Carlsberg A/S — AGM Information 2009

Feb 27, 2009

To the shareholders in Carlsberg A/S

According to article 15 of the Articles of Association, the Board of Directors hereby gives notice of the Annual General Meeting of Carlsberg A/S which will take place on

Thursday 12 March 2009 at 4.30 p.m.

at Radisson SAS Falconer Hotel, Falkonér Allé 9, Frederiksberg, Denmark

As a shareholder in the Company you are invited to participate.

Agenda for the Annual General Meeting:

• 1) Report on the activities of the Company in the past year.
• 2) Presentation of the audited annual report for approval and proposal to discharge the Board of Directors and the Executive Board from their obligations.
• 3) Proposal for distribution of the profi t for the year, including declaration of dividends.
• 4) The Board of Directors' request for the authorisation of the Annual General Meeting to acquire treasury shares, cf. section 48 of the Danish Public Companies Act.

With reference to section 48 of the Danish Public Companies Act, the Board of Directors of Carlsberg A/S requests the authorisation of the Annual General Meeting to acquire treasury shares at a nominal value of up to 10% of the nominal share capital at the price quoted on the Copenhagen Stock Exchange at the time of the acquisition with a deviation of up to 10% and for a period of time lasting until the next Annual General Meeting.

• 5) Proposal from the Board of Directors:
• a) Proposal from the Board of Directors to prolong with new 5-year periods the authorisations given to the Board of Directors in article 9 (1), article 13 (1), and article 13 (4):
• to increase the share capital of the company by a total of up to DKK 10,000,000 Bshares to be offered to the employees of the company,
• to issue convertible bonds to a maximum amount of DKK 639,000,000, and
• to raise loans by up to a maximum amount of DKK 200,000,000 against bonds or other instruments of debt with a right to interest, the size of which is entirely or partly related to the dividend paid by the company.

The articles 9 (1), 13 (1), and 13 (4) are therefore proposed changed to:

"Article 9 (1) With the object of giving the employees of the company the right to subscribe for shares in the company the Board of Directors shall until March 11, 2014 be authorised to increase the share capi tal of the company one or several times by a further total of up to DKK 10,000,000 B-shares which shall be offered to the employees of the company without any simulta neous increase of the A-share capi tal and without the existing shareholders of A -shares and B-shares having any preferential right of sub scription to the new shares."

"Article 13 (1) Until March 11, 2014 the Board of Directors shall be authorised to raise one or more loans of up to a maximum amount of DKK 639,000,000, or the foreign exchange equivalent hereof, against the issue of bonds or other instruments of debt giving the bearer the right of converting his claim into B-shares. The decision of the Board of Directors to this effect shall be recorded in the Articles of Associa tion of the company."

"Article 13 (4) Until March 11, 2014 the Board of Directors shall furthermore be authorised to raise one or more loans of up to a maximum amount of DKK 200,000,000, against the issue of bonds or other interest-bearing instru ments of debt the rate of which shall, in whole or in part, and as determined by the Board of Directors, depend upon the divi dend paid on the com pany's shares."

Article 9 (2-4) and article 13 (2-3) of the Articles of Association shall not be changed.

b) Proposal from the Board of Directors:

to change article 11 (3) of the Articles of Association to: "VP Investor Services A/S (VP Services A/S), Weidekampsgade 14, 2300 Copenhagen S, is the company's registrar."

The proposal is due to the change of address of VP Investor Services A/S.

6) Election of members to the Board of Directors

Pursuant to article 27(3-4) of the Articles of Association, Managing Director Jens Bigum retires from the Board of Directors and according to article 27(3) of the Articles of Association, Professor, D. Pharm. Povl Krogsgaard-Larsen and Professor, D. Econ, Niels Kærgård and Henning B. Dyremose will retire from the Board of Directors by rotation.

Henning Dyremose stands down. The Board of Directors proposes that Povl Krogsgaard-Larsen and Niels Kærgård be re-elected and that Richard Burrows and Kees van der Graaf be elected as new members of the Board of Directors.

A description of the proposed candidates and their executive functions/directorships is printed on the back of this notice.

7) Appointment of 1 state-authorised public accountant to audit the accounts for the current year.

The Board of Directors proposes that KPMG Statsautoriseret Revisionspartnerselskab be elected.

8) The Board of Directors proposes that the Board of Directors be authorised to carry out any such changes and amendments in the material approved, in the Articles of Association and in other relations which the Danish Commerce and Companies Agency may require in order to register the material approved at the Annual General Meeting.

Special requirements as to approvement

In order to approve the proposals of item 5 a)-b), a qualifi ed majority of two thirds of both the total number of votes cast and of the voting share capital represented at the Annual General Meeting shall be required under article 25(3) of the Articles of Association. Approval, adoption and election in accordance with the other items on the agenda will take place by simple majority.

Admission cards

In order to attend the Annual General Meeting, the shareholders must have an admission card. Admission cards may be requested no later than Monday 9 March at 10 a.m., in the following ways:

• via the internet on VP Investor Services A/S' website www.uk.vp.dk/agm or Carlsberg A/S' website www.carlsberggroup.com, or

• by completing and forwarding the enclosed registration form to VP Investor Services A/S by post to Helgeshøj Allé 61, 2630 Taastrup, Denmark or by fax +45 4358 8867, or

• in person at the offi ces of Carlsberg A/S, Ny Carlsberg Vej 100, 1760 Copenhagen V, Denmark within normal offi ce hours.

