Carlsberg Group
Annual Report 2023

Plain-text annual report

C A R L S B E R G G R O U P A N N U A L R E P O R T 2 0 2 3 MANAGEMENT REVIEW FINANCIAL STATEMENTS TO OUR SHAREHOLDERS Letter from the Chair & the CEO ......... 3 Meet our CEO and our CFO ................... 5 CONSOLIDATED FINANCIAL STATEMENTS Statements ...........................................59 Notes ......................................................63 CARLSBERG GROUP ANNUAL REPORT 2023 TO OUR SHAREHOLDERS 2 2023 AT A GLANCE Highlights of the year ............................... 7 Our performance ........................................ 9 Capital allocation .................................... 10 Our regions ................................................ 11 Our brand portfolio ................................. 14 5-year summary ..................................... 16 CREATING VALUE Our purpose ............................................... 17 Our business model ................................ 18 Our strategy .............................................. 19 Our ESG programme ............................. 24 Addressing climate risks ....................... 28 2023 REVIEW AND 2024 EXPECTATIONS Group ........................................................... 30 Western Europe ....................................... 34 Asia ............................................................... 36 Central & Eastern Europe .................... 38 Russia ........................................................... 40 2024 earnings expectations ................ 41 GOVERNANCE Corporate governance ........................... 42 Risk management ................................... 48 Supervisory Board................................... 51 Executive Committee ............................. 54 Share information ................................... 56 Forward-looking statements and ESEF ............................................................. 57 PARENT COMPANY FINANCIAL STATEMENTS Statements ........................................ 133 Notes ................................................... 136 REPORTS Management statement ................ 143 Auditor’s reports .............................. 144 ANNUAL REPORT Our Annual Report is our detailed annual disclosure relating to company performance, strategy, corporate governance and financial results. ENVIRONMENTAL, SOCIAL & GOVERNANCE REPORT Our Environmental, Social & Governance (ESG) Report provides detailed information and data on sustainability and our responsible business behaviour. OUR ANNUAL REPORTING SUITE Our annual reporting suite comprises our Annual Report, our Environmental, Social & Governance (ESG) Report, our Human Rights Report and our Remuneration Report. Each includes content tailored to its specific audience, and cross- references to the other reports where relevant. The reports are available online at www.carlsberggroup.com/investor- relations/investor-home/reports-downloads/ REMUNERATION REPORT Our Remuneration Report includes full disclosure of Supervisory Board and Executive Management remuneration. HUMAN RIGHTS REPORT Our Human Rights Report provides detailed information on our due diligence approach and our actions to uphold human rights throughout our value chain. To our shareholders To our shareholders LETTER FROM THE CHAIR & THE CEO EMBARKING ON OUR GROWTH JOURNEY CARLSBERG GROUP ANNUAL REPORT 2023 TO OUR SHAREHOLDERS 3 We delivered solid results in a year impacted by a challenging trading environment across our regions. Organic revenue growth was 9.2%, driven by a strong 10% revenue/hl improvement. Operating profit grew organically by 5.2% despite our cost base being subject to continued inflation throughout the year and increased commercial investments. The reported operating profit of DKK 11.1bn was impacted by the strengthening of the DKK against a number of key currencies, resulting in reported development of -3.2%. Free operating cash flow was DKK 7.5bn and ROIC was 14.5%. Despite the weakening consumer sentiment in Europe and Asia during the year, and bad weather in many markets during the important summer months, we were able to upgrade our earnings expectations twice – in May and August. Thanks to the strong financial health of the Group, we were also able to step up our commercial investments in the latter part of the year in support of our long-term growth opportunities. The Group’s financial results are presented in full on pages 30-33. SHAREHOLDER RETURNS Our capital allocation principles are unchanged (see page 10). We will remain disciplined in our allocation decisions to ensure the right balance between continued short-term delivery and building the right long- term profitable growth profile of the business. Our leverage of 1.47x was well under our target of below 2x, and as a result of the solid business performance and financial position the Group continued its share buy- back programme. During the year, we bought back shares amounting to DKK 3.2bn. In addition, in March we paid a total dividend of DKK 3.7bn, equivalent to 48% of adjusted net profit from continuing operations in 2022. At the Annual General Meeting in March 2024, the Supervisory Board will recommend a dividend of DKK 27.0 per share for 2023. The dividend per share is unchanged compared with 2022 and equals a payout ratio of 49% of adjusted net profit for continuing operations. UKRAINE AND RUSSIA The war in Ukraine continued to impact our business. The health and safety of our Ukrainian colleagues remain our first priority. We are deeply saddened by the continued hardship and challenges endured by CARLSBERG GROUP ANNUAL REPORT 2023 TO OUR SHAREHOLDERS 4 We greatly appreciate the continued support and trust shown to us by our shareholders. We also extend our thanks to all suppliers and customers for their cooperation during 2023, and express our gratitude to our consumers around the world. HENRIK POULSEN Chair JACOB AARUP-ANDERSEN Group CEO our people and the population in Ukraine. Because of the war, we announced the sale of Baltika Breweries – our Russian business – in June. Shortly afterwards, a presidential decree temporarily transferred the management of the business to a Russian federal agency. This step by the Russian authorities had several implications, including the full impairment of the Russian business in the Carlsberg Group’s accounts. Read more on page 40. CHANGING OF THE GUARDS 2023 saw a changing of the guards. After eight years at the helm of the Carlsberg Group, Cees ’t Hart retired at the end of August. Cees leaves behind an impressive legacy, having delivered outstanding results during his tenure. We want to thank Cees for his significant contribution to Carlsberg, and to wish him all the best for the next chapter of his life. Jacob Aarup-Andersen joined Carlsberg as new CEO in September, and Ulrica Fearn joined the Group as new CFO in January 2023. The Supervisory Board is convinced that we have the right team on board for the next stage of Carlsberg’s value- creating growth journey. ACCELERATE SAIL Our strategy, SAIL’27, was developed by a broad group of leaders and colleagues from across the Group in late 2021 and early 2022 – before the war in Ukraine and subsequently high inflation. Because of these significant events, in addition to COVID-19, our focus in the past few years has been on managing these shorter-term challenges. With the impact from these major disruptions decreasing, it is now time to sharpen the longer-term focus on, and ensure sufficient investments in, our future growth. Consequently, the Executive Committee and extended leadership team conducted a review of the SAIL’27 priorities in late 2023 and early 2024, leading to the refreshed Accelerate SAIL strategy. We have increased our ambition for top-line growth to 4-6% (previously 3-5%) to be achieved by accelerating support for the most important strategic growth levers, including our premium beer brands, Beyond Beer products and specific geographies. We will also further strengthen our capabilities, including digital, to build an even more efficient, competitive and scalable company. Read more about Accelerate SAIL on pages 19-20. CONTINUED COMMITMENT TO DOING BETTER Our ESG programme, Together Towards ZERO and Beyond (TTZAB), is an integral part of Accelerate SAIL. TTZAB focuses on 11 areas, which were identified through an assessment of the most material environmental, social and governance (ESG) topics for our business. This year, we reconfirmed the relevance of these topics through our first double materiality assessment. As part of TTZAB, we have ambitious targets and commitments. These enable us to tackle global social and environmental challenges while supporting our licence to operate and our ability to brew better beers now and in the future. We recognise that the hardest work is ahead of us, and we will need to challenge ourselves to be able to succeed in our TTZAB ambitions. In September, we published the results of the 2022 assessment of our full value chain emissions, confirming that we have achieved a 16% reduction in the relative value chain emissions per hectolitre of beer produced compared with 2015. Read more about our ESG programme and how we will achieve our targets on pages 24-27, and in detail in the ESG Report. OUR PEOPLE We are a purpose- and value-driven organisation where respect, responsibility, integrity and caring about each other lead the way, and where we win as a team. We believe that the foundation for sustained success rests upon fostering a high organisational heartbeat and a strong organisational culture that integrates diversity, equity & inclusion (DE&I). We are committed to nurturing our inclusive culture, to treating our people with fairness, honesty and kindness, and to making Carlsberg a workplace where everyone belongs and can be at their best. In 2023 – one year ahead of schedule – we reached our target of 30% women in senior leadership roles. We will continue to drive the DE&I agenda and encourage you to read more about it in our ESG Report. THANK YOU This past year, we were again impressed by the high level of engagement and commitment from the Group’s employees, and we would like to say thank you to each and every one of them. In particular, we want to acknowledge our long- suffering colleagues in Ukraine. CARLSBERG GROUP ANNUAL REPORT 2023 TO OUR SHAREHOLDERS 5 MEET OUR CEO AND OUR CFO A TALK WITH OUR CEO AND OUR CFO Our new CEO and CFO share their first impressions of Carlsberg and their ideas for the future. Please share your initial views of Carlsberg after joining the Group. Jacob: “First of all, my excitement about this great company has only grown since I started on 1 September. Carlsberg has a unique heritage and purpose, and an amazing legacy from its founders. Combining that with our great brands, our geographical footprint, our highly talented people and our strong culture means we have excellent opportunities to continue to create value in the coming years.” Ulrica: “I already knew I was joining a great company when I started in January 2023. I can say that Carlsberg’s purpose is not just words on paper, but really a living part of everyday life. It’s a company with high ethical values and high standards in how we do business.” What has impressed you the most? Jacob: “Being highly familiar with Carlsberg from the outside, it’s been the strong culture and passionate colleagues across the Group, who are committed to excellence and proud of the company, the brands and the broader value we create in our communities. I’m also impressed with how the Funding the Journey mentality is embedded across the Group.” Ulrica: “I’m really impressed with the outcome and performance orientation that we have in the Group, and this is something that we’ll continue and further develop.” What do you enjoy the most? Jacob: “I enjoy being part of the team who will unlock the many opportunities in this business and deliver appealing growth rates for many years to come.” Ulrica: “That’s an easy one. I truly enjoy working with all my talented, passionate and dedicated colleagues across the Group. And then I’m excited to be back in the branded beverage category.” What can Carlsberg do better? Jacob: “It’s fair to say that the past few years have been extraordinary and challenging, calling for a short- term focus. Fortunately, we can now take on a more longer-term focus to realise the growth potential of our categories, brands and geographies, while continuing the short-term delivery.” Ulrica: “We have a very strong foundation. But it’s inherent in the nature of business that there are always things that can be done better and areas to improve. One area is our ways of working and processes, which can be streamlined and made less complicated, freeing up time and resources for value- adding activities. We can also do better on data and analytics, and leverage this commercially and in the back-end.” CARLSBERG GROUP ANNUAL REPORT 2023 TO OUR SHAREHOLDERS 6 WELCOMING JACOB TO THE CARLSBERG GROUP After joining Carlsberg, Jacob Aarup-Andersen began an intense and fast-paced onboarding, deep- diving into all major areas of the business, travelling to many markets, visiting breweries, and spending time with customers and consumers in the off-trade and on-trade, and with key people across the organisation. EMBRACING OUR PURPOSE AND STRATEGY… Being highly familiar with Carlsberg’s unique history and purpose, Jacob obtained a thorough understanding of SAIL’27 by engaging with managers and colleagues across markets and functions. … MEETING OUR REGIONS… Jacob met with staff in regions and markets, getting insights into the fundamentals of the regions and markets in terms of market dynamics and outlook, competitive landscape, segments and brands, financials, and risks and opportunities. … UNDERSTANDING KEY FUNCTIONS… Our people are key to Carlsberg’s success, and an introduction to Carlsberg’s HR agenda was an important topic in addition to getting acquainted with the commercial organisation, IT, the supply chain and the Carlsberg Research Laboratory, where ground-breaking research has taken place since its foundation in 1875. … ENDORSING TOGETHER TOWARDS ZERO & BEYOND… Being an important priority in SAIL’27, Jacob fully endorses our ESG programme, Together Towards ZERO and Beyond, including the ambitious targets for our focus areas (read more on pages 24-25 and in the ESG Report). … AND FAMILIARISING HIMSELF WITH THE ART OF BREWING We take great pride in brewing high- quality beers, and obviously an important element of Jacob’s onboarding was a thorough introduction to the art of brewing. HIGHLIGHTS OF THE YEAR KEY EVENTS DURING 2023 CARLSBERG GROUP ANNUAL REPORT 2023 2023 AT A GLANCE 7 JANUARY MARCH JUNE ULRICA FEARN JOINS CARLSBERG On 1 January, Ulrica Fearn joined Carlsberg as Chief Financial Officer and member of the Executive Board. Find out more about Ulrica on pages 5 and 54. ACQUISITION OF WATERLOO BREWING The Group acquired Waterloo Brewing in Canada, strengthening our local business, reducing logistics costs and improving our growth prospects in the market. SIGNING THE UN WOMEN’S EMPOWERMENT PRINCIPLES The Carlsberg Group signed the guiding principles on women’s empowerment and gender equity, further cementing the company’s diversity, equity & inclusion (DE&I) commitment. Read more about our DE&I work and targets in the ESG Report. KRONENBOURG 1664 IN THE UK We terminated the licensee agreement in the UK for the Kronenbourg 1664 brand. Bringing this iconic beer brand home to Carlsberg Marston’s Brewing Company is a great complement to our local portfolio and will support our Accelerate SAIL ambition of strengthening and growing our premium portfolio. REFRESHED VISUAL IDENTITY We unveiled a refreshed brand identity for the 1664 portfolio, elevating the brand image and building on its global success. Still undeniably French, the refreshed brand identity is designed to feel modern, be easily recognisable and continue to build premium perceptions. Read more on page 21. BROOKLYN PILSNER AND GLASTONBURY FESTIVAL Brooklyn Pilsner was the official beer of the Glastonbury Festival, the largest greenfield music and performing arts event in the world. Bars across the expansive site served the ultimate summer refreshment thanks to the beer’s crisp, bright and refreshing taste. Read more about Brooklyn on page 21. MARCH JUNE JUNE CARLSBERG GROUP ANNUAL REPORT 2023 2023 AT A GLANCE 8 JUNE JUNE JUNE/JULY AUGUST INVESTING IN UKRAINE In 2023, Carlsberg invested around EUR 40m in Ukraine, including in a new production line at the Kiev brewery, increasing can capacity by 80%. The investment is testament to Carlsberg’s ongoing commitment to the business in Ukraine. Read about the results in Ukraine on page 38. THE RUSSIAN BUSINESS On 23 June, Carlsberg announced that it had signed an agreement to sell the Russian business. On 16 July, the Russian government issued a presidential decree, temporarily transferring the management of our Russian business to the Russian Federal Agency for State Property Management. Read more on page 40. FAREWELL TO CEES ’T HART We said farewell to Cees ’t Hart, our CEO since June 2015. We pay tribute to his remarkable achievements at Carlsberg and the invaluable steps he took to drive Carlsberg’s progress. Total annual cash returns to shareholders in 2022 were 4.6 times higher than in 2015. WELCOMING JACOB AARUP-ANDERSEN On 1 September, we welcomed Jacob Aarup-Andersen as the new CEO of the Carlsberg Group. Jacob has a strong strategic mindset and global operational experience, and is an engaging and purpose-led leader. Meet Jacob on pages 5-6 and 54. CO2 REDUCTIONS AHEAD OF TARGET We announced the result of the updated assessment of our full value chain carbon emissions, showing better-than-targeted performance. Our actual delivery was a 16% reduction, ahead of the target of 15% reduction versus 2015. Read more on page 26. HOME OF CARLSBERG We opened the doors to Home of Carlsberg, our new visitor centre. The 3,000 m² exhibition is located right where it all began, and includes a restaurant and bar, our brewery horses, architectural buildings, beer tastings, old cellars and – probably – the world’s largest bottle collection. SEPTEMBER SEPTEMBER DECEMBER OUR PERFORMANCE A SOLID SET OF RESULTS CARLSBERG GROUP ANNUAL REPORT 2023 2023 AT A GLANCE 9 FINANCIAL DELIVERY NON-FINANCIAL DELIVERY REVENUE +9.2% ORGANIC GROWTH OPERATING PROFIT +5.2% ORGANIC GROWTH PREMIUM BEER +1% VOLUME GROWTH 2 0 2 3 ¹ 2 0 2 2 ¹ DKK 73.6bn DKK 70.3bn 2 0 2 3 ¹ 2 0 2 2 ¹ DKK 11.1bn DKK 11.5bn 2 0 2 3 2 0 2 2 2 Share of total volume. ADJUSTED EPS, CONTINUING OPERATIONS RETURN ON INVESTED CAPITAL (ROIC) ZERO CARBON FOOTPRINT 2 0 2 3 2 0 2 2 DKK 54.6 DKK 55.7 2 0 2 3 2 0 2 2 14.5% 15.2% 38.3% 41.6% 2 0 2 3 2 0 2 2 ROIC excl. goodwill ROIC NET INTEREST-BEARING DEBT/EBITDA CASH RETURNS TO SHAREHOLDERS ZERO WATER WASTE 2 0 2 3 2 0 2 2 1 Reported figures. 1.47x 1.23x 2 0 2 3 2 0 2 2 DKK 3.7bn DKK 3.2bn DKK 3.4bn DKK 4.4bn 2 0 2 3 2 0 2 2 Dividends Share buy-back 20%² 19%² 2.8 kg CO e/hl ² 3.0 kg CO e/hl ² 2.5 hl/hl 2.5 hl/hl Read more about our financial results on pages 30-39 and in the ESG Report. CAPITAL ALLOCATION PRINCIPLES MAINTAINED CARLSBERG GROUP ANNUAL REPORT 2023 2023 AT A GLANCE 10 We delivered well against our capital allocation principles. We maintain our commitment to these principles and will ensure the right balance of investing in compounding, profitable, long-term growth and delivering continued cash returns to our shareholders. 1 2 3 4 5 INVESTING IN OUR BUSINESS TO DRIVE LONG-TERM SUSTAINABLE GROWTH TARGETING NIBD/EBITDA OF BELOW 2.0X. TARGETING AN ADJUSTED PAYOUT RATIO OF AROUND 50% DISTRIBUTING EXCESS CASH TO SHAREHOLDERS THROUGH SHARE BUY-BACKS VALUE- ENHANCING M&A +10% We continued to invest in our business in support of our SAIL’27 priorities. In Q4, we accelerated our commercial investments in support of our growth categories, including premium beer, Beyond Beer and growth in Asia. For the year, marketing investments grew organically by 10%. We will continue to ensure sufficient support of and investments in our brands, markets and capabilities to drive sustainable, compounding growth. 1.47x The net interest-bearing debt to EBITDA ratio remained conservative at 1.47x. This was well below our target of below 2.0x 49% 3.2bn 2023 At the Annual General Meeting on 11 March 2024, the Supervisory Board will propose a dividend per share of DKK 27, or a total of DKK 3.6bn. This equals a payout ratio of 49% of adjusted net profit for continuing operations. We completed the acquisition of Waterloo Brewing Ltd. in Canada. In the UK, Carlsberg Marston’s Brewing Company took over the Kronenbourg 1664 brand, terminating a licensee agreement. In 2023, we bought back 3,338,514 shares at an average price of DKK 958, equal to a total purchase price of DKK 3.2bn. At the Annual General Meeting on 11 March 2024, the Supervisory Board will recommend that 3.1m treasury shares not used for hedging of incentive programmes be cancelled, equalling a decrease of 2.3% in the total number of shares. OUR REGIONS WESTERN EUROPE CARLSBERG GROUP ANNUAL REPORT 2023 2023 AT A GLANCE 11 While volumes in Western Europe were impacted by bad weather in many markets during the peak season and soft consumer sentiment, revenue/hl growth was strong, supporting organic revenue and operating profit growth. VOLUME BY MARKET REGIONAL RESULTS France, Switzerland Nordics VOLUME1 REVENUE1 OPERATING PROFIT1 20% 40% -2.3% +8.9% +3.3% 2 0 2 3 ² 2 0 2 2 ² 43.4m hl 44.4m hl 2 0 2 3 ² 2 0 2 2 ² DKK 37.3bn DKK 34.9bn 2 0 2 3 ² 2 0 2 2 ² 1 Organic growth. 2 Reported figures. DKK 5.0bn DKK 5.0bn UK, Poland, Germany 40% SHARE OF REGIONS 35% 50% 40% VOLUME REVENUE OPERATING PROFIT ASIA The Asia region delivered another set of solid results despite an increasingly challenging macroeconomic environment. Volume growth was supported by good progress in markets such as China, Vietnam and India. We increased our commercial investments to drive long-term growth. CARLSBERG GROUP ANNUAL REPORT 2023 2023 AT A GLANCE 12 VOLUME BY MARKET REGIONAL RESULTS Malaysia, Singapore India, Vietnam 17% 3% China, Hong Kong SAR VOLUME1 REVENUE1 OPERATING PROFIT1 +3.7% +8.4% +7.9% Cambodia, Laos 20% 60% 2 0 2 3 ² 2 0 2 2 ² 50.0m hl 48.3m hl 2 0 2 3 ² 2 0 2 2 ² DKK 23.3bn DKK 23.7bn 2 0 2 3 ² 2 0 2 2 ² 1 Organic growth. 2 Reported figures. DKK 5.2bn DKK 5.4bn SHARE OF REGIONS 40% 32% 42% VOLUME REVENUE OPERATING PROFIT CENTRAL & EASTERN EUROPE Results in Central & Eastern Europe were impacted by weak consumer sentiment in many markets and adverse weather during the peak season. Revenue/hl grew strongly thanks to price increases and a positive mix from premium and alcohol-free brews. CARLSBERG GROUP ANNUAL REPORT 2023 2023 AT A GLANCE 13 VOLUME BY MARKET REGIONAL RESULTS1 Baltics Export & License, Canada VOLUME2 REVENUE2 OPERATING PROFIT2 7% Balkan markets, Italy, Greece 24% 38% Kazakhstan, Belarus, Azerbaijan 15% 16% Ukraine -4.0% +11.9% +4.1% 2 0 2 3 ³ 2 0 2 2 ³ 31.7m hl 32.7m hl 2 0 2 3 ³ 2 0 2 2 ³ DKK 13.0bn DKK 11.7bn 2 0 2 3 ³ 2 0 2 2 ³ DKK 2.2bn DKK 2.3bn 1 Continuing operations. 2 Organic growth. 3 Reported figures. SHARE OF REGIONS 25% 18% 18% VOLUME REVENUE OPERATING PROFIT CARLSBERG GROUP ANNUAL REPORT 2023 2023 AT A GLANCE 14 OUR BRAND PORTFOLIO OUR BEER PORTFOLIO PREMIUM BEER SHARE OF TOTAL VOLUMES VOLUME GROWTH 20% +1% MAINSTREAM CORE BEER SHARE OF TOTAL VOLUMES 58% 3% volume growth 3% volume growth 0% volume growth 34% volume growth CARLSBERG GROUP ANNUAL REPORT 2023 2023 AT A GLANCE 15 APPEALING BRANDS IN AFB AND BEYOND BEER ALCOHOL-FREE BREWS (AFB) SHARE OF TOTAL VOLUMES VOLUME GROWTH 3% +3% BEYOND BEER SOFT DRINKS 6% volume decline 5-YEAR SUMMARY KEY FIGURES Key figures and financial ratios in 2022-2023 are presented for continuing activities unless otherwise stated. 2021 figures have been restated accordingly. 2023 2022 2021 2020¹ 2019¹ 101.0 24.1 101.0 24.4 98.8 20.4 110.1 20.0 113.0 21.9 58,541 28,361 14,085 9,699 -247 -411 9,041 -2,233 6,808 - 65,902 32,638 15,007 10,465 501 -738 10,228 -2,751 7,477 - 6,808 7,477 73,585 32,832 15,179 11,105 -431 -844 9,830 70,265 32,067 15,657 11,470 -784 -725 9,961 -1,859 -1,778 7,971 8,183 -47,748 -8,075 -39,777 108 1,011 1,171 -40,788 -1,063 6,960 7,012 60,097 28,569 14,367 10,129 703 -385 10,447 -2,154 8,293 -284 8,009 1,163 6,846 8,293 Investments Acquisition of property, plant and equipment and intangible assets Acquisition of property, plant and equipment, including right-of-use assets Acquisition and disposal of subsidiaries, net Financial ratios Gross margin EBITDA margin Operating margin Effective tax rate Return on invested capital (ROIC) ROIC excl. goodwill NIBD/EBITDA Stock market ratios Earnings per share (EPS) Earnings per share, continuing operations 778 6,030 6,808 908 6,569 7,477 EPS-A, continuing operations² Free cash flow per share (FCFPS) Dividend per share (proposed) 7,425 7,785 6,462 6,363 6,160 Payout ratio Payout ratio, adjusted4 Share price (B shares) Market capitalisation [Text] Volumes (million hl) Beer Other beverages DKK million Income statement Revenue Gross profit EBITDA Operating profit before special items Special items, net Financial items, net Profit before tax Income tax Profit for the period, continuing operations Loss from discontinued operations Profit for the period Attributable to Non-controlling interests Shareholders in Carlsberg A/S (net profit) Shareholders in Carlsberg (net profit), continuing operations Shareholders in Carlsberg A/S (net profit), continuing operations, adjusted² Statement of financial position Total assets Invested capital Invested capital excl. goodwill Net interest-bearing debt (NIBD)³ Equity, shareholders in Carlsberg A/S Statement of cash flows Cash flow from operating activities Cash flow from investing activities Free cash flow CARLSBERG GROUP ANNUAL REPORT 2023 2023 AT A GLANCE 16 2023 2022 2021 2020¹ 2019¹ -4,243 -4,018 -3,907 -4,396 -4,596 -4,987 -4,616 -4,319 -3,823 -5,011 -822 - -621 -2,409 - % % % % % % x DKK DKK DKK DKK DKK % % 44.6 20.6 15.1 18.9 14.5 38.3 1.47 -299.7 51.1 54.6 35.8 27.0 n.m. 49 45.6 22.3 16.3 17.9 15.2 41.6 1.23 -7.6 50.1 55.7 70.5 27.0 n.m. 48 47.5 23.9 16.9 20.6 12.5 33.6 1.37 47.6 49.6 44.9 61.5 24.0 51 49 48.4 24.1 16.6 24.7 8.9 23.2 1.51 41.3 41.3 43.6 34.5 22.0 55 50 49.5 22.8 15.9 26.9 8.8 22.4 1.25 43.7 43.7 41.0 65.9 21.0 49 50 DKK 846.8 923.2 1,129.5 975.2 993.8 DKKm 122,775 133,594 163,149 142,676 145,805 111,831 115,341 126,383 118,816 123,063 Number of issued shares at year-end 1,000 137,357 141,857 145,257 148,157 152,557 61,089 22,774 22,351 23,234 60,211 21,758 19,326 31,902 63,635 23,743 19,162 45,497 81,541 31,049 21,263 39,308 11,607 -6,729 4,878 12,949 -3,065 9,884 12,278 -4,067 8,211 10,928 -5,871 5,057 86,162 33,032 18,776 43,449 12,239 -2,277 9,962 Number of shares at year-end, excl. treasury shares Weighted average number of shares, excl. treasury shares 1,000 1,000 134,114 137,341 141,892 145,102 147,996 136,089 139,835 143,848 146,104 150,411 ¹ Comparative figures for 2019-2020 include result from the discontinued operation in Russia. 2 Adjusted for special items after tax. 3 Comparative figures for 2021 have not been restated. 4 Proposed dividend on number of shares at year-end as a percentage of net profit adjusted for special items after tax, and in 2022-2023 also adjusted for loss from discontinued operation in Russia. Please refer to section 9.2 General accounting policies in the consolidated financial statements for a definition and calculation of key figures and ratios. Creating value OUR PURPOSE BREWING FOR A BETTER TODAY AND TOMORROW We pursue perfection every day. We strive to brew better beers. Beers that stand at the heart of moments that bring people together. We do not settle for immediate gain when we can create a better tomorrow for all of us. Our purpose stated above is rooted in our heritage and in the mentality of our founders, who left a rich legacy that still greatly influences how we run our business today. Their pioneering spirit, passion for brewing and proactive contribution to society are what make us who we are. We are proud of our purpose of “Brewing for a better today and tomorrow”. Current and prospective employees look for companies with a clear purpose, a keen sense of social responsibility, and work that has meaning and gives them a sense of belonging. We live our purpose every day by focusing on our brands and the art of brewing, exciting our consumers with quality brews that strengthen our identity and pride as brewers, and by continuously aiming to do better. We will continue to live our purpose, as it is key for the successful execution of our strategy and for achieving our ambition of being successful, professional and attractive in our markets: Successful in ensuring the financial health of our company by outperforming our competitors through improved market share, revenue, margins and compounding earnings growth. Professional in ensuring the strategic health of our company by delivering the highest standards in everything we do, including brands, brews and service. Attractive in ensuring the organisational and societal health of our company by being purpose- led and performance-driven for shareholders, employees and society. BEERS THAT STAND AT THE HEART OF MOMENTS THAT BRING PEOPLE TOGETHER WE PURSUE PERFECTION EVERY DAY CARLSBERG GROUP ANNUAL REPORT 2023 CREATING VALUE 17 WE DO NOT SETTLE FOR IMMEDIATE GAIN, WHEN WE CAN CREATE A BETTER TOMORROW FOR ALL OF US WE STRIVE TO BREW BETTER BEERS OUR BUSINESS MODEL OUR BUSINESS MODEL ROOTED IN OUR PURPOSE CARLSBERG GROUP ANNUAL REPORT 2023 CREATING VALUE 18 WE FOCUS ON THE MARKETS WHERE WE HAVE A NO. 1 OR 2 POSITION... … WHERE WE DELIVER AN ATTRACTIVE BEER PORTFOLIO FOR ALL CONSUMER OCCASIONS... … AND STRIVE TO EXCEL IN OUR SERVICE TO ON- AND OFF-TRADE CUSTOMERS... ... BY OPTIMISING OUR SUPPLY CHAIN AND IMPROVING PROCESSES AND SYSTEMS. Core beer is a volume business, and strong market positions are key drivers of profitability. We have particular focus on the 21 markets in Western Europe, Asia and Central & Eastern Europe where we are no. 1 or 2. The strength of our beer portfolio lies in the strong local roots of our local power brands, combined with our local and international premium brands, alcohol-free brews and brands Beyond Beer. Our customers range from on-trade to off- trade, from online to offline, and from small to large. We aim to become their preferred beer supplier, offering products and services that deliver value growth for them and us. We optimise systems and processes to deliver the right data at the right time in support of our growth agenda, and optimise asset utilisation while brewing high-quality beer. BREWING FOR A BETTER TODAY AND TOMORROW In all our markets, we aim to lead in sustainability because it is central to our purpose and because we genuinely believe it is the right thing to do – delivering tangible benefits for our business and for society as a whole. BREWING FOR A BETTER TODAY AND TOMORROW Our brands offer us powerful opportunities for communicating with consumers. We use these opportunities to encourage moderate, responsible consumption of our products. We also increase the availability of low- and alcohol-free brews. BREWING FOR A BETTER TODAY AND TOMORROW We develop digital solutions and services to help our customers grow their business. We engage in developing sustainable packaging solutions and launching initiatives to increase collection and recycling rates. BREWING FOR A BETTER TODAY AND TOMORROW Recognising the need for strong actions in the face of complex sustainability challenges, Together Towards ZERO and Beyond sets ambitious targets for carbon, water, agricultural raw materials, packaging, and health & safety. OUR STRATEGY ACCELERATE SAIL CARLSBERG GROUP ANNUAL REPORT 2023 CREATING VALUE 19 Launched in early February 2022, SAIL’27 remains our strategic frame, but with Accelerate SAIL we will sharpen our focus on long- term compounding growth. The Group’s strategy, SAIL’27, was developed by a broad group of leaders and employees in late 2021 and early 2022 – before the war in Ukraine and subsequent high inflation. These significant events, in addition to COVID-19, meant that the focus in the past few years has been on successfully navigating through these shorter-term challenges. With the impact from these major disruptions decreasing, it is now time to sharpen the longer-term focus on, and ensure sufficient investments in, our future growth. Consequently, the Executive Committee and extended leadership team conducted a review of the SAIL’27 priorities in late 2023 and early 2024, leading to the refreshed Accelerate SAIL strategy. SAIL’27 set the strategic frame for Carlsberg. Accelerate SAIL builds on this foundation, setting higher growth ambitions by increasing investments in and support for selected growth drivers within portfolio, geographies and capabilities, improving supply CREATING VALUE FOR ALL OUR STAKEHOLDERS SHAREHOLDERS • Organic revenue growth of 4-6% CAGR. • Organic operating profit growth above revenue growth. • Continued ROIC focus. • Disciplined capital allocation. • Ambitious sustainability targets. EMPLOYEES • A purpose-led and growth-driven company with strong development opportunities and engagement. • An attractive, diverse and inclusive workplace. • Strong brands, quality products and ambitious sustainability efforts to be proud of. SOCIETY • Championing sustainability in our journey Together Towards ZERO and Beyond. • Enabling the Carlsberg Foundation to grant funding to science, art and culture. • Partnering with communities and contributing to prosperity in the markets in which we operate. CARLSBERG GROUP ANNUAL REPORT 2023 CREATING VALUE 20 chain efficiency, developing a growth culture and continuing the well- embedded cost focus. The key elements of Accelerate SAIL are explained in the following. STEP UP PREMIUM GROWTH The premium category remains attractive across our markets, where we see appealing growth and margin opportunities. Premium accounts for 20% of the Group’s total volumes and is a key revenue growth driver. In recent years, our strong portfolio of international and local premium brands has outperformed our mainstream portfolio despite the significant external headwinds. By increasing investments in marketing and brand building and further developing our execution capabilities, we believe that we can accelerate growth of our premium portfolio and significantly increase the premium exposure. ACCELERATE BEYOND BEER Our opportunities in Beyond Beer will initially be captured through the Somersby and Garage brands, which are well established in many markets. The category currently accounts for 2% of our total volumes. We aim to grow the Beyond Beer category in our business through increased investments in brand building, innovation, footprint expansion and execution. We will also explore opportunities to expand our Beyond Beer portfolio through partnerships and local brand extensions, leveraging our strong route-to-market. ACCELERATE GROWTH IN ASIA Asia has been and remains a key volume and value growth driver for the Group. As part of Accelerate SAIL, we remain committed to growing in China, which is our largest market. We still see attractive volume and value growth opportunities in this market in the coming years for our strong premium portfolio of local and international beer and Beyond Beer brands, both in our strongholds in the western part of the country and in the big cities. We will strengthen our presence and market share in existing big cities by developing and advancing our route- to-market, while continuing to seed for the future in recently entered and new cities. In Vietnam, we will continue the execution of our multi-year transformation strategy with its clear ambition to accelerate momentum by increasing investments and achieve growth through focus on key brands, regions and capabilities. In India, we will investigate an acceleration plan when possible. DRIVE PROFITABLE GROWTH IN STRONGHOLDS We will maintain our focus on driving profitable growth in our stronghold markets, such as the Nordics, Switzerland, France and Laos by leveraging our strong portfolios, our scale and leading route-to-market set-up. DRIVE DIGITAL TRANSFORMATION We have identified the key capabilities and enablers for the delivery of our Accelerate SAIL ambitions. These require improved tools, processes and digitisation in areas such as value management, sales execution and B2B e- commerce (eB2B) to drive revenue growth, and in the areas of supply chain management end to end and transactional processes to drive productivity. We will ensure the right investments behind these capabilities and enablers. FUNDING OUR JOURNEY Over the coming years, we intend to restore gross margins to pre-COVID levels to enable the step-up in investment levels required to capture the growth opportunities. The opportunities lie in supply chain areas such as procurement, value engineering and standardisation of raw and packaging materials across markets. The Group already has a very strong and well-embedded cost focus across the business, centred in particular around SG&A costs and enabled by the operating cost management (OCM) framework, which will be maintained. BUILD A GROWTH CULTURE Carlsberg has a strong performance- and cost-focused culture. Building on this strong foundation, we will develop our corporate culture to become more growth-oriented and reward calculated risk-taking. We will do that by developing our Leadership Charter to show how our values translate into behaviours, ways of working and leadership profiles, and design employee incentive programmes to support a growth culture. Our growth culture will also encompass a systematic approach to talent development across the Group and increase global mobility to ensure the right capabilities at the right time in the right place. TOGETHER TOWARDS ZERO AND BEYOND We remain committed to our ESG programme - Together Towards ZERO and Beyond - and our ambitious targets for carbon emissions, regenerative farming, packaging, water, irresponsible drinking, accidents and diversity. RAISING OUR AMBITIONS As a result of Accelerate SAIL, we are raising our long-term growth ambitions (with 2024 as baseline): • Organic revenue growth of 4-6% CAGR (previously 3-5%). • Organic operating profit growth ahead of revenue growth. The financial health of the business is strong and provides a good foundation for Accelerate SAIL. In the coming years, we will increase our commercial investments to support our growth ambitions. Consequently, we expect marketing/revenue to reach around 9%. We will increase sales expenses, but aim to keep SG&A/revenue flat through continued tight G&A cost control. The higher commercial investments will be financed by gradually restoring the gross margin to pre-COVID levels through supply chain productivity improvements. Our capital allocation priorities – in place since 2016 – remain unchanged (see page 10). SAIL’27 is presented in full in the 2022 Annual Report, available on www.carlsberggroup.com. In the following pages, we highlight examples of how SAIL’27 came alive during 2023. CARLSBERG GROUP ANNUAL REPORT 2023 CREATING VALUE 21 Step up in premium BROOKLYN BEER DELIGHTS FESTIVAL-GOERS Recognised globally as an iconic craft beer brand, Brooklyn is a craft beer for the many, bringing the welcoming spirit of Brooklyn to the world. Embracing this essence of diverse communities, common values and self-expression, Brooklyn Pilsner was the official beer of the Glastonbury Festival in the UK – the world’s largest greenfield music and performing arts event. As a festival that encourages and stimulates culture around the world, there were clear synergies with Brooklyn’s values. Bars located across the expansive site served Brooklyn Pilsner throughout the five-day event, delighting festival-goers with the ultimate summer refreshment. We also engaged with a wide range of other amazing music festivals across Europe, including Roskilde Festival, Copenhell and Queer Distortion in Denmark, Sideway Festival in Finland and 12 different festivals in Poland, all serving up our vibrant portfolio of beers. In 2023, we reached close to one million happy festival-goers, supporting the total Brooklyn volume growth of 34%. Strengthen mainstream core beer LEVERAGING OUR CORE BRANDS IN CHINA Around 60% of our beer volumes in China comprises local core beer brands, which are well established and enjoy strong market positions in their home regions. Brands include Dali, Xixia, Wusu and Chongqing. While the local brands have slightly different brand identities, they share many similarities, including an image of being trustworthy and modern. To reinforce the strength of the local power brands, in 2023 we successfully enhanced the local bonding and consolidated the brand equity of these brands, sharpening their position in the local regions. While acknowledging the strong mainstream position, we also strive for continued relevance by driving bold innovation and offering premium line extensions, such as extra malt, white beer and pure draft, applying a repeatable commercial model across brands. In 2023, our local mainstream core beer portfolio in China grew by 7%. Step up in premium 1664 – A LIFE- STYLE BRAND In 2023, we unveiled a refreshed identity for 1664 to elevate the brand image and build on its global success. While the iconic blue bottle is unchanged, the primary packaging now features a more contemporary iteration of the brand’s cockade, variant styling, and a bold yet elegant new bespoke typeface, all printed on premium matte label paper. Still undeniably French, the refreshed brand identity was designed to feel modern, be easily recognisable and continue to build premium perceptions. 