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7.      Consideration of proposals submitted by the Board of Directors
        
7.1        Authorizations to increase the Company’s share capital
The Board of Directors proposes that the Board of Directors is authorized to increase the Company’s share capital with and without pre-emption rights for existing shareholders by a nominal amount of up to DKK 20,080,000 corresponding to 20% of the share capital of the Company. The authorizations to increase the Company’s share capital with and without pre-emption rights for existing shareholders, respectively, shall apply up to and including April 28, 2030. The proposal implies that Article 7 of the Articles of Association will be amended and worded as follows:

“Up to and including April 28, 2030, the Board of Directors is authorized to increase the share capital, in one or more issues, with pre-emption rights for the existing shareholders by a nominal value of up to a total of DKK 20,080,000 by issuing new shares, subject, however, to Sub-Article 3 hereof. The capital increase must be effected by cash contributions at a subscription price fixed by the board of directors.

Up to and including April 28, 2030, the Board of Directors is authorized to increase the share capital, in one or more issues, without pre-emption rights for the existing shareholders by a nominal value of up to a total of DKK 20,080,000 by issuing new shares, subject, however, to Sub-Article 3 hereof. The capital increase must be effected at or above market price in the form of cash contributions, conversion of debt or by contributions of assets other than cash, i.e. any non-cash contributions.

The Board of Directors’ authorizations pursuant to Sub-Articles 1 and 2 hereof may be exercised to issue new shares of a total nominal value not exceeding DKK 20,080,000.

New shares issued pursuant to Sub-Articles 1 and 2 hereof must be paid up in full; be issued in the name of the shareholder; be registered in the name of the shareholder in the Company's register of shareholders; be negotiable instruments and carry the same rights as those conferred by existing shares.

The Board of Directors shall be authorized to make any amendment to the Articles required in connection with an increase of the share capital pursuant to this Article.”

7.2.        Authorization to acquire treasury shares
The Board of Directors proposes that until the next Annual General Meeting the General Meeting authorizes the Board of Directors to let the Company acquire treasury shares equivalent to a total of 10% of the Company’s share capital at the time of the authorization, 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.

8.                 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 one year and are eligible for re-election.

The Board of Directors proposes re-election of Peter Ruzicka, Jais Valeur, Torben Carlsen, Catharina Stackelberg-Hammarén and Lise Mortensen. Heidi Kleinbach-Sauter is not available for re-election.

Furthermore, the Board of Directors proposes that Inge Plochaet is elected as new member of the Board of Directors.

Provided that members of the Board of Directors are elected in accordance with the proposal of the Board of Directors, the Board of Directors consists of six members elected by the General Meeting and three members elected by the employees. It is the intention of the Board of Directors to elect Peter Ruzicka as Chair and Jais Valeur as Deputy Chair.

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

9.            Appointment of state-authorized public auditor
The Board of Directors proposes re-appointment of Deloitte Statsautoriseret Revisionspartnerselskab in accordance with the Audit Committee's recommendation. The appointment applies to both the statutory financial auditing as well as assurance engagements relating to sustainability reporting. 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.

10.           Any other business

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Adoption requirements, share capital, record date, attendance and voting right
The resolution to adopt the proposed agenda item 7.1 must be passed by at least 2/3 of the votes cast as well as of the share capital represented at the Annual General Meeting. All other proposed resolutions may be passed by simple majority.

The Company’s share capital of nominally DKK 100,400,000 is divided into shares of DKK 2 or multiples hereof. Each share of DKK 2 entitles the holder to one vote (50,200,000 votes in total).

The record date is Tuesday, April 22, 2025 at 11:59 pm (CEST). The right to participate and vote, including voting by correspondence 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 admission within the deadline as described below.

Requesting admission to the Annual General Meeting
In order to attend the Annual General Meeting, the shareholder must have requested admission no later than Friday, April 25, 2025 at 11:59 pm (CEST). Admission may be requested either through Euronext Securities’ website, https://euronext.com/cph-agm, through www.royalunibrew.com (click on Investor – Investor Portal) or alternatively via Euronext Securities by telephone +45 43 58 88 66. Moreover, the registration form can be downloaded from www.royalunibrew.com (click on Investor – AGM). If the form is used, it must be completed, signed and sent by ordinary mail to Euronext Securities, Nicolai Eigtveds Gade 8, DK-1402 Copenhagen, or as a scanned copy to CPH-investor@euronext.com and be received within the deadline.

Following timely registration, a confirmation will be forwarded to the shareholder’s email address provided by the shareholder. The email address must be registered at the Company’s Investor Portal at www.royalunibrew.com (click on Investor – Investor Portal). The confirmation email contains a link to the Annual General Meeting from which the general meeting can be accessed, cf. below.

