Report
Expert Corporate Governance Service (ECGS)
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Carlsberg - AGM 16 March 2020

In general, Carlsberg is in compliance with the Danish regulations relating to organisation and procedures of the Annual General Meeting.

Under ITEM 2 the supervisory board seeks approval of the Company's financial statements as well as discharge from liability. Although ECGS has no concerns over the annual accounts, it does not approve of the discharge requested since there is no (legal) requirement for it in Denmark. Accordingly, ECGS recommends to vote OPPOSE.

Under ITEM 4a the supervisory board seeks approval for the Company's executive remuneration policy. ECGS notes that the maximum variable remuneration is not in accordance with its guidelines. ECGS therefore recommends to vote OPPOSE.

Under ITEM 5a it is proposed to re-appoint Mr. Flemming Besenbacher as Chairman of the supervisory board. Mr. Besenbacher is currently chairing the nomination committee. ECGS notes a lack of female representation (27%) on the supervisory board and based on its guidelines the (re-)election of the chairman of the nomination committee is the most appropriate agenda item to express such concerns. In view of the above, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.

Finally, under ITEM 5f it is proposed to re-appoint Ms. Lilian Fossum Biner as Member of the supervisory board. In view of concerns over aggregate time commitments, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.

Underlying
Carlsberg A/S Class B

Carlsberg is engaged in the production and sale of beer and other beverages. Co.'s brewing operations are concentrated in Northern and Western Europe, Eastern Europe and Asia, while markets outside these regions are serviced through exports and production under license. Co.'s other beverages include soft drinks, water and cider. In addition to beverage activities, Co. is also engaged in real estate.

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Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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