1664 became our key international super-premium brand in 2016, and its continued success builds upon well-executed strategies for brand assets, portfolio offerings, distribution and execution. In 2023, 1664 grew by 3%, supported by strong growth in both existing and new markets, such as Norway, Finland, Switzerland, Serbia, Ukraine and Vietnam.  Strengthen mainstream core beer MYTHOS – THE BEER OF CHOICE Mythos, our local power brand in Greece, was initially introduced in Thessaloniki in 1997. It is a modern and dynamic brand that encourages consumers to live life to the fullest. Thanks to a series of updates, such as the launch of Mythos Radler in 2014, implementation of the pull-off cap in 2016 and the introduction of Mythos Ice in 2020, Mythos has cemented its place as one of the most popular beer brands in Greece. Despite the difficulties faced during the COVID-19 pandemic, we took the initiative to revamp Mythos in 2022, positioning it as the beer of choice for an inclusive society where entertainment and fun are considered fundamental rights. The 2023 campaign featured TV and online commercials accessible to hearing- and sight-impaired people, showcasing Mythos’ support of real people’s fight for an inclusive society. Strengthened market share and volume growth of 3% in 2023 are testimony to Mythos’ success. CARLSBERG GROUP ANNUAL REPORT 2023 CREATING VALUE 22 Step up in premium and Accelerate Beyond Beer TAKE A BREAK AND CHILL Wind Flower Snow Moon (WFSM) is one of our local premium brands in China. It comes from the beautiful Yunnan province and was first launched in 1996. The name, bottle and labelling elegantly encapsulate the spirit and nature of Yunnan, encouraging consumers to take a break to chill and enjoy life. Thanks to continual updates to drive a modern and young image, and activations in both the off- and on-trade and online, the brand has delivered strong growth despite the challenges of COVID, almost tripling volumes since 2016. In 2023, we expanded the reach of WFSM through the launch of the low-alcohol WFSM in the Beyond Beer space. The low-alcohol WFSM will play in the premium-plus segment and be a vehicle for further expansion outside the home region of Yunnan. At the same time as attracting new consumers, the low-alcohol WFSM leverages the young adult, chill and joyful positioning of the premium WFSM beer. In 2023, total WFSM volumes increased by more than 60%. CARLSBERG GROUP ANNUAL REPORT 2023 CREATING VALUE 23 Execution excellence TECH-ENABLED SALES EXECUTION Faced with an increasingly competitive environment, the need to digitise, analyse and optimise sales in stores has never been greater. Image recognition powered by artificial intelligence (AI) enables us to turn images into insights to unlock the potential of every shelf across all outlet channels and fuel our data-driven approach in sales execution. More specifically, AI- powered image recognition allows our sales teams to identify in-store performance gaps and delivers real- time actionable insights to increase revenue opportunities at all points of sale; provides instant visibility in channels, brands, products and competitors to improve compliance and drive sales; reduces audit time; and enables cost efficiencies. Additionally, implementing image recognition supports our culture of continuous improvement and innovation. During the year, we began the roll-out of AI-powered image recognition across Western Europe and Asia. Manage supply chain end to end TRANSFORMING SUPPLY CHAIN CAPABILITIES We are transforming our end-to-end supply chain planning capability to enhance our agility and improve our supply chain resilience. In 2023, we went live in the first market with OnePlan, which is a programme that will transform our supply chain planning capabilities and be a key growth enabler. OnePlan is a new-generation planning tool, bringing together all aspects of supply chain planning, including demand, supply, inventory, production and materials planning. It enables a fully connected sales and operations planning (S&OP) process and near-real-time “what if” scenario planning, as well as faster identification of capacity constraints and faster response time to changes in demand. The significant benefits of OnePlan will not only be seen in the supply chain, but will also be tangible in the commercial area by improving demand visibility across customers and products, and in finance by increasing the speed of data availability and analysis. Accelerate growth in Asia STRENGHTENING OUR BUSINESS IN VIETNAM Vietnam is one of the largest beer markets in the world with a very strong beer culture among consumers – more than 90% of alcohol consumed is beer. We have been present in this core Asian market since 1993, and now hold a strong position in the central part of the country with the Huda brand. The market posted a good post-COVID recovery in 2022 but came under significant pressure in 2023 because of the country’s economic downturn. Despite this, we still believe Vietnam holds exciting growth opportunities for us, and expanding our business and building a winning portfolio in this market remain an important priority within Accelerate SAIL. Our winning portfolio includes Carlsberg, 1664 Blanc, Tuborg, Somersby and the core mainstream brand Huda. In 2022 and 2023, we step-changed our execution capabilities and expanded our business, resulting in volume growth of 8%. OUR ESG PROGRAMME TOGETHER TOWARDS ZERO AND BEYOND CARLSBERG GROUP ANNUAL REPORT 2023 CREATING VALUE 24 Our ESG programme, Together Towards ZERO and Beyond (TTZAB), is an integral part of Accelerate SAIL and our response to global challenges such as climate change, water scarcity and inequality. The programme focuses on 11 areas identified through an assessment of the most material ESG impacts of our business. In 2023, we reconfirmed the relevance of these topics through our first double materiality assessment. Our targets and commitments enable us to tackle global social and environmental challenges, and our actions help us mitigate risks and capture opportunities, including the generation of new business. TTZAB also bolsters our licence to operate, boosts our reputation and strengthens our relationships with stakeholders – including our people, consumers, customers, suppliers and investors – by demonstrating our commitment to acting responsibly and taking positive action on ESG. Our targets and commitments demand transformative change – across our operations and value chain – that we cannot achieve alone. Partnering with suppliers, customers, consumers and communities remains central to our approach as we drive progress Together Towards ZERO and Beyond. See how we exceeded our 2022 target for reducing carbon emissions across the full value chain and examples of how we are working with partners to deliver on our TTZAB ambitions and targets on pages 26-27. OUR ESG REPORTING Our ESG Report, available at www.carlsberggroup.com/reports- downloads/carlsberg-group-2023- esg-report, provides comprehensive information on the TTZAB programme, ambitions, targets, governance, performance and partnerships. CARLSBERG GROUP ANNUAL REPORT 2023 CREATING VALUE 25 The ESG Report serves as our statutory statement on corporate social responsibility in accordance with sections 99a, 99d and 107d of the Danish Financial Statements Act. Communication on Progress to the UN Global Compact, which will be submitted in 2024 in line with new requirements. Next year, we will align our ESG reporting approach and format with the forthcoming EU Corporate Sustainability Reporting Directive and the corresponding European Sustainability Reporting Standards. Our ESG actions also contribute to the UN’s global ambitions on sustainability. Our ESG Report forms the basis for our 2023 We have also issued our first stand- alone Human Rights Report, which provides more detail on our due diligence approach and the actions we are taking to uphold human rights throughout our value chain. Our Human Rights Report is available at www.carlsberggroup.com/reports- downloads/carlsberg-group-2023- human-rights-report/. 30% REACHING OUR 2024 TARGET FOR WOMEN IN LEADERSHIP ROLES We are actively working to attract, retain and develop more women in the brewing industry and our own business, driven by ambitious targets to increase the number of women in leadership. We partner with groups such as Brewers of Europe and the Pink Boots Society to attract more women into brewing careers, and we encourage women to join our graduate and apprenticeship programmes. In 2023, we launched a global sponsorship programme to help develop women leaders identified as having potential to take on executive roles. Each of the first 12 women to participate – chosen from across our regions and functions – was paired with a senior sponsor for six months of coaching, support and access to networks of internal influencers, which will better prepare them for later success at the top of the company. TOGETHER TOWARDS ZERO & BEYOND  Together Towards ZERO and Beyond REDUCING VALUE CHAIN CARBON EMISSIONS PER HL BY 16% FROM 2015 TO 2022 HOW DID WE ACHIEVE OUR TARGET? % OF TOTAL VALUE CHAIN EMISSIONS IN 2022 CARLSBERG GROUP ANNUAL REPORT 2023 CREATING VALUE 26 In 2023, we completed our latest three-year analysis of our value chain carbon emissions, based on 2022 data. The analysis confirmed that we have slightly exceeded our target to cut value chain emissions per hl of beer produced by 15% by 2022 from the 2015 baseline. To reach our target of a net ZERO value chain by 2040, we will continue to work closely with our suppliers as they play a critical role in helping us reduce our carbon footprint at every stage of the value chain. More details on our value chain carbon emissions reductions can be found in the ESG Report. 24% Agriculture & processing 11% 45% Breweries Packaging 10% 10% Transportation & distribution Cooling EMISSIONS REDUCTIONS 2015-2022 -18% -41% -3% -10% -26% Agriculture & processing Lower-carbon solutions in malting processes were a major progress driver, while increased usage of rice and sugars added carbon intensity. Breweries Reductions supported by the elimination of coal, increased energy efficiency and use of renewable electricity and innovative solutions, such as the extraction of biogas at on-site wastewater treatment plants. Packaging Carbon intensity reduced across all packaging types, and recycling rates for PET bottles and aluminium cans improved. Progress was counteracted by an increased share of cans and fewer refillable glass bottles in the overall packaging mix. Transportation & distribution Reduction primarily achieved by efficiency improvements, supported by marginal improvements from electrification and reduced business travel. Cooling Reduction in emissions from fridges and beer dispense equipment through the use of energy management devices, decarbonisation of national electricity grids and other initiatives. CARLSBERG GROUP ANNUAL REPORT 2023 CREATING VALUE 27 Together Towards ZERO and Beyond PUTTING WATER ON TAP IN CAMBODIA Around one in five people lack essential access to clean water in Cambodia. Our new partnership with the social enterprise TapEffect will establish water supply and associated infrastructure, providing access to clean water for more than 6,800 people in a remote rural area in Pursat province. The project will include a treatment plant, clean storage, a pumping system and over 50 km of pipework. Within two years, it is expected to deliver 7 million litres of water per month. By 2025, it is projected to yield around 25% of the water needed to replenish consumption at our brewery in Sihanoukville. Together Towards ZERO and Beyond A NEW REGENERATIVE BREW FOR THE UK Our journey towards 100% regenerative barley in the UK has begun. Carlsberg Marston’s Brewing Company and the Archer-Daniels- Midland Company contracted 23 farmers to grow an estimated 686 tonnes of regeneratively grown barley in 2023 using techniques such as no- or low-tillage, planting cover crops and restricting chemical use to the minimum required. The harvest will be used to brew Carlsberg Danish Pilsner from 2024. We aim to expand this pilot to source enough regenerative barley to brew all Carlsberg beer in the UK by 2027, and we are committed to making our brews in the UK with 100% regenerative barley by 2031. Read more about these and other case stories in the ESG Report. Together Towards ZERO and Beyond TEAMING UP WITH THE TOUR DE FRANCE Tourtel Twist offers alcohol-free beer mixes combined with fruit juices free of colouring, sweeteners and artificial flavours. This tasty and healthy combination has made it France’s most popular alcohol-free beer and our biggest-selling alcohol-free brand in Western Europe. For Tourtel Twist, 2023 was the second of three years as an official supplier of the Tour de France. The partnership with the Tour de France generated around 340 million contacts through TV and social media advertising, supporting our efforts to raise awareness of responsible drinking. In 2024, Tourtel will not only be an official supplier of the Tour de France but also an official supporter of the Paris Olympics. CARLSBERG GROUP ANNUAL REPORT 2023 CREATING VALUE 28 ADDRESSING CLIMATE RISKS CLIMATE RISKS IMPACTING OUR BUSINESS Climate change is affecting our operations and value chain. Across our regions, we see its impact through land degradation and more frequent extreme weather events. reporting in this Annual Report and in our ESG and Remuneration Reports. We are working to understand the related risks and opportunities, and to mitigate impact on our business. ZERO Our annual ESG Report details our Together Towards ZERO and Beyond approach, progress towards our ambitious ZERO Carbon Footprint, ZERO Water Waste and ZERO Farming Footprint targets, and the actions we are taking to support the Paris Agreement on Climate Change to limit the increase in global average temperature to a maximum of 1.5°C. The report also addresses our exposure to climate change-related risks and the impacts on our value chain. In the table on page 29, we outline the relevant sections for TCFD FARMING FOOTPRINT Agriculture is the second-largest driver of our value chain carbon emissions. We cannot reach net ZERO by 2040 without taking steps to reduce its climate impact. Today’s food systems, including intensified agricultural production, are also the primary driver of the acceleration in biodiversity loss that is threatening the health of the planet. We have made bold commitments to ensure that all our raw ingredients are sourced sustainably and produced using regenerative agricultural practices by 2040. These commitments will support global action on environmental challenges, improve farmers’ livelihoods and help us secure a sustainable supply of raw ingredients – from barley to rice – to make our brews now and in the future. Read more about how we will move towards 100% regenerative agricultural raw materials by 2040 in the ESG Report. TOGETHER TOWARDS ZERO & BEYOND CARLSBERG GROUP ANNUAL REPORT 2023 CREATING VALUE 29 Task Force on Climate-related Financial Disclosures (TCFD) reporting recommendations Recommendation Governance Disclose the organisation's governance around climate-related risks and opportunities. Strategy Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation’s businesses, strategy and financial planning, where such information is material. Risks Disclose how the organisation identifies, assesses and manages climate-related risks. Metrics and targets Disclose the metrics and targets used to assess and manage relevant climate- related risks and opportunities, where such information is material. Our disclosure in brief The Supervisory Board is ultimately responsible for risk management, including climate-related risks, and has appointed the Audit Committee to act on its behalf in monitoring the effectiveness of the Group’s risk management. The Executive Committee (ExCom) is responsible for reviewing the overall risk exposure associated with the Group’s activities and ensuring that appropriate actions are taken. In 2022, the Supervisory Board reviewed and approved our enhanced ESG programme, Together Towards ZERO and Beyond (TTZAB), including revised and new targets related to carbon, packaging, water and agriculture. Progress against TTZAB targets is reported monthly to ExCom, where climate change is specifically covered at least biannually, and at least twice a year to our Supervisory Board. Learn more • Risk management framework, pages 48-49. • Overview of Supervisory Board work and responsibilities, pages 44-46. • ESG Report, section on governance and transparency. Climate-related risks and opportunities have been assessed through a series of analyses. Some specific categories of risks have been assessed, including, but not limited to, regulatory risks (e.g. carbon pricing), reputational risks, extreme weather risks and water risks. More specific and detailed financial effects of the risks will be further analysed in 2024. Based on existing analyses, however, our preliminary conclusion is that climate-related risks would only be financially material in the long term. Mitigation actions are implemented in response to the results of risk assessment and scenario analysis where risks are identified. Furthermore, climate-related hazard risk analysis has been integrated into the requirements for making capital expenditure investments above a certain level. TTZAB targets to reduce our own and our value chain environmental footprints will also help us reduce some of the climate-related transition risks. • Together Towards ZERO and Beyond, pages 24- 27. • ESG Report, sections on ZERO Carbon Footprint, ZERO Farming Footprint and ZERO Water Waste. • ESG Report, section on governance and transparency: double materiality assessment. From 2023, climate-related impacts, risks and opportunities are reviewed annually in our double materiality assessment (DMA) process. This includes short-, medium- and long-term time horizons. Our preliminary DMA, conducted in 2023 and summarised in a voluntary disclosure, confirmed that climate change was among the highest- ranking issues for us to address, both in terms of impact and long-term financial materiality. As transition risks are one of the key areas, we analyse our total value chain carbon emissions (Scope 1, 2 and 3 emissions) to measure progress towards our emissions reduction targets and identify where to focus our efforts to reduce emissions and mitigate risk. For some specific risks related to climate change, we have additional processes in place. Physical/hazard risks in our assets (including both production sites and warehouses) are assessed annually by applying three RCP scenarios (RCP 2.6, 4.5 and 8.5). For water-related risks, we used WWF’s Water Risk Filter to identify which of our breweries are in areas of high water risk, as well as carrying out water risk assessment of two key commodities, rice and barley. • Risk management framework, pages 48-49. • ESG Report, section on governance and transparency. • ESG Report, sections on ZERO Carbon Footprint and ZERO Water Waste. • ESG Report, section on governance and transparency: double materiality assessment. TTZAB is an integral part of Accelerate SAIL and includes our bold target to achieve a net ZERO value chain by 2040 – ahead of the global 2050 timeline demanded by science – to guide our long-term carbon reduction agenda. Our science-based targets to reduce emissions are approved by the Science Based Targets initiative, and we aim to reduce emissions in line with the goal of the Paris Agreement to limit global warming to a maximum of 1.5°C. TTZAB’s focus areas and targets are based on an assessment of material ESG issues to ensure we focus on the sustainability impacts, risks and opportunities that are most relevant to our stakeholders, including those related to climate change, packaging, water and agriculture. Our annual ESG Report discloses our approach, our TTZAB targets and progress to date, key performance indicators and actions to support the UN Sustainable Development Goals and the UN Global Compact. The report includes detailed data on Scope 1, 2 and 3 carbon emissions, energy and water. Our Scope 3 analysis, previously carried out every three years, will be performed annually from 2023. We have also disclosed detailed information to CDP on our greenhouse gas emissions and approach to climate change management annually since 2007. Sustainability measures, including the reduction of carbon emissions and water use, have been included in the long-term incentive scheme for the Extended Leadership Team (ELT) from 2023. Approved by the Supervisory Board, ESG performance now accounts for 20% of the LTI scheme for ELT for 2023-2025. • Accelerate SAIL and Together Towards ZERO and Beyond, pages 19, 24 and 26. • ESG Report, sections on ZERO Carbon Footprint, ZERO Farming Footprint and ZERO Water Waste. • ESG Report, data summary tables. • ESG Report, section on contributing to the UN Sustainable Development Goals. • Remuneration Report, section on remuneration of the Executive Board. 2023 review and 2024 expectations GROUP SOLID RESULTS IN A CHALLENGING ENVIRONMENT CARLSBERG GROUP ANNUAL REPORT 2023 2023 REVIEW AND 2024 EXPECTATIONS 30 The Group delivered a solid set of results in a challenging environment. VOLUMES Total Group volumes were 125.1m hl, corresponding to a reported growth rate of -0.3%. Beer volumes declined organically by 0.4%, as volume growth in Asia was offset by lower volumes in Western Europe and Central & Eastern Europe. Other beverage volumes grew in Western Europe, Central & Eastern Europe and Laos, but total volume development was -0.9%, impacted by lower volumes in Cambodia. INCOME STATEMENT Revenue was DKK 73,585m. Revenue/hl increased organically by 10%, resulting in strong organic revenue growth of 9.2%. The revenue/hl improvement was primarily driven by price increases across markets to offset the significant cost increases and supported by a positive product mix. Reported revenue grew by 4.7%. The negative currency impact related to the strengthening of the Danish currency against, in particular, the Chinese, Laotian, Indian, Ukrainian, Norwegian and Swedish currencies. The small acquisition impact related to the acquisition of Waterloo Brewing in Canada. Gross profit increased organically by 7.4% and by 2.4% in reported terms. Gross profit was positively impacted by the increase in revenue/hl and negatively by the increase in cost of sales of 6.7%. The reported gross margin was 44.6%, a decline of 100bp. We maintained our focus on costs, supporting our efforts to offset inflation and increase investments in brands and activities. Consequently, marketing investments were up organically by 10% and by 7% in reported terms. As a percentage of revenue, reported marketing investments increased slightly to 8.4%, with a larger increase in H2 following the Q3 decision to accelerate commercial investments. expenses excluding marketing improved by 30bp to 22.1%. in Carlsberg Byen and certain one-off expenses in associates in Asia. Total reported operating expenses increased by 4.0%, supported by lower administrative costs. As a percentage of revenue, reported operating Other operating activities increased by DKK 56m, while profit from associates declined by DKK 320m, mainly due to lower property income Operating profit before depreciation, amortisation and impairment losses (EBITDA) grew organically by 3.9% Earnings expectations 2023 Date 7 February 2023 27 April 2023 15 August 2023 7 February 2024 Group Expectation for operating profit Organic growth in operating profit of -5% to +5%. Organic growth in operating profit of -2% to +5%. Organic growth in operating profit of +4% to +7%. Organic growth in operating profit of 5.2% (reported). 2022 Organic Acq., net FX 2023 Reported Change Change Volumes (million hl) Beer Other beverages Total volume DKK million Revenue Operating profit Operating margin (%) 101.0 24.4 125.4 70,265 11,470 16.3 -0.4% -0.9% -0.5% 0.3% 0.0% 0.2% - - - 9.2% 5.2% 0.6% -0.2% -5.1% -8.2% 101.0 24.1 125.1 73,585 11,105 15.1 -0.1% -0.9% -0.3% 4.7% -3.2% -120bp CARLSBERG GROUP ANNUAL REPORT 2023 2023 REVIEW AND 2024 EXPECTATIONS 31 but declined by 3.1% in reported terms due to adverse currencies. Section 1 of the consolidated financial statements contains more details on operating activities. The reported operating profit before special items development of -3.2% was impacted by strengthening of the Danish krone against, in particular, the Chinese, Laotian, Ukrainian and Norwegian currencies. The small acquisition impact related to the acquisition of Waterloo Brewing in Canada. The reported operating margin decreased by 120bp to 15.1%, mainly due to the lower gross margin and increased marketing investments. Net special items (pre-tax) amounted to DKK -431m (2022: DKK -784m). Special items were positively impacted by reversal of brand impairment in China and the derecognition of a loan to Baltika Breweries, and negatively impacted by impairment of certain brands, impairment related to the business in Cambodia, the cost of terminating the Kronenbourg 1664 licensee agreement in the UK, restructuring costs, costs related to acquisitions and impairment of receivables from Baltika Breweries. HOME OF CARLSBERG SEE, HEAR AND TASTE THE STORY OF CARLSBERG It all began in 1847, when Carlsberg’s founder, J.C. Jacobsen, established his brewery on a small hilltop just outside Copenhagen. Since 1982, the original brewery with its unique narrative and its historic and well-preserved buildings has become an increasingly popular tourist attraction. After extensive restoration in recent years, we reopened the doors to Home of Carlsberg in 2023. The new exhibition showcases Carlsberg’s pivotal role in modern beer brewing, the essential ingredients of beer, the stables housing the majestic brewery horses, a bottle collection that will amaze, architectural buildings, a great restaurant, beer tastings, and engaging storytelling about family feuds, scientific breakthroughs and much more. OUR WINNING CULTURE CARLSBERG GROUP ANNUAL REPORT 2023 2023 REVIEW AND 2024 EXPECTATIONS 32 Read more about net special items in section 3.1 of the consolidated financial statements. Financial items, net, amounted to DKK -844m (2022: DKK -725m). Excluding currency gains and losses, financial items, net, amounted to DKK -693m (2022: DKK -506m). The increase was mainly a result of higher average funding costs due to refinancing and higher short- and long-term interest rates and higher net interest-bearing debt. Net currency losses amounted to DKK 151m, mainly related to the strengthening of the EUR/DKK and conversion costs for the Laotian kip. Read more about net financial items in section 4.1 of the consolidated financial statements. Tax totalled DKK -1,859m (2022: DKK -1,778m). The normalised tax rate was 20.8%, while the effective tax rate was 18.9% due to non-recurring items, including adjustments related to prior years and the deconsolidation of the Russian business. Section 6.1 of the consolidated financial statements contains more details on income tax. The Carlsberg Group’s share of profit from continuing operations amounted to DKK 6,960m (2022: DKK 7,012m). The Group’s share of consolidated profit (net profit) for the period was DKK -40,788m (2022: DKK -1,063m), impacted by the deconsolidation of the Russian business, which led to the recognition of accumulated currency translation and hedge losses for the period of 2004 to 2023 of DKK 41,504m and impairment losses of DKK 7,002m, giving a net result from the Russian operation of DKK -47,748m. Read about the accounting treatment and impact of the deconsolidation of the Russian business in section 5.1 of the consolidated financial statements. Non-controlling interests’ share of profit for the period was DKK 1,011m (2022: DKK 1,171m). The non-controlling interests consist of Lao Brewery, Carlsberg Chongqing Breweries Group, Carlsberg Malaysia Group and Carlsberg Marston’s Brewing Group, as well as other minor interests, primarily in the Asia region. Adjusted net profit (adjusted for special items after tax), continuing operations, declined by 4.6% to DKK 7,425m. Adjusted earnings per share declined by 2.0% to DKK 54.6 (2022: DKK 55.7), supported by the share buy-back. Reported earnings per share of DKK -299.7 were impacted by the deconsolidation of the Russian business. STATEMENT OF FINANCIAL POSITION ASSETS Total assets amounted to DKK 111,831m at 31 December 2023 (31 December 2022: DKK 115,341m). The main reason for the decrease was the deconsolidation of the Russian business, the assets of which amounted to DKK 11,618m in 2022, partly offset by higher current assets. Total non-current assets amounted to DKK 81,633m (31 December 2022: DKK 81,092m). Intangible assets totalled DKK 49,100m (31 December 2022: DKK 49,223m). Intangible assets were impacted by currencies, in particular the Chinese and Laotian, and impairment of brands, offset by the acquisition of Waterloo Brewing and reversal of brand impairment in China. Property, plant and equipment totalled DKK 24,405m (2022: DKK 23,679m). The increase was mainly impacted by additions and the acquisition of Waterloo Brewing in March 2023. Financial assets of DKK 8,128m were on a par with 31 December 2022 (DKK 8,190m). Total current assets amounted to DKK 30,198m (31 December 2022: DKK 22,631m). The increase was mainly due to higher cash and cash equivalents and deposits, following the net issuance of EMTN bonds of EUR 1.55bn. 23,234m of which was attributable to shareholders in Carlsberg A/S and DKK 2,515m to non-controlling interests. Inventories amounted to DKK 5,811m (31 December 2022: DKK 5,718m), trade receivables to DKK 5,102m (31 December 2022: DKK 5,067m) and various other receivables to DKK 3,667m (31 December 2022: DKK 3,683m). Deposits and securities amounted to DKK 2,236m (31 December 2022: DKK 0) and were deposits not meeting the definition of cash and cash equivalents but co-managed with cash and cash equivalents. Cash and cash equivalents amounted to DKK 13,382m (31 December 2022: DKK 8,163m). Section 2 of the consolidated financial statements contains more details on assets and section 4.5.2 on cash and cash equivalents. Assets in discontinued operations totalled DKK 0m (31 December 2022: DKK 11,618m) following the deconsolidation of the Russian business. EQUITY AND LIABILITIES Equity Equity amounted to DKK 25,749m at 31 December 2023 (31 December 2022: DKK 34,722m), DKK The change in equity of DKK -8,973m mainly related to the profit for the period of DKK -39,777m, other comprehensive income of DKK 38,556m, dividends paid to shareholders and non-controlling interests of DKK -4,844m and the share buy-back of DKK -3,200m. Liabilities At 31 December 2023, non-current and current borrowings amounted to DKK 39,101m (31 December 2022: DKK 28,646m): non-current borrowings of DKK 30,763m (31 December 2022: DKK 22,865m) and current borrowings of DKK 8,338m (31 December 2022: DKK 5,781m). The increase in non-current borrowings of DKK 7,898m was impacted by the issuance of three EUR bonds under the company’s Euro Medium Term Notes (EMTN) programme during the year: a 3.5- year EUR 750m bond in May, and in September a 5-year EUR 700m and a 10-year EUR 600m bond. This was partly offset by the reclassification of a EUR 1bn bond maturing in May 2024 to current borrowings. Current borrowings were reduced by a EUR 500m bond, which matured in September 2023. Non-current tax liabilities, retirement benefit obligations etc. amounted to DKK 8,089m (31 December 2022: DKK 9,007m). The decline was mainly the result of a decline in the Group’s obligation, net, on defined benefit plans, the settlement of a fine related to a competition case in Germany, and the reversal of other legal and contractual obligations that did not materialise. total amounting to EUR 2,050m, more than offsetting the cash returns in the form of dividends and share buy-backs, in total amounting to DKK -8,001m. CASH FLOW FROM OPERATING ACTIVITIES Cash flow from operating activities amounted to DKK 11,607m (2022: DKK 12,949m). Current liabilities excluding current borrowings were DKK 38,892m (31 December 2022: DKK 38,866m). EBITDA amounted to DKK 15,179m (2022: DKK 15,657m), negatively impacted by currencies. The change in trade working capital was DKK +698m (2022: DKK +1,908m), mainly impacted by an increase in trade payables. Average trade working capital to revenue for the year remained strong at -20.3% (2022: -21.5%). The change in other working capital was DKK -780m (2022: DKK -465m), impacted by the payment of a competition fine in Germany. A specification of trade working capital and other working capital is shown in section 1.4 of the consolidated financial statements. Liabilities in discontinued operations totalled DKK 0m (2022: DKK 4,100m) following the deconsolidation of the Russian business. CASH FLOW Free operating cash flow amounted to DKK 7,469m (2022: DKK 9,474m), impacted by the lower EBITDA and net contribution from the change in working capital, higher capital expenditure (CapEx). Free cash flow amounted to DKK 4,878m (2022: DKK 9,884m), impacted by an increase in financial investments. Net cash flow amounted to DKK 5,254m (2022: DKK 1,696m), positively impacted by the issuance of three bonds during the year, in Net interest etc. paid amounted to DKK -273m (2022: DKK -1,010m). The improvement was mainly due to the settlement of financial instruments. Corporation tax paid was DKK -2,166m (2022: DKK -2,103m). CASH FLOW FROM INVESTING ACTIVITIES Cash flow from investing activities was DKK -6,729m (2022: DKK -3,065m). Acquisition of property, plant and equipment and intangible assets (CapEx) amounted to DKK -4,243m (2022: DKK -4,018m), while total operational investments amounted to DKK -4,138m (2022: DKK -3,475m), also impacted by a small negative contribution from the change in on-trade loans compared with a positive contribution in 2022. Total financial investments amounted to DKK -2,591m (2022: DKK +410m), mainly attributable to the placement of cash in deposits not meeting the definition of cash and cash equivalents. In the cash flow statement, this is presented as acquisition of financial investments. Restructuring costs and other special items amounted to DKK -552m (2022: DKK -171m), impacted by the termination of the Kronenbourg 1664 licensee agreement in the UK. RETURN ON INVESTED CAPITAL ROIC was 14.5% (2022: 15.2%), mainly impacted by the lower reported operating profit before special items due to currencies. ROIC CARLSBERG GROUP ANNUAL REPORT 2023 2023 REVIEW AND 2024 EXPECTATIONS 33 excluding goodwill was 38.3% (2022: 41.6%). 4.4 of the consolidated financial statements. SHARE BUY-BACK 2023 PROGRAMME In 2023, we initiated three quarterly share buy-back programmes, in total amounting to DKK 3.0bn. Shares worth DKK 2.7bn were bought back in 2023 and the remaining DKK 0.3bn in January 2024. A total of 3,160,923 shares were bought at an average price per share of DKK 949. In fiscal 2023, 3,338,514 shares were repurchased at a total purchase price of DKK 3.2bn, equal to an average price per share of DKK 958. 2024 PROGRAMME Based on its continued strong financial position, the Group initiated a new quarterly share buy-back programme on 7 February, with the intention of buying back Carlsberg B shares amounting to DKK 1.0bn up until 19 April 2024. FINANCING At 31 December 2023, gross financial debt amounted to DKK 39,101m (2022: DKK 28,646m) and net interest-bearing debt to DKK 22,351m (2022: DKK 19,326m). The increase in net interest-bearing debt of DKK 3,025m was mainly the result of the dividend payout, share buy-back, CapEx and the acquisition of Waterloo Brewing, partly offset by cash flow from operating activities. The difference of DKK 16,750m between gross financial debt and net interest-bearing debt mainly comprised cash and cash equivalents of DKK 13,382m and deposits and securities of DKK 2,236m. At 31 December 2023, the average debt duration was 5.7 years (2022: 4.1 years). Of the gross financial debt, 79% (DKK 30,763m) was long term, i.e. with maturity of more than one year from 31 December 2023. Net interest-bearing debt/EBITDA was 1.47x (2022: 1.23x). Read more about net-interest bearing debt, capital structure and borrowings in sections 4.2, 4.3 and WESTERN EUROPE SOLID RESULTS IN A CHALLENGING YEAR CARLSBERG GROUP ANNUAL REPORT 2023 2023 REVIEW AND 2024 EXPECTATIONS 34 It was a challenging year for Western Europe with significant cost increases, a weakening consumer sentiment and bad weather during the high season in Q3. We gained market shares in the majority of our markets in the region thanks to good commercial execution, but the overall declining market meant beer volumes declined organically by 3.8%. Other beverage volumes grew by 0.7%, thanks to growth of the soft drinks businesses in the Nordics. Consequently, total volume development was -2.3%. Revenue/hl improved organically by 11%, mainly impacted by price increases. In addition, revenue/hl improved as a result of the inclusion of excise duties in the UK following the termination in June of the Kronenbourg 1664 licensee agreement. The full-year and H2 impact on revenue/hl was 1 percentage point and 2 percentage points respectively. Organic revenue growth was 8.9%, while reported growth was 7.0%, mainly due to the depreciation of the Norwegian and Swedish currencies. Organic operating profit growth was 3.3%, as the business was able to offset the significant commodity, packaging and energy cost increases through higher revenue/hl and continued cost focus. The organic operating profit growth was offset by currencies, and reported operating profit growth was 0.3%. The operating margin contracted by 90bp to 13.3%. beer market share in a market that was under pressure. We saw solid performance for Tuborg, alcohol- free brews and Beyond Beer products. MARKETS THE NORDICS Volumes in the Nordics were flat, as declining beer volumes were offset by solid growth in the soft drinks portfolio. In Norway, we grew volumes slightly in a flat market, gaining market share in both beer and soft drinks. Our local premium brand, Frydenlund, and the Pepsi portfolio performed well. In Denmark, total volumes were slightly up. We strengthened our In a slightly declining Swedish market, we grew volumes by low- 2022 Organic Acq., net FX 2023 Reported Change Change Volumes (million hl) Beer Other beverages Total volume DKK million Revenue Operating profit Operating margin (%) 29.9 14.5 44.4 34,888 4,966 14.2 -3.8% 0.7% -2.3% 8.9% 3.3% 0.0% 0.0% 0.0% 0.0% 0.0% - - - -1.9% -3.0% 28.7 14.7 43.4 37,317 4,981 13.3 -3.8% 0.7% -2.3% 7.0% 0.3% -90bp Markets Denmark Sweden Norway Finland France Switzerland Poland UK Germany Portugal Our position Market position (no.) Market share¹ (%) Our operations Breweries² 1 1 1 1 2 1 3 4 33 1 55 24 49 32 26 38 20 15 113 44 1 1 1 1 1 1 3 3 3 1 ¹ YTD Sept. 2023. ² Breweries with capacity above 100,000 hl. ³ North-eastern Germany. Source: Carlsberg estimates. CARLSBERG GROUP ANNUAL REPORT 2023 2023 REVIEW AND 2024 EXPECTATIONS 35 single-digit percentages. Despite downtrading being observed in the market, our premium brands Eriksberg and 1664 Blanc both grew. We gained market share, driven by premium beer, alcohol-free brews and soft drinks. In Finland, volumes declined by low- single-digit percentages. Our premium portfolio delivered strong growth, supported by good results for 1664 Blanc and Brooklyn, and alcohol-free brews also grew, while mainstream core beer and other beverages declined. FRANCE We gained market share in France, despite our volumes being down by mid-single-digit percentages. Our premium portfolio outperformed the market, supported by Grimbergen, Brooklyn and local speciality brands. We also saw good performance of 1664. Tourtel declined as a result of lower promotional activity. SWITZERLAND The Swiss market was impacted by negative consumer sentiment, declining by an estimated low- single-digit percentage. Our volume development was in line with the market. The premium Valaisanne and 1664 Blanc brands did well, and our alcohol-free portfolio grew strongly. We continued to develop the Pepsi portfolio and see appealing long-term opportunities. POLAND After a challenging start to the year in Poland, our performance improved during the second half-year. Our volumes declined by mid-single-digit percentages for the full year, in line with the market. Revenue/hl improved significantly by high-teens percentages, as we took several price increases to mitigate significant cost price inflation. THE UK In a challenging environment, our UK business delivered solid performance ahead of the market. We saw good growth for premium brands such as Poretti and Brooklyn, and for the alcohol-free versions of Carlsberg and Brooklyn. Total volumes declined by low-single-digit percentages, impacted by the loss of a licence brand. GROWING ALCOHOL-FREE BREWS IN SWEDEN The alcohol-free beer category is the fastest growing beer segment in Sweden, currently accounting for approximately 5% of the total beer market. With an alcohol-free market share of 54%, Carlsberg is a very strong player in Sweden with a broad portfolio of alcohol- free brews catering for different consumer occasions and price points. The portfolio includes Carlsberg – the no. 1 alcohol-free beer brand in Sweden – as well as Brooklyn, 1664 and local brands such as Falcon, Pripps and Eriksberg. In 2023, we launched Carlsberg Hoppy Lager 0.0%. This refreshing and thirst-quenching lager with flavourful aromatic hop notes has taken Swedish consumers by storm, bringing an exciting innovation to the range. Carlsberg Hoppy Lager 0.0% was a strong contributor to our no. 1 market position and the 12% growth of our alcohol-free brews in Sweden. ACCELERATE ALCOHOL-FREE BREWS ASIA ANOTHER SET OF GOOD RESULTS CARLSBERG GROUP ANNUAL REPORT 2023 2023 REVIEW AND 2024 EXPECTATIONS 36 Our Asia region delivered another set of solid results in an increasingly challenging macroeconomic environment, particularly in South-East Asia and China. Beer volumes grew organically by 5.1%, while other beverage volumes declined by 5.8% due to weak energy drinks volumes in Cambodia. Organic revenue growth was 8.4%. Revenue/hl grew organically by 5%, supported by a positive brand mix and price increases. Reported revenue declined by 1.7% due to a negative currency impact, notably from the Laotian kip and Chinese renminbi. Operating profit increased organically by 7.9%, positively impacted by the volume and revenue/hl growth, which more than offset a step-up in commercial investments. H2 in particular was impacted by higher commercial investments following our decision in Q3 to accelerate investments in certain markets. Reported operating profit declined by 4.2% due to the adverse currency impact. MARKETS CHINA The Chinese beer market was flat (estimate) for the year, but weakened considerably during the second half of the year. We maintained our positive trajectory, growing volumes by 5% and strengthening our market share. The growth was driven by both premium and mainstream brands. Our local power brands, such as Chongqing, Wusu and Wind Flower Snow Moon, did particularly well, supported by an increase in domestic tourism. Our premium brands Carlsberg and Tuborg grew strongly, while 1664 Blanc was impacted by consumers becoming more price- sensitive. VIETNAM We continued to expand our business in Vietnam, delivering high-single- digit volume growth in a market that 2022 Organic Acq., net FX 2023 Reported Change Change Volumes (million hl) Beer Other beverages Total volume DKK million Revenue Operating profit Operating margin (%) 42.0 6.3 48.3 23,682 5,435 22.9 5.1% -5.8% 3.7% 0.0% 0.0% 0.0% - - - 8.4% 7.9% 0.1% -0.1% -10.2% -12.0% 44.1 5.9 50.0 23,288 5,208 22.4 5.1 % -5.8% 3.7% -1.7% -4.2% -50bp Markets China Laos India Vietnam Cambodia Malaysia Nepal Myanmar Singapore Hong Kong SAR Our position Market position (no.) Market share¹ (%) Our operations Breweries² 5/13 9/673 26 1 3 4 3 2 1 4 2 2 94 14 8 5 45 59 11 21 31 2 7 1 1 1 1 1 - - ¹ YTD Sept. 2023. ² Breweries with capacity above 100,000 hl. ³ Total China/ western China. 