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Expert Corporate Governance Service (ECGS)
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Carslberg - March, 13 2019

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 5a, it is proposed to re-appoint Mr. Flemming Besenbacher as Chairman of the Supervisory board. Mr. Besenbacher is currently chairing the nomination committee.

Since ECGS has concerns over the level of female representation on the supervisory board, the (re)election of the chairman of the nomination committee is the most appropriate agenda item to express these concerns. As a consequence, ECGS normally would have recommended opposition. However, considering the proxy card does not permit this it recommends abstention instead.

Under ITEM 5c, it is proposed to re-appoint Mr. Magdi Batato as Member of the supervisory board. Although he is considered independent, ECGS notes that Mr. Batato missed more than 25% of the board meetings in the year under review, without adequate justification. As a result, ECGS normally would have recommended opposition. However, considering the proxy card does not permit this it recommends abstention instead.

Finally, ECGS has concerns over the aggregate time commitments of Mr. Richard Burrows (ITEM 5d) and proposed new nominee Ms. Lilian Fossum Biner (ITEM 5h).

Therefore, ECGS normally would have recommended opposition. However, considering the proxy card does not permit this it recommends abstention instead.

Underlying
Carlsberg A/S 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.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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Expert Corporate Governance Service (ECGS)

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