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Carlsberg aims to maintain an appropriate corporate governance framework to ensure active, reliable and profitable business management across the Group. 

Carlsberg’s Supervisory Board and Executive Board constantly strive to ensure that the Group’s management structure and control systems are appropriate and work satisfac- torily. A number of internal procedures have been developed and are regularly updated in order to ensure active, reliable and profitable business management. 

The basis of the Group’s corporate govern- ance includes the Danish Companies Act, the Danish Financial Statements Act, IFRS, the Danish Securities Trading Act, NASDAQ OMX Copenhagen A/S’s rules for issuers of shares, and the Company’s Articles of Association. 

## RECOMMENDATIONS ON CORPORATE GOVERNANCE 

The recommendations of the Danish Com- mittee on Corporate Governance form part of NASDAQ OMX Copenhagen A/S’s rules 

for issuers of shares. These recommendations were last amended in May 2013 and can be found online 1 . 

As in other European countries, companies must either comply with the recommenda- tions or explain any deviation. 

The Supervisory Board actively uses the corporate governance recommendations in rel- evant areas to optimise the way it works, and Carlsberg complies with all recommendations. 

Carlsberg’s statutory report on corporate governance includes a full list of the recom- mendations of the Committee on Corporate Governance, together with Carlsberg’s com- ments with regard to each recommendation; see www.carlsberggroup.com/Company/ Governance/Pages/UKrecommendations. aspx. 

## SHAREHOLDERS AND CAPITAL STRUCTURE 

Carlsberg aims to provide information and opportunities for dialogue to its shareholders through regular publication of news, interim reports and annual reports, and at General Meetings. The Company’s website is continu- ously updated with published information. Regular teleconferences, conferences and meetings are also arranged with investors. 

The Supervisory Board regularly assesses whether the Company’s capital structure fulfils the interests of the Group and its shareholders. The overall goal is to ensure a capital structure that supports long-term profitable growth and value creation. The Company’s Articles of Association contain no limits on ownership or voting rights. 

Carlsberg’s share capital is divided into two classes. All shares have the same nomi- nal value (DKK 20). An A share carries 20 votes, while a B share carries two votes and is entitled to a preferential dividend. Both classes of shares are listed on NASDAQ OMX Copenhagen. The Supervisory Board believes that the different share classes, combined with the Carlsberg Foundation’s position as principal shareholder, have been and will re- main advantageous for all of the Company’s shareholders as this structure supports the long-term development of the business. 

## THE GENERAL MEETING 

The General Meeting is the Company’s supreme governing body. The Supervisory Board believes that it is important that shareholders receive detailed information and are provided with an adequate basis for the decisions to be made at the General Meeting. 

Notice of a General Meeting is published at least three weeks prior to the meeting and is sent to all shareholders who have provided an e-mail address. In 2013, the Company sent notices to shareholders who had re- quested to be notified of General Meetings by ordinary mail, but at the same time informed the shareholders that this service would be discontinued after the Annual General Meeting in 2013, as already provided for in the Articles of Association. All share- holders who own shares one week before the General Meeting are entitled to partici- pate in and vote at the General Meeting, provided they have requested an admission card no later than three days before the meeting. Any shareholder is also entitled to put forward proposals for consideration at the Annual General Meeting to the Super- visory Board no later than six weeks before the date of the meeting. 

Any shareholder who has the right to attend the General Meeting may give proxy to the Supervisory Board or to somebody else attending the General Meeting for each indi- vidual item on the agenda or vote by letter as set out in the notice of the General Meeting. 

Minutes of the General Meeting are made available on the Company’s website no later than two weeks after the meeting. 

According to the authorisation of the Gen- eral Meeting, the Supervisory Board may, in the period until 24 March 2015, allow the Company to acquire treasury shares up to a total holding of 10% of the nominal share capital at the price quoted on NASDAQ OMX Copenhagen at the time of acquisition with a deviation of up to 10%. 