4 In the states where we operate. Source: Carlsberg estimates. CARLSBERG GROUP ANNUAL REPORT 2023 2023 REVIEW AND 2024 EXPECTATIONS 37 declined by close to a double-digit percentage (estimated). The growth was mainly driven by our international premium brands, in particular 1664 Blanc and Tuborg, which benefited from the strengthening of our route-to- market and expanded coverage and number of outlets, enabled by the increase in our commercial investments. INDIA Our business in India delivered high- single-digit percentage volume growth, supported by good growth for Carlsberg and Tuborg. We gained market share in some states, supported by premium brand growth. In other states, we lost market share due to capacity constraints, particularly during the peak season. LAOS Volumes in Laos grew by high- single-digit percentages, despite several price increases during the year to offset the significant inflationary pressure. Revenue/hl was supported, in addition to price, by a positive mix because of good performance for Somersby and the Beerlao crafty line extension. CAMBODIA Following several years of significant decline, our beer business in Cambodia delivered solid high- single-digit percentage growth, albeit from a very low base. However, total volumes declined significantly due to deteriorating volumes for the energy and soft drinks business. MALAYSIA AND SINGAPORE The beer markets in Malaysia and Singapore were challenged by the macroeconomic slowdown. In Malaysia, volume development was better than the market and our market share improved. In Singapore, market share was flat, supported by share gains in all categories except premium, which was subject to high promotional pressure in the market. TUBORG SEXTUPLING VOLUMES IN ASIA Over the past decade, Tuborg has become a popular brand in many Asian markets following the launch of Tuborg in India in 2009, China in 2012, Vietnam in 2016, and Laos and Cambodia in 2017. Despite the setback due to COVID, Tuborg volumes in Asia have sextupled since 2013, supported by volumes more than quadrupling in India and increasing by more than tenfold in China, where it quickly became – and remains – our largest premium brand. To further cement Tuborg’s brand vision of being a catalyst of excitement, fun and movement within a world full of unexpected and playful experiences, we launched Tuborg Ice and a new global Tuborg campaign – Tilt your World – in 2023. Supported by strong growth in markets such as China and Vietnam, Tuborg grew by 7% in Asia. STEP UP IN PREMIUM AND ACCELERATE IN CORE MARKETS IN ASIA CENTRAL & EASTERN EUROPE RESULTS IMPACTED BY WEATHER AND INFLATION CARLSBERG GROUP ANNUAL REPORT 2023 2023 REVIEW AND 2024 EXPECTATIONS 38 Volumes in Central & Eastern Europe were impacted by bad weather during the season, inflation and the transfer of the Kronenbourg 1664 licence volume in the UK to Western Europe. the Export & License division. Consequently, organic beer volume development was -4.0%. Other beverage volumes declined organically by 4.2%, despite growth of energy drinks in the eastern part of the region. Volumes were also impacted by the termination of the Kronenbourg 1664 licensee agreement in the UK, which was previously managed in The volume decline in H2 was more pronounced than in H1, as volumes in H2 were impacted by the Kronenbourg 1664 licensee termination and less easy comparables in Ukraine, because volumes in Q1 2022 were severely impacted by the outbreak of the war. Organic revenue growth was 11.9% due to a significant increase in revenue/hl of 17% thanks to price increases in all markets and a positive product mix despite pressure on disposable income. Despite significant increases in the total cost base, including cost of sales and marketing investments, operating profit grew organically by 4.1%. Although the higher costs were compensated for in absolute terms, the operating margin contracted by 230bp to 17.2%. MARKETS UKRAINE The health and safety of our Ukrainian colleagues remain our first priority as the country remains at war. Volume development during the year varied significantly between quarters, with strong volume growth in Q1 due to comparables, as production stopped in Q1 2022 following the 2022 Organic Acq., net FX 2023 Reported Change Change Volumes (million hl) Beer Other beverages Total volume DKK million Revenue Operating profit Operating margin (%) 29.1 3.6 32.7 11,679 2,282 19.5 -4.0% -4.2% -4.0% 11.9% 4.1% 0.9% 0.2% 0.8% - - - 28.2 3.5 31.7 -3.1% -4.0% -3.2% 3.5% -0.5% -4.4% -6.2% 12,959 2,224 17.2 11.0 % -2.6% -230bp Markets Ukraine Belarus Kazakhstan Azerbaijan The Baltics Italy Greece Bulgaria Croatia Serbia Our position Market position (no.) Market share¹ (%) Our operations Breweries² n.a. 1 1 1 n.a. 33 38 73 1-2 26-40 4 2 1 3 3 6 25 47 16 24 3 1 1 1 2 1 2 2 1 1 ¹ YTD Sept. 2023. ² Breweries with capacity above 100,000 hl. Source: Carlsberg estimates. CARLSBERG GROUP ANNUAL REPORT 2023 2023 REVIEW AND 2024 EXPECTATIONS 39 outbreak of the war, while volumes in the remainder of the year were impacted by the war, intensified competition and bad weather in Q2. Total volumes for the year were flat, while revenue/hl benefited from price increases and strong growth for the premium and alcohol-free portfolios. SOUTH-EASTERN EUROPE Volumes grew organically in Greece and Serbia, but this was offset by double-digit percentage volume decline in Italy due to significant price increases. We strengthened our market share in all markets except Italy, supported by strong growth for our premium and alcohol-free portfolios. Revenue/hl increased by double- digit percentages in all markets due to price increases and a positive brand mix. THE BALTICS Our volumes in the Baltic markets were impacted by bad weather in Q3, a challenging consumer environment and our price increases. Consequently, total volume decline was mid-single-digit percentage. We saw good growth for the alcohol- free portfolio. The revenue/hl increase was in the mid-teens. EASTERN EUROPE In Kazakhstan and Belarus, volumes declined by low-single-digit percentages. In Kazakhstan, the volume decline was the result of a challenging consumer environment, while in Belarus the volume development was impacted by our price increases in a highly promotional trading environment. Revenue/hl increased significantly due to very high price increases. EXPORT & LICENSE Volumes in our Export & License business were down by mid-single- digit percentages impacted by the Kronenbourg 1664 licensee termination. We saw good growth for 1664 Blanc, Carlsberg and Brooklyn, but this was offset by lower volumes for Somersby and Tuborg. UKRAINE CONTINUED SUPPORT Our Ukrainian colleagues have shown incredible strength and resilience, navigating the ongoing humanitarian crisis and significant business challenges in another year marked by the terrible war. To acknowledge the impressive work done by our people in Ukraine and confirm the Carlsberg Group’s continued commitment to our local business there, Executive Vice President, Central & Eastern Europe Lars Lehmann, travelled to Ukraine several times in 2023, where he met with employees, visited breweries and on- and off-trade outlets, and held meetings with partners and local authorities. Our continued investments in the business, including a new canning line, are further confirmation of the Group’s commitment. Maintaining its focus on the SAIL’27 priorities, our team in Ukraine managed to grow the premium portfolio by 12% and support the conversion of former popular Russian brands into other brands, including Garage 0.0, which grew by 55%. DRIVE VALUE AND BUILD SCALE IN CENTRAL & EASTERN EUROPE CARLSBERG GROUP ANNUAL REPORT 2023 2023 REVIEW AND 2024 EXPECTATIONS 40 RUSSIA RUSSIA On 28 March 2022, we announced the decision to seek a full divestment of our Russian business following Russia’s invasion of Ukraine. On 23 June, Carlsberg announced the conditional sale of Baltika Breweries in Russia. On 16 July, the Russian government issued a presidential decree temporarily transferring the management of our Russian business – Baltika Breweries – to the Russian Federal Agency for State Property Management. According to the presidential decree, Carlsberg retains title to the shares in Baltika Breweries, but otherwise no longer has any control or influence over the management of the business. As a result of the loss of control, the investment was fully written down and previous years’ accumulated currency translation and hedging losses were reclassified to the income statement. The loss from the discontinued operation in 2023 amounted to DKK 47,748m (2022: loss of DKK 8,075m). In October, we announced that we had informed Baltika Breweries of our termination of all licence agreements enabling Baltika Breweries to produce, market and sell the Carlsberg Group’s products, including international and regional brands. There will be a limited run- off period until 1 April 2024, during which Baltika Breweries may use up existing stock and materials. We continue to take all possible actions, including legal, to protect assets and operations. Read about the accounting treatment and impact of the deconsolidation of the Russian business in section 5.1 of the consolidated financial statements. CARLSBERG GROUP ANNUAL REPORT 2023 2023 REVIEW AND 2024 EXPECTATIONS 41 2024 EARNINGS EXPECTATIONS EARNINGS EXPECTATIONS 2024 is the first year of Accelerate SAIL, and we will be stepping up investments in support of our growth priorities and enablers. market investments in China and Vietnam, premium brands in markets across our regions, digital capability projects and B2B e-commerce (eB2B). While the macroeconomic environment and impact on consumer behaviour remain uncertain, inflationary pressure is moderating. Consequently, we expect a more moderate increase in our total cost base than in previous years. We intend to offset the higher total costs/hl in absolute terms through higher revenue/hl and continued tight cost control. To position the Group for successful delivery of our increased long-term growth ambitions, we will step up commercial investments in 2024 in alignment with Accelerate SAIL. While keeping the ratio of SG&A to revenue flat, we intend to increase absolute sales and marketing investments, the latter by more than 10%. The majority of the incremental sales and marketing investments will be allocated to brand and route-to- Consequently, our earnings expectations for 2024 are: • Organic operating profit growth of 1-5%. Based on the spot rates at 6 February, we assume a translation impact on operating profit of around DKK -100m for 2024. Other relevant assumptions are: • Financial expenses, excluding foreign exchange losses or gains, of DKK 1.1bn. • Reported effective tax rate of around 21%. • Capital expenditure of around DKK 5bn, impacted by capacity expansion in Asia, commercial investments across the Group, sustainability and digital investments. Forward-looking statements Forward-looking statements are subject to risks and uncertainties that could cause the Group’s actual results to differ materially from those expressed in the forward- looking statements. Accordingly, forward-looking statements should not be relied on as a prediction of actual results. See page 57 for the full forward-looking statements notice. Governance CORPORATE GOVERNANCE FOCUS ON CORPORATE GOVERNANCE CARLSBERG GROUP ANNUAL REPORT 2023 GOVERNANCE 42 members of the Remuneration Committee were independent. mitigates risks and protects our reputation as a responsible brewer. Our governance framework aims to ensure value creation, safeguard active and transparent stewardship across the Group and reduce risk. The governing bodies of the Carlsberg Group are the Supervisory Board and the Executive Board. None of the members of the Supervisory Board are or have been involved in the executive management of the Group. The Supervisory Board hires and supervises the CEO and the CFO, who are formally registered as executive directors of the Company. The CEO and CFO are not members of the Supervisory Board. The Executive Committee (ExCom) includes the CEO, the CFO and a wider group of Executive Vice Presidents, portrayed on pages 54- 55. The Executive Committee collectively prepares and implements the Company’s strategic plans. RECOMMENDATIONS ON CORPORATE GOVERNANCE The Supervisory Board is responsible for the Company’s corporate governance framework and compliance with the Danish corporate governance recommendations and statutory requirements. The Company complies with all but two of the current recommendations: • With respect to the recommendation to publish quarterly reports, the Group has chosen to only publish full- and half-year reports. • With respect to the recommendation that a majority of the members of a board committee should be independent, in 2023 two of the four members of the Nomination Committee and two of the four The Company’s statutory report on corporate governance includes the full list of recommendations, with comments on the Group’s position on each recommendation. OUR COMPASS The Supervisory Board is responsible for overseeing that the Executive Committee has an adequate system and resources in place to ensure compliance with the Company’s codes and policies in relation to its business activities. The Company is dedicated to conducting business with integrity in a responsible, honest and ethical manner. Living by these values – our Compass – is an integrated part of our strategy, Accelerate SAIL, Download our statutory report on corporate governance Download our policies www.carlsberggroup.com/who-we-are/ corporate-governance/#statutoryreports www.carlsberggroup.com/sustainability/ download/download-our-policies Our Compass consists of a Code of Ethics & Conduct and our Group policies, which guide everyone in the Group on everyday decisions and actions, setting out the ethical standards for our behaviour both within the company and towards external business partners such as customers and suppliers. Group policies include, but are not limited to, anti-bribery & corruption, labour & human rights, diversity, equity & inclusion, competition law, information security & acceptable use, trade sanctions, data protection, data ethics, risk management, finance, marketing, corporate communication, responsible drinking and public & government affairs. The ESG Report includes a thorough description of how we implement and live by our Compass in our day- to-day actions, including areas such as anti-bribery & corruption, compliance and our Speak Up system, as well as how we work with and seek to ensure high standards for data ethics as described in our Data Ethics Policy. THE ANNUAL GENERAL MEETING The 2023 Annual General Meeting (AGM) took place on 13 March. The minutes of the meeting are available on www.carlsberggroup.com. Rules and deadlines applying to the AGM and other general meetings are stipulated in the Company’s Articles of Association, available on www.carlsberggroup.com along with other AGM-related information. COMPOSITION OF THE SUPERVISORY BOARD The members of the Supervisory Board and their board meeting attendance are shown in the table on page 43. Download our ESG Report www.carlsberggroup.com/reports- downloads/carlsberg-group-2023-esg- report/ CARLSBERG GROUP ANNUAL REPORT 2023 GOVERNANCE 43 The Supervisory Board currently has eight members elected by the General Meeting and, in accordance with the Danish Companies Act, five members elected by the employees. Six of the eight members elected by the General Meeting have an international business background and, in addition, competencies related to FMCG, finance, ESG, supply chain, procurement, mergers & acquisitions, Carlsberg’s three key regions and emerging markets. Supervisory Board sees these members as patrons of the same. The other two members are affiliated to the Carlsberg Foundation, the Company’s largest shareholder, in their capacity as members of the Carlsberg Foundation Board, and both have an academic background. These members are bearers of the Carlsberg Group culture and heritage and the values stemming from our founder, J.C. Jacobsen, and the The employee representatives are elected for a term of four years. They have the same rights and obligations as the members elected by the General Meeting. The current employee representatives were elected in 2022 and the next election will take place in 2026. Information on the Supervisory Board members is available on pages 51-53. Detailed CVs can be found on www.carlsberggroup.com. and it has laid down the following specific objectives in relation to international experience and gender: • With regard to international DIVERSITY AND COMPETENCIES The Supervisory Board recognises the value and benefits of diversity in respect of experience, culture, international experience and gender. Consequently, diversity is of high priority for the Supervisory Board, experience, the objective is that 50% or more of the Supervisory Board members elected by the General Meeting should have substantial international experience from managing large corporations or institutions. The Supervisory Board fulfils the objective regarding international experience. Chairship meetings attended Board meetings attended THE CARLSBERG FOUNDATION Supervisory Board meetings Board member Henrik Poulsen1,2 (Chair) Majken Schultz1 (Deputy Chair) Hans Andersen3 Mikael Aro1,2 Carl Bache1 Magdi Batato1,2 Lilian Fossum Biner1,2 Richard Burrows1 Eva Vilstrup Decker3 Punita Lal1,2 Erik Lund3 Ivan Nielsen3 Olayide Oladokun3 Søren-Peter Fuchs Olesen1 Tenna Skov Thorsted3 1 Elected by the General Meeting. 2 Independent. 3 Employee-elected. Attended meeting. Not a Board member at the time. Did not attend meeting (position of hop leaf does not represent actual meeting). The Carlsberg Foundation is the Company’s largest shareholder. According to its Charter, the Foundation must own shares equivalent to at least 51% of the votes in Carlsberg A/S. At 31 December, the Carlsberg Foundation held 29% of the capital and 77% of the votes in Carlsberg A/S. The Foundation is a long-term, value-oriented shareholder, supporting the Group in creating sustainable value growth through the execution of its strategy and adherence to the Company’s capital allocation priorities. The Foundation participates pro rata in the share buy-back programmes. The dividends from Carlsberg A/S are given back to society by granting funds to foster and support academic research within natural sciences, humanities and social sciences, and funds for cultural and socially beneficial purposes. The Foundation also grants funds to the Carlsberg Research Laboratory. In 2023, dividends received by the Foundation amounted to DKK 1.1bn. CARLSBERG GROUP ANNUAL REPORT 2023 GOVERNANCE 44 • With regard to gender, the target for the under-represented gender is 40% of the Supervisory Board members elected by the General Meeting. As per the Annual General Meeting 2023, three of the eight members (38%) elected by the General Meeting are women. This represents an equal distribution of gender according to the Danish rules on diversity in top management. The Supervisory Board constantly considers how to best achieve as diverse a representation as possible in terms of views, culture, experience, background, gender etc. and will maintain the current targets in relation to international experience and gender. As required by the Financial Statements Act, section 99b, the number of members of the Supervisory Board and at other management levels (as defined by the Danish Companies Act), the share of and targets for the under- represented gender in the parent company are shown in the table below. As the table shows, we have achieved our gender targets for the Supervisory Board and other management levels. Driving diversity is a business priority, but the scope of the Group’s work on diversity is broader and more comprehensive than what is defined in the Danish Companies Act. The Diversity, Equity & Inclusion Policy, available on www.carlsberggroup.com, sets out the Group’s broader aspirations and commitments to attract, develop and retain people with different perspectives, experiences and backgrounds. See the 2023 ESG Report for more information on how Management and share of women, parent company, Carlsberg A/S Supervisory Board Total members¹ Share of women Other management levels² Total members Share of women 2023 2024 Target 2027 8 38% 3 67% 40% 40% 30% 35% ¹ Elected by the Annual General Meeting ² Other management levels employed by Carlsberg A/S in Denmark, as defined by the Danish Companies Act. we work to promote diversity and increase the number of women in leadership positions across the Group. The skills and competencies that should be represented on the Supervisory Board are described in the Specification of Competencies, available on www.carlsberggroup.com. On the basis of a recommendation from the People & Culture Committee (previously Nomination Committee), the Supervisory Board reviews the Specification of Competencies annually. The Supervisory Board continuously assesses, including as part of its annual board evaluation, whether the board members possess the required skills and competencies to best support the Carlsberg Group and its strategy, and whether the composition can be further optimised for this purpose. The Supervisory Board believes that the current composition of the Board ensures an appropriate level of skills, breadth and diversity in the members’ approach to their duties, thereby helping to ensure that decisions are well considered and that both short- and long-term perspectives are taken into account. SUPERVISORY BOARD EVALUATION PROCESS Each year, the Chair of the Supervisory Board heads a structured evaluation of the Board’s work, accomplishments and competencies. In 2023, the evaluation was facilitated by an external consultancy firm. The process included online questionnaires, mapping of board composition, competencies, benchmarking, review of various board materials and an in-depth personal interview with each board member and selected executives. The external consultancy firm prepared an evaluation report, which was discussed with the Board, and each board member, the CEO and the CFO received feedback on their performance. The overall conclusions of the evaluation were that meetings are well planned, prepared and conducted with an open and constructive dialogue, that board members are professional, diligent, knowledgeable and demonstrate ability to adapt to a volatile world and business landscape, and that the Supervisory Board’s cooperation and dialogue with the Executive Management are characterised by respect and trust. The evaluation also resulted in a list of ideas to improve the Board work and an action plan with specific initiatives for 2024. In addition to the externally facilitated evaluation process, the Chair had a one-to-one conversation with each member of the Board and ExCom. THE WORK OF THE SUPERVISORY BOARD The main topics of discussion at the Supervisory Board meetings in 2023 are presented in the box on page 45. The CEO and CFO always attend the Supervisory Board meetings and, in order to ensure transparency, the members of ExCom are also invited and attend when relevant. This gives the Supervisory Board better insight into the business and exposure to the full group of senior executives. In connection with most Supervisory Board meetings, key people from the Group present a market, a function, a specific risk or other relevant topics. BOARD COMMITTEES The Supervisory Board has established three board committees: the People & Culture (previously Nomination), the Remuneration and the Audit Committee. Each year, the Supervisory Board considers whether the number and scope of the committees are appropriate. Committee members are appointed for one year at a time. The members of the respective committees and their meeting attendance are shown in the tables below and on page 46. THE PEOPLE & CULTURE COMMITTEE The Terms of Reference for the People & Culture Committee are available on www.carlsberggroup.com. In 2023, the Committee had particular focus on: • Changing the name of the Nomination Committee to the People & Culture Committee to reflect the expansion of the Committee remit to cover a more holistic, end-to-end Supervisory Board approach to the Group's people agenda. • Planning the Board's evaluation process, including selecting an external provider. • Reviewing the Specification of Competencies for board members to ensure that they reflect the skills and experiences needed to best support the execution of SAIL'27. • Succession planning at management and Supervisory Board level, including nomination of Jacob Aarup-Andersen as new Chief Executive Officer to replace Cees 't Hart. • Evaluating the composition of ExCom and the composition, structure and size of the Supervisory Board. THE REMUNERATION COMMITTEE The Terms of Reference for the Remuneration Committee are available on www.carlsberggroup.com. In 2023, the main activities of the Remuneration Committee were: • Finalising terms and conditions for Jacob Aarup-Andersen as the new People & Culture Committee meetings Committee member Henrik Poulsen1 (Chair) Carl Bache Richard Burrows Punita Lal1 Majken Schultz Committee meetings attended 1 Independent. Attended meeting. does not represent actual meeting). Did not attend meeting (position of hop leaf Not a Committee member at the time. CARLSBERG GROUP ANNUAL REPORT 2023 GOVERNANCE 45 SUPERVISORY BOARD 2023 MAIN TOPICS OF REVIEW AND DISCUSSION Strategy • The impact, and the consequences for employees and the business, of the war in Ukraine and the Group's exit from Russia, including the sale of the Russian business on 23 June and the subsequent presidential decree on 16 July announcing the temporary transfer of the management of the Russian business. • SAIL'27 and its execution. • The ESG programme Together Towards ZERO and Beyond. • R&D, innovation, brand portfolio and branding initiatives, quality and other strategic priorities. • Organic growth opportunities, including commercial priorities and three-year plans. • Inorganic growth opportunities. • Selected market and function deep dives. • Continued embedding of cost focus, including the Operating Cost Management toolkit. • Capital structure, funding, dividend and share buy-backs. • Organisation, people, succession planning and talent management • Supervisory Board composition. • Succession planning for the executive management, including the hiring of Jacob Aarup-Andersen as new CEO. • The Group's people agenda. • The diversity, equity & inclusion agenda. • The changing of the name of the Nomination Committee to the People & Culture Committee to reflect an expansion of the Committee remit to cover a more holistic, end-to-end Supervisory Board approach to the Group's people agenda. • The update of the Remuneration Policy for recommendation to the AGM. • Bonus structures in incentive programmes, ensuring support of and alignment with SAIL'27. Governance, compliance and risk management • Review of the outcome of the 2022 Board evaluation process, including follow-up on all suggestions in 2023. • Externally facilitated board evaluation. • Compliance risks and set-up, including discussion of compliance- enhancing efforts. • An enhanced enterprise risk management approach and anchoring of the same in the Board. • Internal audit & control reports, working processes and continued improvement. • The IT & cyber security strategy. • Compliance with the upcoming EU sustainability reporting regulation. • Relevant issues and ways of working with the external auditor. • Approval of the external auditor for election at the 2023 AGM. CARLSBERG GROUP ANNUAL REPORT 2023 GOVERNANCE 46 Chief Executive Officer, effective 1 September 2023. effect from the grant made in 2023. • Ensuring a smooth transition from Cees 't Hart to the new CEO and approving the treatment of Cees' terms and conditions in relation to his retirement. • Reviewing the Company's Remuneration Policy to reflect both stakeholder input and external best practice. The revised policy will be up for vote at the forthcoming AGM. • Moving ESG targets into the long- term incentive scheme (LTI) with • Increasing the revenue growth targets in the long-term incentive scheme to reflect our SAIL'27 ambition. • Revising the total shareholder return (TSR) peer group in the LTI scheme to better reflect our most direct global competitors. The work of the Committee is described in more detail in the Remuneration Report, available on www.carlsberggroup.com. Remuneration Committee meetings Committee member Richard Burrows (Chair) Magdi Batato1 Søren-Peter Fuchs Olesen Henrik Poulsen1 1 Independent. Attended meeting. Audit Committee meetings Committee member Lilian Fossum Biner1 (Chair) Mikael Aro1 Magdi Batato1 Richard Burrows Committee meetings attended Committee meetings attended 1 Independent. represent actual meeting). Attended meeting. Did not attend meeting (position of hop leaf does not THE AUDIT COMMITTEE The Terms of Reference for the Audit Committee are available on www.carlsberggroup.com. The Committee members have the relevant financial expertise and necessary experience of the Company’s sector. The Audit Committee works according to the Terms of Reference and a detailed annual meeting plan, which is reviewed and approved by the Supervisory Board prior to the beginning of each financial year. In 2023, the Audit Committee had particular focus on a number of areas, including: • Monitoring the effectiveness of the control environment and overseeing the progress on improving and further developing the effectiveness of the controls over financial reporting. • Monitoring the external financial reporting and accounting judgements, including the accounting treatment of Carlsberg's Russian business and exit, as well as the work of the external auditors. • Monitoring the preparation for implementing the new EU sustainability reporting regulation. • Reviewing the progress of the work of the Group Internal Audit function. • Reviewing the external financial reporting, including the annual reporting. • Reviewing the work regarding Speak Up matters. • Managing financial risk. • Reviewing the risk management process. • Receiving updates on Group tax. • Reviewing succession planning for financial personnel. • Reviewing the Company's reporting against the EU Taxonomy Regulation for sustainable activities. INTERNAL CONTROL AND RISK MANAGEMENT RELATED TO THE FINANCIAL REPORTING PROCESS OVERALL CONTROL ENVIRONMENT The Supervisory Board and ExCom have overall responsibility for the Carlsberg Group’s internal control environment. The Audit Committee is responsible for monitoring the effectiveness of the overall internal control environment and risk management systems, in particular related to the financial reporting process. The Group has a number of policies and procedures in key areas of financial reporting, including the Finance Policy, the Accounting Manual, the Controller Manual, the Use of Auditors Policy, the Chart of Authority, the Risk Management Policy, the Financial Risk Management Policy, the Corporate Governance Policy, the Information Security & Acceptable Use Policy, the Records Management & Personal Data Protection Policy, the Stock Exchange Compliance Policy, the Tax Policy and the Code of Ethics & Conduct. The policies and procedures apply to all subsidiaries, and similar requirements are set out in collaboration with the partners in joint ventures. The Group’s internal control framework for financial reporting is designed to reduce and mitigate financial risks identified and ensure reliable internal and external financial reporting. It defines roles and responsibilities and provides assurance that key risks are covered by internal control activities. While systems and processes are not standardised across all entities, all entities are subject to the same set of internal key controls. The Group continuously seeks to strengthen the internal control environment through further standardisation, increased automation, strong analytics and transparent governance. The internal financial control framework is monitored through entities’ self-assessment of the CARLSBERG GROUP ANNUAL REPORT 2023 GOVERNANCE 47 effectiveness of the implemented controls and continuous testing of performance by the Group’s Internal Control function. The monitoring of the performance of the controls focuses on the adequacy of the controls, their effectiveness and the efficiency of the overall controlling processes. RISK ASSESSMENT In the internal control framework for financial reporting, the Group has identified the risks that could have a direct or indirect material impact on the financial statements. Group entities are required to carry out and document the internal controls defined by the Group to cover the key risks identified. All entities are required to reassess the coverage and effectiveness of their controls biannually and must update changes to the control framework for financial reporting, including new risks and controls. Furthermore, Group entities are required to maintain mapping of risks related to the segregation of duties and implement necessary compensating controls, thereby continuously strengthening the internal control environment and enforcing optimal segregation of duties in the ERP systems. The segregation of duties within the main ERP systems is continuously monitored by the Group’s Internal Control function. CONTROL ACTIVITIES AND MONITORING The Group has implemented a formalised financial reporting process, budget process, estimates and monthly reporting on actual performance. The accounting information reported by all Group companies is reviewed by controllers with regional or functional in-depth knowledge of the individual companies/functions and by technical accounting specialists. Controllers are continuously updated on best practice relating to internal financial controls, and trained in new accounting and reporting requirements. The entities in the Group are dependent on IT systems. Any weaknesses in the system controls or IT environment are compensated for by manual controls to mitigate any significant risk relating to the financial reporting. The quality of processes and associated internal controls is subject to continuous monitoring and testing by the Group’s Internal Control function as well as to regular internal audits. The Audit Committee’s monitoring covers both the internal control environment and business risk. Monitoring of the internal control environment is covered by the Group’s control framework for financial reporting. The financial risks are assessed and reviewed at multiple levels in the Group, including monthly performance review meetings at ExCom level, periodic review of control documentation, and audits performed by Group Internal Audit. GROUP INTERNAL AUDIT Group Internal Audit provides objective and independent assessment of the adequacy, effectiveness and quality of the Group’s internal controls. Group Internal Audit works in accordance with a charter, which is reviewed periodically and approved by the Audit Committee. Taking into account the annual review of business risks (see pages 48-50), an internal audit plan is drawn up for the year. The plan is reviewed and approved by the Audit Committee. In 2023, Group Internal Audit conducted audits mainly in the areas of key operational processes, financial reporting controls, brewery operations, compliance (internal and external regulation) and information technology. In addition, Group Internal Audit continuously assesses the adequacy of actions implemented by management to address previously raised risks and control issues. SPEAK UP The Carlsberg Group has a Speak Up system that enables employees to report misconduct. Reports typically relate to suspected violations of the Carlsberg Code of Ethics & Conduct. The Speak Up system is operated by an external provider and allows concerns to be brought to the attention of the Group Speak Up Review team anonymously, confidentially and via multiple channels. The EU Whistleblowing Directive is currently under adoption in relevant jurisdictions and our system and process are being adapted to it for full compliance. The Speak Up Review team is responsible for reviewing and overseeing all reported Speak Up matters. Furthermore, an Integrity Committee, chaired by the CFO, oversees the follow-up of major Speak Up investigations and provides a report to ExCom and the Audit Committee at least quarterly. The Speak Up Summary report contains an overview of all open and closed investigations during the quarter and the time taken to resolve cases. The Speak Up Review Manual, which clarifies how investigations should be undertaken, is regularly updated to reflect the most recent changes in legislation and new tools used in investigations. In 2023, there was a relaunch of a communication campaign to raise awareness of the various Speak Up channels available and the importance of speaking up. In Q4 2022, a specific sexual harassment awareness and prevention campaign was launched. Similar campaigns will be repeated every year. Since the establishment of the Speak Up system, some reports and their subsequent investigation have led to disciplinary sanctions, including dismissal on the basis of violation of the Code of Ethics & Conduct and/or Group policies. The incidents have not had any material impact on the financial results of the Group. More information regarding the Speak Up system, including reported concerns and disciplinary actions, can be found in the ESG Report. RISK MANAGEMENT MANAGING BUSINESS RISKS CARLSBERG GROUP ANNUAL REPORT 2023 GOVERNANCE 48 In conducting our business and executing our strategy, we seek to manage risks in such a way as to minimise the threats they present. Our business is subject to a number of risks and uncertainties that could have both short-term and long-term implications for the Group. The aim of our risk management approach is to address these risks and uncertainties in due time. GOVERNANCE STRUCTURE The Supervisory Board is ultimately responsible for the risk management framework and its effectiveness. At least once a year, the Board reviews the overall risk matrix. The identified risks, including risk development, are subsequently monitored by the Supervisory Board, ensuring that plans are in place for managing the individual risks, such as strategic, operational, financial and compliance risks. The Supervisory Board may choose to delegate the monitoring of one or more specific risks to a board committee, which then reports back to the Supervisory Board on progress. The Executive Committee (ExCom) is responsible for reviewing the overall risk exposure associated with the Group’s activities and ensuring that appropriate actions are taken. RISK MANAGEMENT PROCESS In 2023, we updated the Group’s risk management process to ensure timely identification and proactive management of risks and uncertainties throughout the year. Risks are assessed according to a