at law, Niels Kornerup, to chair the meeting and take us through today's AGM. Niels, the floor is yours.
Thank you very much for appointing me chair of the annual general meeting of Royal Unibrew. I hope we'll have a good AGM, and a good debate at this fully electronic AGM. Before we start, I have to deal with all the formalities. Prior to the AGM, I have concluded that the convening notice was sent out on time in compliance with the Danish Companies Act and the articles of association of the company. Based on that, I conclude that the AGM has been legally convened and is competent for the transaction of the business on the agenda. We have about 20 seconds delay in our transmission, so when I ask if I have the support of the AGM, I will slow down a bit just like I've done now.
As I haven't heard any comments, I will conclude that the shareholders agree that the AGM has been legally convened and is competent and is quorate. Before we started, I saw that just over 70% of the votes and the share capital is represented here today after deduction of treasury shares, and the Board of Directors has received proxies and postal votes to the tune of more than 90%. There's also broad support for all proposals from the Board of Directors and for the candidates, and the exact numbers will appear from the minutes. As mentioned at earlier AGMs, we have to go through the Danish Companies Act Section 101, Item 5, about a complete record of votes. That would mean that we would need to know exactly who had voted for and against a vote even though the result is quite clear.
I hope we can do as we have done in previous years and deviate from that complete record of votes, and I hope I have the support from all the shareholders in this. That's, again, where the 20 seconds come into play to make sure that everybody has a chance to react if they want to, and I haven't heard any protests. Thank you very much for your support. It is possible to follow the AGM both on the website of the company, and the chairman mentioned the address, but it's also possible to use the AGM portal. On the company website, you cannot ask questions or make comments because that's just a webcast without the possibility of comments. Shareholders who have signed up and want to participate in the debate need to log in on the shareholder's portal.
If you want the floor during the AGM in the shareholder's portal, you need to access the messaging function and click Send Message, [Non-English content] . You then choose the item on the agenda in the roll-down menu and fill in subject and intervention. If you use a mobile phone, you need to first click the logo with three horizontal lines in the left corner and then Send Message. I ask you that you send your questions or interventions as soon as possible, even though we haven't reached the item on the agenda yet. I'll make sure that everything is put forward when it's time for each item. We would very much appreciate if that the messaging function is only used for interventions and questions and nothing else.
We hope that you have a brief and concise wording of your contributions, which I will then read out here in the AGM location. If you experience any technical issues, Euronext is ready to help you by phone, and you can contact them with 45 for Denmark 43 58 88 94, and you can also find the number on the website of Euronext. With that, we are ready to jump into the agenda. It has been sent out in the convening notice, and it's here on screen. First item is report on the company's business activities during the year. Two, presentation of the 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 the amount of dividend.
Item 5, presentation of the remuneration report for 2025 for approval. Item 6, approval of remuneration of the Board of Directors for 2026. Item 7, consideration of proposals submitted by the Board of Directors, and there are 3 proposals this year. 1 regarding capital reduction. Secondly, authorization to acquire treasury shares. Thirdly, amendment of the articles of association. Item 8 is selection of members of the Board of Directors, and Item 9, appointment of state-authorized public auditor. Then we'll close with Item 10, any other business. With that, we move into the agenda. As normal here in Royal Unibrew, we'll deal with Items 1 to 5 as 1 section. With that, I give the floor to the Chairman of the Board, who will cover the first part of the report, and then CEO Lars Jensen will deal with the rest of the report.
After that, the chairman of the board will take the floor again to motivate the proposals. With that, I give the floor to the chairman of the board.
Yeah.
Thank you very much, Niels. 2025 was another year with solid progress in Royal Unibrew. We delivered growth in revenue as well as earnings. We improved our margins, and we maintained a strong cash flow. We are quite happy with that development, and it is indeed the result of the hard work of our dedicated teams and our long-term strategic focus on growth and efficiency. At the same time, 2025 was a year where we, to an even greater extent, saw that consumer preferences continue to move between categories and channels. In spite of lowered consumer confidence across our markets, we saw continued good growth in selected categories, and that is exactly why our multi-beverage strategy and our versatile portfolio are so important.