Attending the Annual General Meeting electronically
Participation in the Annual General Meeting will take place through the AGM Portal, which can be accessed through a web browser on desktop devices, smartphones or tablets. The AGM Portal provides the possibility of asking questions, providing comments and voting (if required) during the live webcast of the Annual General Meeting. Links for accessing the AGM Portal and information on the procedure for electronically attending the Annual General Meeting will be provided by email to shareholders who have notified the Company of his/her attendance at the Annual General Meeting, cf. above.

To attend the Annual General Meeting, shareholders must have an electronic device with a supported web browser as well as an adequate and functioning internet connection available at the time of the Annual General Meeting. Each shareholder is responsible for ensuring that the hardware and software satisfy the following requirements:

Browser/PC
The Annual General Meeting can be attended by use of evergreen browsers on a PC/Mac, mobile phone and tablet/iPad. Evergreen browsers (e.g., Edge, Chrome and Firefox) are browsers that automatically update to new versions. Internet Explorer cannot be used.

Apple products
The AGM Portal will run in the four latest main versions of the Safari browser on Mac, iPhone and iPad (Safari versions 14, 15, 16 and 17).

Internet connection
The quality of the transmission will depend on the shareholders’ individual internet providers. As a minimum, shareholders should have a 5-10 Mbit/s connection.

Information on how to electronically attend the Annual General Meeting can also be found at www.royalunibrew.com, see “Investor”.

Proxy
Proxy may be granted either through Euronext Securities’ website, https://euronext.com/cph-agm, or through www.royalunibrew.com (click on Investor – Investor Portal) (requires electronic access code) no later than Friday, April 25, 2025 at 11:59 pm (CEST). Moreover, the proxy form can be downloaded from www.royalunibrew.com (click on Investor – AGM). If the form is used, it must be completed, signed and sent by ordinary mail to Euronext Securities, Nicolai Eigtveds Gade 8, 1402 Copenhagen, or as a scanned copy to CPH-investor@euronext.com and be received within the deadline.

Voting by correspondence
Shareholders may vote in writing by letter either through Euronext Investor Services’ website, https://euronext.com/cph-agm, or through www.royalunibrew.com (click on Investor – Investor Portal) (requires electronic access code) no later than Monday, April 28, 2025 at 12:00 noon (CEST). Moreover, the voting by correspondence form can be downloaded from www.royalunibrew.com (click on Investor – AGM). If the form is used, it must be completed, signed and sent by ordinary mail to Euronext Securities, Nicolai Eigtveds Gade 8, DK-1402 Copenhagen, or as a scanned copy to CPH-investor@euronext.com, and be received within the deadline.

Questions from shareholders
Shareholders can ask questions on the annual report, the Company in general or on the agenda items prior to the Annual General Meeting. Such questions can be submitted by written inquiry to the Company’s investor relations office, Faxe Allé 1, DK-4640 Faxe or by email to investor.relations@royalunibrew.com. The questions will as far as possible be answered in writing prior to the Annual General Meeting and published at the Company’s website or presented by the Chair of the Annual General Meeting and answered at the Annual General Meeting.

Moreover, shareholders can electronically ask questions at the Annual General Meeting through the AGM portal.

Personal data

Prompted by requirements set out in the Danish Companies Act, the Company processes personal information about its shareholders as part of the administration of the company's register of shareholders and other communications. The following information is processed: Name, address, contact information, VP account number, shareholding and participation in events. You can read more about how the Company processes personal information on the Company’s website: Privacy policy.

Other information
The following documentation is available on the Company’s website, www.royalunibrew.com (click on “Investor – AGM”):
-        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 Annual General Meeting;
-        Forms to be used in connection with voting by proxy or by correspondence.

The Annual General Meeting will be broadcasted live by webcast at the Company’s website, www.royalunibrew.com. Simultaneous interpretation from Danish to English and English to Danish will be available at the Company’s website.

Faxe, April 7, 2025
On behalf of the Board of Directors

Peter Ruzicka
Chair of the Board of Directors

 

 

 

Appendix 1

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

Peter Ruzicka
Born 1964. Norwegian. Member of the Board of Directors since 2021 and Chair since 2022. Peter Ruzicka is a professional board member.

The Board of Directors proposes re-election of Peter Ruzicka due to his extensive international experience within the food and beverage industry as well as FMCG (Fast Moving Consumer Goods). In addition, broad operational expertise with strategy execution and transformation.

Listed companies:
Peter Ruzicka is Chair of the Board of Directors of Pandora A/S, Denmark, and member of the Board of Directors of Axfood AB, Sweden.

