Royal UNIBREW A/S
Notice to general meeting

Notice of the Annual General Meeting

Company announcement No 15/2017– 29 March 2017

                     To the shareholders of Royal Unibrew A/S

                               CVR No 41 95 67 12

The Board of Directors of Royal Unibrew A/S hereby gives notice of the Company’s
                          Annual General Meeting 2017

                         Thursday 27 April 2017 at 5 pm

          at Ceres Park & Arena, Stadion Allé 70, DK-8000 Aarhus C

Agenda:

1.      Report on the Company’s activities during the year

2.      Presentation of the audited Annual Report for 2016, including auditor’s
report, for adoption 

The Board of Directors proposes that the audited Annual Report for 2016 be
adopted. 

3.      Resolution to discharge the Board of Directors and the Executive Board
from liability 

The Board of Directors proposes that the Board of Directors and the Executive
Board are granted discharge from liability. 

4.      Proposed distribution of profit for the year, including resolution on
the amount of dividend 

        The Board of Directors proposes to pay out a dividend of DKK 8.15 per
share of nominally DKK 2 corresponding to at total dividend of DKK 441 million. 

5.      Approval of remuneration of the Board of Directors for 2017

The Board of Directors proposes that the fees to the Board of Directors in 2017
remain unchanged. The base fee will thus continue to be DKK 300,000 per board
member, and the Chairman and the Deputy Chairman shall continue to receive 2½
and 1¾ times the base fee, respectively, for their extended duties and
obligations. 

6.      Consideration of proposals submitted by the Board of Directors

6.1    Capital reduction – cancellation of treasury shares

The Board of Directors proposes that the Company’s share capital be reduced by
nominally DKK 2,800,000 from nominally DKK 108,200,000 to nominally
DKK105,400,000 through cancellation of 1,400,000 treasury shares of nominally
DKK 2 each. 

The purpose of the capital reduction is to make distributions to the
shareholders, cf section 188(1), item 2, of the Danish Companies Act. If the
proposal is adopted, the Company’s holding of treasury shares will be reduced
by 1,400,000 shares of nominally DKK 2. The shares were bought back under the
Company’s share buy-back programme carried out in the period 2 March 2016 - 24
February 2017, see Company Announcement No. 10/2017 of 27 February 2017. The
shares were bought back for a total of DKK 411,806,049 corresponding to an
average price of DKK 294.15. This means that, in addition to the nominal
capital reduction, an amount of DKK 409,006,049 has been paid to the
shareholders, cf. section 188(2), of the Danish Companies Act, and the capital
reduction is thus carried out at a premium. 

Consequently, it is proposed that Article 4 of the Articles of Association be
worded as follows, which will take effect as from the completion of the capital
reduction: 

”The share capital of the Company amounts to DKK 105,400,000 divided into
shares of DKK 2.00 or multiples hereof.” 

6.2   Authorisation to acquire treasury shares

The Board of Directors proposes that the General Meeting authorises the Board
of Directors until the next Annual General Meeting to let the Company acquire
treasury shares equivalent to a total of 10 % of the Company’s share capital at
the time of the authorisation, 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 by more than 10 % from the official price quoted
at Nasdaq Copenhagen at the time of acquisition. 

7.      Election of members of the Board of Directors

The members of the Board of Directors elected by the General Meeting are
elected for a term of 1 year and the members are eligible for re-election. 

The Board of Directors proposes re-election of Kåre Schultz, Walther Thygesen,
Ingrid Jonasson Blank, Jens Due Olsen, Karsten Mattias Slotte, Jais Valeur, and
Hemming Van. It is the intention of the Board of Directors to elect Kåre
Schultz as Chairman and Walther Thygesen as Deputy Chairman. 

Following the election, the Board of Directors consists of seven members
elected by the General Meeting and four members elected by the employees. 

Information on the background, board and managerial duties of the board
candidates is available at the Company’s website www.royalunibrew.com, see
”Investor”, and in Annex 1 to this notice. 

8.     Appointment of state-authorised public accountant

The Board of Directors proposes reappointment of Ernst & Young Godkendt
Revisionspartnerselskab in accordance with the Audit Committee's
recommendation. The Audit Committee has informed the Board of Directors that it
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. 

9.     Any other business

                                    ********



Adoption requirements, share capital, record date, attendance and voting right

The resolution to adopt the proposed item 6.1 must be passed by at least 2/3 of
the votes cast as well as of the share capital represented at the General
Meeting. All other proposed resolutions may be passed by a simple majority. 

The Company’s share capital of nominally DKK 108,200,000 is divided into shares
of DKK 2 or multiples hereof. Each share of DKK 2 entitles the holder to one
vote. 