Over the past few years, Royal Unibrew has developed into a larger and stronger business, and we have a solid platform for growth based on exactly our multi-beverage strategy. Add to that our agile mindset and our focus on innovation, where we continue to develop products and taste profiles to fit local markets and changing consumer preferences. With a focus on our growth categories, where our own brands play an increasing role, close customer relations and partnerships, we have a strong foundation for future growth. Speaking of partnerships, I will, of course, also touch upon our collaboration with PepsiCo and the announcement that we sent out about a week ago. For many years, PepsiCo has been an important partner for Royal Unibrew in Denmark, Finland, and the Baltics, and this collaboration has created significant value for both parties.
It was not the outcome we would have preferred that the collaboration in these three markets will cease at the end of 2028. Unfortunately, it has not been possible to reach an agreement on an extension. The partnership with PepsiCo in Benelux is unaffected and will continue after 2028 in accordance with the existing agreements. The market has reacted significantly to the news, the termination of the agreement is indeed expected to have a negative impact on revenue and earnings in 2029. To mitigate this effect, we will launch a number of efficiency and cost management initiatives.
It also gives us new commercial opportunities that we are going to explore and improve over the next 2.5 years, in which the agreement with PepsiCo will continue to run, so that already in 2030 we expect to be back on the growth track. CEO Lars Jensen will get back to this later in his report.
We're already well into 2026, and during the first quarter, we have delivered results in accordance with our guidance. Therefore, we maintain our guidance for the full year. However, we have to say that with everything that is happening around us, the macroeconomic and geopolitical situation continues to be uncertain. It affects prices on commodities and energy, and in the end, it also affects consumer confidence in our markets. Now, let's take a brief look at the results for 2025. Net revenue reached a new record level for Royal Unibrew, and for a number of years, we have developed into a considerably larger business, driven by acquisitions and a strong organic development. Net revenue increased by 5% to about DKK 15.7 billion.
Organic revenue growth was 3%, and this development reflects our focus on the right categories, as well as a strong commercial effort across all of our markets. Profits before financial items and taxes, that is the EBIT, came in at DKK 2.2 billion, which was 12% higher than in 2024, and organic EBIT growth was 10%. Looking at the EBIT in relation to net revenue, that is the EBIT margin, it came in at 14%. That is an improvement of almost 1 percentage point vis-à-vis the year before, and that just goes to show the effect of our focus on efficiency, integration of acquired companies, and the continuous optimizations in the business. We are very happy with this development, and it is still our goal that the profitability in the coming year will develop in a positive direction.
Looking at the net profit for the year, it came in at almost DKK 1.6 billion. That is an improvement of 6% compared to the year before. This result reflects a disciplined management of the business and a positive development in the underlying earnings. Free cash flow for 2025 was DKK 1.4 billion. This was in line with our guidance and enabled us to acquire treasury shares to the tune of DKK 550 million during the year. Looking at the development in 2025, I would like to point out that the annual profit and cash flow in 2024 was positively affected by approximately DKK 200 million in connection with the sale of shareholdings in a Polish subsidiary. The actual development in 2025 was quite strong.
The figure on the left-hand side of this slide shows you the development in net debt over the past few years. Here you can see that our financial gearing ratio at the end of 2025 was 2x the net interest-bearing debt to EBITDA. This is a level that we find appropriate and in line with our capital structure policy. This gives us the financial flexibility and the opportunity to continue to development our business in accordance with our strategic priorities. Our equity ratio, that is the size of the equity in relation to the total assets, increased by one percentage point in relation to last year and increased to 37%. On the basis of this strong development, we've launched a new share buyback program of DKK 400 million, and we propose a dividend of DKK 16 per share, corresponding to 51% of annual profits.