two-dimensional heat map that estimates the impact of the risk on operating profit or brand/image and the likelihood of the risk materialising. The risks identified in the heat map represent the most significant current and emerging risks to the company over the next 3-5 years. The identification of current and emerging risks is founded on a systematic bottom-up/top-down approach involving markets, regions and functions. This is complemented with external views, including publicly available whitepapers from leading organisations and enterprises. Local and functional risk assessment workshops follow the same principles and methodology as Group-level risk assessment, and are held at appropriate intervals, or as a minimum on an annual basis. Based on the risk assessment, risks are assessed holistically by ExCom, generally applying a time horizon of up to five years, although some risks may have a longer time horizon. ExCom assigns risk owners, who are responsible for mitigating the risks through a programme of risk management activities. Each key risk is assigned to an ExCom member, who assumes ultimate responsibility for risk mitigation. ExCom conducts half-yearly reviews of the risk heat map and mitigation plans, and also conducts a deep dive into each risk at least once a year. Top risks are presented to and discussed with the Supervisory Board at least once a year. IDENTIFIED RISKS The most significant current risks identified are listed in the box below and elaborated on in the following, including in each case a description of the risk and associated mitigation efforts. MOST SIGNIFICANT CURRENT RISKS • Economic instability/geopolitical tension impacting our trading and operating environment. • Cybercriminal attack with severe financial, regulatory and reputational consequences for our business. • Ability to take price increases being impacted by political sensitivity and retailer resistance. • Breach of or other non-compliance with laws on competition, anti-bribery and corruption, trade sanctions and data protection resulting in significant fines or settlements as well as reputational loss. resulting in loss of sales and customer dissatisfaction. For climate-related risk reporting, see our TCFD reporting on pages 28-29. The risk movement paragraph indicates whether the likelihood of risk has increased, decreased or is unchanged versus last year. In addition to the risks described in the following, other significant risks identified included consumer boycott following inappropriate advertising, unfavourable changes in third-party brand licence agreements, business interruption in the supply chain caused by health and safety issues, breach of standards or lack of processes, and stakeholder actions against the Group due to lack of progress on ESG matters negatively impacting corporate and brand reputation. OTHER EMERGING AND LONG- TERM RISKS Significant potential long-term risks with a time horizon over five years are mostly associated with climate change impact. They include the introduction of a cost of carbon initiative and other regulatory initiatives, potentially impacting profitability through increased costs; physical operational interruptions due to climate change in the value chain, such as water scarcity and/or water quality issues, leading to production interruptions and loss of sales; and storms or flooding causing disruptions at the breweries or in the supply chain, CARLSBERG GROUP ANNUAL REPORT 2023 GOVERNANCE 49 ECONOMIC INSTABILITY/ GEOPOLITICAL TENSION Risk movement Unchanged versus last year. Description Across our regions, the macroeconomic environment is challenged by wars and an increased level of global geopolitical tensions. The wider impact of these challenges may be economic instability, inflation and recession, which all pose a real risk to consumer sentiment and disposable incomes, possibly impacting beer markets negatively. Geopolitical tensions may also ultimately force Carlsberg to exit, restructure or change approach in certain markets. Mitigation Our strategic priorities are well defined, and we will continue to invest in and drive growth for our premium brands, alcohol-free brews and beverages in the Beyond Beer category. As part of Accelerate SAIL, we have defined the specific priorities that we believe will generate volume and value growth in the next 3-5 years. Investing in these priorities will strengthen our market positions in growth markets, such as Vietnam and India, and in mature markets in Western Europe, supporting a more balanced geographical exposure. Our mainstream core beer accounts for 59% of total volume, and this portfolio of strong local power brands acts as an attractive offering in an environment where some consumers may become more price- sensitive. We will also continue to leverage our value management capabilities to support the positive development in revenue/hl. In addition, our well-embedded and rigorous Funding the Journey and performance management culture and transparency on costs through our Operating Cost Management (OCM) tool allow us to quickly adapt to changes in the trading environment, while our low financial leverage and access to short-term financing serve as protection during financial uncertainty. We monitor the global geopolitical situation on an ongoing basis and develop scenarios for intervention in the event that tensions emerge or further evolve. In our scenario analyses, we apply lessons learned from various geographies, including the impact and consequences of the situation in Russia since the outbreak of the war. CYBER AND IT SECURITY Risk movement Unchanged versus last year. Description Like all other businesses, the Carlsberg Group relies heavily on technology and IT infrastructure for its day-to-day business. A cyber attack or non-availability of IT systems could have severe financial, regulatory and reputational consequences for our business. Mitigation Our Chief Information Security Officer (CISO) leads an independent cyber security function within our IT organisation. The CISO coordinates risk mitigation plans and activities with ExCom and the Supervisory Board. As the cyber security threat assessment has intensified in recent years, we have strengthened our protective work to counter the risk. Furthermore, we deploy a wide array of advanced defensive technologies, as well as continuing to embed our risk management framework in all layers of the organisation. We undertake regular testing of our security controls via an ongoing series of technological audits and breach simulations. While the threat landscape remains difficult, especially with the latest geopolitical challenges, we continue to invest in improving our security and mitigation activities. for maintaining our gross margins, we need to restore these in the coming years to ensure sufficient funds to invest in future profitable growth. ABILITY TO TAKE PRICE INCREASES Risk movement Decreased versus last year. Description Although at a lower rate than in 2023, we are expecting further inflation in our cost base in 2024. Political sensitivity and retailer resistance to accepting price increases on consumer goods pose a risk for our ability to take price increases to offset the cost inflation. Mitigation We will assess the need for price increases market by market, taking into consideration all internal cost mitigation actions, the economic situation in the given market, and customers’ and consumers’ ability to cope with price increases. As part of this, we will leverage value management to seek the right promotional and packaging mix, while also utilising the strength of our brand portfolio, particularly our strong local power brands in markets where consumers are less resilient to the inflationary pressure. We will also be transparent in our negotiations with retailers, providing them with an understanding of the total cost inflation impacting our business. As price increases taken in recent years have been insufficient CARLSBERG GROUP ANNUAL REPORT 2023 GOVERNANCE 50 sanctioned entities and that transactions are legal. Mitigation We continuously review and strengthen the Group-wide control framework covering legal compliance areas, including, but not limited to, competition law, anti-bribery & corruption, trade sanctions and data protection, to reflect areas of increased regulatory focus. We regularly review and, where necessary, update relevant Group legal and compliance policies, and conduct compulsory training of all relevant employees. In addition, we have embedded the enhanced third- party screening process, launched in Q3 2022, to reduce bribery and sanctions risks. We actively set a strong tone from the top and work with our managing directors to communicate the importance of compliance and how to mitigate the areas of highest risk in each market. Read more about our compliance efforts in the Living by our Compass section of the ESG Report. LEGAL AND REGULATORY COMPLIANCE Risk movement Unchanged versus last year. Description Legal and regulatory compliance risks include competition law and data protection compliance (GDPR), as well as non-compliance with trade sanctions and anti-bribery & corruption regulations. Failure to comply with regulations and Group policies may lead to fines, claims, and brand and reputation damage. In recent years, the Group has experienced competition-law dawn raids in a few jurisdictions. Non- compliance with competition law is a growing risk due to increased regulatory enforcement and the availability of leniency or a reduction in fines for those who proactively report breaches to the authorities. The Group is party to certain ongoing lawsuits and disputes. These and their significance are described in section 3.4 of the consolidated financial statements. The risk related to trade sanctions is likely to persist, as sanctions imposed on Russia are expected to continue. The Group has continued its enhanced screening requirements to ensure that our counterparties, banks and logistics operators are not SUPERVISORY BOARD SUPERVISORY BOARD CARLSBERG GROUP ANNUAL REPORT 2023 GOVERNANCE 51 HENRIK POULSEN CHAIR MAJKEN SCHULTZ DEPUTY CHAIR MIKAEL ARO MAGDI BATATO LILIAN FOSSUM BINER RICHARD BURROWS EVA VILSTRUP DECKER¹ PUNITA LAL ERIK LUND¹ IVAN NIELSEN¹ OLAYIDE OLADOKUN¹ SØREN-PETER FUCHS OLESEN TENNA SKOV THORSTED¹ ¹ Employee representative. HENRIK POULSEN CHAIR (SINCE 2022) Nationality: Danish Year of birth: 1967 Appointed (until): 2021 (2024) Shareholding (B shares): 3,056 (2022: 3,056) Henrik Poulsen is Senior Advisor to A.P. Moller Holding. He is Deputy Chair of the Board of Directors, a member of the Audit Committee and Chair of the Remuneration Committees of Novo Nordisk. He is Chair of the Board of Directors and Chair of the Nomination and Remuneration Committee at Faerch, and a member of the boards of Directors of Novo Holdings and Bertelsmann SE & Co. Henrik Poulsen has extensive executive and board experience in large international companies, significant financial knowledge and in-depth knowledge of mergers and acquisitions, strategy, risk management, ESG, transformation and innovation. MAJKEN SCHULTZ DEPUTY CHAIR (SINCE 2022) Nationality: Danish Year of birth: 1958 Appointed (until): 2019 (2024) Shareholding (B shares): 150 (2022: 0) Majken Schultz, PhD, is a Professor at Copenhagen Business School and Chair of the Board of Directors of the Carlsberg Foundation. She is actively involved in the Danish business community in a variety of networks and is a founder partner in the CBS board education programme. She is a member of the Danish Committee on Foundation Governance. Majken Schultz has substantial experience and is consulted within the areas of organisational culture, identity and corporate branding. She also has extensive board experience. In addition to her analytical and strategic capabilities, she has a broad international network and expertise. CARLSBERG GROUP ANNUAL REPORT 2023 GOVERNANCE 52 Magdi Batato has international experience and significant expertise within procurement and supply chain operations and efficiency, health & safety and sustainability, including environmental and human rights- related matters. He has extensive knowledge of emerging markets, having held several positions across Asia, the Middle East and Africa. In addition, he has a broad understanding of the assessment and management of business risks. LILIAN FOSSUM BINER Nationality: Swedish Year of birth: 1962 Appointed (until): 2019 (2024) Shareholding (B shares): 350 (2022: 250) Lilian Fossum Biner is a member of the Board of Directors and of the Audit Committee of Alfa Laval, a member of the Board of Directors and of the Audit Committee at Pandora and a member of the Board of Directors of Röko. Lilian Fossum Biner has wide experience from a range of consumer-fronted industries. She has substantial experience of financial management and control, strategic pricing, HR matters and multiple brand strategy. RICHARD BURROWS Nationality: Irish Year of birth: 1946 Appointed (until): 2009 (2024) Shareholding (B shares): 2,040 (2022: 2,040) Richard Burrows has extensive experience of the branded consumer goods sector and wide international business experience. He also has a deep understanding of shareholder and investor relations, and the assessment and mitigation of business risks, and he has worked extensively with developing markets and product innovation. In addition, he has substantial experience of financial management and reporting processes. EVA VILSTRUP DECKER¹ Nationality: Danish Year of birth: 1964 Appointed (until): 2014 (2026) Shareholding (B shares): 68 (2022: 68) Eva Vilstrup Decker is Senior Director Customer Service & Sourcing, Carlsberg Breweries A/S. She is an employee representative on the Board of Carlsberg Breweries A/S. MIKAEL ARO Nationality: Finnish Year of birth: 1965 Appointed (until): 2022 (2024) Shareholding (B shares): 0 (2022: 0) Mikael Aro is Senior Industry Adviser in the private equity firm Triton. He is Chair of the Board of Directors of Kojamo, Caverion, Glamox AS, Geia Foods AS, Flokk AS and Esperi Care Oy, and a member of the Board of Directors of Habeo Group. He is Chair of the Remuneration Committee at Kojamo and Chair of the Audit Committee at Caverion. Mikael Aro has strong experience of the branded beverage sector. He has significant financial knowledge and in-depth knowledge of mergers and acquisitions, business development, logistics, sales and marketing. MAGDI BATATO Nationality: Swiss Year of birth: 1959 Appointed (until): 2018 (2024) Shareholding (B shares): 401 (2022: 201) Magdi Batato is Chair of the IDH board (an NGO specialised in farmers’ livelihoods and overall sustainable value chains), executive in residence at the IMD Business School, Senior Advisor with the Boston Consulting Group and Advisor on the board of o9. PUNITA LAL Nationality: Indian Year of birth: 1962 Appointed (until): 2022 (2024) Shareholding (B shares): 0 (2022: 0) Punita Lal has over 30 years of experience in the consumer packaged goods industry within the areas of strategy, marketing and leadership. She is a member of the Board of Directors and a member of the Audit, Compensation & Management Development and Nominating Committees of DBS Group Bank and a member of the Board of Directors Chair of the Nomination & Remuneration Committee and a member of the Corporate Social Responsibility Committee of Cipla. Punita Lal’s broad experience spans multiple disciplines, geographies and cultures, particularly in Asia. She has strong commercial acumen backed by insights, with deep expertise in the areas of branding, consumer behaviour, product development and portfolio management in the beverage space. CARLSBERG GROUP ANNUAL REPORT 2023 GOVERNANCE 53 ERIK LUND¹ Nationality: Danish Year of birth: 1964 Appointed (until): 2015 (2026) Shareholding (B shares): 54 (2022: 54) SØREN-PETER FUCHS OLESEN Nationality: Danish Year of birth: 1955 Appointed (until): 2012 (2024) Shareholding (B shares): 652 (2022: 652) TENNA SKOV THORSTED¹ Nationality: Danish Year of birth: 1993 Appointed (until): 2022 (2026) Shareholding (B shares): 30 (2022: 11) are/about-the-carlsberg- group/supervisory-board/ Erik Lund is Head Brewer at Carlsberg Research Laboratory. IVAN NIELSEN¹ Nationality: Danish Year of birth: 1964 Appointed (until): 2023 (2026) Shareholding (B shares): 0 (2022: 0) Ivan Nielsen is a brewery worker at Carlsberg Supply Company Danmark A/S, where he is an employee representative on the Board. OLAYIDE OLADOKUN¹ Nationality: British Year of birth: 1986 Appointed (until): 2022 (2026) Shareholding (B shares): 0 (2022: 0) Olayide Oladokun is a Project Leader at the Carlsberg Research Laboratory. Søren-Peter Fuchs Olesen, Professor, DMSc, is CEO of the Danish National Research Foundation. Søren-Peter Fuchs Olesen is a member of the Board of Directors of the Carlsberg Foundation, property companies affiliated to the Carlsberg Foundation and the Carlsberg Research Laboratory. He is Chair of the evaluation committees for visiting scientists at Danmarks Nationalbank and the Nordea Foundation. Søren-Peter Fuchs Olesen has substantial experience of managing knowledge organisations, turning basic science into new products, innovation, planning, funding, investor relations and CSR. Tenna Skov Thorsted is Senior Sustainability Manager at Carlsberg Danmark A/S. She is an employee representative on the Board of Carlsberg Danmark A/S. ¹ Employee representative. The Supervisory Board members’ full CVs, including their skills and competencies, are available online at www.carlsberggroup.com/who-we- EXECUTIVE COMMITTEE OUR SENIOR MANAGEMENT TEAM CARLSBERG GROUP ANNUAL REPORT 2023 GOVERNANCE 54 JACOB AARUP-ANDERSEN GROUP CEO ULRICA FEARN CFO Nationality: Danish Year of birth: 1977 Appointed to ExCom: 2023 Nationality: Swedish Year of birth: 1973 Appointed to ExCom: 2023 JOÃO ABECASIS EXECUTIVE VICE PRESIDENT, ASIA Nationality: Portuguese Year of birth: 1972 Appointed to ExCom: 2019 SØREN BRINCK EXECUTIVE VICE PRESIDENT, GROUP COMMERCIAL AND STRATEGY Nationality: Danish Year of birth: 1974 Appointed to ExCom: 2021 GRAHAM FEWKES EXECUTIVE VICE PRESIDENT, WESTERN EUROPE Nationality: British Year of birth: 1968 Appointed to ExCom: 2014 Jacob joined Carlsberg on 1 September 2023. Prior to joining Carlsberg, Jacob served as CEO of ISS, a global leader in facility management with 350,000 employees operating in 60 countries globally. Prior to ISS, he had executive leadership roles at Danske Bank and Danica Pension. Before that, Jacob worked as an investment professional in firms including TPG- Axon Capital and Goldman Sachs. Jacob is a member of the Board of Directors of SEB Group. Ulrica joined the Carlsberg Group on 1 January 2023. Before joining Carlsberg, Ulrica was CFO of Equinor, Norway. Prior to Equinor, she was Director, Group Finance at BT Group. She began her career at Diageo, where she spent almost 20 years in various senior finance and other management roles across Europe, APAC and the USA. Ulrica is a member of the Board of Directors of Capgemini. João joined the Carlsberg Group in 2011 as CCO and later CEO of Super Bock, our associate in Portugal. In 2016, he became Vice President for smaller markets in the Western Europe region. He has also served as interim Managing Director of Carlsberg Danmark. In 2017, he became Managing Director of our French business, Kronenbourg. He became CCO and a member of ExCom in 2019. Earlier in his career, João held a range of sales and marketing roles at Unilever. Søren joined Carlsberg’s commercial team in 2005. During his career at Carlsberg, he has held various management positions at Group, regional and market level. From 2009 to 2019, he was Managing Director in Denmark, Norway and Greece, and after that he was SVP, Asia. Before joining Carlsberg, Søren worked as a consultant at Accenture and was a manager at Arla Foods. Graham joined the Carlsberg Group as Vice President Commercial, Asia in 2008, before becoming SVP of Group Sales, Marketing & Innovation in 2014. Prior to his current role, he served as EVP, Asia from 2015 to 2021. Graham has strong experience in the global drinks business, having served in a wide range of international sales and marketing roles for Grand Metropolitan plc, Foster’s Brewing Group and S&N plc. CARLSBERG GROUP ANNUAL REPORT 2023 GOVERNANCE 55 LARS LEHMANN EXECUTIVE VICE PRESIDENT, CENTRAL & EASTERN EUROPE Nationality: Danish Year of birth: 1966 Appointed to ExCom: 2019 VICTOR SHEVTSOV EXECUTIVE VICE PRESIDENT, SUPPLY CHAIN Nationality: Russian Year of birth: 1970 Appointed to ExCom: 2021 Lars joined the Carlsberg Group in 2003 as Commercial Development Director. Since then, he has held several management positions, including VP, Commercial for Eastern Europe & BBH and head of Export, License & Duty Free. In 2016, he became Managing Director of Carlsberg Malaysia. Prior to joining Carlsberg, Lars was with Action Nordic and Unilever Denmark. Victor joined Carlsberg from PepsiCo in 2015 as Vice President for our supply chain in Asia. Victor’s solid end-to-end supply chain expertise has been accrued through various supply chain roles, including several operative and strategy roles within supply chain across Europe and Sub- Saharan Africa during his 20 years with PepsiCo. Prior to PepsiCo, Victor worked for Siemens. SHARE INFORMATION INFORMATION FOR SHAREHOLDERS CARLSBERG GROUP ANNUAL REPORT 2023 GOVERNANCE 56 Carlsberg A/S is listed on Nasdaq Copenhagen. The Company has around 56,000 registered shareholders. The Company has two share classes: Carlsberg A and Carlsberg B. An A share carries 20 votes, while a B share carries two votes and is entitled to a preferential dividend. The B share is included in the Nasdaq OMX Nordic Large Cap and OMXC20 blue-chip indices. As a supplement to its Copenhagen listing, the Company has established a sponsored level 1 ADR (American Depository Receipt) programme with J.P. Morgan. The ADRs trade over- the-counter in the USA under the symbol CABGY. More information on the ADR programme is available on our investor website. MAJOR SHAREHOLDERS At 31 December 2023, the Company’s largest shareholder was CARLSBERG B SHARE 2023 (DKK) SHAREHOLDER GEOGRAPHIC SPLIT (excluding the Carlsberg Foundation and treasury shares) the Carlsberg Foundation with 29% of the capital and 77% of the votes. In accordance with section 29 of the Danish Securities Trading Act, Massachusetts Financial Services Company (Boston, USA) has notified Carlsberg that it owns more than 5% of the share capital. SHAREHOLDER RETURN The Carlsberg Group’s dividend policy stipulates an adjusted payout ratio of around 50%. In addition, the Company conducted share buy-backs amounting to DKK 3.2bn in 2023. For more information, see page 10. INVESTOR RELATIONS The Carlsberg Group aims to give shareholders and the market the best possible insight into factors considered relevant for ensuring market-efficient and fair pricing of the Company’s shares. This is achieved through the quality, consistency and continuity of the information provided to the market, which is handled by the Group’s Investor Relations department. We observe a four-week silent period prior to the publication of the annual and half-year reports, and a two-week silent period prior to the Q1 and Q3 trading statements. GROUP WEBSITE www.carlsberggroup.com provides comprehensive information about the Group and its shares and bonds, including Company announcements, annual and half-year financial statements and quarterly trading statements, share prices and financial data, investor presentations, webcasts and transcripts, and a financial and event calendar. At the end of 2023, a total of 29 brokers had coverage of the Company. The analysts’ names and consensus estimates can be found on the website. 1,200 1,100 1,000 900 800 700 600 n a J b e F r a M r p A y a M n u J l u J g u A p e S t c O v o N c e D Other 20% DK 17% UK 13% US 50% Share information Number of issued shares¹ Number of issued shares, excl. treasury shares¹ Carlsberg Foundation Votes per share Par value Share class A B Total 33,699,252 103,657,554 137,356,806 33,699,252 100,415,064 134,114,316 33,073,534 7,350,384 40,423,918 20 2 DKK 20 DKK 20 Share price, year-end DKK 1,120.0 DKK 846.8 Proposed dividend per share DKK 27.0 DKK 27.0 ¹ At 31 December 2023. Financial calendar 2024 Event Annual General Meeting Q1 trading statement H1 interim financial statement Q3 trading statement Date 11 March 30 April 14 August 31 October Forward-looking statements CARLSBERG GROUP ANNUAL REPORT 2023 FORWARD-LOOKING STATEMENTS 57 FORWARD-LOOKING STATEMENTS AND ESEF This Annual Report contains forward-looking statements, including statements about the Group’s sales, revenues, earnings, spending, margins, cash flow, inventory, products, actions, plans, strategies, objectives and guidance with respect to the Group's future operating results. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words “believe, anticipate, expect, estimate, intend, plan, project, will be, will continue, will result, could, may, might”, or any variations of such words or other words with similar meanings. Any such statements are subject to risks and uncertainties that could cause the Group’s actual results to differ materially from the results discussed in such forward-looking statements. Prospective information is based on management’s then current expectations or forecasts. Such information is subject to the risk that such expectations or forecasts, or the assumptions underlying such expectations or forecasts, may change. The Group assumes no obligation to update any such forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward- looking statements. Some important risk factors that could cause the Group’s actual results to differ materially from those expressed in its forward-looking statements include, but are not limited to: economic and geopolitical uncertainty (including interest rates and exchange rates), financial and regulatory developments, demand for the Group’s products, increasing industry consolidation, competition from other breweries, the availability and pricing of raw materials and packaging materials, cost of energy, production- and distribution-related issues, information technology failures, breach or unexpected termination of contracts, market- driven price reductions, market acceptance of new products, changes in consumer preferences, launches of rival products, stipulation of fair value in the opening balance sheet of acquired entities, litigation, environmental issues and other unforeseen factors. New risk factors can arise, and it may not be possible for management to predict all such risk factors, nor to assess the impact of all such risk factors on the Group’s business or the extent to which any individual risk factor, or combination of factors, may cause results to differ materially from those contained in any forward- looking statement. Accordingly, forward-looking statements should not be relied on as a prediction of actual results. ESEF data Domicile of entity Description of nature of entity’s operations and principal activities Country of incorporation Principal place of business Legal form of entity Denmark Brewing company Denmark Global A/S Name of reporting entity or other means of identification Carlsberg A/S Address of entity's registered office Phone number Corporate website CVR No. 1 J. C. Jacobsens Gade 1799 Copenhagen V +45 3327 3300 www.carlsberggroup.com 61056416 Consolidated financial statements CONSOLIDATED FINANCIAL STATEMENTS CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 58 CONSOLIDATED FINANCIAL STATEMENTS Income statement ................................... 59 Statement of comprehensive income ......................................................... 59 Statement of financial position ......... 60 Statement of changes in equity ........ 61 Statement of cash flows ...................... 62 Notes ............................................................ 63 PARENT COMPANY FINANCIAL STATEMENTS Statements .............................................. 133 Notes ......................................................... 136 REPORTS Management statement ................... 143 Auditor’s reports ................................... 144 SECTION 1 OPERATING ACTIVITIES 1.1 Segmentation of operations ..................65 1.2 Operating expenses and inventories....................................................68 1.3 Foreign exchange risk related to earnings ........................................................70 1.4 Cash flow from operating activities ........................................................71 1.5 Trade and other receivables ..................72 SECTION 2 ASSET BASE AND RETURNS 2.1 Segmentation of assets and returns ...........................................................76 2.2 Impairment ..................................................77 2.3 Intangible assets and property, plant and equipment ................................82 SECTION 3 SPECIAL ITEMS, PROVISIONS AND OTHER LIABILITIES 3.1 Special items ...............................................86 3.2 Provisions .....................................................87 3.3 Other liabilities ...........................................88 3.4 Contingent liabilities .................................88 SECTION 4 FINANCING COSTS, CAPITAL STRUCTURE AND EQUITY 4.1 Financial income and expenses ............91 4.2 Financial assets and liabilities ...............92 4.3 Net interest-bearing debt .......................92 4.4 Capital structure ........................................92 4.5 Borrowings and cash................................95 4.6 Interest rate risk .........................................96 4.7 Foreign exchange risk related to net investments and financing activities ........................................................97 4.8 Funding and liquidity risk ........................99 4.9 Derivative financial instruments......... 101 SECTION 7 STAFF COSTS AND REMUNERATION 7.1 Staff costs ................................................. 114 7.2 Remuneration .......................................... 115 7.3 Share-based payments ........................ 115 7.4 Retirement benefit obligations and similar obligations ......................... 117 SECTION 8 OTHER DISCLOSURE REQUIREMENTS 8.1 Earnings per share ................................. 120 8.2 Fees to auditors ...................................... 121 8.3 Related parties ........................................ 121 8.4 Events after the reporting period ...... 121 SECTION 5 DISCONTINUED OPERATIONS, ACQUISITIONS, DISPOSALS AND ASSOCIATES 5.1 Discontinued operations ....................... 103 5.2 Investment model and risks ................ 106 5.3 Acquisitions and disposals ................... 107 5.4 Contingent considerations ................... 109 5.5 Associates ................................................. 110 SECTION 6 TAX 6.1 Income tax ................................................ 111 6.2 Tax assets and liabilities ...................... 113 SECTION 9 BASIS FOR PREPARATION 9.1 Significant accounting estimates and judgements ...................................... 122 9.2 General accounting policies ................ 122 9.3 Changes in accounting policies .......... 126 9.4 New legislation ....................................... 126 9.5 New segmentation 2024 ..................... 127 SECTION 10 GROUP COMPANIES 10 Group companies.................................... 129 ¹ The segmented quarterly information on page 128 is . part of the Management review. CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 59 INCOME STATEMENT STATEMENT OF COMPREHENSIVE INCOME DKK million Revenue Cost of sales Gross profit Sales and distribution expenses Administrative expenses Other operating activities, net Share of profit after tax of associates Operating profit before special items Special items, net Financial income Financial expenses Profit before tax Income tax Profit from continuing operations Loss from discontinued operations¹ Profit for the period Attributable to Non-controlling interests Shareholders in Carlsberg A/S (net profit) DKK Earnings per share Earnings per share of DKK 20 (EPS) Continuing operations Discontinued operations Diluted earnings per share of DKK 20 (EPS-D) Continuing operations Discontinued operations 2023 73,585 -40,753 32,832 -18,355 -4,077 124 581 11,105 -431 695 -1,539 9,830 -1,859 7,971 -47,748 -39,777 2022 DKK million 70,265 -38,198 32,067 -17,337 -4,229 68 901 Profit for the period Other comprehensive income Retirement benefit obligations Income tax Items that will not be reclassified to the income statement Foreign exchange adjustments of foreign entities 11,470 Fair value adjustments of hedging instruments -784 347 -1,072 9,961 -1,778 8,183 Income tax Items that will be reclassified to the income statement Other comprehensive income Total comprehensive income Attributable to -8,075 Non-controlling interests 108 Shareholders in Carlsberg A/S Total comprehensive income for the period arises from 1,011 -40,788 1,171 Continuing operations -1,063 Discontinued operations Total comprehensive income Section 2023 -39,777 2022 108 7.4 6.1 4.1 4.1 6.1 -73 -28 -101 37,781 920 -44 38,657 38,556 -1,221 753 -1,974 6,297 -7,518 -1,221 586 -73 513 -3,926 -759 100 -4,585 -4,072 -3,964 603 -4,567 6,944 -10,908 -3,964 Section 1.1 1.2.1 1.2.2 1.2.3 5.5 3.1 4.1 4.1 6.1 5.1 1.1 8.1 -299.7 51.1 -350.8 -299.7 51.0 -350.8 -7.6 50.1 -57.7 -7.6 50.0 -57.7 ¹ The discontinued operation in Russia was deconsolidated as of July 2023, cf. section 5.1. STATEMENT OF FINANCIAL POSITION CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 60 DKK million ASSETS Non-current assets Intangible assets Property, plant and equipment Investments in associates Receivables Tax assets Total non-current assets Current assets Inventories Trade receivables Tax receivables Other receivables Prepayments Deposits and securities Cash and cash equivalents Current assets Assets in discontinued operations¹ Total current assets Total assets Section 31 Dec. 2023 31 Dec. 2022 DKK million Section 31 Dec. 2023 31 Dec. 2022 2.2, 2.3 2.2, 2.3 5.5 1.5 6.2 1.2.1 1.5 1.5 4.5.2 4.5.2 5.1 EQUITY AND LIABILITIES Equity Share capital Reserves Retained earnings Equity, shareholders in Carlsberg A/S Non-controlling interests 49,100 24,405 5,437 881 1,810 49,223 23,679 5,523 936 1,731 81,633 81,092 Total equity 5,811 5,102 356 2,476 835 2,236 13,382 30,198 - 30,198 111,831 5,718 5,067 Non-current liabilities Borrowings Retirement benefit obligations 214 Tax liabilities 2,505 964 Provisions Other liabilities - Total non-current liabilities 8,163 22,631 11,618 34,249 115,341 Current liabilities Borrowings Trade payables Deposits on returnable packaging materials Provisions Tax payables Other liabilities Current liabilities Liabilities in discontinued operations¹ Total current liabilities Total liabilities Total equity and liabilities 4.4.3 2,747 -2,819 23,306 23,234 2,515 25,749 4.3, 4.5.1 30,763 7.4 6.2 3.2 3.3 4.3, 4.5.1 3.2 3.3 5.1 1,387 4,823 1,565 314 38,852 8,338 22,159 1,717 944 1,052 13,020 47,230 - 47,230 86,082 111,831 2,837 -41,711 70,776 31,902 2,820 34,722 22,865 1,557 4,841 2,304 305 31,872 5,781 21,917 1,627 807 1,012 13,503 44,647 4,100 48,747 80,619 115,341 ¹ The discontinued operation in Russia was deconsolidated as of July 2023, cf. section 5.1. CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 61 STATEMENT OF CHANGES IN EQUITY DKK million 2023 Equity at 1 January Profit for the period Other comprehensive income Total comprehensive income for the period Cancellation of treasury shares Share-based payments Dividends paid to shareholders Share buy-back Non-controlling interests Total changes in equity Equity at 31 December Section Shareholders in Carlsberg A/S 4.4.4 4.4.2 7.3 4.4.3 4.4.3 Share capital Currency translation¹ Hedging reserves¹ Total reserves 2,837 -40,889 - - - -90 - - - - - 38,250 38,250 - - - - - -822 - 642 642 - - - - - -41,711 - 38,892 38,892 - - - - - -90 2,747 38,250 -2,639 642 -180 38,892 -2,819 Retained earnings 70,776 -40,788 -78 -40,866 90 129 -3,695 -3,200 72 -47,470 23,306 Non- controlling interests 2,820 1,011 -258 753 - 1 -1,149 - 90 -305 2,515 Total 31,902 -40,788 38,814 -1,974 - 129 -3,695 -3,200 72 -8,668 23,234 Total equity 34,722 -39,777 38,556 -1,221 - 130 -4,844 -3,200 162 -8,973 25,749 ¹ Prior to the deconsolidation of the discontinued operation in Russia, the related accumulated currency translation and hedging reserves within equity represented losses of DKK 40.9bn and DKK 0.5bn respectively (31 December 2022: losses of DKK 39.7bn and DKK 0.6bn). Following the deconsolidation, the amounts were reclassified from equity to the income statement and included in loss from discontinued operations. DKK million 2022 Equity at 1 January Profit for the period Other comprehensive income Total comprehensive income for the period Cancellation of treasury shares Share-based payments Dividends paid to shareholders Share buy-back Non-controlling interests Total changes in equity Equity at 31 December Section Shareholders in Carlsberg A/S 4.4.4 4.4.2 7.3 4.4.3 4.4.3 Share capital Currency translation Hedging reserves 2,905 -37,198 - - - -68 - - - - - -3,691 -3,691 - - - - - -493 - -329 -329 - - - - - Total reserves -37,691 - -4,020 -4,020 - - - - - -68 2,837 -3,691 -40,889 -329 -822 -4,020 -41,711 Retained earnings 80,283 -1,063 516 -547 68 97 -3,389 -4,400 -1,336 -9,507 70,776 Non- controlling interests 3,259 1,171 -568 603 - - -1,042 - - -439 2,820 Total 45,497 -1,063 -3,504 -4,567 - 97 -3,389 -4,400 -1,336 -13,595 31,902 Total equity 48,756 108 -4,072 -3,964 - 97 -4,431 -4,400 -1,336 -14,034 34,722 CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 62 STATEMENT OF CASH FLOWS DKK million Operating profit before special items Depreciation, amortisation and impairment losses Operating profit before depreciation, amortisation and impairment losses Section 2.3 Other non-cash items Change in trade working capital Change in other working capital Restructuring costs and other special items paid Interest etc. received Interest etc. paid Income tax paid Cash flow from operating activities Acquisition of property, plant and equipment and intangible assets Disposal of property, plant and equipment and intangible assets Change in on-trade loans Total operational investments Free operating cash flow Acquisition and disposal of subsidiaries, net Acquisition and disposal of associates, net Acquisition and disposal of financial investments, net Change in financial receivables Dividends received Total financial investments Cash flow from investing activities Free cash flow Shareholders in Carlsberg A/S Share buy-back Non-controlling interests External financing Cash flow from financing activities Net cash flow from continuing operations Net cash flow from discontinued operations¹ Net cash flow Cash and cash equivalents at 1 January Cash and cash equivalents included in discontinued operations at 1 January Foreign exchange adjustment of cash and cash equivalents Cash and cash equivalents included in discontinued operations 1.4 2.3 1.5 5.3 5.3 4.5.2 4.4.3 4.4.3 4.4.3 4.5.1 5.1 2023 11,105 4,074 15,179 -499 698 -780 -552 329 -602 -2,166 11,607 -4,243 115 -10 -4,138 7,469 -822 -7 -2,248 -26 512 -2,591 -6,729 4,878 -3,695 -3,200 -1,106 9,371 1,370 6,248 -994 5,254 8,163 1,194 -1,229 - Cash and cash equivalents at 31 December 4.5.2 13,382 ¹ The discontinued operation in Russia was deconsolidated as of July 2023, cf. section 5.1. 2022 11,470 4,187 15,657 -867 1,908 -465 -171 213 -1,223 -2,103 12,949 -4,018 414 129 -3,475 9,474 - -48 -20 196 282 410 -3,065 9,884 -3,389 -4,400 -1,042 -1,128 -9,959 -75 1,771 1,696 8,344 - -683 -1,194 8,163 SECTION 1 OPERATING ACTIVITIES 73.6bn REVENUE (DKK) Revenue grew by 4.7% to DKK 73,585m (2022: DKK 70,265m). Revenue growth was primarily driven by price increases across markets, taken in order to offset the significant cost increases, and supported by a positive product mix. The negative currency impact related in particular to the Chinese, Laotian, Indian, Ukrainian, Norwegian and Swedish currencies. The acquisition impact related to the acquisition of Waterloo Brewing in Canada. REVENUE DEVELOPMENT (%) CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 63 44.6% GROSS MARGIN Although gross profit/hl increased by 3%, the gross margin declined by 100bp to 44.6% due to increased cost of sales from higher input and energy costs and higher salaries. 11.1bn OPERATING PROFIT (DKK) Operating expenses increased by 4% due to increased marketing and sales investments, while administrative expenses declined. Total operating expenses as a percentage of revenue declined by 20bp. The share of profit after tax of associates declined by DKK 320m, mainly due to lower property income in Carlsberg Byen and certain one-off expenses in associates in Asia. Operating profit before depreciation, amortisation and impairment losses (EBITDA) declined by 3.1% to DKK 15,179m. The EBITDA margin declined by 170bp to 20.6%, impacted by the lower gross margin, higher operating expenses and currencies. Group operating profit declined by 3.2% to DKK 11,105m, again due to the negative currency impact, which offset the organic growth of 5.2%. The currency impact primarily related to the Chinese, Laotian, Ukrainian and Norwegian currencies. The operating margin declined by 120bp to 15.1%, mainly due to the lower gross margin and increased marketing investments. OPERATING PROFIT DEVELOPMENT (DKKbn) 8.0bn PROFIT FROM CONTINUING OPERATIONS (DKK) Special items, net, amounted to DKK -431m (2022: DKK -784m). Special items are detailed in section 3.1. Financial items, net, amounted to DKK -844m (2022: DKK -725m). Excluding currency gains and losses, financial items, net, amounted to DKK -693m (2022: DKK -506m). The increase was mainly due to higher average funding costs, higher net interest-bearing debt and factoring fees. Net currency losses mainly related to the strengthening of the EUR/DKK and conversion costs for the Laotian kip. Financial items are detailed in section 4.1. Tax totalled DKK -1,859m (2022: DKK -1,778m). The effective tax rate was impacted by certain non-recurring items, including adjustments related to prior years and the deconsolidation of the Russian business. Tax is detailed in section 6.1. Profit for the period, continuing operations, was DKK 7,971m (2022: DKK 8,183m). 