The record date is Thursday 20 April 2017. The right to participate and vote,
including by postal vote or issue of proxy, is calculated on the basis of
registration in the Company’s register of shareholders on this date and on the
basis of notifications of ownership received by the Company on this date for
entry in the register of shareholders. 

Shareholders holding shares in the Company on the record date are entitled to
attend and vote at the General Meeting. Moreover, in order to attend, the
shareholder must have requested an admission card within the deadline as
described below. 

Requesting an admission card

In order to attend the General Meeting, the shareholder must have requested an
admission card no later than Friday 21 April 2017 at 11:59 pm. Admission cards
may be requested either through VP Investor Services’ website,
www.uk.vp.dk/agm, through www.royalunibrew.com (click on Investor – Investor
Portal), or via VP Investor Services by telephone +45 43 58 88 93, or by fax
+45 43 58 88 67. Moreover, the registration form may be downloaded from
www.royalunibrew.com (click on Investor – General Meeting). If the form is
used, it must be completed, signed and sent by ordinary mail to VP Investor
Services, Weidekampsgade 14, PO Box 4040, DK-2300 Copenhagen S, by fax: +45 43
58 88 67, or as a scanned copy to vpinvestor@vp.dk, to be received within the
deadline. 

Starting this year Royal Unibrew will send out admission cards to the company’s
shareholders by email. In order to receive an admission card electronically the
shareholder’s email address must be registered at the company’s Investor Portal
at www.royalunibrew.com (click on Investor – Investor Portal). If this has not
been done, it will be possible for shareholders to register their email address
on the Investor Portal. Following registration shareholders will receive an
electronic admission card, which must be presented at the General Meeting by
using e.g. a smartphone or a tablet. Shareholders may as an alternative bring a
printed version of the admission card. If a shareholder fails to bring the
admission card, access to the General Meeting may be obtained by way of
presentation of appropriate proof of identity. Voting papers will be handed out
at the entrance to the General Meeting. If the shareholder does not have an
email address, it will be possible to have the admission card sent by ordinary
mail. 

Proxy

Proxy may be granted either through VP Investor Services’ website,
www.uk.vp.dk/agm, or through www.royalunibrew.com (click on Investor – Investor
Portal) (requires electronic access code) no later than Friday 21 April 2017 at
11:59 pm. Moreover, the proxy form may be downloaded from www.royalunibrew.com
(click on Investor – General Meeting). If the form is used, it must be
completed, signed and sent by ordinary mail to VP Investor Services,
Weidekampsgade 14, PO Box 4040, DK-2300 Copenhagen S, by fax: +45 43 58 88 67,
or as a scanned copy to vpinvestor@vp.dk, to be received within the deadline. 

Voting by correspondence

Shareholders may vote in writing by letter either through VP Investor Services’
website, www.uk.vp.dk/agm, or through www.royalunibrew.com (click on Investor –
Investor Portal) (requires electronic access code) no later than Wednesday 26
April 2017 at 4:00 pm. Moreover, the voting by correspondence form may be
downloaded from www.royalunibrew.com (click on Investor – General Meeting). If
the form is used, it must be completed, signed and sent by ordinary mail to VP
Investor Services, Weidekampsgade 14, PO Box 4040, DK-2300 Copenhagen S, by
fax: +45 43 58 88 67, or as a scanned copy to vpinvestor@vp.dk, to be received
within the deadline. 

Questions from shareholders

Shareholders may inquire to the agenda or to documents for the purpose of the
General Meeting, etc. by written inquiry to the Company’s investor relations
office, Faxe Allé 1, DK-4640 Faxe. 

Other information

The following documentation is available on the Company’s website,
www.royalunibrew.com (click on Investor – General Meeting): 

-     Notice of the Annual General Meeting, including the agenda and the
complete proposals; 

-     Total number of shares and voting rights on the date of the notice;

-     The documents to be presented at the General Meeting; and

-     Forms to be used in connection with voting by proxy or by correspondence.

Faxe, 29 March 2017

On behalf of the Board of Directors

Kåre Schultz

Chairman of the Board of Directors



Annex 1

Candidates for the Board of Directors – Profiles and overview of their
managerial duties with other Danish and foreign commercial enterprises: 

Kåre Schultz

Born 1961. Chairman since October 2010. CEO of H. Lundbeck A/S since May 2015.

The Board of Directors proposes re-election of Kåre Schultz due to his special
expertise in strategic management as well as experience of production, sales
and marketing of brands on a global scale. 

Kåre Schultz is a Member of the Board of Directors of LEGO A/S.

Kåre Schultz is nominated as an independent member of the Board of Directors in
accordance with item 3.2.1 of the Danish Recommendations on Corporate
Governance. 

Kåre Schultz is the Chairman of the nomination committee and the remuneration
committee. 

Walther Thygesen

Born 1950. Deputy Chairman since April 2011. Professional board member in a
number of enterprises since 2014. 