With that, I will pass the floor to our CEO, Lars Jensen, who will take you through the rest of the development for the year. Go ahead, Lars.
Thank you, Peter. I'd like to start with going through the development in our business segments. Northern Europe is our largest segment and still makes up the main part of both our net revenue and EBIT. Northern Europe performed solidly in the markets that still characterized by competition and frugal consumers. Volume was on a level of 2024 with 11 million hectoliters, while revenue increased by 2% to DKK 10.4 billion. We also improved the EBIT by 4% to DKK 1,518 million and raised the EBIT margin to 14.5%. This is a satisfactory result in a market where the total demand is relatively flat. In both Western Europe and International, we again saw a strong development. Both segments contributed positively to the group's total progress.
In Western Europe, volume increased by 11% to 5.5 million hectoliters, while revenue increased by 13% to DKK 3.7 billion. Growth has been driven by both organic growth and integration of acquisitions we have made in recent years. EBIT increased by 55% to DKK 480 million, and the EBIT margin was improved by 3.5 percentage points to 12.8%. International continued its positive development in 2025. We achieved growth in both volume and revenue, with a volume growth of 16% and a revenue growth of 7%. EBIT increased by 14% to DKK 239 million, and the EBIT margin was improved to 15.5%. Everything is driven by increased demand in a number of markets and more effective use of our production capacity.
International saw continued good demand across several markets and categories, and the segment contributes increasingly to the group's total growth and earnings. In total, it's a development that confirms that our strategy works, and that we can create growth across various markets and categories. As Peter mentioned, our growth category framework is a central driver in our development. We have a clear focus on four overall areas: soft drinks with low or no sugar, enhanced beverages, ready-to-drink, and premium products. Consumers increasingly want healthier products, functional beverages, and greater variation, and we see a structural growth in these categories. This requires both innovation and speed of execution, and that is where our model with strong local brands and close cooperation with customers makes a difference. It's also here we find our attractive margins, so we'll continue to focus our investments and commercial efforts in these categories.
In our largest markets, there has been no growth overall. Consumption of beverages is relatively stable, but moves between categories, and that's why we are so focused on the areas where we see the best opportunities. In 2025, we saw a continued strong growth in our growth categories that make up about 60% of our total revenue. Beverages with low or no sugar grew by about 9%, enhanced beverages by 5%, while ready-to-drink and premium products also contributed. At the same time, non-alcoholic beverages now make up 56% of our total revenue compared to 54% the year before. As we've seen over the past 12 to 18 months, it's this combination of focused innovation and strong execution that drives our business development, and the growth is very much driven by our own brands that make up a large share of these categories.
That is also why we expect these categories to continue to be a central driver for our growth going forward, also after 2028 when our partnership with PepsiCo in Northern Europe will end. Historically, both our own brands and partner brands have contributed to our growth. In recent years, our own brands have shown a stronger development, both when it comes to growth and profitability. I'll give you some examples. In Denmark, Faxe Kondi delivered an average revenue growth of about 14% a year since 2019, and the brand is strongly positioned across categories such as CSDs, energy drinks, and sports drinks. In Finland, Jaffa has also delivered growth higher than the market growth, and in Italy, we see a strong development in our LemonSoda portfolio, both locally and International.
These are brands that are close to the consumers and can quickly be adapted to changed preferences. Our results are driven by our good products, both our own local brands and the brands we have through partnerships. Good products cannot stand alone. They need a strong promotional effort, continued innovation, and excellent execution in the market. It's about ensuring that our products are present where the consumers make their choice, in the right form and in the right format. Put in a different way, being the preferred choice, which is, of course, our purpose and ambition. On this slide, you can see some of our market positions, I won't go into detail, you can see that across markets and categories, we have some strong first and second places.