Shareholders registered in the company's register of shareholders must use the VP-reference number set out on the attached registration form when requesting an admission card. Shareholders who are not registered in the company's register of shareholders must enclose with the registration form an up-todate statement of account from the Danish Securities Centre or the bank with which the custody account is held.

Proxy

Shareholders may give a proxy to the Board of Directors or others, to attend and vote on behalf of the shareholder at the Annual General Meeting, by completing the enclosed proxy form (on the back of the registration form) and send it to VP Investor Services A/S, Helgeshøj Allé 61, 2630 Taastrup, Denmark by letter or by fax number +45 4358 8867. The proxy must be received by VP Investor Services A/S no later than Monday 9 March 2009, at 10 a.m. A proxy is only valid if the form has been signed and dated.

Shareholders may also provide a proxy by electronically completing the proxy form available on VP Investor Services A/S' website www.uk.vp.dk/agm or on Carlsberg A/S' website www.carlsberggroup. com no later than Monday 9 March 2009, at 10 a.m. Shareholders not registered must attach to the proxy an up-to-date statement of account from the Danish Securities Centre or the bank with which the custody account is held.

The size of the share capital and voting right

The share capital of the company amounts to DKK 3,051,136,120 divided into DKK 673,985,040 ordinary shares named A shares and DKK 2,377,151,080 preference shares, named B-shares. Article 5 of the Articles of Association determines the following as to voting rights in the company:

(1) A-shares shall carry ten votes per DKK 10 share.

(2) B-shares shall carry one vote per DKK 10 share.

Only shareholders who have acquired admission cards in time shall be entitled to vote at the Annual General Meeting. Shareholders who have acquired their shares by transfer shall not be entitled to exercise their voting right relating to the shares in question unless such shares have been registered in the register of shareholders of the Company or the shareholder has given notice of and produced documentary evidence of the acquisition no later than the time at which the Annual General Meeting is convened.

Practical information

The agenda, including a complete description of the proposals to be handled at the Annual General Meeting, and the audited Annual Report 2008, will be available for inspection by the shareholders at the offi ces of the Company at Ny Carlsberg Vej 100, 1760 Copenhagen V, Denmark, at the latest 8 days prior to the Annual General Meeting. Notice and agenda will be forwarded to all registered shareholders. The Annual Report 2008 will be forwarded to all shareholders upon request. The material and the Annual Report will also be available on the company's website www.carlsberggroup.com.

Dividends that have been declared at the Annual General Meeting, will be paid to the shareholders by Danske Bank A/S to the shareholders' custody accounts in their own banks, through which the fi nancial rights according to article 73(5), second sentence, of the Danish Public Companies Act may be exercised.

Copenhagen 27 February 2009 The Board of Directors of Carlsberg A/S

Appendix to the agenda's item 6) Election of members to the Board of Directors

Description of the candidates proposed by the Board of Directors:

Povl Krogsgaard-Larsen was born in 1941 and is professor, D.Pharm. He was fi rst elected to the Board of Directors in 1993 and was last re-elected in 2007. He has been Chairman of the Board of Directors since 2003. Chairman of the Board of Directors of the Carlsberg Foundation. Member of the Boards of Directors of Auriga A/S and Bioneer A/S.

Povl Krogsgaard-Larsen is affi liated to the Faculty of Pharmaceutical Sciences at the University of Copenhagen. With his background as a researcher and educator, he has particular expertise in the analysis of issues within the pharmaceutical sector and the presentation of plans and results. As former rector of what was then the Royal Danish School of Pharmacy, he also has experience of the management of large knowledgebased organisations such as Pharma-Biotec, NeuroScience PharmaBiotec and Drug Research Academy. He also has experience from directorships for other international companies.

Niels Kærgård was born in 1942 and is Professor, D. Econ. He was fi rst elected to the Board of Directors in 2003 and was last re-elected in 2006. Member of the Executive Board of the Carlsberg Foundation and the Boards of Directors of property companies affi liated to the Carlsberg Foundation.

Niels Kærgård has particular expertise in economics and international affairs and headed the Chairmanship of the Danish Economic Council from 1995 to 2001. With his background as a researcher and educator, he has particular expertise in the analysis of economic and organisational issues and the presentation of plans and results.

Richard Burrows is 63 years old and holds board positions in Bank of Ireland, Rentokil Initial plc., Mey Icki San. Ve Tic A.S., and Cityjet Ltd. Until 2005, Richard Burrows was joint CEO of Pernod Ricard and before that CEO of Irish Distillers. He also held the position as president of the Irish Business and Employers Confederation for a period of two years.

Richard Burrows has acquired extensive international experience within management through the many years in the top management of Irish Distillers and Pernod Ricard.

Kees van der Graaf is 58 years old and held the position of President Europe on the Board of Unilever until 2008. He joined Unilever in 1976 and during his 32 years with the Company he held several top management positions within various FMCG categories. Amongst other external positions Kees van der Graaf is on the Board of Directors of the Dutch automobile club ANWB and he joined IMD, the Lausanne based Business School, as an Executive-in-Residence.

Kees van der Graaf has acquired extensive international management experience through the many years in management positions in Unilever.

• o -

The Board of Directors proposes that Povl Krogsgaard-Larsen and Niels Kærgård be re-elected and that Richard Burrows and Kees van der Graaf be elected.