The Board of Directors proposes re-election of Walther Thygesen due to his
special expertise in general management with experience from both Denmark and
abroad as well as sales and marketing expertise, especially in the business to
business market. 

Walther Thygesen is Chairman of the Board of Directors of Alectia A/S and Xilco
Holding AG, Switzerland and Member of the Board of Directors of German High
Street Properties A/S (GERHSP). 

Walther Thygesen is nominated as an independent member of the Board of
Directors in accordance with item 3.2.1 of the Danish Recommendations on
Corporate Governance. 

Walther Thygesen is Deputy Chairman of the nomination committee and the
remuneration committee. 

Ingrid Jonasson Blank

Born 1962. Member of the Board of Directors since 2013. Professional board
member in a number of Nordic enterprises since 2010. 

The Board of Directors proposes re-election of Ingrid Jonasson Blank due to her
special expertise in general management, including of international enterprises
in the convenience goods and retail areas as well as FMCG (Fast moving Consumer
Goods). 

Ingrid Jonasson Blank is Member of the Board of Directors of Ambea Sweden Group
AB, Sweden, Bilia AB, Sweden, Fiskars Oyj, Finland, Martin & Servera AB,
Sweden, Matas A/S, Denmark, Musti ja Mirri Grp Oy, Finland, Orkla ASA, Norway,
and ZetaDisplay AB, Sweden. 

Ingrid Jonasson Blank is nominated as an independent member of the Board of
Directors in accordance with item 3.2.1 of the Danish Recommendations on
Corporate Governance. 

Jens Due Olsen

Born 1963. Member of the Board of Directors since 2010. Professional board
member in a number of Danish enterprises since 2008. 

The Board of Directors proposes re-election of Jens Due Olsen due to his
special expertise in economic, financial and capital market aspects as well as
general management with experience from a variety of industries. 

Jens Due Olsen is Chairman of the Board of Directors of Auris III Luxembourg
S.A., Luxembourg, Bladt Industries A/S, The Foundation BørneBasketFonden
(non-profit organisation), NKT Holding A/S, Member of the Board of Directors of
Cryptomathic A/S, Gyldendal A/S, Heptagon Advanced Micro Optics Inc., KMD A/S,
and PFA Pension A/S, and a member of the investment committee of LD Equity 2
K/S as well as member of the Committee on Corporate Governance. 

Jens Due Olsen is nominated as an independent member of the Board of Directors
in accordance with item 3.2.1 of the Danish Recommendations on Corporate
Governance. 

Karsten Mattias Slotte

Born 1953. Member of the Board of Directors since 2013. Professional board
member in a number of enterprises, primarily in Finland, since 2013. 

The Board of Directors proposes re-election of Karsten Mattias Slotte due to
his special expertise in general management, including of international
enterprises within FMCG (Fast Moving Consumer Goods). 

Karsten Mattias Slotte is Member of the Board of Directors of Ratos AB (publ.),
Sweden, and Scandi Standard AB (publ), Sweden. 

Karsten Mattias Slotte is nominated as an independent member of the Board of
Directors in accordance with item 3.2.1 of the Danish Recommendations on
Corporate Governance. 

Jais Valeur

Born 1962. Member of the Board of Directors since 2013. Group CEO of Danish
Crown since November 2015. 

The Board of Directors proposes re-election of Jais Valeur due to his special
expertise in general management of international enterprises within FMCG (Fast
Moving Consumer Goods) 

Jais Valeur is Member of the Board of Directors of FOSS A/S.
Jais Valeur is nominated as an independent member of the Board of Directors in
accordance with item 3.2.1 of the Danish Recommendations on Corporate
Governance. 

Hemming Van

Born 1956. Member of the Board of Directors since 2004. Executive officer of HV
Invest A/S. 

The Board of Directors proposes re-election of Hemming Van due to his special
expertise in retailing and marketing as well as production and general
management. 

Hemming Van is CEO of Easy Holding A/S, Executive officer of HV Holding ApS,
Chri Van ApS, Ka Van ApS, Se Van ApS and The Van ApS, Chairman of the Board of
Directors of Easyfood A/S, FHØ of 27.05.2011 A/S, GOG Holding A/S, Halberg A/S,
Mac Baren Tobacco Co. A/S, and HV Holding (Thailand) Co., Ltd, Thailand, and a
member of the Board of Directors of Easy Holding A/S, Great Dane A/S, and HV
Invest ApS. 

Hemming Van is not considered independent in accordance with item 3.2.1 of the
Danish Recommendations on Corporate Governance due to the fact that Hemming Van
has been a member of the Board of Directors for more than 12 years. 

The above information on the background and duties of the candidates is also
available at www.royalunibrew.com, see ”Investor”.