Our market position is supported by an integrated sustainability effort, focusing on reducing our footprint in the areas that are most important to our business. Since last year, the share of products with low or no sugar has increased to 68% of our CSD revenue against 62% the year before. At the same time, we reduced our water consumption by 4% and our CO2 emissions by 10%. We have also reduced the frequency of work-related accidents by 31%. That being said, health and safety is still something we're focusing very much on because one accident is one too many. Before I talk a bit about the partnership with PepsiCo, I'll just go through our profits from this year's first quarter, which we published last week.
It's important to know that the first quarter is also relatively small for Royal Unibrew, but we have made a good start. The first quarter developed in line with our expectations and is a solid start to the year. We delivered organic volume growth by 5%, among other things, supported by the timing of Easter, but also strong commercial execution across our markets. The organic revenue growth was 2%, while the underlying growth was about 6% when we adjust for the end of low-margin activities in Northern Europe, where, for instance, we have left the snacks market. At the same time, we improved profitability during the quarter. EBIT increased organically by 21% to DKK 273 million, and the EBIT margin was improved by 150 basis points to 8.3%.
The development is very much driven by our own brands continue to be the strongest growth driver in the top line, at the same time, we continue to grow our efficiencies across the business. The free cash flow was improved by DKK 98 million compared to last year, driven by the improved result. Here we have our outlook for 2026, which we announced when we sent out the annual report for 2025 at the end of February. In 2026, we expect an organic EBIT growth of 6%-10%, corresponding to an EBIT level in the interval of DKK 2.325 billion to DKK 250 billion. We expect our growth to be on a level with 2025.
This reflects continued growth in beverages, but also how we counteract the loss of low-margin activities, and that we have revenue by about 3.5% without the volume being affected or the EBIT. Outlook is based on continued challenging consumer environments across our markets. At the same time, it's important to say that we work actively to handle the effects of commodities inflation and increasing energy prices. We do that through price mix and efficiencies, and as part of our risk management, we have hedged the risk for price fluctuations in some of our commodities and our energy consumption. We follow the developments closely and will, of course, react if circumstances change.
As announced on the 21st of April, our partnership with PepsiCo in Denmark, including the border trade on the Danish-German border, Finland and the Baltic, will end at the end of 2028. In the Netherlands, Belgium, and Luxembourg, the partnership will continue under current contracts. For decades, PepsiCo has been a strong and valuable partner in Northern Europe. The partnership has been mutually beneficial, and we are proud of what we've achieved. We would have liked to continue the partnership, but we haven't been able to reach an agreement. It's important to emphasize that the end of the partnership does not change our strategic direction. We continue to focus on our multi-beverage model and will drive growth in both own brands and partnerships.
The r-related contract makes up about 13% of our current net revenue, and we will continue operations until the end of the contract period in accordance with the agreement. Towards 2028, we expect the Pepsi share of net revenue to gradually decline. This is partly because of the strong growth in our own brands, partly because the cola category is generally declining in the total soft drinks market. Based on current circumstances, we expect an annual organic EBIT growth of 6%-8% until the end of 2028, in line with our long-term financial targets. 2029 will be a transitional year affected by lower revenue and reduced benefits of scale. We will try to mitigate that by launching some cost and efficiency measures.
It's central to our strategy that we have full control over our own brands. We can develop them to their full potential. We will get greater flexibility going forward. As Peter said, the end of the partnership also creates new commercial opportunities. We will accelerate growth in own brands and pursue new partnerships. We now have more than two and a half years to plan and prepare this in detail. Also, after 2028, we will have a cola in our portfolio. We're not starting from scratch because even though we didn't want the partnership with PepsiCo to end, it's a scenario we have dealt with as a natural part of our risk assessment and management.