2019-2020 including Russia. 2021-2023 excluding Russia. 9.2%0.6%-5.1%2022OrganicAcq.FX202356606468727680201920202021202220230.02.04.06.08.010.012.0CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 64 The Carlsberg Group’s share of profit for the period was DKK -40,788m (2022: DKK -1,063m), impacted by the deconsolidation of the Russian business. See section 5.1 for further details. Non-controlling interests’ share of profit for the period was DKK 1,011m (2022: DKK 1,171m). 54.6 EARNINGS PER SHARE, CONTINUING OPERATIONS, ADJUSTED (DKK) Adjusted earnings per share for continuing operations declined by 2.0% to DKK 54.6 (2022: DKK 55.7). Adjusted earnings per share were supported by the share buy-back programmes. Earnings per share were DKK -299.7 due to the deconsolidation of the Russian business. EARNINGS PER SHARE, CONTINUING OPERATIONS (DKK) 11.6bn OPERATING CASH FLOW (DKK) Cash flow from operating activities amounted to DKK 11,607m (2022: DKK 12,949m). The change in trade working capital was DKK +698m (2022: DKK +1,908m), mainly impacted by the increase in trade payables. Average trade working capital to revenue for the year was -20.3% (2022: -21.5%). The change in other working capital was DKK -780m (2022: DKK -465m), impacted by the payment of a competition fine in Germany. Restructuring costs and other special items paid of DKK -552m (2022: DKK -171m) were impacted by the termination of the Kronenbourg 1664 licensee agreement in the UK. Net interest etc. paid amounted to DKK -273m (2022: DKK -1,010m). The improvement was mainly due to gains on the settlement of financial instruments. Corporation tax paid was DKK -2,166m (2022: DKK -2,103m). 4.9bn FREE CASH FLOW (DKK) Free cash flow amounted to DKK 4,878m (2022: DKK 9,884m), while free operating cash flow amounted to DKK 7,469m (2022: DKK 9,474m). Free cash flow was negatively impacted in 2023 by the placement of cash in deposits not meeting the definition of cash and cash equivalents. Operational investments totalled DKK -4,138m (2022: DKK -3,475m). Acquisition of property, plant and equipment and intangible assets (CapEx) amounted to DKK -4,243m (2022: DKK -4,018m). Total financial investments amounted to DKK -2,591m (2022: DKK +410m), mainly attributable to the considerations related to the acquisition of Waterloo Brewing in Canada and the placement of cash in deposits. FREE CASH FLOW (DKKbn) EPS, continuing operations EPS-A, continuing operations 2019-2020 including Russia. 2021-2023 excluding Russia. Free operating cash flow Free cash flow 20192020202120222023010203040506020192020202120222023024681012CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 65 Western Europe 37,317 -32,643 307 4,981 Asia 23,288 -18,329 249 5,208 Central & Eastern Europe 12,959 -10,756 21 2,224 21 -1,287 - -1,266 Not allocated Beverages, total Non- beverage Carlsberg Group, total 73,585 -63,015 577 11,147 -416 -803 9,928 -1,983 7,945 -47,748 -39,803 15.1% 70,265 -59,627 675 11,313 -794 -714 9,805 -1,844 7,961 -8,075 -114 16.1% - -46 4 -42 -15 -41 -98 124 26 - 26 - -69 226 157 10 -11 156 66 222 - 222 73,585 -63,061 581 11,105 -431 -844 9,830 -1,859 7,971 -47,748 -39,777 15.1% 70,265 -59,696 901 11,470 -784 -725 9,961 -1,778 8,183 -8,075 108 16.3% 13.3% 22.4% 17.2% 34,888 -30,245 323 4,966 23,682 -18,553 306 5,435 11,679 -9,415 18 2,282 16 -1,414 28 -1,370 14.2% 22.9% 19.5% Segmentation of income statement DKK million 2023 Revenue Total cost Share of profit after tax of associates Operating profit before special items Special items, net Financial items, net Profit before tax Income tax Profit from continuing operations Loss from discontinued operations Profit for the period Operating margin 2022 Revenue Total cost Share of profit after tax of associates Operating profit before special items Special items, net Financial items, net Profit before tax Income tax Profit from continuing operations Loss from discontinued operations Profit for the period Operating margin SECTION 1.1 SEGMENTATION OF OPERATIONS The segmentation used in the Annual Report 2023 is unchanged from 2022. Since the acquisition, Waterloo Brewing in Canada has been included in Central & Eastern Europe, and Jing-A Group in China has been included in Asia, cf. section 5.3. REVENUE The Group’s revenue arises primarily from the sale of beverages to its customers. In 2023, total revenue was positively impacted by improved revenue/hl growth driven by price increases across all markets in order to offset the significant cost increases. This was supported by a positive product mix. Reported revenue growth was partly offset by a negative currency impact. Other revenue by category is sales of products other than beverages that do not drive any volume, such as merchandise, services and by- products. In aggregate, other revenue accounts for around 1% of Group total revenue and is therefore not considered material. Not allocated revenue, DKK 21m (2022: DKK 16m), consisted of DKK 750m (2022: DKK 733m) in revenue and DKK -729m (2022: DKK -717m) from eliminations of sales between the geographical segments. The distribution of revenue between beer and other beverages relative to volumes is largely the same across regions. Revenue by category Revenue and excise duties DKK million Beer revenue Other beverages Other revenue Total DKK million 2023 2022 2023 54,312 18,277 996 2022 51,825 17,569 871 Excise duties 73,585 70,265 Revenue Revenue, including excise duties 97,740 -24,155 73,585 95,147 -24,882 70,265 CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 66 SECTION 1.1 (CONTINUED) SEGMENTATION OF OPERATIONS Geographical allocation of revenue DKK million 2023 2022 Denmark (Carlsberg A/S’ domicile) China United Kingdom Other countries Total 4,919 13,354 7,902 47,410 73,585 4,487 13,781 7,070 44,927 70,265 VOLUMES The organic decline in total volumes was the result of lower volumes in Western Europe and Central & Eastern Europe while Asia continued the volume growth from last year. Reported volume was positively affected by the acquisition of Waterloo Brewing. OPERATING PROFIT BEFORE SPECIAL ITEMS Not allocated operating profit before special items, DKK -1,266m (2022: DKK -1,370m), related to central costs not managed by the regions, including costs of developing branding activities to support the strategic initiatives and general costs of centralised functions. Group operating profit declined by 3.2%, negatively affected by currency impact. Organic growth in operating profit was 5.2%. OPERATING MARGIN The operating margin declined to 15.1% compared to 16.3% in 2022. The decline was due to lower gross margin and increased marketing investments. NON-CONTROLLING INTERESTS The Group’s non-controlling interests consist of Lao Brewery, Carlsberg Chongqing Breweries Group, Carlsberg Malaysia Group and Carlsberg Marston’s Brewing Group, as well as other non- controlling interests, primarily in the Asia region. Non-controlling interests are not individually material to the Group’s total profit. CHANGES TO THE SEGMENTATION IN 2024 The Group’s regional structure was changed effective 1 January 2024, with the aim of rebalancing the size of the regions after our exit from Russia. As a result of this change, the operation in Carlsberg India and the investment in Gorkha Brewery in Nepal will move from the Asia region to the renamed Central & Eastern Europe and India (CEEI) region. At the same time, Carlsberg Shared Services will move from Not allocated to Western Europe as it mainly provides services to the markets in this region. Please refer to section 9.5 for further disclosures. ACCOUNTING ESTIMATES AND JUDGEMENTS The Group considers all terms and activities in contracts with customers in order to determine the performance obligation, the transaction price and the allocation of the transaction price. If the consideration in a contract includes a variable amount, the Group estimates the consideration to which it will be entitled in exchange for transferring goods to the customer. The variable consideration is estimated at contract inception based on expected sales volumes using historical and year-to-date sales data and other information about trading with the individual customer or with a group of customers. The Group estimates discounts using either the expected value method or the most likely amount method, depending on which method better predicts the amount of consideration to which it will be entitled. The most likely amount method is used for contracts with a single contract sum, while the expected value method is used for contracts with more than one threshold because of the complexity and the activities agreed with the individual customer. Certain contracts related to specific major events that are held within such a short time period that it is not possible to sell all the goods during the event (e.g. football matches) give the customer the right to return the goods within a specified period. Group financial performance Volumes (million hl) Beer Other beverages Total volume DKK million Revenue Operating profit Operating margin (%) 2022 101.0 24.4 125.4 70,265 11,470 16.3 Change Organic Acq., net -0.4% -0.9% -0.5% 0.3% 0.0% 0.2% FX - - - 9.2% 5.2% 0.6% -0.2% -5.1% -8.2% 2023 101.0 24.1 125.1 73,585 11,105 15.1 Change Reported -0.1% -0.9% -0.3% 4.7% -3.2% -120bp CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 67 SECTION 1.1 (CONTINUED) SEGMENTATION OF OPERATIONS The Group uses the expected value method to estimate the goods that will not be returned, as this method best predicts the amount of variable consideration to which the Group will be entitled. For goods that are expected to be returned, the Group recognises a refund liability instead of revenue. Management makes judgements when deciding whether supporting activities with customers should be classified as a discount or a marketing expense. Generally, activities with an individual customer are accounted for as a discount, whereas costs related to broader marketing activities are classified as marketing expenses. Whether the Group is acting as a principal or an agent is assessed by management on a country-by-country basis. The Group has concluded that it acts as the principal in its revenue arrangements because it controls the goods before transferring them to the customer. Excise duties, taxes and fees The classification of duties, taxes and fees paid to local authorities or brewery organisations etc. requires judgements on the classification to be made by management. Locally imposed duties, taxes and fees are typically based on product type, alcohol content, consumption of certain raw materials, such as glue, plastic or metal in caps, and energy consumption. These are classified as either sales- or production-related. Excise duties are generally imposed by the tax authorities as taxes on consumption and are collected by the Group on behalf of the authorities when the goods are transferred to the customers and thereby ready for consumption. Taxes and fees related to the input/use of goods in production, distribution etc. are recognised as part of the cost of the goods or services purchased. The type of authority or organisation imposing the duty, tax or fee and the objective of this are key factors when determining the classification. ACCOUNTING POLICIES Revenue Recognition and measurement Revenue from contracts with customers comprises sales of goods, royalty income, rental income from non-stationary equipment, service fees and sales of by-products. Revenue from the sale of own-produced finished goods, goods for resale (third-party products) and by- products is recognised at the point in time when the control of goods and products is transferred to the customer, which is generally upon delivery. For contracts providing the customer with a right of return within a specified period, the Group considers the timing of recognition. Revenue from sales- or usage-based royalties is recognised when (a) the customer subsequently sells or uses the goods, or (b) the performance obligation to which some or all of the sale- or usage-based royalty has been allocated is satisfied (or partially satisfied), whichever is later. Revenue from contracts with customers is measured at an amount that reflects the expected consideration for those goods. Amounts disclosed as revenue exclude discounts, VAT and excise duties collected on behalf of authorities. The Group considers whether contracts include separate performance obligations to which a portion of the transaction price needs to be allocated. In determining the transaction price, the Group considers the effects of variable consideration. No element of financing is deemed present, as payment is generally made on the basis of cash on delivery or up to 30 days of credit. Variable consideration The Group offers various discounts depending on the nature of the customer and business. Discounts comprise off-invoice discounts, volume- and activity-related discounts, including specific promotion prices offered, and other discounts. Furthermore, discounts include the difference between the present value and the nominal amount of on-trade loans to customers, cf. section 1.5. Off-invoice discounts arise from sales transactions where the customer immediately receives a reduction in the sales price. This also includes cash discounts and incentives for early payments. Volume- and activity-related discounts is a broad term covering incentives for customers to sustain business with the Group over a longer time and may be related to a current campaign or a sales target measured in volumes or total value. Examples include discounts paid as a lump sum, discounts for meeting certain sales targets or progressive discounts offered in step with increasing sales to a customer. Other discounts include listing fees, i.e. fees for certain listings on shelves, in coolers or in favourable store locations, as specific promotions of this nature are closely related to the volumes sold. Segment information The Group’s beverage activities are segmented according to the three geographical regions where sales take place. These regions make up the Group’s reportable segments. The segmentation reflects the geographical and strategic management, decision and reporting structure applied by the Executive Committee for monitoring the Group’s strategic and financial targets. Segments are managed based on business performance measured as operating profit before special items. Not allocated comprises income and expenses incurred for ongoing support of the Group’s overall operations and strategic development. The expenses include costs of running central functions and marketing, such as global sponsorships. The non-beverage segment, comprising research and real estate activities, is managed separately and therefore shown separately instead of geographically segmented. The geographical allocation of revenue and non- current assets is based on the selling entities’ domicile and comprises countries individually accounting for more than 10% of the Group’s consolidated revenue as well as the domicile country. Decisions on restructuring, acquisition and divestment of entities included in special items as well as on financing (financial income and expenses) are made based on information for the Group as a whole and therefore not segmented. A similar approach is taken regarding tax associated with these transactions. The segmentation of the Group’s assets and returns is disclosed in section 2.1. Reported figures Reported figures are analysed by looking at the impact of organic growth, net acquisitions and foreign exchange effects. The net acquisition effect is calculated as the effect of acquisitions and disposals, including any share obtained from an increase/decrease in ownership of associates, for a 12-month period from the acquisition/disposal date. The foreign exchange effect is calculated as the difference between the figures for the current reporting period translated at the current exchange rates and at the exchange rates applied in the previous reporting period. Organic growth is the remaining growth that is not related to acquisitions, disposals or foreign exchange effects. CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 68 For electricity and natural gas, used in production of the Group’s own products, most markets in Central & Eastern Europe and Asia are regulated with no possibility to hedge prices. In Western Europe, where most markets allow forward hedging, the majority of the Group’s exposure is hedged up to a 15-month rolling basis. For the electricity used at the Fredericia site in Denmark, a 10-year PPA starting mid-2024 has been entered into. The fair value of derivative financial instruments is specified in section 4.9. In January 2023, the Group hedged fuel, linked to distribution expenses, via financial contracts for 2023 using a similar set-up to how aluminium is hedged. At 31 December there were no fuel hedges for 2024. SECTION 1.2 OPERATING EXPENSES AND INVENTORIES 1.2.1 COST OF SALES AND INVENTORIES Cost of sales increased by 7% compared with 2022, due to higher input and energy costs and higher salaries. Cost of sales per hl increased by 7% compared with 2022. Cost of sales DKK million Cost of materials Direct staff costs Amortisation and depreciation Indirect production overheads Purchased finished goods and other costs Total 2023 23,618 1,528 2,411 2022 21,655 1,521 2,536 5,067 4,788 8,129 40,753 7,698 38,198 Inventories increased by 2% compared with 2022, impacted by cost increases across markets and the acquisition of Waterloo Brewing. Inventories DKK million Raw materials Work in progress Finished goods Total 2023 2,359 399 3,053 5,811 2022 2,333 344 3,041 5,718 Commodity price risk is associated with externally sourced input materials, such as malt (barley), cans (aluminium), paper, sugar and glass & plastic (PET) bottles. Commodity risk management is coordinated centrally and aimed at achieving predictable prices in the medium term. The aluminium price risk was hedged for both 2023 and 2024, and for 2024 the aluminium spot premium has been hedged using derivative financial instruments applying hedge percentages in line with the policy. The fair values of the derivative financial instruments are specified in section 4.9. As the underlying markets for the commodity categories are different, so is the way in which they are hedged. The most common form of hedging is fixed- price purchase agreements with suppliers in local currencies. For barley and aluminium, the two most significant commodity exposures, Group policy is to have a minimum of 70% hedged for a given year by the end of the third quarter of the previous year, with a target hedge ratio of 90% at the beginning of the year. A significant part of the Group’s barley exposure for 2023 had therefore been hedged through fixed-price purchase agreements entered into in 2022. Likewise, the majority of the exposure for 2024 was hedged in 2023. In the Group’s long-term purchase agreements for cans, the aluminium price is variable and based on the global market price of aluminium (London Metal Exchange, LME) and in some contracts the can price is also variable with respect to the aluminium spot premium. For sugar we enter into rolling forward hedges with suppliers fixing prices linked to official indices, for example NY11. As with barley and aluminium, the majority of the 2023 sugar exposure had been hedged in 2022. Likewise, the majority of the exposure for 2024 was hedged in 2023. Other commodities, such as PET resins, paper, rice and corn, are also hedged directly via suppliers fixing prices to the extent possible. Hedging of raw material price risk DKK million Sensitivity assuming 100% efficiency Aluminium Change 2023 2022 Aluminium premium 2023 Energy 2023 2022 20% 20% Change 30% Change 20% 20% Effect on OCI Tonnes purchased Average price (DKK) 371 381 116,529 116,454 16,238 18,304 Effect on OCI 28 Tonnes purchased Average price (DKK) 60,415 1,343 Time of maturity 2023 - 93,608 2023 - 2024 93,582 22,846 2024 60,415 2025 22,947 - 2025 - Effect on OCI MWh purchased Average price (DKK) < 1 year 1-5 years > 5 years 29 34 289,966 289,966 420 420 12,123 - 116,000 99,123 161,843 190,843 CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 69 SECTION 1.2 (CONTINUED) OPERATING EXPENSES AND INVENTORIES ACCOUNTING ESTIMATES AND JUDGEMENTS At least once a year, management assesses whether the standard cost of inventories approximates the actual cost. During the year, the standard cost is revised if it deviates by more than 5% from the actual cost. Indirect production overheads are calculated on the basis of relevant assumptions as to capacity utilisation, production time and other factors. The calculation of the net realisable value of inventories is relevant to packaging materials, point- of-sale materials and spare parts. The net realisable value is normally not calculated for beer and soft drinks due to their limited shelf-life, which means that slow-moving goods must be scrapped instead. ACCOUNTING POLICIES Inventories are measured at the lower of standard cost (own-produced finished goods) and weighted average cost (other inventories), or net realisable value. The net realisable value is the estimated selling price less costs of completion and costs necessary to make the sale, also taking into account marketability, obsolescence and developments in expected selling price. The cost of scrapped/impaired goods is expensed in the function (line item) responsible for the loss, i.e. losses during distribution are included in distribution expenses, while scrapping of products due to sales not meeting forecasts is included in sales expenses. 1.2.2 SALES AND DISTRIBUTION EXPENSES Marketing expenses increased due to accelerated investments in brands and activities. Distribution expenses increased by 6% per hl as a result of increased energy prices. Total marketing, sales and distribution expenses increased by 6%. Trade marketing is promotional activities directed towards customers, such as the supply of point-of- sale materials, promotional materials and trade offers. Sales expenses comprise costs relating to general sales activities, write-downs for bad debt losses, wages and salaries as well as depreciation and impairment of sales equipment. Distribution expenses comprise costs incurred in distributing goods, wages and salaries, and depreciation and impairment of distribution equipment. 1.2.3 OTHER OPERATING ACTIVITIES, NET Other operating activities are secondary to the principal activities of the Group and include income and expenses relating to rental properties, restaurants, on-trade loans, research activities, and gains and losses on disposal of intangible assets and property, plant and equipment. Sales and distribution expenses Other operating activities, net ACCOUNTING POLICIES Gains and losses on disposal of intangible assets and property, plant and equipment are determined as the sales price less selling costs and the carrying amount at the disposal date. On-trade loans, net, comprise the effective interest on the loans measured at amortised cost less impairment. Expenses relating to research activities comprise research in Denmark and France less funding received from the Carlsberg Foundation for the operation of the Carlsberg Research Laboratory and grants received to fund research. The funding and grants are recognised in the income statement in the same period as the activities to which they relate. Product development costs are included in cost of sales. DKK million 2023 2022 Cost of sales comprises cost of materials used in own-produced finished goods, including malt (barley), hops, glass, cans, other packaging materials, direct labour, indirect production overheads and standard cost variations. Further, it comprises purchased finished goods, which include cost of point-of-sale materials and third-party products sold to customers. DKK million Marketing expenses Sales expenses Distribution expenses Total Indirect production overheads comprise indirect supplies, wages and salaries, amortisation of brands and software, as well as maintenance and depreciation of machinery, plant and equipment used for production. The cost of purchased finished goods, raw and packaging materials and point-of-sale materials includes the purchase cost and costs directly related to bringing inventories to the relevant place of sale and getting them ready for sale, for example insurance, freight and duties. ACCOUNTING POLICIES Marketing expenses consist of expenses for brand marketing and trade marketing. Brand marketing is an investment in the Group’s brands and consists of brand-specific investments in the development of communication vehicles, the use of these is to drive the sale of branded products, sales campaigns and sponsorships. 2023 6,169 5,371 6,815 2022 5,793 5,120 6,424 Gains and losses on disposal of property, plant and equipment and intangible assets, net 18,355 17,337 On-trade loans, net Real estate, net Research centres, net Other, net Total 47 95 13 -132 101 124 79 30 18 -107 48 68 CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 70 finance. The main currencies impacting net finance during 2023 have been RUB, KZT and LAK (receivables and payables) and EUR (borrowings). The combined foreign exchange and fair value adjustment loss in 2023 was DKK 151m net. As at 31 December 2023 there is no RUB exposure. Entities in The eurozone China Norway UK Switzerland Sweden Laos Ukraine Functional currency Change in average FX rate 2022 to 2023 EUR CNY NOK GBP CHF SEK LAK UAH 0.2 % -7.7 % -11.7 % -1.6 % 3.4 % -7.3 % -26.5 % -15.3 % SECTION 1.3 FOREIGN EXCHANGE RISK RELATED TO EARNINGS The majority of the Group’s activities take place outside Denmark and in currencies other than DKK. Foreign exchange risk is therefore a principal financial risk for the Group, and exchange rate fluctuations can have a significant impact on the income statement both in the form of transactional and translational risk. REVENUE BY CURRENCY (%) 2023 (2022) EUR and DKK are in a fixed exchange rate relationship and consequently EUR is not hedged. TRANSACTION RISKS ON PURCHASES AND SALES The Group is exposed to transaction risks on purchases and sales in currencies other than the local functional currencies. The Group aims to hedge 70-90% of future cash flows in currencies other than the local functional currency on a four-quarter rolling basis. Western Europe For the entities in Western Europe, a major part of the purchases in foreign currencies is in EUR. This also applies to markets with a functional currency other than EUR. Ukraine’s expenses in EUR and USD by designating bank deposits in these currencies as hedging instruments. Carlsberg Kazakhstan holds intercompany deposits in EUR and USD. The revaluation of these is recognised in financial items, and they are not designated as cash flow hedges, but will in economic terms give the Group some protection against depreciation of the local currencies. TRANSLATION RISK The Group is exposed to risk from translation of foreign entities into the Group’s presentation currency, DKK. Hedging of EUR against the non-EUR local currencies will effectively eliminate a significant part of the currency risk in the entities’ operating profit in local currency. At Group level, these hedges are effectively a hedge of (parts of) the revenue in the relevant currency and are accounted for as cash flow hedges, cf. section 4.9. The hedged amounts and the sensitivity analysis regarding these hedges are shown in section 4.7.4. Asia The transaction risk is considered to be less significant due to lower purchases of raw and packaging materials in currencies other than the local functional currencies as well as the high correlation between USD and most of the Asian currencies. An exception is Laos, which has a significant spend in USD that is not possible to hedge. Central & Eastern Europe The largest foreign exchange risk in Central & Eastern Europe relates to Ukraine and Kazakhstan and the purchase of raw and packaging materials denominated in foreign currencies. For 2023 and 2024, the Group has chosen to hedge a portion of Carlsberg The single largest translation impact in respect of operating profit in 2023 was CNY due to the 7.7% depreciation of the currency compared with 2022 and the relative share of the Group’s operating profit generated in China. Moving into 2024, the most significant currency volatility exposure in terms of operating profit and translation of net investments in foreign entities is CNY. The foreign exchange risk on translation of revenue or earnings in foreign currencies can not be hedged accounting-wise. To reduce the economic risk, the Group has entered into financial instruments designated as net investment hedges, cf. section 4.7.1. Impact on operating profit Developments in exchange rates between DKK and the functional currencies had a negative impact of 8.2% on operating profit measured in DKK. Impact on net finance Developments in exchange rates between functional currencies of entities and the currency of cash, borrowings and ordinary trade receivables and payables will impact net CNY 18% (20%)EUR 19% (18%)GBP 11% (10%)DKK 9% (9%)NOK 6% (7%)CHF 6% (6%)SEK 4% (4%)PLN 4% (4%)LAK 3% (3%)Other 20% (19%) CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 71 Cash flow from the change in other working capital declined by DKK 780m (2022: DKK 465m), impacted by the payment of a competition fine in Germany, cf. section 3.2. Net interest etc. paid amounted to DKK -273m (2022: DKK -1,010m). The improvement was largely due to settlement of financial instruments. The impact on average trade working capital from the use of supplier finance arrangements and factoring is limited, as the utilisation is similar to previous years. The change in on-trade loans amounted to DKK -10m (2022: DKK +129m). Income tax paid amounted to DKK -2,166m (2022: DKK -2,103m). ACCOUNTING ESTIMATES AND JUDGEMENTS SECTION 1.4 CASH FLOW FROM OPERATING ACTIVITIES The change in trade working capital amounted to DKK 698m (2022: DKK 1,908m), driven by continued cash management discipline and higher trade payables. Average trade working capital to revenue for the year was -20.3% (2022: -21.5%). Restructuring costs and other special items paid amounted to DKK -552m (2022: DKK -171m), mainly due to the termination of a licensee agreement in the UK, as well as various restructuring and optimisation projects across the Group. Other specifications of cash flow from operating activities DKK million Section 2023 2022 Other non-cash items Share of profit after tax of associates Gain on disposal of property, plant and equipment and intangible assets, net 5.5 2.3 Share-based payments Other items Total Trade working capital Inventories Trade receivables Trade payables, duties payable and deposits on returnable packaging materials Total Other working capital Other receivables Other payables Retirement benefit obligations and provisions Unrealised foreign exchange gains/losses Total -581 -47 130 -1 -499 -143 223 618 698 232 -176 -833 -3 -780 -901 -79 97 16 -867 -1,271 -232 3,411 1,908 -495 134 -72 -32 -465 The deposit on returnable packaging materials is estimated based on movements during the year in recognised liabilities, loss of returnable packaging materials in the market, planned changes in packaging types and historical information about return rates. ACCOUNTING POLICIES Trade payables are recognised initially at fair value and subsequently measured at cost. Trade payables comprise purchase of goods and services, including payables to supplier finance vendors, and retrospective rebates to customers, and are part of the normal working capital cycle. The cash flow arising from all trade payables is part of cash flow from operating activities. The obligation to refund deposits on returnable packaging materials is measured on the basis of deposit price, an estimate of the number of bottles, kegs, cans and crates in circulation, and expected return rates. Supplier finance arrangements A number of the Group’s suppliers participate in supplier finance arrangements, with a supply chain finance provider and related financial institutions acting as a funding partner. When suppliers participate in these programmes, they have the option of receiving early payment from the funding partner of invoices sent to Carlsberg. The arrangement is exclusively between the supplier and the supply chain finance provider and separate from Carlsberg’s relationship with its suppliers. Carlsberg’s liability to pay invoices is unaffected by the supplier finance arrangement and whether or not the suppliers opt for early payment. The liability is recognised in trade payables until the due date of the invoice, which is in no case more than 180 days from the invoice date. Cessation of the supplier finance arrangement would not constitute a significant risk in terms of liquidity because of the amounts involved and the number of supply chain finance providers. Sale of receivables Carlsberg has chosen to sell some of its trade receivables in selected Western European markets in non-recourse factoring agreements to expedite cash collection from groups of customers. Carlsberg does not carry any credit risk on these customers and has no continuing involvement in these trade receivables, which have therefore been derecognised. CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 72 SECTION 1.5 TRADE AND OTHER RECEIVABLES The Group’s trade receivables consist of receivables from sales of goods and services and on-trade loans. Non-current receivables consist mainly of on-trade loans that fall due more than one year from the reporting date. Of the total non-current receivables, DKK 124m (2022: DKK 166m) falls due more than five years from the reporting date. The carrying amount of receivables approximates their fair value. For on-trade loans, the fair value is calculated as discounted cash flows using the interest rate at the reporting date. ON-TRADE LOANS Under certain circumstances, the Group grants loans to on-trade customers in France, the UK, Switzerland, Germany and Sweden. On-trade loans are spread across a large number of customers/debtors and consist of several types of loan, including loans repaid in cash or through reduced discounts and guarantees for loans provided by third parties, cf. section 3.4. The operating entities monitor and control these loans in accordance with Group guidelines. The average effective interest rate on loans to the on-trade was 4.7% (2022: 3.5%). The interest income is recognised in other operating activities. On-trade loans recognised in other operating activities, net DKK million 2023 2022 Interest and amortisation of on-trade loans Losses and write-downs on on-trade loans On-trade loans, net Change in on-trade loans DKK million Loans provided Repayments Amortisation of on-trade loans Total 60 35 95 2023 -448 218 220 -10 47 -17 30 2022 -261 192 198 129 OTHER RECEIVABLES Other receivables primarily comprise VAT and similar government receivables, interest receivables and other financial receivables. These are associated with low risk. The distribution of receivables broken down by country is affected by market-specific changes in payment patterns. For receivables from sale of goods and services, the distribution is furthermore impacted by the value of receivables sold. The overall level of receivables sold in non-recourse factoring schemes was similar to the level in 2022. RECEIVABLES FROM SALES OF GOODS AND SERVICES (BROKEN DOWN BY COUNTRY) ON-TRADE LOANS (BROKEN DOWN BY COUNTRY) 2023 (2022) 2023 (2022) Receivables included in the statement of financial position DKK million 2023 Receivables from sales of goods and services On-trade loans Other receivables Total receivables 2022 Receivables from sales of goods and services On-trade loans Other receivables Total receivables Non- current Current Total Receivables Trade receivables Other receivables - 657 224 881 - 644 292 936 4,866 236 - 5,102 4,825 242 - 5,067 - - 2,476 2,476 - - 2,505 2,505 4,866 893 2,700 8,459 4,825 886 2,797 8,508 UK 18% (16%)Sweden 9% (8%)Poland 9% (5%)France 6% (8%)India 4% (4%)Ukraine 3% (2%)Finland 1% (8%)Other 50% (49%)Germany 32% (29%)France 28% (25%)Switzerland 26% (25%)Sweden 10% (9%)UK 4% (12%) CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 73 SECTION 1.5 (CONTINUED) TRADE AND OTHER RECEIVABLES 1.5.1 CREDIT RISK In 2023, receivables not past due amounted to 85% (2022: 78%) of total gross receivables. The past-due share of gross loans to on-trade customers was 34% (2022: 34%). Total accumulated allowances for impairment losses on on-trade loans were DKK 426m (2022: DKK 438m). The share of receivables from sales of goods and services that are past due decreased from 18% to 14%. The credit risk on trade receivables is assessed locally and monitored at Group level. The on- trade channel, especially, has experienced instability across markets, influenced by unpredictable energy prices, inflation and interest rates. As a result, the credit risk for on- trade loans has on a collective basis increased significantly since initial recognition, which is why loss allowances are measured at an amount equal to the lifetime expected credit losses. This is the same as for receivables from sales of goods and services. The increased risk of credit losses is expected to continue in 2024. Credit risk on receivables DKK million 2023 Gross receivables Loss allowance Receivables, net DKK million Weighted average loss rate 2022 Gross receivables Loss allowance Receivables, net Weighted average loss rate Receivables from sales of goods and services Receivables from sales of goods and services Not past due Overdue 1-30 days Overdue 31-90 days Overdue > 90 days Receivables from sales of goods and services On-trade loans Not past due Overdue 1-30 days Overdue 31-90 days Overdue > 90 days On-trade loans Other receivables Not past due Overdue 1-30 days Overdue 31-90 days Overdue > 90 days Other receivables Total 4,740 362 87 343 5,532 864 15 25 415 1,319 2,479 24 66 145 2,714 9,565 -186 -97 -46 -337 -666 -102 -2 -4 -318 -426 -1 - - -13 -14 -1,106 4,554 265 41 6 4,866 762 13 21 97 893 2,478 24 66 132 2,700 8,459 4% 27% 53% 98% 12% 13% 16% 77% Not past due Overdue 1-30 days Overdue 31-90 days Overdue > 90 days Receivables from sales of goods and services On-trade loans Not past due Overdue 1-30 days Overdue 31-90 days Overdue > 90 days On-trade loans Other receivables Not past due Overdue 1-30 days Overdue 31-90 days - - - 9% Overdue > 90 days Other receivables Total 4,453 483 191 311 5,438 873 11 30 410 1,324 2,168 107 89 449 2,813 9,575 -126 -133 -62 -292 -613 -104 - -7 -327 -438 - - - -16 -16 -1,067 4,327 350 129 19 4,825 769 11 23 83 886 2,168 107 89 433 2,797 8,508 3% 28% 32% 94% 12% - 23% 80% - - - 4% CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 74 Regarding on-trade loans and loans to associates, a loss allowance is recognised based on 12-month or lifetime expected credit losses, depending on whether a significant increase in credit risk has arisen since initial recognition. In certain markets, the Group enters into factoring agreements on a non-recourse basis, which involves selling receivables from sales of goods and services to a factor. Receivables subject to factoring agreements are derecognised once the criteria for derecognition have been met and all substantial risks and rewards transferred. The Group does not have any continuing involvement once the receivables have been derecognised. SECTION 1.5 (CONTINUED) TRADE AND OTHER RECEIVABLES Development in impairment losses on receivables DKK million 2023 Receivables from sales of goods and services On-trade loans Other receivables Impairment at 1 January -613 -438 -16 Additional impairment losses recognised Realised during the year Reversal of impairment losses Acquisition of entities Foreign exchange adjustments Transferred to discontinued operations Impairment at 31 December ACCOUNTING ESTIMATES AND JUDGEMENTS -86 20 39 -24 -2 - -666 -65 7 76 - -6 - - - 1 - 1 - -426 -14 2022 Total -1,106 -253 69 179 - 16 28 -1,067 Total -1,067 -151 27 116 -24 -7 - -1,106 On-trade loan agreements are complex, cover several aspects of the customer relationship and may vary from agreement to agreement. Management assesses the recognition and classification of income and expenses for each agreement, including the allocation of payments from the customer between revenue, discounts, interest (other operating activities) and repayment of the loan. The local entities assess the credit risk and adhere to Group guidelines, which include setting credit limits, encouraging cash payment, purchasing credit insurance and holding collateral. In assessing credit risk, management analyses the need for impairment of trade receivables and on-trade loans due to customers’ inability to pay. Credit risk remains high and is expected to continue in 2024. Management also assesses both individually and on a portfolio basis whether developments in local conditions for on-trade customers could impact the expected credit losses. At year-end 2023, management continued to assess the lifetime expected credit losses for both receivables from goods and services and on-trade loans in line with 2022. Exposure to credit risk on receivables is managed locally, and credit limits are set as considered appropriate for the customer, taking into account the current local market conditions. Expected credit losses are assessed for portfolios of receivables based on customer segments, historical information on payment patterns, terms of payment and concentration maturity. The expected impact includes the risk of insolvencies due to lack of liquidity. The portfolios are based on on-trade and off-trade customers, and on-trade receivables and loans. On- trade loans carry a higher risk than receivables from sales of goods and services and are concentrated in a few markets.The local entities manage and control these loans in accordance with Group guidelines. The credit risk on on-trade loans can be reduced by means of collateral and pledges of on-trade movables (equipment in bars, cafés etc.). The fair value of the pledged on-trade movables cannot be estimated reliably but is assessed to be insignificant, as they cannot readily be reused. ACCOUNTING POLICIES Receivables are recognised initially at the transaction price and subsequently measured at amortised cost less loss allowance or impairment losses. Trade receivables comprise sale of goods and services as well as short-term on-trade loans to customers. Other receivables comprise VAT receivables, loans to partners and associates, interest receivables and other financial receivables. For on-trade loans, any difference between the present value and the nominal amount at inception is treated as a prepaid discount to the customer, and the discount is recognised in the income statement in accordance with the terms of the agreement. The market interest rate is used as the discount rate, corresponding to the money market rate based on the maturity of the loan with the addition of a risk premium. The effective interest on these loans is recognised in other operating activities, net. The amortisation of the difference between the discount rate and the effective interest rate is included as a discount in revenue. The Group applies the simplified approach to measure expected credit losses. This entails recognising a lifetime expected loss allowance for all receivables from sales of goods and services. Loss rates are determined based on grouping of receivables sharing the same credit risk characteristics and past-due days. SECTION 2 ASSET BASE AND RETURNS CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 75 111.8bn TOTAL ASSETS (DKK) Total assets declined by DKK 3.5bn. The main reason for the decrease was the deconsolidation of the Russian business, partly offset by higher current assets. Intangible assets amounted to DKK 49.1bn at 31 December 2023 (2022: DKK 49.2bn). ASSET BASE, CONTINUING OPERATIONS (DKKbn) Property, plant and equipment totalled DKK 24.4bn (2022: DKK 23.7bn), mainly impacted by additions and the acquisition of Waterloo Brewing in March 2023. Current assets increased by DKK 7.6bn to DKK 30.2bn. The increase was mainly due to higher cash and cash equivalents and deposits following the net issuance of EMTN bonds of EUR 1.55bn. 4.2bn CAPEX (DKK) CapEx increased by DKK 225m, driven by brewery investments in China and Vietnam, as well as various capacity and capability upgrades across the Group. CapEx to amortisation and depreciation, excluding right- of-use assets, increased to 117% (2022: 106%). 