Ownership of Carlsberg A/S

The Carlsberg brewery was established by brewer J.C. Jacobsen in 1847. In 1876, he established the Carlsberg Foundation by means of a charter and deed of gift to the Royal Danish Academy of Sciences and Letters. Initially, the foundation’s task was to run the Carlsberg Laboratory, which constitutes department A of the foundation. In 1878, Frederiksborg – The Museum of National History was established as department C. Since the foundation was established, its board members have been elected by the Royal Danish Academy of Sciences and Letters from among its Danish members. When J.C. Jacobsen died in 1887, the foundation became the sole owner of the Old Carlsberg Brewery, making it the world’s oldest enterprise foundation with responsibility for an industrial company. In 1902, J.C. Jacobsen’s son, brewer Carl Jacobsen, and his wife, Ottilia Jacobsen, gifted the New Carlsberg Brewery to the Carlsberg Foundation and at the same time established the New Carlsberg Foundation as an independent foundation under the Carlsberg Foundation. From 1902, the breweries gifted to the Carlsberg Foundation were run by the foundation as an independent commercial enterprise under the name Carlsberg Breweries. In 1970, Carlsberg Breweries merged with the Tuborg Breweries to become The United Breweries A/S. At the time of the merger, it was determined in the charter that the Carlsberg Foundation should own at least 51% of the share capital of The United Breweries A/S. In 2000, an amendment to the charter made it possible, in certain circumstances, for the board of directors of the Carlsberg Foundation to accept that the Carlsberg brewery business, in connection with a share issue and/or a merger, would become part of an ownership structure in which the foundation exercises a non-controlling yet significant influence capable of ensuring both the preservation of “Carlsberg” as a widely-known and recognised brand of beer and the continuance of beer production in Denmark. In 2000, Carlsberg’s brewery business was incorporated into Carlsberg Breweries A/S, 60% owned by Carlsberg A/S and 40% by the Norwegian company Orkla ASA and its Swedish subsidiary company Orkla AB. At the initiative of Carlsberg A/S, the cooperation with Orkla ASA ended in 2004 by Carlsberg A/S acquiring Orkla’s shareholding in Carlsberg Breweries A/S. In 2007, the charter was amended to the effect that the Carlsberg Foundation was now only obliged to own more than 25% of the share capital with an entitlement to not less than 51% of the votes in Carlsberg A/S. This amendment was made to open up the opportunity of procuring new equity to Carlsberg A/S by way of a share issue without obliging the Carlsberg Foundation to participate proportionately in the increase of the share capital. This option was exercised in 2008, when Carlsberg A/S, in a joint venture with Heineken, acquired the entire Scottish brewery group Scottish & Newcastle and divided the brewery activities between them. Under the agreement with Heineken, Carlsberg A/S acquired 50% of the Russian brewery group Baltic Beverage Holding (BBH), in which Carlsberg A/S already held a 50% shareholding. Moreover, Carlsberg A/S acquired the French brewery Brasseries Kronenbourg as well as brewery operations in Greece, Vietnam and China. In 2013, the charter was amended such that the Carlsberg Foundation was now only obliged to own a shareholding that provides entitlement to at least 51% of the voting rights in Carlsberg A/S. This amendment was made to give Carlsberg A/S significantly improved financial resources through share issues while allowing the Carlsberg Foundation to retain the same controlling interest in Carlsberg A/S as before. In 2015, the charter was amended such that the Carlsberg Laboratory and the Carlsberg Research Center became fully integrated under the name “Carlsberg Research Laboratory”. The Carlsberg Foundation assumed ownership of the Carlsberg Academy. In 2018, the charter was amended to the effect that the competency of the Supervisory Authority in relation to the Carlsberg Foundation was adapted to the applicable laws regarding foundations. In 2020, the charter was amended to reflect the expansion of the New Carlsberg Foundation’s board of directors from three to five members. In 2021, the charter’s provisions regarding consolidation were amended to the effect that the foundation’s board of directors is required to assess each year whether there is a need for consolidation and, if so, the size of the consolidated amount. The most recent amendment to the charter was in 2022, when it was deemed appropriate to adjust the foundation’s organisation and management, including enabling the appointment of a CEO for the foundation. The Carlsberg Foundation wants to be a dynamic and active principal shareholder in Carlsberg A/S, which is the main source of the foundation's income and thus its greatest asset. At the same time, the charter directs the board of the Carlsberg Foundation to exercise its influence on Carlsberg A/S such that the "Golden Words" of the foundation's founder, J.C. Jacobsen, are upheld as far as possible: "In working the breweries it shall be the constant purpose, regardless of immediate profit, to develop the art of making beer to the highest possible degree of perfection in order that these breweries and their products may ever stand as ideal models and so, by their examples, assist in keeping the brewing of beer in the country on a high and honourable level." (Carlsberg Foundation charter, § 7.1.6)