In 2029, we expect transition costs of about DKK 300 million, That's because we need to support our own brands and cover exit-related costs. From 2030, we expect growth to be back on track, with earnings measured as an absolute EBIT over the level of 2028. The accumulated financial effect depends on various things, and of course, there's some uncertainty regarding timing and extent. To sum up, based on our well-established multi-beverage model, our growth categories, and strong customer relations, we trust in our opportunities and our ability to ensure long-term growth and value creation. Our long-term financial targets are also unchanged. We still have an ambition to deliver an organic EBIT growth of 6%-8% a year.
This is a level we believe is both ambitious and realistic, and which we have shown we can deliver on over time, in spite of the dip we will see in 2029 because of the end of the PepsiCo contract in Denmark, Finland, and the Baltics at the end of 2028. As I already described, we have plans which we expect will reduce the effect of the loss of Pepsi in 2029, and those costs will be related to the transition. We will continue the organic growth in the remaining part of the business. We will promote growth in our own brands. New partnerships can also be relevant, and we are open to opportunities. Finally, we will look at areas where we can achieve efficiencies and savings.
Our clear ambition is that for 2030, the EBIT will be back on or above the level of 2028. Our capital structure policy is set. We strive for leverage below 2.5 the EBITDA, and that's today around two. That gives us a robust balance and flexibility to navigate in an uncertain market and to continue to invest in growth, both organically and through acquisitions. It is also still our target to distribute 40%-60% of the year's net profits to shareholders and to make share buybacks to adjust the capital structure. As one of the last things, I want to go through some of the important things on our agenda for now. We have set ambitious financial targets for Royal Unibrew, both in the long term and the short term.
We will continue to deliver growth and improve efficiencies across the business and to deliver on the targets. A central focus area is still efficiency across the business. We work continuously to optimize our processes, improve our productivity, and ensure that we get full return on investments that we have made in recent years. This applies to both our established business and the companies we have acquired in recent years, including in Norway and the Netherlands. At the same time, we continue to invest in growth. We have a clear prioritization of our growth categories where we see the best opportunities for progress, and we will continue to focus our commercial measures and our innovation in these categories. The development of our own brands is another central element.
As mentioned earlier, we see a strong development in our own brands, both when it comes to growth and profitability, and it's a development we expect will continue. Therefore, we will also continue to strengthen our portfolio and invest in innovation, promotion, and distribution. At the same time, we are focusing on improving the business for the time after 2028. This applies to both the development of our own brands, our use of our capacities, and our commercial setup. We see it as an opportunity to strengthen our position further and create an even more solid foundation for future growth. For many of our colleagues, it's business as usual right now, but we will make sure that in relevant areas, we will already now start to adapt and pursue opportunities. Then there's the world around us.
The macroeconomic and geopolitical uncertainty continues to be high. We monitor the situation to respond to changes to ensure solid performance across our markets. Last but not least, sustainability is an integral part of how we operate and invest in our business, and it will also be on our agenda in 2026. The financial performance Peter and I have just reviewed would, of course, not have been possible without our excellent colleagues. It's in our DNA to be flexible and dedicated. Again, this year it has helped us through many challenges, but also opportunities. Across the organization, our colleagues' work focuses on innovation, customer cooperation, and developing our local portfolio. Locally, everyone contributes to strengthen Royal Unibrew's position as preferred beverage partner in our markets.
It's this adaptability, executive capacity, and ability to continuously develop the business that gives us great belief in handling the transition after the end of the PepsiCo partnership. It gives us the conviction that we are well prepared for the years to come. I would like to send a warm thank you to all the members of our staff. With that, I thank you for your attention, and I give the floor back to Peter.
Thank you very much, Lars. With this report from our CEO, we conclude the review of the past year, the result of the first quarter of 2026, our guidance for 2026, as well as the long-term perspectives for our business. That means that we can now move on to the investor-related items. First of all, I would like to present and motivate some of the board's proposals, and then the chair of the AGM will take us through the actual adoption process. First of all, the board of directors proposes that the board and executive management are granted discharge from liability in relation to the approved annual report for 2025.