14.5% ROIC Return on invested capital (ROIC) decreased by 70bp to 14.5% as a result of the lower operating profit due to currencies, partly offset by the lower effective tax rate, which was impacted by non-recurring items. ROIC excluding goodwill declined by 330bp to 38.3%. CAPEX1 AND AMORTISATION/ DEPRECIATION1 (DKKbn) RETURN ON INVESTED CAPITAL2 (% 12-MONTH AVERAGE) CapEx Amortisation and depreciation CapEx/revenue 1 Excluding the purchase of the Brooklyn brand rights in 2020. 2 2019-2020 including Russia. 2021-2023 excluding Russia. ROICROIC excl. goodwill2019202020212022202351015202530354045201920202021202220231.02.03.04.05.04.0%5.0%6.0%7.0%8.0%72.96.4-1.4-4.0-0.473.5Asset base, openingAcquisitions and disposals, incl. leases, netForeign exchange adjustmentsAmortisation/depreciationImpairment losses etc.Asset base, closingSECTION 2.1 SEGMENTATION OF ASSETS AND RETURNS At year-end, invested capital was up by DKK 0.9bn, primarily due to the acquisition of Waterloo Brewing and the reduction of provisions related to legal claims, and partially offset by developments in currencies. Waterloo Brewing was acquired in March 2023 and therefore did not have a full-year impact on average invested capital. Invested capital DKK million 2023 2022 Total assets excluding assets in discontinued operations 111,831 103,723 DKK million 2023 Invested capital Less Tax assets Financial receivables, hedging instruments and receivables sold Deposits and securities Cash and cash equivalents Assets included Trade payables Deposits on returnable packaging materials Provisions, excl. restructurings Other liabilities, excl. hedging instruments and contingent consideration Liabilities offset Invested capital Goodwill Invested capital excl. goodwill Invested capital, average -1,810 -1,731 Invested capital excl. goodwill Investments in associates 217 -2,236 -13,382 94,620 -22,159 -1,717 -2,424 615 - -8,163 94,444 -21,917 -1,627 -3,027 Acquisition of property, plant and equipment and intangible assets Amortisation and depreciation Impairment losses, net Return on invested capital (ROIC) ROIC excl. goodwill 2022 Invested capital Invested capital excl. goodwill Investments in associates -7,231 -7,662 -33,531 -34,233 Acquisition of property, plant and equipment and intangible assets 61,089 -38,315 22,774 62,037 60,211 Amortisation and depreciation -38,453 21,758 62,053 Impairment losses, net Return on invested capital (ROIC) ROIC excl. goodwill CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 76 Non-current assets comprise intangible assets and property, plant and equipment owned by the segment/country, even if the income is earned outside the segment/country that owns the asset. Non-current assets included in invested capital further comprise financial assets other than financial instruments and tax assets. Not allocated comprises supporting companies without brewing activities, and eliminations of investments in subsidiaries, receivables and loans. Geographical allocation of non-current assets ACCOUNTING ESTIMATES AND JUDGEMENTS DKK million 2023 2022 Denmark (Carlsberg A/S’ domicile) China France Other countries Total 4,792 15,612 11,125 47,413 78,942 4,744 15,906 11,100 46,675 78,425 The calculation of return on invested capital (ROIC) uses operating profit before special items adjusted for tax based on the effective tax rate, and invested capital excluding assets in discontinued operations, including assets held for sale and trade receivables sold, and excludes contingent considerations and income tax. ACCOUNTING POLICIES The Group’s assets and returns are segmented on the basis of geographical regions in accordance with the management reporting for the current year, cf. section 1.1. Western Europe 34,712 14,232 2,439 1,533 1,859 338 11.4% 27.0% 34,098 13,857 2,361 1,363 1,781 56 11.1% 26.2% Asia 18,293 3,897 2,225 1,841 1,363 -100 21.9% 110.2% 18,910 3,652 2,402 1,860 1,350 308 20.9% 112.4% Central & Eastern Europe Not allocated Beverages, total Non- beverage Carlsberg Group, total 7,675 4,236 36 682 669 127 23.2% 40.9% 6,625 3,671 27 645 601 723 27.7% 49.7% -328 -328 6 177 88 40 - - -474 -474 6 132 106 43 - - 60,352 22,037 4,706 4,233 3,979 405 14.8% 40.0% 59,159 20,706 4,796 4,000 3,838 1,130 15.2% 43.0% 737 737 731 10 2 - - - 1,052 1,052 727 18 15 -10 - - 61,089 22,774 5,437 4,243 3,981 405 14.5% 38.3% 60,211 21,758 5,523 4,018 3,853 1,120 15.2% 41.6% CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 77 2.2.2 SIGNIFICANT AMOUNTS OF GOODWILL AND BRANDS Goodwill and brands with indefinite useful life relating to the acquisitions of Kronenbourg, Chongqing Brewery Group and the 40% non- controlling interest in Carlsberg Breweries A/S each accounted for 10% or more of the total carrying amount of goodwill and brands with indefinite useful life at the reporting date. Goodwill from these acquisitions has been allocated to CGUs based on the geographical segmentation. The international brands acquired with the 40% non-controlling interest in Carlsberg Breweries A/S, Kronenbourg 1664 and Chongqing are individually material and specified in section 2.2.4. Impairment test 2022 In 2022, Russia was separated from the Central & Eastern Europe CGU. The CGU was subsequently tested for impairment, leading to a write-down of goodwill of DKK 700m in March 2022. Impairment tests of goodwill and brands with indefinite useful life were prepared at the reporting date, including an update to the impairment test of the Central & Eastern Europe CGU. The tests did not identify any further impairments. In addition, the Group recognised impairment losses of DKK 233m on returnable packaging in certain markets in Asia, DKK 22m on sales equipment and returnable packaging in Ukraine and DKK 172m on other items of property, plant and equipment, in total DKK 427m. Impairment of discontinued operation in Russia Following the issuance of the presidential decree in July 2023, temporarily transferring the management of our Russian business to the Russian Federal Agency for State Property Management, the business was deconsolidated. In September 2023, the Group terminated its licence agreements with Baltika Breweries for all the international brands sold in Russia and wrote down its interest in the business to zero. Total impairment losses in 2023 amounted to DKK 7,002m (2022: DKK 9,949m). SECTION 2.2 IMPAIRMENT 2.2.1 RECOGNISED IMPAIRMENTS The impairment tests of goodwill and brands with indefinite useful life were prepared at the reporting date. Impairment test 2023 The impairment tests prepared at 31 December 2023 did not identify any indication of impairment of goodwill. The Group recognised impairment losses of DKK 305m on brands with indefinite useful life in Western Europe, DKK 70m in Central & Eastern Europe and DKK 97m in Asia. In addition, impairment losses of DKK 53m were recognised on brand rights in Central & Eastern Europe for the use of brands from the discontinued operation in Russia. In total, impairment losses on brands amounted to DKK 525m. Impairment losses of DKK 400m previously recognised on brands in Asia were reversed. Impairment losses and reversal of impairment losses on brands were recognised in special items, cf. section 3.1. Impairment losses of DKK 171m primarily related to Asia were recognised on property, plant and equipment, of which DKK 122m was recognised as special items. Impairment losses on other non-current assets totalled DKK 63m and were recognised in special items. Impairment of non-current assets DKK million Intangible assets Goodwill Brands Other intangible assets Reversal of impairment losses Total Property, plant and equipment Plant, machinery and equipment Total Other non-current assets Assets held for sale Investment in associates Total impairment losses, net Of which recognised in special items Impairment losses, discontinued operation in Russia, net Section 2023 2022 2.2.3 2.2.4 2.2.5 2.2.4 2.2.5 2.2.5 2.2.5 3.1 5.1 - 525 46 -400 171 171 171 14 49 405 310 700 - 3 - 703 427 427 -10 - 1,120 786 7,002 9,949 SECTION 2.2 (CONTINUED) IMPAIRMENT ACCOUNTING ESTIMATES AND JUDGEMENTS Identification of cash-generating units The Group’s management structure reflects the geographical segments, cf. section 1.1, and decisions are made by the regional managements responsible for performance, operating investments and growth initiatives in their respective regions. There is significant vertical integration of the production, logistics and sales functions, supporting and promoting optimisations across the Group or within regions. Assets, other than goodwill and brands with regional and global presence, are allocated to individual cash- generating units (CGUs), being the level at which the assets generate largely independent cash inflows. As the Group operates with local sales and production organisations, the cash inflows are generated mostly locally, and the CGUs are therefore usually identified at country level. The determination of CGU allocation is made, and cash inflows are assessed in connection with the purchase price allocation within 12 months from the date of acquisition. Goodwill Goodwill does not generate largely independent cash inflows on its own and is therefore allocated to the Group’s geographical segments, which is the level at which it is monitored for internal management purposes. At the time of acquisition of entities, goodwill is allocated to a CGU. The structure and groups of CGUs are reassessed every year. The Group gained control of Waterloo Brewing Ltd. and Jing-A Group in 2023. The goodwill recognised on the acquisition of Waterloo Brewing Ltd. was allocated to the Central & Eastern Europe CGU, and the goodwill recognised on the Jing-A Group acquisition was allocated to the Asia CGU. CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 78 For investments in associates, examples of indications of impairment are loss-making activities or significant changes in the business environment. ACCOUNTING POLICIES Goodwill and brands with indefinite useful life are subject to an annual impairment test, performed initially before the end of the year of acquisition. The test is performed at the level where cash flows are considered to be generated: either at CGU level or at the level of a group of CGUs. All assets are tested if an event or circumstance indicates that the carrying amount may not be recoverable. If an asset’s carrying amount exceeds its recoverable amount, an impairment loss is recognised. The recoverable amount is the higher of the asset’s fair value less costs of disposal and its value in use. For all assets, the recoverable amount is assessed based on budget and target plan with reference to the expected future net cash flows. The assessment is based on the lowest CGU affected by the changes that indicate impairment. The cash flow is discounted by a rate adjusted for any risk specific to the asset, if relevant to the calculation method applied. Impairment losses on goodwill and brands, significant losses on property, plant and equipment, investments in associates, and losses arising on significant restructurings of processes and structural adjustments are recognised as special items. Minor losses are recognised in the income statement in the relevant line item. Impairment of goodwill is not reversed. Impairment of other assets is reversed only to the extent of changes in the assumptions and estimates underlying the impairment calculation. Impairment is only reversed to the extent that the asset’s new carrying amount does not exceed the carrying amount of the asset after amortisation/depreciation had the asset not been impaired. 2.2.3 IMPAIRMENT TEST OF GOODWILL The carrying amount of goodwill allocated to groups of CGUs DKK million Western Europe Asia Central & Eastern Europe Total 2023 20,480 14,396 3,439 38,315 2022 20,241 15,258 2,954 38,453 The impairment tests prepared at year-end 2023 did not identify any indication of impairment of goodwill. Estimating expected cash flow involves developing multiple probability-weighted scenarios to reflect different outcomes in terms of timing and amount. Measurement of the forecast period growth rates reflects risk adjustments made to calculate the expected cash flows. Entities classified as held for sale and measured at the lower of carrying amount and fair value less costs of disposal are removed from the CGU to which they are allocated at the time of classification as held for sale. Brands Cash flows for brands are separately identifiable and brands are therefore tested individually for impairment. This test is performed in addition to the test for impairment of goodwill. The following brands are considered significant when comparing their carrying amount with the total carrying amount of brands with indefinite useful life: • International brands • Kronenbourg 1664 • Chongqing International brands is a group of brands recognised in connection with the acquisition of the 40% non- controlling interest in Carlsberg Breweries A/S and allocated to Western Europe. The carrying amount is not allocated to individual brands. Corporate assets The Group has identified capitalised software relating to the Group’s ERP systems as corporate assets, and as such these are peripheral to the generation of cash inflow. The Group’s ERP landscape is closely linked to the internal management structure, and the identified assets are therefore tested for impairment at the CGU level to which goodwill is allocated. Other non-current assets Other non-current assets are tested for impairment when indications of impairment exist. For property, plant and equipment, management performs an annual assessment of the assets’ future application, for example in relation to changes in production structure, restructurings or brewery closures. Key considerations in impairment tests Goodwill Brands CGU level of test Geographical segment Individual brand Method to estimate recoverable amount Value in use Fair value less cost of disposal Method to estimate present value of future cash flows Expected value approach: multiple probability-weighted cash flows Traditional approach: single most likely future cash flows Discount rate Risk-free rate Risk-adjusted rate CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 79 SECTION 2.2 (CONTINUED) IMPAIRMENT Key assumptions 2023 Western Europe Asia Central & Eastern Europe 2022 Western Europe Asia Central & Eastern Europe Forecast cash flow growth Terminal period growth Pre-tax discount rate -17.0% -16.2% 0.5% 1.0% 3.4% 4.3% -0.9% 2.0% 8.2% -11.4% -12.7% 0.5% 1.0% 3.0% 4.5% -21.4% 2.0% 9.8% The average cash flow growth in the forecast period reflects the significant risk adjustments included in the forecast specifically for the impairment test. Potential upsides are not identified and adjusted in the cash flows used for impairment testing. Growth is projected in nominal terms and therefore does not translate into cash flow at the same growth rate in the Group’s presentation currency, DKK. ACCOUNTING ESTIMATES AND JUDGEMENTS Goodwill The value in use is the discounted value of the expected future risk-adjusted cash flows. This involves developing multiple probability-weighted scenarios to reflect different outcomes in terms of timing and amount. Key assumptions The cash flow is based on the budget and target plans for the next three years. Cash flows beyond the three- year period are extrapolated using the terminal period growth rate. The budget and plans for 2024-2026 represent management’s best estimate of the impact from the significant inflation in our cost base and increased interest rates. The probability weighting applied is based on past experience and the uncertainty of the prepared budget and target plans. Potential upsides and downsides identified during the budget process and in the daily business are reflected in the future cash flow scenarios for each CGU. The risk-adjusted cash flows are discounted using a rate that reflects the risk-free interest rate for each CGU. The interest rates used in the impairment tests are based on observable market data. Please refer to the description of discount rates in section 2.2.4. The key assumptions on which management bases its cash flow projections are: • Volumes • Sales prices • Input costs • Operating investments • Terminal period growth The assumptions are determined at CGU level and are based on past experience, external sources of information and industry-relevant observations for each CGU. Local conditions, such as expected developments in macroeconomic and market conditions specific to the individual CGUs, are considered. The assumptions are challenged and verified by management at CGU and Group level. The budget and target plan processes consider events or circumstances that are relevant to reliably projecting the short-term performance of each CGU. Examples include significant campaign activities, changes in excise duties etc., which may have a short- term impact but are non-recurring. Given their short- term nature, they are not taken into consideration when estimating the terminal period growth rate. Volumes Projections are based on past experience, external market data, planned commercial initiatives, such as marketing campaigns and sponsorships, and the expected impact on consumer demand and the level of premiumisation. If relevant, the projections are adjusted for the expected changes in the level of premiumisation. No changes in market share are assumed in the medium or long term. Demographic expectations general to the industry, such as the development in population, consumption levels, generation-shift patterns, rate of urbanisation and macroeconomic trends, are also considered in medium- and long-term projections. Events and circumstances can impact the timing of volumes entering the market. These include excessive stocking related to an increase in excise duties, campaign activities, and the timing of national holidays and festivals. Such short-term effects are not material to volume projections and do not impact the long-term projections. Sales prices The level of market premiumisation and the locally available portfolio are key drivers in identifying price points. When planning pricing structures, factors including price elasticity, local competition and inflation expectations can also impact the projection. Increases in excise duties are typically passed on to the customers immediately or with a delay of no more than a few months. Since the increase is a pass- through cost and thereby compensated for by price increases at the time of implementation, it does not impact the long-term sales price growth and is therefore not taken into consideration in the projections unless circumstances specifically indicate otherwise. No changes to duties in the short or medium term are taken into consideration unless there is a firm plan to introduce changes. Recent significant inflationary pressure has meant revenue growth compensating for rising input costs, especially in Europe. The short- and medium-term forecast includes the risk of delays in increasing sales prices to compensate for future rises in input costs. Input costs Input costs in the budget and target plans are based on past experience and on: • Contracted raw and packaging materials • Contracted services within sales, marketing, production and logistics • Planned commercial investments • Cost optimisations not related to restructurings • Expected inflation The recent years’ elevated level of inflation has increased the overall input cost level, especially in Europe. The short- and medium-term forecast incorporates continued pressure on input costs. In the long term, projections follow the level of inflation unless long-term contracts are in place. Operating investments Projections are based on past experience of the level of necessary maintenance of existing production capacity, including replacement of parts. This also includes scheduled production line overhauls and improvements to existing equipment. Capacity increases and new equipment are not included. Terminal period growth Growth rates are projected to be equal to or below the expected rate of general inflation and assume no nominal economic growth. The projected growth rates and the discount rates applied are compared to ensure a sensible correlation between the two. CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 80 SECTION 2.2 (CONTINUED) IMPAIRMENT 2.2.4 IMPAIRMENT TEST OF BRANDS In 2023, significant brands represented 66% (2022: 62%) of the total carrying amount of brands with indefinite useful life. Brands with indefinite useful life DKK million International brands Kronenbourg 1664 Chongqing Significant brands Western Europe Asia Central & Eastern Europe Not allocated Other brands Total brands 2023 3,000 1,950 1,293 6,243 1,028 363 920 945 3,256 9,499 2022 3,000 1,948 954 5,902 1,318 503 846 941 3,608 9,510 Other brands comprise a total of 20 brands (2022: 19 brands) that are not individually material compared with the total carrying amount. Impairment of brands in Western Europe In the UK, the ale category has been severely impacted by the COVID-19 pandemic and secular trends, and the long-term expectations for the ale brands was therefore updated, leading to the recognition of impairment losses of DKK 305m. Impairment of brands in Central & Eastern Europe A local Lithuanian mainstream brand has experienced a decline in exports, resulting in impairment losses of DKK 70m. Brand rights in Central & Eastern Europe for the use of brands from the discontinued operation in Russia were unilaterally terminated by Carlsberg, resulting in recognition of impairment losses of DKK 53m. Impairment of brands in Asia In Cambodia our business operates in a very challenging environment both in terms of competitive conditions and consumer sentiment. In 2020, this led to the recognition of an impairment loss of DKK 200m on the local Angkor brand. The beer market has remained weak and is still far from having fully recovered to its 2019 level before COVID-19. In addition, a change in consumer preference has resulted in a decline in volumes and margins, in particular for the beer category. This led to a reassessment of the recoverable amount of the assets in the operation, including the brand, and resulted in the full write-down of the remaining carrying amount of the brand of DKK 97m. The Chinese mainstream brand Chongqing was last impaired in 2016, following sales declines due to premiumisation in the Chinese market. Since then, brand volumes have recovered significantly, and expectations for the mainstream category in China have improved. As a result, impairments of DKK 400m were reversed. ACCOUNTING ESTIMATES AND JUDGEMENTS Brands The test for impairment of brands is performed using the relief from royalty method and is based on the expected future cash flows generated from the royalty payments avoided for the individual brand for the next 10 years and projections for subsequent years. Key assumptions 2023 International brands Kronenbourg 1664 Chongqing 2022 International brands Kronenbourg 1664 Chongqing Average revenue growth Terminal period growth Pre-tax discount rate Post-tax discount rate The risk-free cash flows are discounted using a rate reflecting the risk-free interest rate with the addition of the risk premium associated with the individual brand. 2.6% 2.8% 2.0% 2.4% 2.4% 0.1% 1.9% 1.6% 1.5% 1.9% 1.6% 1.0% 6.9% 7.2% 7.8% 6.7% 6.6% 6.7% 6.6% 6.7% 7.4% 6.5% 6.4% 6.4% Key assumptions The key assumptions on which management bases its cash flow projection include the expected useful life, revenue growth, a theoretical tax amortisation benefit, the royalty rate and the discount rate. Expected useful life Management has assessed that the value of brands with indefinite useful life can be maintained for an indefinite period, as these are well-established brands in their markets, having existed for decades or even centuries. The beer industry is characterised as being very stable with consistent consumer demand and a predictable competitive environment, and is expected to be profitable for the foreseeable future. Control of the brands is legally established and enforceable indefinitely. In management’s opinion, the risk of the useful life of these brands becoming finite is minimal because of their individual market positions and because current and planned marketing initiatives are expected to sustain their useful life. Revenue growth At the time of acquisition of any individual brand, a revenue growth curve is forecast based on a long- term strategic view of the risk and opportunities relevant to the brand. The curve is projected for a 10- year horizon. This horizon reliably reflects the lengthy process of implementing brand strategies to support a brand occupying its intended place in the Group’s portfolio. The forecast period applied is comparable to the common term of the majority of licence agreements to which the Group is party. In the local markets, the product portfolio usually consists of local power brands and international premium brands. When projecting revenue growth for local brands, in addition to their commercial strength – such as market share and segment position – the forecast takes into consideration the demographics of the primary markets, including expected developments in population, consumption levels, generation-shift patterns, rate of urbanisation, beer market maturity, level of premiumisation, circumstances generally limiting the growth opportunities for alcoholic beverages etc. For brands with global or regional presence, enhanced investments in product development and marketing are expected. The expected growth rate for these brands is generally higher than for more localised brands and is usually highest early in the 10-year period. CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 81 SECTION 2.2 (CONTINUED) IMPAIRMENT Depending on the nominal growth expectations for the individual brand, the revenue growth in individual years may be above, equal to or below the forecast inflation level in the markets where the brand is present. When preparing budgets, consideration is given to events or circumstances that are relevant to reliably projecting the short-term performance of each brand. Examples include significant campaign activities, changes in excise duties etc., which may have a short- term impact but are non-recurring and quickly absorbed by the business. Since the impact is not material to the long-term projections, it is not taken into consideration when estimating the long-term and terminal period growth rates. Please refer to the description of the impact of increases in excise duties in the description of sales prices in section 2.2.3. Royalty rates International, premium and speciality beers Strong regional and national brands Local and mainstream brands 3.5-7.5% 3.0-5.0% 2.0-3.5% Discount rates The discount rate is a weighted average cost of capital (WACC) that reflects the risk-free interest rate with the addition of a risk premium relevant to each brand. The risk-free interest rates used in the impairment tests are based on observed market data. For countries where long-term risk-free interest rates are not observable or valid due to specific national or macroeconomic conditions, the interest rate is estimated based on observations from other markets and/or long-term expectations expressed by international financial institutions considered reliable by the Group. Tax benefit The theoretical tax benefit applied in the test uses tax rates and amortisation periods based on current legislation. The impairment test applies tax rates in the range of 15-31% and amortisation periods of 5-20 years. The added credit risk premium (spread) for the risk- free interest rate is fixed at market price or slightly higher, reflecting the expected long-term market price. The aggregate interest rate, including spread, thereby reflects the long-term interest rate applicable to the Group’s investments in the individual markets. Royalty rate Royalties generated by a brand are based on the Group’s total income from the brand and are earned globally, i.e. the income is also earned outside the CGU that owns the brand. If external licence agreements for the brand already exist, the market terms of such agreements are taken into consideration when assessing the royalty rate that the brand is expected to generate in a transaction with independent parties. The royalty rate is based on the actual market position of the individual brand in the global, regional and local markets, and assumes a 10- year horizon. This term is common to the beverage industry when licensing brands. For some brands, the share of the total beer market profit exceeds the volume share to an extent that creates significant market entry barriers for competing brands and justifies a higher royalty rate. 2.2.5 IMPAIRMENT OF OTHER ASSETS In 2023, impairment losses were recognised on intangible assets, DKK 46m, property, plant and equipment, DKK 171m, and other non-current assets, DKK 63m, totalling DKK 280m. Impairment of non-current assets in Cambodia, DKK 152m As mentioned above in section 2.2.4, our business in Cambodia is facing challenges, which led to a reassessment of the recoverable amount of the assets in the operation. The reassessment showed that DKK 103m of property, plant and equipment was lying idle and this has therefore been impaired. Consequently, a local investment of DKK 49m in a joint venture manufacturing can bodies has also been impaired. Other impairments, DKK 128m Impairment losses of DKK 46m on other intangible assets primarily relate to centrally owned IT assets. Other impairment losses of DKK 68m on property, plant and equipment related partly to flooding in China. The decision to close Ringwood Brewery in the UK resulted in a write-down of assets held for sale of DKK 14m. 2.2.6 SENSITIVITY TESTS Sensitivity tests have been performed to determine the lowest forecast and terminal period growth rates and/or highest discount rates that can occur in the groups of CGUs and brands with indefinite useful life without leading to any impairment loss. Due to a challenging macroeconomic situation in some CGUs and groups of CGUs, the Group performed additional sensitivity tests in 2023 to ensure that no potential impairment had been overlooked. These did not identify any potential impairment. GOODWILL The test for impairment of goodwill did not identify any CGUs or groups of CGUs to which goodwill is allocated where a reasonably possible negative change in a key assumption would cause the carrying amount to exceed the recoverable amount. BRANDS For brands that were previously written down, a reasonably possible negative change in a key assumption would cause the carrying amount of these brands to exceed the recoverable amount. However, management considers the risk of a significant write-down on these brands to be low. Key assumptions The key assumptions relevant to the assessment of the recoverable amount are: • Useful lifetime • Volume and price • Royalty rate • Discount rate The assumptions for volume and price are closely linked, which, together with the presence of multiple sub-brands in various geographies within each brand, makes individual sensitivity testing on the basis of these two assumptions highly impractical. Instead, sensitivity testing is performed for the overall revenue growth rate, in both the forecast period and the terminal period. SECTION 2.3 INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT DKK million 2023 Cost Cost at 1 January Acquisition of entities Additions, including right-of-use assets Disposals Transfers Foreign exchange adjustments etc. Cost at 31 December Amortisation, depreciation and impairment losses Amortisation, depreciation and impairment losses at 1 January 2,392 Disposals Amortisation and depreciation Impairment losses Reversal of impairment losses Transfers Foreign exchange adjustments etc. Amortisation, depreciation and impairment losses at 31 December Carrying amount at 31 December Right-of-use assets included at 31 December Amortisation and depreciation Carrying amount at 31 December - - - - - -86 2,306 38,315 - - CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 82 Intangible assets Property, plant and equipment Asset base Goodwill Brands Other intangible assets Total Land and buildings Plant and machinery Other equipment, fixtures and fittings Total Total 40,845 645 - - - -869 40,621 11,977 147 74 -2 - -214 11,982 2,254 - 16 525 -400 - -115 2,280 9,702 - - 4,713 15 276 -86 4 -70 4,852 3,666 -85 172 46 - - -30 3,769 1,083 - - 57,535 17,803 26,232 807 350 -88 4 -1,153 57,455 8,312 -85 188 571 -400 - -231 8,355 49,100 - - 151 506 -252 386 -141 269 2,271 -322 -539 -340 18,453 27,571 7,954 -170 663 40 - -2 -3 8,482 9,971 184 1,156 16,597 -299 1,327 85 - 6 -121 17,595 9,976 14 79 14,460 11 2,210 -1,821 123 -339 14,644 10,265 -1,733 1,803 46 - -1 -194 10,186 4,458 251 513 58,495 431 4,987 -2,395 -30 -820 60,668 34,816 -2,202 3,793 171 - 3 -318 36,263 24,405 449 1,748 116,030 1,238 5,337 -2,483 -26 -1,973 118,123 43,128 -2,287 3,981 742 -400 3 -549 44,618 73,505 449 1,748 CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 83 SECTION 2.3 (CONTINUED) INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT DKK million 2022 Cost Intangible assets Property, plant and equipment Asset base Goodwill Brands Other intangible assets Total Land and buildings Plant and machinery Other equipment, fixtures and fittings Total Total Cost at 1 January Additions, including right-of-use assets Disposals Transfers Transferred to assets in discontinued operations Foreign exchange adjustments etc. Cost at 31 December Amortisation, depreciation and impairment losses Amortisation, depreciation and impairment losses at 1 January Disposals Amortisation and depreciation Impairment losses Transferred to assets in discontinued operations Foreign exchange adjustments etc. Amortisation, depreciation and impairment losses at 31 December Carrying amount at 31 December Right-of-use assets included at 31 December Amortisation and depreciation Carrying amount at 31 December 54,227 26,181 - - - -9,551 -3,831 40,845 1,743 - - 700 - -51 2,392 38,453 - - - -32 - -12,466 -1,706 11,977 11,231 -32 21 - -7,934 -1,032 2,254 9,723 - - 5,054 345 -165 - -433 -88 4,713 4,013 -163 208 3 -336 -59 3,666 1,047 - - 85,462 345 -197 - -22,450 -5,625 57,535 16,987 -195 229 703 -8,270 -1,142 8,312 49,223 - - 19,839 611 -373 201 -2,089 -386 17,803 8,509 -142 638 2 -898 -155 7,954 9,849 167 1,089 30,272 2,013 -582 -360 -3,929 -1,182 26,232 19,653 -529 1,356 106 -3,204 -785 16,597 9,635 5 11 15,729 1,992 -1,502 159 -1,322 -596 14,460 11,030 -1,442 1,719 319 -957 -404 10,265 4,195 214 440 65,840 4,616 -2,457 - -7,340 -2,164 58,495 39,192 -2,113 3,713 427 -5,059 -1,344 34,816 23,679 386 1,540 151,302 4,961 -2,654 - -29,790 -7,789 116,030 56,179 -2,308 3,942 1,130 -13,329 -2,486 43,128 72,902 386 1,540 CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 84 SECTION 2.3 (CONTINUED) INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment under construction amounted to DKK 1,728m (2022: DKK 1,197m). Property, plant and equipment under construction are recognised in plant and machinery until completion. Other equipment, fixtures and fittings include transport, office and draught beer equipment, fridges and returnable packaging materials. Other intangible assets include software, land use rights and beer delivery rights. RIGHT-OF-USE ASSETS The Group leases various properties and warehouses, production equipment, cars and trucks. Leases are negotiated on an individual basis and contain a wide range of different terms and conditions. At 31 December 2023, the carrying amount of right-of-use assets was DKK 1,748m (2022: DKK 1,540m). During the year, additions amounted to DKK 721m (2022: DKK 706m) and depreciation to DKK 449m (2022: DKK 386m). Lease expenses recognised in the income statement, relating to short-term leases and leases of low-value assets, amounted to DKK 48m (2022: DKK 49m). Such contracts usually comprise the lease of copy and printing machines, coffee machines, small IT devices and similar equipment. For disclosures of the interest expenses, cash flow and lease liabilities, please refer to sections 4.1, 4.5.1 and 4.8. Cash flow from disposal of property, plant and equipment and intangible assets was DKK 115m (2022: DKK 414m). ACCOUNTING ESTIMATES AND JUDGEMENTS Useful life and residual value of intangible assets with finite useful life and property, plant and equipment Useful life and residual value are initially assessed both in acquisitions and in business combinations. Management assesses brands and property, plant and equipment for changes in useful life. If an indication of a reduction in the value or useful life exists, such as changes in production structure, restructuring and brewery closures, the asset is tested for impairment. If necessary, the asset is written down or the amortisation/depreciation period is reassessed and, if necessary, adjusted in line with the asset’s changed useful life. When changing the amortisation or depreciation period due to a change in the useful life, the effect on amortisation/depreciation is recognised prospectively as a change in accounting estimates. Management assesses the local business model to determine whether the Group has a legal or constructive obligation to accept returns of packaging materials from the market and the level of control. CAPITAL COMMITMENTS The Group has entered into various capital commitments that will not take effect until after the reporting date and have therefore not been recognised in the consolidated financial statements. Capital commitments in 2023 amounted to DKK 144m (2022: DKK 100m). Capital expenditure DKK million Additions, including right-of-use assets Less right-of-use assets Additions Amortisation, depreciation and impairment losses Intangible assets Property, plant and equipment DKK million Cost of sales Sales and distribution expenses Administrative expenses Special items Total 2023 2022¹ 49 117 68 125 359 47 65 108 700 920 2023 2,362 1,190 290 122 3,964 2022¹ 2,489 1,211 267 96 4,063 Total Additions payable at the end of the reporting period Capitalised depreciations Capitalised interest expenses Transferred to assets in discontinued operations Acquisition of property, plant and equipment and intangible assets Gain/loss on disposal of assets DKK million Gain on disposal of property, plant and equipment and intangible assets Loss on disposal of property, plant and equipment and intangible assets ¹ Loss from the discontinued operation: intangible assets DKK 12m, and property, plant and equipment DKK 77m. ¹ Loss from the discontinued operation DKK 12m (2022: DKK 4m). This entails the Group considering, among other things, the return rate and the annual circulation in the individual markets. These factors are assessed annually. Returnable packaging materials controlled by the Group are capitalised as property, plant and equipment and depreciated over the expected useful life. Lease and service contracts At inception of a contract, management assesses whether the contract is or contains a lease. Management considers the substance of any service being rendered to classify the arrangement as either a lease or a service contract. Particular importance is attached to whether fulfilment of the contract depends on the use of specific assets. The assessment involves judgement of whether the Group obtains substantially all the economic benefits from the use of the specified asset and whether it has the right to direct how and for what purpose the asset is used. If these criteria are satisfied at the commencement date, a right-of-use asset and a lease liability are recognised in the statement of financial position. 