Non-listed companies:
Peter Ruzicka is Chair of the Board of Directors of Aspelin Ramm Gruppen AS and AKA AS, both in Norway, and Chair of The Nutriment Company, Sweden.

Peter Ruzicka is recommended election as an independent board member in accordance with section 3.2.1 of the Recommendation on Corporate Governance.

Peter Ruzicka is Chair of the Nomination and Remuneration Committee and member of the Audit Committee.

Jais Valeur
Born 1962. Danish. Member of the Board of Directors since 2013 and Deputy Chair since 2018. Jais Valeur is a professional board member.

The Board of Directors proposes re-election of Jais Valeur due to special expertise in general management and transformation of international enterprises within FMCG (Fast Moving Consumer Goods) and within the food and food ingredient industry. Has led the Danish governments Advisory panel on a green transition of the Danish Food and Agricultural sector.

Listed companies:
Jais Valeur is member of the Board of Directors of Alm Brand A/S, Denmark.

Jais Valeur is not considered independent in accordance with item 3.2.1 of the Danish Recommenda-tions on Corporate Governance due to the fact that Jais Valeur has been a member of the Board of Directors for 12 years.

Jais Valeur is member of the Nomination and Remuneration Committee.

Torben Carlsen
Born 1965. Danish. Member of the Board of Directors since 2021. Torben Carlsen is President & CEO of DFDS since 2019 with prior positions as Executive Vice President and CFO of DFDS since 2009.

The Board of Directors proposes re-election of Torben Carlsen due to his Broad international expertise and knowledge within finance, risk management, M&A and management of international corporations

Listed companies:
Torben Carlsen is Group CEO of DFDS and part of the management in 30 fully owned non-listed subsidiaries of DFDS, Denmark.

Non-Listed companies:
Torben Carlsen is Chair of Copenhagen Infrastructure Partners: CI II, CI III and CI IV K/S. Gro Capital Partners: Fund I and II K/S (Chair of the Investment Committees), Danish Shipping, all in Denmark. Member of the Board of Directors of Dyal 1 ApS, P/S Dyal Investments and PPC Ejendomme A/S, all in Denmark.

Torben Carlsen is recommended election as an independent board member in accordance with section 3.2.1 of the Recommendation on Corporate Governance.

Catharina Stackelberg-Hammarén

Born 1970. Finnish. Member of the Board of Directors since 2019. Catharina Stackelberg-Hammarén is Senior Vicepresident of Knowit Oy.

The Board of Directors proposes re-election of Catharina Stackelberg-Hammarén due to her broad international experience within fast moving consumer goods and management consulting. Special expertise in strategy, innovation, commercial excellence, technology and ESG.

Listed companies:
Catharina Stackelberg-Hammarén is Chair of the Board of Directors of Alma Media Plc, Deputy Chair of the Board Directors of Harvia Plc, both in Finland.

Catharina Stackelberg-Hammarén is recommended for election as an independent board member in accordance with section 3.2.1 of the Recommendations on Corporate Governance.

Lise Mortensen
Born 1968. Lise Mortensen is professional board member.

The Board of Directors proposes re-election of Lise Mortensen due to her extensive experience and competencies within finance, sustainability, digital technologies and cybersecurity, and international leadership including change and transformation, business development, strategy and M&A.

Listed companies:
Lise Mortensen is Member of the Board of Directors at GN Store Nord A/S, Denmark.

Non-listed companies:
Lise Mortensen is Member of the Board of Directors at Seasalt Group ApS and Dovista A/S, both in Denmark, and Vizrt Group, Sweden.

Lise Mortensen is recommended for election as an independent board member in accordance with section 3.2.1 of the Recommendations on Corporate Governance.

Lise Mortensen is Chair of the Audit Committee.

Inge Plochaet as new board member
Born 1968. Inge Plochaet is professional board member and managing director of Tower Consulting BV in Belgium.

The Board of Directors proposes election of Inge Plochaet due to her solid background with more than 20 years’ experience in the beverage industry, her broad knowledge with FMCG and consumer sectors, extensive knowledge with business strategy and international profile from operations throughout Europe.

Listed companies:
Inge Plochaet is Member of the Board of Directors at Sligro Food Group N.V. in the Netherlands and What’s Cooking N.V. in Belgium.

Non-listed companies:
Inge Plochaet is Chair of the Board of Directors at B-Steel in Belgium and Member of the Board of Directors of De Hoop Terneuzen B.V. and Faber Group B.V., both in the Netherlands.

Inge Plochaet is recommended for election as an independent board member in accordance with section 3.2.1 of the Recommendations on Corporate Governance.

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

Attachment

• Fond-RU-19-2025-uk - Notice to convene_FINAL