This is a recurring item at the AGM, and it means that the general meeting approves the decision made by the management in relation to the approved annual report. When it comes to the distribution of profit for the year, I can inform you that the net profit in Royal Unibrew for 2025 was DKK 1,430 million. The board of directors proposes to pay out a dividend of DKK 16 per share of nominally DKK 2, corresponding to a total dividend of DKK 803 million. The board proposes that the remaining net profit of DKK 627 million be carried forward.
This proposal is in accordance with our principles for capital allocation, and it reflects our wish to pay out an attractive return to our shareholders and, at the same time, maintain the necessary financial flexibility to develop our business. Furthermore, the board of directors proposes that the remuneration report for 2025 be approved. The remuneration report outlines the remuneration allocated to the board of directors and the executive management for the financial year 2025, and the report is in accordance with current legislation and the remuneration policy of the company. The purpose of the report is to create transparency on the remuneration in the company and ensure that the shareholders has a clear basis for the assessment of the remuneration and its alignment with the company's development and results. The board recommends that the report be approved.
Now to the item concerning the board fees for the financial year 2026. In general, we aim to match the remuneration for the board with the level in comparable companies and to consider the demands to the board members' competencies, efforts, and the extent of the board work, including the number of meetings. The board members are awarded a fixed cash fee, which is to be approved by the annual general meeting on an annual basis. The board does not receive any variable or share-based remuneration. The board proposes that the fees to the board of directors for 2026 are increased to the effect that the base fee will be DKK 460,000, corresponding to an increase of 2.2%.
It is also proposed that the chair of the board shall continue to receive 3x the base fee, including the base fee, and that the deputy chair shall continue to receive 1.75x the base fee, including the base fee, for their extended duties and obligations. Board members who also serve on the nomination and remuneration committee or the audit committee will receive an additional annual fixed fee corresponding to 33% of the base fee per committee. For extended duties and obligations, the chair of the audit committee receives an annual fixed fee corresponding to 80% of the base fee, while the chair of the nomination and remuneration committee receives an annual fixed fee corresponding to 50% of the base fee.
Furthermore, Royal Unibrew covers the board members' expenses to travel, meetings, board and lodging, et cetera, and Royal Unibrew can also pay any foreign social costs and fees within the EU that may be levied by foreign authorities in relation to the remuneration of the board members. That leads me to the item concerning the candidates who are proposed to be elected for the board. The AGM-elected members are elected for a term of one year and are eligible for re-election. The board proposes re-election of Jais Valeur, Catharina Stackelberg-Hammarén, Torben Carlsen, Lise Mortensen, Inge Plochaet, and finally, myself, Peter Ruzicka. Provided that the members of the board of directors are elected in accordance with the proposal of the board, the board of directors consists of six members elected by the general meeting and three members elected by the employees.
It is the intention of the Board of Directors to elect me as Chair and Jais Valeur as Deputy Chair. Each year, we carry out an evaluation of the Board work and composition. In 2025, this evaluation was in the form of a self-assessment. The conclusion was that we have a good cooperation in the Board and in the committees and that the right competencies are represented. Information on the background, qualifications, independence, managerial duties, and other demanding organizational assignments of the Board candidates is available at the company's website and in Appendix 1 to the convening notice.
We also have three employee-elected members of the board who contribute very well to the board work with a strong insight into our business and in Royal Unibrew as a company. These are elected for a term of four years. The employees of Royal Unibrew have in April elected Jeanette Dahl Henriksen, who is the head of material planning. Jeanette is a new member of the board. They've also elected Michael Nielsen, who's a brewery worker and has been reelected for the board. Finally, Claus Kærgaard, who is a sales manager in off trade and has also been reelected. Congratulations to all of you. We look forward to cooperating with you. I would like to extend a warm thank you to Kenn Hvarre for his efforts on the board. He will be resigning from the board this time around.