2023 5,337 -721 4,616 -363 -2 -8 - 4,243 2022 4,961 -706 4,255 -145 - - -92 4,018 2023¹ 2022¹ 74 -27 47 110 -31 79 CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 85 Depreciation is calculated on the basis of the cost less the residual value and impairment losses. Impairment Impairment losses of a non-recurring nature are recognised under special items. SECTION 2.3 (CONTINUED) INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT In determining the lease term, management considers all the facts and circumstances that create an economic incentive to exercise an extension option or not to exercise a termination option. Extension or termination options are only included in the lease term if the lease is reasonably certain to be extended or not terminated. The term is reassessed if a significant change in circumstances occurs. The assessment of purchase options follows the same principles as those applied for extension options. The lease payment for cars and trucks often includes costs of service and insurance. If these costs are not objectively assessable, the Group estimates the costs when separating the service component from the lease. ACCOUNTING POLICIES Cost Intangible assets and property, plant and equipment are initially recognised at cost and subsequently measured at cost less accumulated amortisation or depreciation and impairment losses. Cost comprises the purchase price and costs directly attributable to the acquisition until the date when the asset is available for use. The cost of acquired brand rights is accounted for using the accumulated cost approach if the total consideration includes an earn- out dependent on the brands’ future performance. The cost of self-constructed assets comprises direct and indirect costs of materials, components, sub- suppliers, wages and salaries, and capitalised borrowing costs on specific or general borrowings attributable to the construction of the asset, and is included in plant and machinery. Research and development costs are recognised in the income statement as incurred. Development costs of intangible assets, for example software, are recognised as other intangible assets if the costs are expected to generate future economic benefits. For assets acquired in business combinations, including brands and property, plant and equipment, cost at initial recognition is determined by estimating the fair value of the individual assets in the purchase price allocation. Goodwill is only acquired in business combinations and is measured in the purchase price allocation. Goodwill is not amortised but is subject to an annual impairment test, cf. section 2.2. Amortisation and depreciation are recognised as cost of sales, sales and distribution expenses, and administrative expenses depending on the use of the asset. The expected useful life is as follows: Brands with finite useful life Software Normally 20 years Normally 3-5 years. Group-wide systems developed as an integrated part of a major business development programme: 5-7 years Depending on contract; if no contract term has been agreed, normally not exceeding 5 years Where individual components of an item of property, plant and equipment have different useful lives, they are accounted for as separate items. Delivery rights Returnable packaging materials that the Group controls through a legal or constructive obligation are capitalised as property, plant and equipment. Customer agreements/ relationships Depending on contract with the customer; if no contract exists, normally not exceeding 20 years Subsequent costs, for example in connection with replacement of components of property, plant and equipment, are recognised in the carrying amount of the asset if it is probable that the costs will result in future economic benefits for the Group. The replaced components are derecognised from the statement of financial position and recognised as an expense in the income statement. Costs incurred for ordinary repairs and maintenance are recognised in the income statement as incurred. Useful life, amortisation, depreciation and impairment losses Useful life and residual value are determined at the acquisition date and reassessed annually. If the residual value exceeds the carrying amount, depreciation is discontinued. Amortisation and depreciation are recognised on a straight-line basis over the expected useful life of the assets, taking into account any residual value. The expected useful life and residual value are determined based on past experience and expectations of the future use of assets. Buildings Technical installations Brewery equipment 20-40 years 15 years 15 years Filling and bottling equipment 8-15 years Technical installations in warehouses On-trade and distribution equipment 8 years 5 years Fixtures and fittings, other plant and equipment 5-8 years Returnable packaging materials 3-10 years Hardware Land 3-5 years Not depreciated Leases At the commencement date, the Group recognises a lease liability and a corresponding right-of-use asset at the same amount, except for short-term leases of 12 months or less and leases of low-value assets. A right-of-use asset is initially measured at cost, which consists of the initial lease liability and initial direct costs less any lease incentives received. The Group has applied the practical expedient option allowed under IFRS Accounting Standards by using a portfolio approach for the recognition of lease contracts related to assets of the same nature and with similar lease terms, i.e. cars and trucks. Subsequently, the right-of-use asset is measured at cost less depreciation and impairment losses and adjusted for remeasurement of the lease liability. The right-of-use asset is depreciated over the earlier of the lease term and the useful life of the asset. The impairment testing of right-of-use assets follows the same principles as those applied for property, plant and equipment, cf. section 2.2. Right-of-use assets are recognised as property, plant and equipment. The Group has elected not to recognise right-of-use assets and liabilities for leases with a term of 12 months or less and leases of low-value assets. Lease payments related to such leases are recognised in the income statement as an expense on a straight-line basis over the lease term. Government grants and other funding Grants and funding received for the acquisition of assets and development projects are recognised in the statement of financial position by deducting the grant from the carrying amount of the asset. The grant is recognised in the income statement over the life of the asset as a reduced depreciation charge. SECTION 3 SPECIAL ITEMS, PROVISIONS AND OTHER LIABILITIES CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 86 381m SPECIAL ITEMS, INCOME (DKK) Impacted by the derecognition of loan and payables to the discontinued operation in Russia. -812m SPECIAL ITEMS, EXPENSES (DKK) Impacted by impairment losses and reversal on impairment losses, termination of the Kronenbourg 1664 licensee agreement in the UK and restructuring costs across the Group. SECTION 3.1 SPECIAL ITEMS SPECIAL ITEMS, INCOME In 2023, a loan of DKK 297m and payables for brand rights of DKK 53m, totalling DKK 350m, were derecognised. Both the loan and the payables were owed to the discontinued operation in Russia prior to the issuance of the presidential decree on 16 July 2023. In 2022, the Group recognised reversal of provisions made in purchase price allocations in prior years, mainly in Asia, of DKK 217m. SPECIAL ITEMS, EXPENSES These comprise impairment losses of DKK 305m on brands in Western Europe, DKK 123m in Central & Eastern Europe and DKK 97m in Asia, in total DKK 525m. Impairment losses of DKK 400m previously recognised on brands in Asia were reversed. In Cambodia our business was negatively impacted by the challenging environment, resulting in the recognition of impairment losses of DKK 152m on non-current assets. Impairment losses of DKK 76m were recognised on receivables from the discontinued operation in Russia that are no longer expected to be received. Special items DKK million Special items, income Derecognition of loan and payables to the discontinued operation in Russia Revaluation gain on acquisition of Jing-A Group Gain on disposal of entities Reversal of provisions made in purchase price allocations in prior years Income Special items, expenses Impairment of goodwill Impairment of brands Reversal of impairment losses Impairment of non-current assets in Cambodia Impairment of property, plant and equipment Impairment of receivables from the discontinued operation in Russia Reversal of provisions made in prior years Cost of termination of a licensee agreement Restructuring projects and provisions Costs related to acquisition and disposal of entities etc. Impairment of assets and other war-related costs in Ukraine Donations Other expenses Expenses Special items, net Section 2023 2022 5.1 5.3 2.2.3 2.2.4 2.2.4 2.2.5 5.1 3.2 350 20 11 - 381 - -525 400 -152 -33 -76 100 -196 -141 -117 -28 -2 -42 -812 -431 - - - 217 217 -700 - 10 - -74 - 37 - -76 -92 -79 -27 - -1,001 -784 Provisions of DKK 100m recognised in prior years for legal claims that did not materialise (2022: DKK 37m) were reversed. The Group terminated the licensee agreement for Kronenbourg 1664 in the UK, resulting in a cost of DKK 196m. SECTION 3.1 (CONTINUED) SPECIAL ITEMS The Group continued to carry out various restructuring projects as part of the ongoing focus on cost and efficiency initiatives, resulting in a cost of DKK 141m (2022: DKK 76m). Other impairment losses of DKK 33m on property, plant and equipment, partly related to flooding in China and the decision to close Ringwood Brewery in the UK. In 2022, the impairment losses included DKK 74m on property, plant and equipment in Asia. In 2022, the Group recognised a write-down of goodwill allocated to the Central & Eastern Europe region of DKK 700m. Additionally, as a consequence of the war in Ukraine, impairment of trade receivables, inventories and plant and equipment was recognised at DKK 79m. ACCOUNTING ESTIMATES AND JUDGEMENTS The use of special items entails management judgement in the separation from ordinary items. Management carefully considers individual items and projects (including restructurings) in order to ensure the correct distinction and split between operating activities and significant income and expenses of a special nature. Impact of special items on operating profit Management initially assesses the entire restructuring project and recognises all present costs of the project. The projects are assessed on an ongoing basis, with additional costs possibly being incurred during the lifetime of the project. The estimate includes expenses related to termination of employees, onerous contracts, break fees and other obligations arising in connection with restructurings. Management reassesses the useful life and residual value of non-current assets used in an entity undergoing restructuring. ACCOUNTING POLICIES Special items include significant income and expenses of a special nature in relation to the Group’s revenue- generating activities that cannot be attributed directly to the Group’s ordinary operating activities. Special items also include significant non-recurring items, including termination benefits related to retirement of members of the Executive Committee, impairment of goodwill and brands, significant provisions in relation to certain disputes and lawsuits, gains and losses on the disposal of activities and associates, revaluation of the shareholding in an entity held immediately before a step acquisition or cessation of consolidation of that entity, and transaction costs in a business combination. Significant restructuring of processes and structural adjustments are included in special items. Special items are shown separately from the Group’s ordinary operations to facilitate a better understanding of the Group’s financial performance. DKK million 2023 2022 If special items had been recognised in operating profit before special items, they would have been included in the following line items: Cost of sales Sales and distribution expenses Administrative expenses Other operating activities, net Impairment of goodwill Financial Items Special items, net CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 87 SECTION 3.2 PROVISIONS Restructuring provisions relate to termination benefits to employees made redundant, primarily as a result of a restructuring project accounted for as special items. The restructuring provision of DKK 85m in 2023 primarily relates to various projects mainly concerning centralised Group functions. Provisions for onerous contracts primarily relate to contract brewing in Asia and are expected to be utilised by 2028. Other provisions of DKK 2,058m include ongoing disputes and lawsuits of varying content and scope, provisions made in connection with purchase price allocations (PPA provisions) and employee obligations other than retirement benefits. Timing of settlement of ongoing disputes, lawsuits and PPA provisions cannot be determined, whereas the remaining liabilities are expected to be settled in one to two years. Total provisions were impacted by settlement of the fine of DKK 372m received in the competition case in Germany, cf. section 3.4, and reversal of other legal and contractual obligations that did not materialise, in total DKK 619m. ACCOUNTING ESTIMATES AND JUDGEMENTS In connection with restructurings, management assesses the timing of the costs to be incurred, which influences the classification as current or non-current liabilities. Provision for onerous contracts is based on agreed terms with the other party and expected fulfilment of the contract, based on the current estimate of volumes, use of raw materials etc. DKK million 2023 Provisions at 1 January 2023 Additional provisions recognised Used during the year Reversal of unused provisions Transfers Discounting Foreign exchange adjustments etc. Provisions at 31 December 2023 Classified as -98 -5 -15 34 -501 -6 58 2 - 16 -700 Non-current provisions - Current provisions -431 -784 Total Restructurings Onerous contracts 84 104 -103 - - - - 85 1 84 85 486 75 -20 -156 - 5 -24 366 326 40 366 Other 2,541 503 -577 -463 63 17 -26 2,058 1,238 820 2,058 Total 3,111 682 -700 -619 63 22 -50 2,509 1,565 944 2,509 SECTION 3.2 (CONTINUED) PROVISIONS SECTION 3.3 OTHER LIABILITIES Management assesses provisions, contingent assets and liabilities, and the likely outcome of pending or probable lawsuits etc. on an ongoing basis. The outcome depends on future events, which are by nature uncertain. In assessing the likely outcome of lawsuits and tax disputes etc., management relies on external legal advice and established precedents. ACCOUNTING POLICIES Provisions, including profit-sharing provisions, are recognised when, as a result of events arising before or at the reporting date, the Group has a legal or a constructive obligation and it is probable that there may be an outflow of economic benefits to settle the obligation. DKK million 2023 2022 Classified as Non-current liabilities Current liabilities Total Other liabilities by origin Staff costs payable Excise duties and VAT payable Other payables Deferred income Contingent consideration Total 314 13,020 13,334 305 13,503 13,808 2,296 2,335 2,401 2,693 499 5,445 13,334 2,487 2,835 574 5,577 13,808 Provisions are discounted if the effect is material to the measurement of the liability. The risk-free interest rate is used as the discount rate. For a detailed description of contingent considerations, see section 5.4. Restructuring costs are recognised when a detailed, formal restructuring plan has been announced to those affected no later than at the reporting date. On acquisition of entities, restructuring provisions in the acquiree are only included in the opening balance when the acquiree has a restructuring liability at the acquisition date. A provision for onerous contracts is recognised when the benefits expected to be derived by the Group from a contract are lower than the unavoidable costs of meeting its obligations under the contract. ACCOUNTING POLICIES Other liabilities include excise duties (specific taxes imposed on sales of beer and soft drinks), VAT, withholding tax, accrued interest and payroll, e.g. salaries, overtime, vacation and bonus. Other liabilities (current) are initially recognised at fair value and subsequently at amortised cost. CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 88 In October and November 2021, the Group’s associate in Portugal, Super Bock Group, received decisions on the alleged anticompetitive practice in two ongoing cases. In the first case the Portuguese Court of Appeal confirmed the fine of EUR 24m issued by the competition authority, and in the second case the Portuguese competition authority imposed a fine of EUR 33m on Super Bock. Both decisions have been appealed to the Supreme Court by Super Bock. Subsequently, on account of Super Bock’s alleged anticompetitive practices, a separate private enforcement claim of EUR 400m was filed by a consumer protection association against Super Bock for compensation of Portuguese consumers for alleged harm. There have been no significant developments in this case since. In December 2023, Chongqing Jiawei Beer Co. Ltd., in which the Group holds a 33% shareholding, raised a claim for damages of RMB 631m against Chongqing Brewery Co. Ltd. for alleged breach of contract in relation to a contract brewing agreement between the parties. In June 2022, Chongqing Jiawei Beer Co. Ltd. had withdrawn previous claims based on substantially similar allegations. Based on the facts and evidence currently put forward, it is not considered likely that the claim will lead to a negative outcome for the Group. SECTION 3.4 CONTINGENT LIABILITIES The Group operates in very competitive markets where consolidation is taking place within the industry and among our customers and suppliers, all of which influence our business in different ways. In the ordinary course of business, the Group is party to certain lawsuits, disputes etc. of varying content and scope, some of which are referred to below. The resolution of these lawsuits, disputes etc. is associated with uncertainty, as they depend on relevant applicable proceedings, such as negotiations between the parties affected, government actions and court rulings. In May 2023, Carlsberg Deutschland was ordered to pay a fine of EUR 50m (DKK 372m) for alleged infringement of the competition rules in 2007. It was decided not to appeal the decision and the fine was paid in July. In October 2021, the French competition authority issued a Statement of Objection against a large number of FMCG companies, including three entities in the Group – Kronenbourg SAS, Carlsberg Breweries A/S and Carlsberg A/S – for alleged participation in an anticompetitive agreement not to advertise the non-use of bisphenol A (BPA). Carlsberg did not agree with the French competition authority and prepared its defence in the case during 2021, which was submitted in the first quarter of 2022. A decision was issued on 10 January 2024. None of the companies in the Group were fined by the French competition authority as the allegations were time-barred. CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 89 GUARANTEES AND COMMITMENTS The Group has issued guarantees for third- party obligations (non-consolidated entities) of DKK 201m (2022: DKK 205m). No guarantees have been issued for loans raised by associates. Certain guarantees etc. are issued in connection with disposal of entities and activities, and in connection with on-trade loans. Apart from items recognised in the statement of financial position or disclosed in the consolidated financial statements, these guarantees etc. will not have a material effect on the Group’s financial position. Capital commitments, lease liabilities and service agreements are described in section 2.3. arbitration panel must be settled at an amount determined by a valuer appointed by the International Chamber of Commerce. The valuer released the call valuation in July 2023. Carlsberg is satisfied with the valuation outcome and subsequently exercised its call option. The call option will come into effect if the put valuation is invalidated by the arbitration tribunal. In addition to the disputes with our partner in CSAPL regarding India and Nepal, there is a dispute with the local 10% shareholder in Gorkha Brewery, a related party to the Group’s 33% partner in CSAPL. The conclusion of the put or call option process and the increase to 100% ownership of CSAPL does not include the 10% held locally and would not settle the dispute with the local shareholder, and Gorkha Brewery therefore remains not consolidated until the dispute has been settled separately. Management and the Group General Councel continuously assess these risks and their likely outcome. It is the opinion of management and the Group General Councel that, apart from items recognised in the statement of financial position, the outcome of these lawsuits, disputes etc. cannot be reliably estimated in terms of amount or timing or the risk of a negative outcome is considered to be remote. The Group does not expect the ongoing lawsuits and disputes to have a material impact on the Group’s financial position, net profit or cash flow, in excess of items recognised in the statement of financial position. SECTION 3.4 (CONTINUED) CONTINGENT LIABILITIES For some time, the Group has had serious disagreements with our partner CSAPL Holdings Pte Ltd (CSAPLH) in relation to Carlsberg South Asia Pte Ltd (CSAPL), of which Carlsberg owns two thirds and CSAPLH the remaining one third. CSAPL is the holding company for the businesses in India (100%) and Nepal (90%). Several issues have previously been referred to arbitration, including various allegations relating to governance and breach of the Shareholders’ Agreement and governance matters, in all of which Carlsberg has been completely vindicated. As a result, the arbitration tribunal in May 2022 awarded Carlsberg the right to call CSAPLH’s shares in CSAPL. Carlsberg immediately invoked the right to begin the call option valuation process, and CSAPLH subsequently exercised its right under the Shareholders’ Agreement to begin the put option valuation process. In accordance with the Shareholders’ Agreement, the put option price was determined as the simple average of two valuations assessed by two independent external valuers, which are internationally recognised accounting firms, one appointed by each shareholder. The put option valuation was released by the valuers in February 2023, stating a value for CSAPLH’s shares in CSAPL of USD 744m. CSAPLH subsequently issued a formal put notice to sell its 33% shareholding in CSAPL to the Group at the put option valuation amount. The put option valuation was referred to arbitration by the Group, as the valuation is considered to have been conducted in breach of the Shareholders’ Agreement. An arbitration award is expected to be issued in Q4 2024. In accordance with the Shareholders’ Agreement, the call option awarded to Carlsberg by the SECTION 4 FINANCING COSTS, CAPITAL STRUCTURE AND EQUITY CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 90 22.4bn NET INTEREST-BEARING DEBT (DKK) Gross financial debt amounted to DKK 39.1bn (2022: DKK 28.6bn). Net interest-bearing debt was DKK 22.4bn, an increase of DKK 3.0bn compared with year-end 2022. The liquidity position remained solid due to the free cash flow of DKK 4.9bn (free operating cash flow of DKK 7.5bn) and access to a EUR 2bn credit facility, which was unutilised at 31 December 2023. The leverage ratio, measured as net interest- bearing debt to EBITDA, was 1.47x at year-end (2022: 1.23x), well below our target of below 2.0x. CHANGES IN NET INTEREST-BEARING DEBT (DKKbn) 3.2bn SHARE BUY-BACK (DKK) During 2023, the Company repurchased shares worth DKK 3.2bn under the quarterly share buy-back programmes initiated in 2022 and 2023. 25.7bn EQUITY (DKK) Equity amounted to DKK 25.7bn (2022: DKK 34.7bn), DKK 23.2bn of which was attributable to shareholders in Carlsberg A/S and DKK 2.5bn to non-controlling interests. The change in equity of DKK -9.0bn was mainly due to foreign exchange losses on translation of foreign entities for the period of DKK 3bn, the dividend payout of DKK 4.8bn and the share buy-back of DKK 3.2bn. Profit for the period from continuing activities was DKK 8.0bn, partly offset by the loss from discontinued operations, excluding reclassification of the accumulated currency translation and hedge losses of DKK 6.3bn. The reclassification of the currency translation and hedge losses relating to Russia did not impact net equity. -844m NET FINANCIAL ITEMS (DKK) Financial items, net, amounted to DKK -844m (2022: DKK -725m). Excluding currency losses and fair value adjustments, financial items, net, amounted to DKK -693m (2022: DKK -506m). The increase was mainly due to the increase in interest rates and average net debt. LEVERAGE RATIO (NIBD/EBITDA) 2019-2020 including Russia. 2021-2023 excluding Russia. 201920202021202220231.01.21.41.61.82.019.3-11.65.90.84.83.20.6-0.622.4NIBD at 1 JanuaryCash flow, operating activitiesInvesting activities,excl. acquisition of entities, netAcquisition of shareholdingsDividends, totalShare buy-backLease liabilities, netOther movementsNIBD at 31 DecemberSECTION 4.1 FINANCIAL INCOME AND EXPENSES Interest income primarily relates to interest on cash and cash equivalents and deposits measured at amortised cost. Foreign exchange losses, net, include fair value adjustments of hedges not designated as hedging instruments and foreign exchange losses. The fair value adjustment of hedges not designated as hedging instruments amounted to DKK 60m (2022: DKK -121m), cf. section 4.9. Foreign exchange losses and fair value adjustments amounted to DKK 151m (2022: DKK 219m). Of the net change in fair value of cash flow hedges transferred or reclassified to the income statement, DKK -280m (2022: DKK 69m) has been included in revenue and cost of sales, DKK -22m in special items (2022: DKK 0m), DKK 0m (2022: DKK -16m) in financial items, DKK -545m (2022: DKK 0m) in loss from discontinued operations, and DKK -18m (2022: DKK -2m) in intangible assets and property, plant and equipment. Foreign exchange adjustments of foreign entities recognised in other comprehensive income amounts to DKK 37,781m, cf. section 4.4.4. CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 91 FINANCIAL ITEMS, NET (DKKm) 2019-2020 including Russia. 2021-2023 excluding Russia. Financial items, net Financial items, net, excl. fair value and FX Financial items recognised in the income statement DKK million Financial income Interest income Interest on plan assets, defined benefit plans Other Total Financial expenses Interest expenses Capitalised financial expenses Foreign exchange losses, net Interest expenses on obligations, defined benefit plans Interest expenses, lease liabilities Bank fees Other Total Financial items, net, recognised in the income statement Financial items excluding foreign exchange, net 2023 2022 381 309 5 695 -752 8 -151 -339 -32 -142 -131 -1,539 -844 -693 220 120 7 347 -519 2 -219 -158 -23 -78 -77 Financial items recognised in other comprehensive income DKK million Foreign exchange adjustments of foreign entities Foreign currency translation of foreign entities Reclassification of cumulative translation differences of deconsolidated entities Total Fair value adjustments of hedging instruments Change in fair value of effective portion of cash flow hedges Change in fair value of cash flow hedges transferred or reclassified to the income statement, intangible assets and property, plant and equipment -1,072 Change in fair value of net investment hedges -725 -506 Total Financial items, net, recognised in other comprehensive income 2023 2022 -3,143 40,924 37,781 -3,926 - -3,926 -174 -313 882 212 920 -51 -395 -759 38,701 -4,685 20192020202120222023-800-600-400-2000 CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 92 SECTION 4.2 FINANCIAL ASSETS AND LIABILITIES SECTION 4.3 NET INTEREST- BEARING DEBT SECTION 4.4 CAPITAL STRUCTURE DKK million 2023 2022 4.4.1 CAPITAL STRUCTURE Management regularly assesses whether the Group’s capital structure is in the interests of the Group and its shareholders. The overall objective is to ensure a continued development and strengthening of the Group’s capital structure that supports long-term profitable growth and a solid increase in key earnings and ratios. This includes assessment of and decisions on the split of financing between share capital and borrowings, which is a long- term strategic decision to be made in connection with significant investments and other transactions. Of the gross financial debt at year-end, 79% (2022: 80%) was non-current, i.e. with maturity of more than one year. Gross financial debt amounted to DKK 39.1bn (2022: DKK 28.6bn). Non-current borrowings totalled DKK 30.8bn (2022: DKK 22.9bn) and current borrowings totalled DKK 8.3bn (2022: DKK 5.8bn). A EUR 500m EMTN bond matured in September 2023, and during the year a total of EUR 2.05bn of EMTN bonds was issued with maturities in 2026, 2028 and 2033, cf. section 4.5. The Group continuously assesses the maturity and repayment profile of its debt, and the high level of refinancing in 2023 should be seen in the light of the EUR 1bn EMTN bond maturing in May 2024. The difference of DKK 16.8bn between gross financial debt and net interest-bearing debt mainly comprised cash and cash equivalents, deposits and securities and on-trade loans. 101 200 90 262 4,866 893 2,700 2,236 13,382 24,378 4,825 886 2,797 - 8,163 17,023 Carlsberg A/S’ share capital is divided into two classes (A shares and B shares). Combined with the Carlsberg Foundation’s position as majority shareholder (in terms of control), management considers that this structure will remain advantageous for all of the shareholders, enabling and supporting the long-term development of the Group. The Group targets a leverage ratio below 2.0x. At the end of 2023, the leverage ratio was 1.47x (2022: 1.23x). The Group currently uses share buy-back programmes to return excess cash to shareholders. The share buy-back programmes are initiated based on a cautious evaluation of the Group’s funding flexibility and credit resources available. The size and duration of each programme depend on the expected organic and inorganic investments needed to grow the business and the Group’s intention to maintain a leverage ratio below 2.0x. 53 105 Net interest-bearing debt 269 5,445 282 5,577 DKK million Non-current borrowings Current borrowings Gross financial debt Deposits and securities Cash and cash equivalents Net financial debt 39,101 22,159 1,717 7,055 28,646 21,917 1,627 7,261 Loans to associates, interest- bearing portion On-trade loans, net Other receivables, net 2023 30,763 8,338 2022 22,865 5,781 39,101 28,646 -2,236 -13,382 - -8,163 23,483 20,483 -276 -460 -396 -275 -492 -390 Share capital 1 January 2022 Cancellation of treasury shares Class A shares Class B shares Total share capital Shares of DKK 20 Nominal value, DKK ’000 Shares of DKK 20 Nominal value, DKK ’000 Shares of DKK 20 33,699,252 673,985 111,557,554 2,231,151 145,256,806 - - -3,400,000 -68,000 -3,400,000 31 December 2022 33,699,252 673,985 108,157,554 2,163,151 141,856,806 Cancellation of treasury shares - - -4,500,000 -90,000 -4,500,000 31 December 2023 33,699,252 673,985 103,657,554 2,073,151 137,356,806 A shares carry 20 votes per DKK 20 share. B shares carry two votes per DKK 20 share. A preferential right to an 8% non-cumulative dividend is attached to B shares. Apart from votes and dividends, all shares rank equally. Nominal value, DKK ’000 2,905,136 -68,000 2,837,136 -90,000 2,747,136 Total financial liabilities 75,799 65,415 Net interest-bearing debt 22,351 19,326 Financial assets at fair value Derivatives not designated as hedging instruments Derivatives designated as hedging instruments Financial assets at amortised cost Trade receivables Trade loans Other receivables Deposits and securities Cash and cash equivalents Total financial assets Financial liabilities at fair value Derivatives not designated as hedging instruments Derivatives designated as hedging instruments Contingent considerations Borrowings and other financial liabilities at amortised cost Non-current and current borrowings Trade payables Deposit liabilities Other payables CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 93 SHARE BUY-BACK AND TREASURY SHARES On 7 February 2023, the Company announced its intention to continue the share buy-back, executed as quarterly programmes. In 2023, a total of 3,338,514 B shares worth DKK 3.2bn were repurchased. The 2023 programme ended with the fourth quarterly programme, which was finalised on 26 January 2024. Under this programme, the Company has repurchased a total of 3,160,923 B shares at a total purchase price of DKK 3.0bn over a 12-month period. According to the authorisation of the Annual General Meeting, the Supervisory Board may, in the period until 13 March 2027, allow the Company to acquire treasury shares up to a total holding of 10% of the nominal share capital at a price quoted on Nasdaq Copenhagen at the time of acquisition with a deviation of up to 10%. The permitted holding of treasury shares covers those acquired in share buy-back programmes. The Company holds no class A shares. Transactions with shareholders in Carlsberg A/S DKK million Dividends paid to shareholders Share buy-back Total 2023 2022 -3,695 -3,200 -6,895 -3,389 -4,400 -7,789 Dividends paid to non-controlling interests amounted to DKK 1,106m (2022: DKK 1,042m). SECTION 4.4 (CONTINUED) CAPITAL STRUCTURE The Group generally intends to cancel treasury shares that are not used for hedging of incentive programmes. The Group is rated by Moody’s Investors Service and Fitch Ratings. Management assesses the risk of changes in the Group’s investment-grade rating as an element in strategic decisions on capital structure. Identification and monitoring of risks that could change the rating were carried out on an ongoing basis throughout the year. 4.4.2 SHARE CAPITAL At the Annual General Meeting on 13 March 2023, it was decided to reduce the share capital of Carlsberg A/S by a nominal amount of DKK 90,000,000 to a nominal amount of DKK 2,747,136,120 by cancelling 4,500,000 of the B shares held by the Company, each with a nominal value of DKK 20. EQUITY1 (DKKbn) The cancellation was completed on 11 April 2023. These shares had been repurchased as part of the Company’s share buy-back programmes. At the Annual General Meeting on 11 March 2024, the Supervisory Board will recommend that 3,100,000 treasury shares not used for the hedging of the incentive programme be cancelled. 4.4.3 EQUITY DIVIDENDS The Group proposes a dividend of DKK 27.00 per share (2022: DKK 27.00 per share), amounting to DKK 3,709m (2022: DKK 3,830m). The proposed dividend has been included in retained earnings at 31 December 2023. Dividends to be paid out in 2024 for 2023, net of dividends on treasury shares held at 31 December 2023, will amount to DKK 3,621m (paid out in 2023 for 2022: DKK 3,708m). At 31 December 2023, dividends to non- controlling interests of DKK 43m were payable. Treasury shares 1 January 2022 Acquisition of treasury shares Cancellation of treasury shares Used to settle share-based payments 31 December 2022 Acquisition of treasury shares Cancellation of treasury shares Used to settle share-based payments 31 December 2023 Fair value, DKKm 3,800 4,169 Shares of DKK 20 3,364,518 4,751,576 -3,400,000 -200,709 4,515,385 3,338,514 -4,500,000 -111,409 2,746 3,242,490 Nominal value, DKKm Percentage of share capital 67.3 95.0 -68.0 -4.0 90.3 66.8 -90.0 -2.3 64.8 2.3 % 3.3 % -2.3 % -0.1 % 3.2 % 2.5 % -3.2 % -0.1 % 2.4 % 1 Excluding the gross impact of the reclassification of cumulative currency translation and hedge losses related to the discontinued operation that has no net impact on total equity. 