Kenn has been elected as a substitute, along with Stine Berg and Lars Fini Christensen. Before I give the floor to Niels Kornerup, who will take us through the rest of the agenda, I would like to extend a thank you to my board colleagues, the management, and our employees for their efforts in 2025. Last year's results are very satisfactory, and they show the effect of the long-term strategic work from production and distribution, sales and marketing, to the administrative functions in our company. All of our teams have been working hard on solving day-to-day tasks and ensuring the continued development of Royal Unibrew. I would, of course, like to extend a thank you to our shareholders. I can guarantee that in Royal Unibrew we will do everything we can to continue to develop the company through value-creating growth.
With that, I have concluded my report and the chair of the meeting, attorney at law, Niels Kornerup, will now take us through the remaining agenda for today. Go ahead, Niels.
Thank you to the chairman and the CEO for the report and the motivations of the proposals. Now it's time for debate. I ask that people who want to participate write their comments as directed earlier. Before, I can tell you that the annual report has been signed by the board, the executive management, and the auditor. The auditor has, on Pages 195 to 201, given an unqualified auditor's signature without supplementary comments and a limited liability for the company's sustainability reporting. The chairman proposed, as mentioned, that the board proposes a dividend of DKK 16 per share of nominally DKK 2 , which is a total payout of DKK 803 million. The remaining profit of DKK 627 million will be carried forward
With that, I open the debate, I want to ask if anybody wants the floor to ask questions or make comments. I remind you of the 20 seconds delay, I will just slow down a bit to make sure that we have time to receive any comments or questions. It doesn't seem like there are any comments pending, I think I have now been speaking so slowly that we are not talking seconds, but probably a minute at least now. I think I will conclude that nobody wants the floor under this item. I will conclude that the AGM has listened to the report, and approved the AGM, has granted discharge to the board of directors and executive management, agreed on the proposed distribution of profits, and approved the remuneration report for 2025.
There's also support from that from the votes already cast. This will then be added to the minutes. With that, we close Items 1 to 5, which brings us to Item 6, which is approval of remuneration of the board of directors for 2026. The chairman has already presented this, and the proposal for 2026 is a base fee of 460,000, up from 450,000, and that the deputy chairman receives one three-quarters the basis fee, which is 805,000 DKK. The chairman of the board receives a fee of three times the base fee, which is DKK 1,380,000 . There is an extra 33% of the base fee per membership of a committee.
The chair of the audit committee receives 80% of the base fee, as last year. The chairman of the nomination and remuneration committee, again, receives 50% of the base fee for that chairmanship. Again, I want to ask whether there are any comments from shareholders regarding the remuneration for the board of directors. Again, I'll slow down to make sure that everybody gets the opportunity. With that, I will now conclude that this has been approved. We have Item 7, proposals from the board of directors. There are three proposals. 7.1 is a proposal on capital reduction with cancellation of treasury shares. 7.2 is authorization to acquire treasury shares. Finally, Item 7.3, amendment of the articles of association.
With that, I'll dive into 71, which is the first proposal, where the board proposes that Royal Unibrew share capital be reduced by nominally DKK 1.8 million from nominally DKK 100,400,000- DKK 98,600,000 through cancellation of 900,000 treasury shares of nominally DKK 2 each. This is the result of the share buyback program that was carried out in 2025. The proposal means that the articles of association will be reworded as it is stated in the convening notice. This will only be at least four weeks after this has been announced by the AGM. I refer you to the convening notice for the details. Are there any comments related to this? Comments, questions regarding this cancellation of shares?
I hope that you write in as quickly as possible and that you don't start writing when I ask for comments. That will certainly make this a bit easier. I can just mention that this requires a change in articles of association because the capital value of the company applies, appears from the articles of association, so we need two-thirds support for this. Now I'll conclude nobody wants the floor, and I conclude that the proposal has been adopted, and we already also have the votes cast for that. 7.2 is a proposal like last year for the authorization to the board of directors to acquire treasury shares.
This means that the company can acquire shares to a total of 10% of the company's share capital at the time of the authorization, provided that the company's total holding of treasury shares at no point exceeds 10% of the company's share capital. The consideration must not deviate more than 10% from the official price quoted at Nasdaq Copenhagen at the time of acquisition. This authorization will be valid until the AGM in 2027. I can tell you that the authorization is primarily used for any share buyback programs. Does anybody want the floor under this item? That does not seem to be the case, and there's also broad support from the already the votes already cast. This proposal has been adopted.
The final proposal from the board of directors is Item 7.3, where the board of directors proposes to amend the articles of association. This concerns wording in Article 9 that sounds like this: The board of directors may decide that the company's general meetings are held in English or Danish, with or without offering simultaneous interpretation to and from Danish. In addition, the following wording is added to Article 27, and I quote, "The corporate language of the company is English." End of quote. In general, I refer you to the convening notice where you can read the wording as well. Does anyone wish to take the floor under this item? Here, again, I can inform you that an amendment of the articles of association requires a majority of 2/3 of the votes cast and the represented share capital.
I cannot see any indication that anyone wishes to take the floor. Speaking quite slowly now, I can now conclude that the proposal has been adopted. That leads me to Item 8, which is the election of members of the Board of Directors. According to the articles of association, the members are elected for a term of one year, and the Board proposes re-election of Peter Ruzicka, Jais Valeur, Torben Carlsen, Catharina Stackelberg-Hammarén, Lise Mortensen, and Inge Plochaet. All in all, I refer you to the report we just heard from the Chair of the Board, and I can tell you that the other managerial posts of the candidates appear from Annex 1 to the convening notice, which has been available on the company website since the 27th of March. Are there any other candidates for the Board?
With the delay of 20 seconds in mind, I can now conclude that that is not the case, and we only have the number of candidates for the number of posts available. I can therefore conclude that everyone proposed by the board have been elected. Congratulations. As mentioned by the chair of the board, it is the intention of the board to elect Peter Ruzicka as chair and Jais Valeur as deputy chair immediately after the AGM. That means that we now have the following people on the board: Peter Ruzicka, Jais Valeur, Torben Carlsen, Catharina Stackelberg-Hammarén, Lise Mortensen, and Inge Plochaet. Furthermore, the board of directors consists of the following employee representatives: Claus Kærgaard, Jeanette Dahl Henriksen, and Michael Nielsen. That leads me to Item 9, which is the election of state-authorized auditor.
Again, the board of directors proposes reappointment of Deloitte, and this applies to both the statutory financial auditing as well as the assurance engagements relating to sustainability reporting. I can inform you that this proposal is in accordance with a recommendation from the audit committee, which has not been influenced by third parties, nor has it been subject to any contractual obligation restricting the general meeting's choice of certain auditors or audit firms. On the basis of that information, I would like to ask whether there are any other candidates to the position of state-authorized auditor for Royal Unibrew. That is not the case, and that means that Deloitte has been reelected as company auditor applying to both the statutory financial auditing and the sustainability reporting. That leads me to Item 10, which is a recurring item, any other business.
Here, the shareholders can take the floor and say anything in regard to the company. Does anyone wish to make any comments? It could be any comments or questions, praise or criticism. I'm just slowing down. Do I get any indication of any incoming comments? There might be some activity. No, that does not seem to be the case. I hope everyone out there has now had the chance to take the floor if anyone should wish to comment. We have received no comments, and that means we can conclude this item, and the agenda has now been exhausted. I would therefore like to thank you for a good general meeting. Left for me is only to resign as chair of the annual general meeting and pass the floor back to the chair of the board for a closing remark. Thank you.
Thank you, Niels.
Thank you, Niels. With that, I would like to say thank you for participating today in Royal Unibrew's AGM, and thank you to our Chairman of the AGM for guiding us through the meeting. I hope you will also listen in next year. Thank you.