34.78.0-6.2-3.1-0.10.2-4.8-3.20.225.7Equityat 1 JanuaryProfit from continuingoperationsLoss from discontinuedoperationsForeign exchange adjustmentsRetirement benefit obligationsHedgingDividends paidShare buy-backNon-controllinginterestsEquity at31 December 4.4.4 OTHER COMPREHENSIVE INCOME Other comprehensive income has mainly been impacted by the reclassification adjustments to the income statement of accumulated currency translation losses of DKK 40.9bn and hedge losses of DKK 0.5bn following the deconsolidation of the Russian operation in July 2023. This was partly offset by negative foreign exchange adjustments of DKK 3.1bn from translation of Group entities with a functional currency other than DKK. SECTION 4.4 (CONTINUED) CAPITAL STRUCTURE ACCOUNTING POLICIES Proposed dividends The proposed dividend is recognised as a liability at the date when it is adopted at the Annual General Meeting (declaration date). Treasury shares Cost of acquisition, consideration received and treasury share dividends received are recognised directly in equity as retained earnings. Capital reductions from the cancellation of treasury shares are deducted from the share capital at an amount corresponding to the nominal value of the shares and added to retained earnings. Proceeds from the sale of treasury shares in connection with the settlement of share-based payments are recognised directly in equity. CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 94 4.4.5 FINANCIAL RISK MANAGEMENT The Group’s activities mean it is exposed to a variety of financial risks, including market risk (foreign exchange risk, interest rate risk and commodity risk), credit risk and liquidity risk. These risks are described in the following sections: • Foreign exchange risk: sections 1.3 and 4.7 • Interest rate risk: section 4.6 • Commodity risk: section 1.2.1 • Credit risk: sections 1.5.1 and 4.5.2 • Funding and liquidity risk: section 4.8 • Fair value and fair value adjustments of derivatives used for hedging: sections 4.7.2 and 4.9 The Group’s financial risks are managed by Group Treasury in accordance with the Financial Risk Management Policy approved by the Supervisory Board as an integrated part of the overall risk management process. The risk management governance structure is described in the Management review (pages 48-50). To reduce exposure to these risks, the Group enters into a variety of financial instruments and generally seeks to apply hedge accounting to reduce volatility in the income statement. Debt instruments and deposits in foreign currency reduce the overall risk but will generally not achieve the objective of reducing volatility in specific items in the income statement, unless they are designated as cash flow hedges. Other comprehensive income as recognised in the statement of changes in equity DKK million 2023 Foreign exchange adjustments of foreign entities Value adjustments of hedging instruments Retirement benefit obligations Income tax Total 2022 Foreign exchange adjustments of foreign entities Value adjustments of hedging instruments Retirement benefit obligations Income tax Total Currency translation 38,025 212 - 13 38,250 -3,384 -395 - 88 -3,691 Hedging reserves Retained earnings - 698 - -56 642 - -344 - 15 -329 14 - -64 -28 -78 4 - 589 -77 516 Non- controlling interests Other comprehen- sive income -258 37,781 10 -9 -1 920 -73 -72 Total 38,039 910 -64 -71 38,814 -258 38,556 -3,380 -739 589 26 -3,504 -546 -20 -3 1 -568 -3,926 -759 586 27 -4,072 CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 95 SECTION 4.5 Changes in gross financial debt BORROWINGS AND CASH 4.5.1 BORROWINGS Total borrowings increased by DKK 10.5bn. Non-current borrowings increased by DKK 7.9bn, as a EUR 1.0bn EMTN bond that matures in May 2024 was reclassified to short- term and EUR 2.05bn of non-current EMTN bonds were issued. Current borrowings increased by DKK 2.6bn due to the repayment of a EUR 500m EMTN bond in September, the aforementioned reclassification of the EUR 1bn bond and no issuance under the commercial paper programme at year-end 2023. Gross financial debt DKK million 2023 2022 Non-current Issued bonds Bank borrowings Lease liabilities Other borrowings Total Current Issued bonds Bank borrowings Lease liabilities Commercial paper and other borrowings Total Total borrowings Fair value 29,270 136 1,335 22 21,470 70 1,203 122 30,763 22,865 7,448 323 466 101 8,338 39,101 38,449 3,714 271 390 1,406 5,781 28,646 26,694 An overview of issued bonds is provided in section 4.6. DKK million Gross financial debt at 1 January Proceeds from issue of bonds Instalments on and proceeds from borrowings, non-current Instalments on lease liabilities Commercial paper and other borrowings External financing Gross financial debt reclassified to liabilities in discontinued operations¹ Increase in lease liabilities¹ Debt acquired Other, including foreign exchange adjustments and amortisation¹ Gross financial debt at 31 December 1 Non-cash item. 2023 28,646 15,272 -3,725 -466 -1,710 9,371 - 674 412 -2 2022 28,922 3,708 -5,583 -423 1,170 -1,128 -29 629 - 252 39,101 28,646 4.5.2 CASH AND DEPOSITS Cash and cash equivalents include short-term marketable securities with an original term of less than three months that are subject to an insignificant risk of changes in fair value and form part of the short-term cash planning. Short-term bank deposits amounted to DKK 6,896m at 31 December 2023 (2022: DKK 1,530m). Carlsberg has placed surplus liquidity of DKK 2,236m from the issuance of bonds in bank deposits that do not meet the definition of cash and cash equivalents. These are classified as deposits and are co-managed with cash and cash equivalents. The average interest rate on deposits was 4.5% (2022: 6.2%). Total cash including deposits amounted to DKK 15,618m in 2023 (2022: DKK 8,163m). ACCOUNTING POLICIES Borrowings Borrowings are initially recognised at fair value less transaction costs and subsequently measured at amortised cost using the effective interest method. Accordingly, the difference between the fair value less transaction costs and the nominal value is recognised under financial expenses over the term of the loan. Lease liability The lease liability is measured at the present value of the remaining lease payments at the reporting date, discounted using the incremental borrowing rate for similar assets, taking into account the terms of the leases. A remeasurement of the lease liability, for example a change in the assessment of an option to purchase, results in a corresponding adjustment of the related right-of-use assets, cf. section 2.3. Extension or termination options are included in the lease term if the lease is reasonably certain to be extended or not terminated. Consequently, all cash outflows that are reasonably certain to impact the future cash balances are recognised as lease liabilities at initial recognition of lease contracts. The Group reassesses the circumstances leading to it not recognising extension or termination options on an ongoing basis. ASSESSMENT OF CREDIT RISK The Group is exposed to credit risk on cash and cash equivalents (including deposits), and derivative financial instruments with a positive fair value depending on the creditworthiness of the counterparty. The Group has established a credit policy under which financial transactions may be entered into only with financial institutions with a solid credit rating, defined as BBB. Carlsberg only enters into FX and aluminium derivatives with relationship banks, and the associated credit risk is mitigated to some extent by entering into ISDA agreements, partly because it is the same group of banks extending loans to the Group. Carlsberg operates with individual limits on banks, based on rating and other factors. For some of the markets in which the Group operates and holds cash, the financial institutions do not have a BBB rating, in which case an exemption is approved by Group Treasury. EXPOSURE TO CREDIT RISK The carrying amount of DKK 15,618m (2022: DKK 8,163m) represents the maximum credit exposure related to cash and cash equivalents and deposits. The credit risk on receivables is described in section 1.5.1 Cash and deposits DKK million Cash and deposits Derivative financial instruments Cash and deposits Derivative financial instruments 2023 2022 AA range A range BBB range Not rated or below BBB range Total 5,743 8,476 756 643 15,618 3 245 4 48 300 1,571 5,580 546 466 8,163 33 177 6 83 299 SECTION 4.6 INTEREST RATE RISK Interest rate risk is monitored on net financial debt, i.e. borrowings, cash and cash equivalents, deposits and securities and derivative financial instruments. The target is to have a duration between three and eight years. At 31 December 2023, the duration was 5.7 years (2022: 4.1 years). Interest rate risk is mainly managed using fixed-rate bonds, which are all denominated in EUR. At the reporting date, 126% of the net financial debt consisted of fixed-rate borrowings with interest rates fixed for more than one year (2022: 106%). The increase is due to the increase in both issued bonds and cash and cash equivalents. On a gross debt basis, 76% was at fixed interest rates (2022: 76%). Significant parts of the Group’s cash and cash equivalents are held in currencies other than EUR, whereas EUR accounts for the predominant part of the fixed- rate borrowings. As a result, 124% of the Group’s net debt is in EUR, which is why the interest rate exposure primarily relates to interest rate developments for EUR. SENSITIVITY ANALYSIS Total cash and cash equivalents including deposits exceeds borrowings with a floating interest rate, hence an increase in interest rates would result in a decrease in net interest expenses. It is estimated that a 1 percentage point interest rate increase across currencies would lead to a decrease in net interest expenses of DKK 61m (2022: DKK 12m). Interest rate risk DKK million 2023 Issued bonds Net financial debt by currency DKK million 2023 EUR CNY USD Other Total 2022 EUR CNY USD Other Total Gross financial debt Net financial debt 37,282 146 214 1,459 39,101 27,040 94 345 1,167 28,646 29,166 -2,801 -273 -2,609 23,483 26,083 -3,560 -35 -2,005 20,483 Gross financial debt, fixed % EUR 1,000m maturing 28 May 2024 EUR 500m maturing 13 October 2025 Net financial debt, fixed %¹ EUR 750m maturing 26 November 2026 EUR 500m maturing 30 June 2027 79% 100% EUR 700m maturing 5 October 2028 - - 18% 76% 80% - 30% 3% 76% - - EUR 400m maturing 1 July 2029 EUR 500m maturing 11 March 2030 -10% EUR 600m maturing 5 October 2033 126% Total Total 2022 83% Bank borrowings and other borrowings - Floating-rate -297% Fixed-rate -2 % Total 106% Total 2022 Fixed 29,291 - - 261 29,552 21,530 - 104 37 21,671 ¹ The percentage of net debt at fixed interest rates is above 100% in some currencies, as the total cash exceeds the current debt. In some currencies the percentage of net debt at fixed interest rates is negative, as the total cash exceeds the total debt. CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 96 The sensitivity analysis is based on the financial instruments (borrowing, cash and cash equivalents, deposits and securities and derivative financial instruments) recognised at the reporting date. The analysis was performed on the same basis as for 2022. All debts are carried at amortised cost and changes in the interest rate will not impact the carrying amount of debt but will impact the fair value of debt, cf. section 4.5.1. The fair value of total gross borrowings was DKK 652m lower than the carrying amount (2022: DKK 1,952m lower). If all interest rates across tenor and currencies had been 1 percentage point higher at the reporting date, it would have led to a gain of DKK 1,326m (2022: DKK 842m), and a similar loss had the interest rate been 1 percentage point lower. Average effective interest rate Interest rate Fixed for Carrying amount Interest rate risk Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed < 1 year 1-2 years 2-3 years 3-4 years 4-5 years > 5 years > 5 years > 5 years 2.6% 3.4% 3.6% 0.5% 4.2% 1.0% 0.7% 4.4 % 2.7% 1.7% Floating Fixed 4.1% 4.5% < 1 year > 1 year 7,448 3,718 5,578 3,711 5,179 2,959 3,708 Fair value Fair value Fair value Fair value Fair value Fair value Fair value 4,417 Fair value 36,718 25,184 2,102 281 2,383 3,462 Cash flow Fair value CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 97 SECTION 4.7 FOREIGN EXCHANGE RISK RELATED TO NET INVESTMENTS AND FINANCING ACTIVITIES 4.7.1 CURRENCY PROFILE OF BORROWINGS The Group is exposed to foreign exchange risk on borrowings denominated in a currency other than the functional currency of the local entities reporting the debt, as well as the risk that arises when net cash inflow is generated in one currency and borrowings are denominated and have to be repaid in another currency. 4.7.2 HEDGING OF NET INVESTMENTS IN FOREIGN SUBSIDIARIES The Group holds a number of investments in foreign subsidiaries where the translation of net assets to DKK is exposed to foreign exchange risks. The revaluation of the net investment is recognised in other comprehensive income. The Group hedges part of this foreign exchange exposure by selling foreign currencies via FX forwards and non-deliverable forwards (NDF), and designates these as net investment hedges. This mainly applies to net investments in CHF, CNY, MYR and NOK. The basis for hedging is reviewed at least once a year, and the two parameters, risk reduction and cost, are balanced. At the 2023 review it was decided to increase the hedging of CNY and to temporarily decrease the hedging of NOK. In economic terms, having debt in foreign currency or creating synthetic debt via forward exchange contracts constitutes hedging of the DKK value of future cash flows arising from operating activities or specific transactions. Where the notional amounts of forward exchange contracts do not exceed the net investment, the fair value adjustments are recognised in other comprehensive income. Two of the most significant net risks relate to foreign exchange adjustment of net investments in CNY and CHF, both of which are partly hedged. All the forward exchange contracts mature during 2024. At 31 December 2023, all adjustments of financial instruments have been recognised in other comprehensive income. Fair value adjustments of loans designated as strategic intra-group loans have also been recognised in other comprehensive income. The fair value of derivatives used as net investment hedges recognised at 31 December 2023 amounted to DKK -13m (2022: DKK 38m). The closing balance in the equity reserve for currency translation of hedges of net investments for which hedge accounting no longer applies amounted to DKK -1,962m (2022: DKK -2,282m) on a pre-tax basis. Positive fair values of derivatives are recognised as other receivables and negative values as other liabilities. During 2023 losses of DKK 24m regarding hedges of the net investment in RUB were reclassified from equity to the income statement and included in the loss from discontinued operations. Net investment hedges Currency profile of borrowings Before and after derivative financial instruments DKK million DKK million 2023 CHF NOK EUR USD CNY Other Total Total 2022 Original principal Effect of swap 285 163 37,282 214 146 1,011 39,101 28,646 1,219 383 -9,014 2,827 4,170 415 - - CNY MYR HKD CHF NOK SEK GBP SGD CAD Reclassified to the income statement After swap 1,504 546 28,268 3,041 4,316 1,426 39,101 28,646 Total 2023 2022 Hedging of invest- ment, amount in local currency Intra-group loans, amount in local currency Other comprehensive income (DKK) Average hedged rate Fair value of derivatives Fair value of derivatives 2023 -4,707 -128 - -294 -450 - - - - - 2022 -3,907 -128 - -310 -1,300 - - - - - 2023 2022 2023 2022 - - - - -3,609 -2,128 - 3,000 2,245 44 72 104 - - 3,000 2,217 -19 37 - - 253 16 84 -100 -53 7 -11 -2 -6 24 212 -12 -21 -49 -109 -94 -136 6 20 - - -395 2023 0.9713 1.5616 - 7.8708 0.6300 - - - - - 2022 1.0355 1.5560 - 7.4334 0.7179 - - - - - Asset Liability Asset Liability 71 12 - - - - - - - - -5 - - -79 -12 - - - - - 83 - - - 16 - - - - - - -3 - -58 - - - - - - 83 -96 99 -61 CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 98 IMPACT ON STATEMENT OF FINANCIAL POSITION Fluctuations in foreign exchange rates will affect the level of debt, as funding is obtained and cash held in a number of currencies. In 2023, net interest-bearing debt increased by DKK 614m (2022: DKK 431m) because of changes in foreign exchange rates. SENSITIVITY ANALYSIS An adverse development in the exchange rates would, all other things being equal, have had the hypothetical impact on other comprehensive income (OCI) for 2023 as illustrated in the table. The calculation is based on hedges existing as at 31 December 2023. Other comprehensive income Other comprehensive income is affected by changes in the fair value of currency derivatives designated as cash flow hedges of future purchases. APPLIED EXCHANGE RATES The average exchange rate was calculated using the monthly exchange rates weighted according to the phasing of the revenue per currency throughout the year. Exchange rate sensitivity - other comprehensive income 2023 DKK million NOK/DKK SEK/DKK PLN/DKK CHF/DKK USD/DKK RUB/DKK UAH/DKK Other Total Average hedged rate Notional amount 0.6412 0.6453 1.5994 7.8496 6.7677 - 0.1875 N/A -722 -807 -710 -628 -162 - -273 - Change 5% 5% 5% 5% 10% - 20% 5-30% Effect on OCI Average hedged rate -36 -40 -36 -31 -16 - -55 -28 -242 0.7208 0.6869 1.4694 7.5080 7.5926 0.1071 0.2212 N/A 2022 Effect on OCI -49 -42 -35 -26 38 -116 -62 -53 -345 Applied exchange rates DKK Swiss franc (CHF) Chinese yuan (CNY) Euro (EUR) Pound sterling (GBP) Indian rupee (INR) Laotian kip (LAK) Norwegian krone (NOK) Polish zloty (PLN) Ukrainian hryvnia (UAH) Swedish krona (SEK) Closing rate Average rate 2023 8.0485 0.9493 7.4529 8.5759 0.0812 0.0003 0.6630 1.7175 0.1766 0.6717 2022 7.5520 1.0106 7.4365 8.3845 0.0840 0.0004 0.7073 1.5887 0.1909 0.6686 2023 7.6744 0.9752 7.4510 8.5829 0.0834 0.0004 0.6510 1.6467 0.1882 0.6491 2022 7.4190 1.0569 7.4397 8.7235 0.0903 0.0005 0.7374 1.5859 0.2223 0.7002 SECTION 4.7 (CONTINUED) FOREIGN EXCHANGE RISK RELATED TO NET INVESTMENTS AND FINANCING ACTIVITIES 4.7.3 EXCHANGE RATE RISK ON CASH AND BORROWINGS The main principle for funding subsidiaries is that cash and borrowings should be denominated in local currency or hedged to local currency to avoid foreign exchange risk. However, in some Group entities, cash and borrowings are denominated in a currency other than the functional currency of the local entity without the foreign exchange risk being hedged. This applies primarily to a few entities in Central & Eastern Europe that hold cash and loans in EUR and USD and in this way obtain either hedge accounting or proxy hedging of the foreign exchange risk associated with the purchase of goods in foreign currency in these markets. 4.7.4 IMPACT ON FINANCIAL STATEMENTS AND SENSITIVITY ANALYSIS IMPACT ON INCOME STATEMENT For the impact of currency on operating profit and financial items, please refer to sections 1.3 and 4.1 respectively. CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 99 Committed credit facilities and credit resources available DKK million SECTION 4.8 FUNDING AND LIQUIDITY RISK Liquidity risk results from the Group’s potential inability to meet the obligations associated with its financial liabilities, for example settlement of financial debt and payment of suppliers. 2023 Current < 1 year Total current committed loans and credit facilities Non-current 1-2 years 2-3 years 3-4 years 4-5 years > 5 years Total non-current committed loans and credit facilities Cash and cash equivalents and deposits Current portion of utilised credit facilities Credit resources available (total non-current committed loans and credit facilities less net debt) The Group’s overall objective is to ensure continuous access, at the right price, to the financial resources needed for operations and growth. The aim is to ensure effective liquidity management, which involves obtaining sufficient committed credit facilities to ensure adequate financial resources and, to some extent, tapping a range of funding sources. DIVERSIFIED FUNDING SOURCES The Group is diversifying its access to funding to avoid relying on one single source of funding. The Group has access to a committed EUR 2bn revolving credit facility (RCF) maturing in 2026, which is currently not being utilised. In addition, the Group has committed cash pool bank overdraft facilities to cover the day-to-day liquidity needs and uncommitted access to the Euro Commercial Paper (ECP) market, which provides short-term funding. At 31 December 2023, bonds accounted for 94% of the gross funding. Total committed loans and credit facilities Utilised portion of credit facilities Unutilised credit facilities 2022 Unutilised credit facilities 9,487 9,487 4,210 20,664 3,838 5,261 11,702 8,338 8,338 4,210 5,752 3,838 5,261 11,702 45,675 30,763 - - 1,149 1,149 - 14,912 - - - 14,912 15,618 -8,338 1,149 1,149 - - 14,877 - - 14,877 8,163 -5,781 22,192 17,259 CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 100 SECTION 4.8 (CONTINUED) FUNDING AND LIQUIDITY RISK DKK 14,912m less utilisation of current facilities of DKK 8,338m. Including current credit facilities of DKK 1,149m, total committed unutilised credit facilities amounted to DKK 16,061m. CREDIT RESOURCES AVAILABLE The Group uses the term “credit resources available” to determine the adequacy of access to credit facilities. Credit resources available at year-end 2023 were DKK 5bn higher than at year-end 2022, as a result of the ongoing funding activities. Credit resources available include cash, deposits and unutilised credit facilities with more than 12 months to maturity less utilised credit facilities with less than 12 months to maturity and uncommitted working capital facilities. Net financial debt is used internally to monitor the Group’s credit resources available. Net financial debt is the Group’s net interest-bearing debt, excluding interest-bearing assets other than cash and deposits, as these assets are not actively managed in relation to liquidity risk. Net financial debt is shown in section 4.3. At 31 December 2023, the Group had total credit resources available of DKK 22,192m, consisting of cash and cash equivalents and deposits of DKK 15,618m plus committed unutilised non-current credit facilities of Time to maturity for non-current borrowings The credit resources available and access to unused committed credit facilities are considered reasonable in light of the Group’s current needs in terms of financial flexibility. The Group uses cash pools for day-to-day liquidity management in most of its entities in Western Europe, as well as intra-group loans to and from subsidiaries. Central & Eastern Europe and Asia are less integrated in terms of cash pools, and liquidity is managed via intra-group loans. For some markets in Asia, intra-group loans are not possible, and surplus liquidity will be paid out in the form of dividends, which results in a time lag between when the cash flow is generated and when it becomes available for repayment of Group debts. The most significant cash balances related to this delay are in China. Cash balances held in Ukraine of DKK 922m are temporarily unavailable for Group purposes due to the ongoing war. MATURITY OF FINANCIAL LIABILITIES The table lists the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements, and thus summarises the gross liquidity risk. The risk implied by the values reflects the one- sided scenario of cash outflows only. Trade payables and other financial liabilities originate from the financing of assets in ongoing operations, such as property, plant and equipment, and investments in working capital, for example inventories and trade receivables. The nominal amount/contractual cash flow of gross financial debt totalled DKK 39,278m in 2023 (2022: DKK 28,757m), whereas the total carrying amount was DKK 39,101m (2022: DKK 28,646m). The difference between these amounts arises at initial recognition and is treated as a cost that is capitalised and amortised over the duration of the borrowings. The interest expense is the contractual cash flows expected on the gross financial debt existing at 31 December 2023. The cash flow is estimated based on the notional amount of the above-mentioned borrowings and expected interest rates at year- end 2023 and 2022. Interest on debt recognised at year-end 2023 and 2022 for which no contractual obligation exists (current borrowing and other debts) has been included for a two- year period. The synthetic interest on lease liabilities has also been included for a two-year period. The interest applied to the part of the debt where no contractual obligation exists is 4.0% for 2024 and 2.5% for 2025 (2022: 2.8%). The increase is due to the increase in interest rates seen for most currencies during 2023. Maturity of financial liabilities DKK million 2023 Contractual cash flows Maturity < 1 year Maturity > 1 year < 5 years Maturity > 5 years Carrying amount Derivative financial instruments Derivative financial instruments, payables 295 295 - - 322 DKK million 2023 Issued bonds Bank borrowings Lease liabilities Other non-current borrowings Total Total 2022 1-2 years 2-3 years 3-4 years 4-5 years > 5 years 3,718 5,578 67 423 2 4,210 7,904 40 134 0 5,752 3,823 3,711 24 102 1 3,838 105 5,179 11,084 5 75 2 5,261 3,775 0 601 17 11,702 7,258 Total 29,270 136 1,335 22 30,763 22,865 Non-derivative financial instruments Gross financial debt Interest expenses Trade payables and other liabilities Contingent liabilities Contingent considerations Non-derivative financial instruments Financial liabilities Total 2022 39,278 4,193 23,876 201 5,445 72,993 73,288 59,884 8,346 954 23,876 201 5,141 38,518 38,813 36,082 19,135 2,280 - - 304 21,719 21,719 16,406 11,797 959 - - - 12,756 12,756 7,396 39,101 N/A 23,876 N/A 5,445 - - - SECTION 4.9 DERIVATIVE FINANCIAL INSTRUMENTS The Group enters into derivative financial instruments to hedge foreign exchange and commodity risks, cf. sections 1.2 and 1.3, and seeks to apply hedge accounting when this is possible. Hedging of future, highly probable forecast transactions is designated as cash flow hedges. Total net gain on active cash flow hedges recognised in OCI was DKK 123m with gains on aluminium and losses on exchange rate instruments and energy. The energy hedge is a power purchase agreement which secures fixed price electricity for 10 years commencing 2024. Positive fair values of derivatives are recognised as other receivables and negative values as other liabilities. The impact on other comprehensive income and the fair value of derivatives classified as cash flow hedges is presented in the cash flow hedge table. Following the deconsolidation of the Russian operation, the value of hedges relating to the original acquisition of the Russian operation and the value of aluminium and FX hedges in the Russian operation have been reclassified from equity to the income statement and included in the loss from discontinued operations at the time of deconsolidation. The total amount of the reclassification was DKK 545m. Additional losses of DKK 40m regarding hedges of financial investment were Cash flow hedges DKK million 2023 Exchange rate instruments Aluminium Energy Reclassification from OCI Total 2022 Exchange rate instruments Aluminium Energy Total Other comprehen- sive income Fair value, receivables Fair value, payables Fair value, net -73 231 -35 585 708 Other comprehen- sive income -8 -439 83 -364 7 62 48 - 117 -116 -57 - - -173 -109 5 48 - -56 Fair value, receivables Fair value, payables Fair value, net 62 18 83 163 -19 -202 - -221 43 -184 83 -58 Expected recognition 2024 -109 -10 2 - -117 2023 43 -183 - -140 2025 and later - 15 46 - 61 2024 and later - -1 83 82 CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 101 reclassified from the cash flow hedge reserve: DKK 22m to the income statement and DKK 18m to intangible assets. At 31 December 2023, hedging reserves included DKK -215m in relation to cash flow hedges for which hedge accounting is no longer applied. Fair value adjustments of derivative financial instruments that are not designated as either net investment hedges or cash flow hedges are recognised in financial income and expenses. The fair value adjustment of derivatives which have become ineffective is recognised in the income statement. In 2023 the ineffective portion amounted to DKK -9m and relates to exchange rate instruments and aluminium. ACCOUNTING ESTIMATES AND JUDGEMENTS When entering into financial instruments, management assesses whether the instrument is an effective hedge of expected future cash flows or financial investments. The effectiveness of recognised hedging instruments is assessed at least twice a year. Fair values of derivative financial instruments are calculated on the basis of level 2 input consisting of current market data and generally accepted valuation methods. Internally calculated values are used, and these are compared with external market quotes on a quarterly basis. For currency, aluminium and electricity derivatives, the calculation is as follows: a) The forward market rate is compared to the agreed rate on the derivatives, and the difference in cash flow at the future point in time is calculated. b) The amount is discounted to present value. Where relevant the discounting rate includes a credit risk adjustment. When entering into a contract, management assesses whether the contract contains embedded derivatives and whether they meet the criteria for separate classification and recognition. The Group currently does not have any embedded derivatives that meet the criteria for separate classification and recognition. Financial derivatives not designated as hedging instruments (economic hedges) DKK million 2023 Exchange rate instruments Ineffectiveness Total 2022 Exchange rate instruments Ineffectiveness Total Income statement Fair value, receivables Fair value, payables Fair value, net 69 -9 60 -105 -16 -121 101 - 101 90 - 90 -53 - -53 -105 - -105 48 - 48 -15 - -15 CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 102 Derivatives designated as and qualifying for recognition as a cash flow hedge of financial investments are recognised in other comprehensive income. On complete or partial disposal of the financial investment, the portion of the hedging instrument that is recognised in other comprehensive income and relates to that financial investment is recognised in the income statement when the gain or loss on disposal is recognised. Hedges of net investments in foreign subsidiaries and associates are accounted for in the same way as cash flow hedges. Notional amounts, average hedge rates and the fair values and disclosed in section 4.7.2. SECTION 4.9 (CONTINUED) DERIVATIVE FINANCIAL INSTRUMENTS ACCOUNTING POLICIES Derivative financial instruments are initially recognised at fair value on the trade date and subsequently remeasured at fair value at the reporting date. The accounting for subsequent changes in fair value depends on whether the derivative is designated as one of: • Cash flow hedges of particular risks associated with the cash flow from forecast transactions • Net investment hedges of currency fluctuations in subsidiaries or associates. The fair values of derivative financial instruments are presented in other receivables or payables, and positive and negative values are offset only when the Group has the right and the intention to settle several financial instruments net. Changes in the fair value of derivative financial instruments not designated in a hedge relationship are recognised in financial income or expenses in the income statement. Changes in the effective portion of the fair value of derivative financial instruments that are designated and qualify as a cash flow hedge are recognised in the hedging reserve within equity. When the hedged transaction materialises, amounts previously recognised in other comprehensive income are transferred to the same item as the hedged item. SECTION 5 CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 103 DISCONTINUED OPERATIONS, ACQUISITIONS, DISPOSALS AND ASSOCIATES Deconsoli- dation of the Russian operation Deconsolidation of the operation in Russia following the presidential decree issued on 16 July 2023 temporarily transferring management of the business to a government agency. Waterloo Brewing Acquired Waterloo Brewing and expanded the production network needed for our business in Canada. SECTION 5.1 DISCONTINUED OPERATIONS On 16 July 2023, the Russian Government issued a presidential decree, temporarily transferring the management of the Group’s Russian subsidiary Baltika Breweries to the Russian Federal Agency for State Property Management. According to the presidential decree, Carlsberg retains title to the shares in Baltika Breweries, but otherwise no longer has any control or influence over the management of the business. The decree was issued shortly after the Group announced it had signed an agreement for the conditional sale of Baltika Breweries. The sales agreement was subsequently terminated. In June 2023, following the signing of the sales agreement and prior to the issuance of the presidential decree, the Russian operation was revalued at fair value less expected cost to sell, resulting in recognition of impairment losses of DKK 1,686m. Following the loss of control over Baltika Breweries, the Russian business was deconsolidated from July 2023. The business had been accounted for as held for sale and presented as discontinued operations since March 2022. Upon deconsolidation, the currency translation and hedging reserves within equity related to the Russian business were reclassified from equity to the income statement and included in the loss from discontinued operations. The accumulated currency translation reserve reclassified to the income statement represented a loss of DKK 40.9bn, around half of which was recognised in December 2014 when the RUB depreciated significantly following the Russian invasion and annexation of Crimea. This figure included the accumulated fair value of net investment hedges of DKK 24m, cf. section 4.7. The accumulated hedging reserve reclassified to the income statement represented a loss of around DKK 0.5bn and included both active hedges and hedges for which hedge accounting was no longer applied, cf. section 4.9. In addition, following the issuance of the decree, the interest retained in Baltika Breweries no longer met the accounting definition of an equity investment and was reclassified as consideration receivable from the Russian Federation for its illegitimate takeover of the Group’s business in Russia. Following reclassification as a receivable, it was written down in full and derecognised, bringing impairment losses recognised in the year to DKK 7,002m (2022: DKK 9,949m). As a consequence of the Group being prevented from disposing of its Russian business on acceptable terms, all licence agreements enabling Baltika Breweries to produce, market and sell the Carlsberg Group’s products, including international and regional brands, were terminated in September 2023. There will be a limited run-off period until 1 April 2024, during which Baltika Breweries may use up existing stock and materials. The issuance of the presidential decree extinguished the Group’s obligation to repay a loan provided by Baltika Breweries. This resulted in a gain of DKK 297m. The Group’s trade receivables of DKK 76m for providing goods and services to the Russian business were considered to be unrecoverable and have therefore been fully impaired. These amounts have been recognised in special items, cf. section 3.1. SECTION 5.1 (CONTINUED) DISCONTINUED OPERATIONS Financial performance The loss from discontinued operations for 2023 only includes the six months of operation until the time of loss of control. Reported revenue in Russia amounted to DKK 4,305m (2022: DKK 10,207m) and profit to DKK 758m (2022: DKK 1,874m). The net result was DKK -47,748m (2022: DKK -8,075m), impacted by the reclassification from equity of accumulated losses on currency translation and hedges of DKK 41,504m and the write-down of the investment by DKK 7,002m (2022: DKK 9,949m). The cash flow from investing activities in the discontinued operations amounted to DKK -2,588m (2022: DKK -376m), of which DKK -2,495m was the impact from deconsolidating cash and cash equivalents in the Russian operation. CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 104 Analysis of loss from the discontinued operation in Russia DKK million Revenue Costs Profit before tax from discontinued operations Income tax Profit after tax from discontinued operations Impairment losses Accumulated currency translation and hedging reserves reclassified from equity to the income statement Loss from discontinued operations Major classes of assets and liabilities in the discontinued operation in Russia DKK million Intangible assets Property, plant and equipment Inventories Receivables Cash and cash equivalents Assets in discontinued operations Borrowings Tax liabilities, retirement benefit obligations etc. Trade payables Other liabilities Liabilities in discontinued operations Net assets in discontinued operations Net cash flow from the discontinued operation in Russia DKK million Cash flow from operating activities Cash flow from investing activities Cash flow from financing activities Net cash flow from discontinued operations 2023 4,305 -3,337 968 -210 758 2022 10,207 -8,228 1,979 -105 1,874 -7,002 -9,949 -41,504 -47,748 - -8,075 2023 - - - - - - - - - - - - 2023 1,531 -2,588 63 -994 2022 5,483 2,989 1,015 937 1,194 11,618 101 1,144 1,892 963 4,100 7,518 2022 1,952 -376 195 1,771 ACCOUNTING ESTIMATES AND JUDGEMENTS The Group classifies non-current assets and disposal groups as held for sale when management assesses that their carrying amounts will be recovered through a sale rather than continued use. Management’s assessment is based on an evaluation of whether the sale is highly probable and the asset or disposal group is available for immediate sale in its current condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the plan to sell the asset and the sale must be expected to be completed within one year from the date of the classification. On classification, management estimates the fair value. Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs of disposal. Costs of disposal are the incremental costs directly attributable to the disposal of an asset (disposal group), excluding finance costs and income tax expense. Depending on the nature of the non-current assets and the disposal group’s activity, assets and liabilities, the estimated fair value may be associated with uncertainty and possibly adjusted subsequently. Measurement of the fair value of disposal groups is categorised as level 3 in the fair value hierarchy, as measurement is not based on observable market data. CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 105 Discontinued operations are excluded from the results of continuing operations and presented separately as profit/loss from discontinued operations in the income statement. Comparative figures are restated. Cash flow from discontinued operation is presented separately as net cash flow from discontinued operation in the statement of cash flows and specified in this section. Comparative figures are restated. The disposal group/assets and liabilities classified as held for sale are presented separately as current items in the statement of financial position. Comparative figures are not restated. SECTION 5.1 (CONTINUED) DISCONTINUED OPERATIONS ACCOUNTING POLICIES Assets held for sale comprise non-current assets and disposal groups held for sale. Liabilities held for sale are those directly associated with the assets that will be transferred in the transaction. After derecognition, the classification is changed to assets and liabilities in discontinued operations respectively. Immediately before classification as held for sale, the assets or disposal groups are remeasured in accordance with the Group’s accounting policies. Thereafter, they are measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss is allocated first to goodwill, and then to remaining assets on a pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets or employee benefit assets, which continue to be measured in accordance with the Group’s accounting policies. Property, plant and equipment and intangible assets are not depreciated or amortised once classified as held for sale. Impairment losses on initial classification as held for sale, and subsequent gains and losses on remeasurement are recognised in the income statement. Non-current assets and disposal groups held for sale are presented separately as current lines in the statement of financial position and the main elements are specified in this section. Comparative figures are not restated. A disposal group is presented as discontinued operations if it is a group of companies, i.e. part of a geographical area of operations that has either been disposed of or is classified as held for sale. CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 106 SECTION 5.2 INVESTMENT MODEL AND RISKS MARKET ACCESS In the beer industry, access to local markets is highly dependent on establishing good relationships with customers in the on- and off- trade channels, national distributors, local suppliers and relevant authorities governing the beverage industry. One way of establishing such relations is by acquiring a local brewer or engaging with a local partner that already has the relevant relationships. When the Group expands its business to new geographies, it often does so in collaboration with a local partner. Such a partnership can take different legal forms and impacts the consolidated financial statements accordingly. In addition to its activities in the beer industry, the Group operates in the soft drinks industry, an industry dominated by large global brand owners. The Group is engaged in long-term contractual partnerships to produce, distribute and sell third-party soft drink brands. In addition to granting the right to produce, the brand owner usually provides the recipe and/or raw material, while the Group has the necessary production capabilities and distribution platform. risks, depend on the ability of the Group and the local partner to forge a strong and aligned cooperation. In some markets, the Group enters as a non- controlling shareholder, providing a degree of financing and contributing knowledge of the beer industry. The Group thus leaves control with the partner and recognises the investment as an associate. More often, the Group structures its partnerships such that it exercises management control, usually by way of majority of the voting rights. These investments are fully consolidated subsidiaries, which are just as important as other types of partnership for success in the local markets, but mean that the Group has increased financial exposure. Investments in businesses in which the Group exercises management control often involve put and/or call options to acquire additional shares. IMPACT ON FINANCIAL STATEMENTS Investments in associates are consolidated in the financial statements using the equity method. The accounting risks associated with these entities are limited to the investment made, the proportionate share of the net profit and any specific additional commitments to banks or other parties, as well as specific guarantees or loans the Group provides to the partnership. INVESTMENT MODEL Entering into a partnership can reduce the financial exposure and mitigate the business risks associated with entering new markets or expanding the activities in an existing market. The financial exposure, however, varies depending on the structure of the partnership. Business and financial success, and the related In businesses where the Group exercises management control, the consolidated financials are impacted by full exposure to the earnings and other financial risks. From an accounting point of view, the Group treats any put options held by partners in such entities as if they had already been exercised by the partner, i.e. anticipating that the acquisition will occur. The accounting impact is that the non- controlling interests are not recognised, and no part of net profits or equity is attributed to them. Instead, the dividends paid to the partner are reported as financial expenses. Common to all partnerships is the risk of disagreement and ultimately dissolution. Disagreements with partners on the operational management and strategic direction of partnerships may limit our ability to manage the growth and risk profile of our business. The Group continuously seeks to promote a fair and mutually beneficial development of the partnerships, which is crucial to be successful. However, in certain partnerships the partners’ pursuit of goals and priorities that are different from those of the Group might result in disagreements, affecting operational and financial performance. Different goals and priorities of this kind can become more pronounced in the period when a partner has the right to exit the partnership. A dissolution will initially impact the accounting treatment of an investment. The accounting treatment will depend on whether the Group or its partner is exiting the business. In the long term the impact on the operation of the local entity and the collaboration with customers, distributors, authorities etc. can be significant if the partner was instrumental in managing these relationships. The risk of a partnership dissolution may therefore have a negative impact on the underlying business and the financial performance recognised in the consolidated financial statements. The Group is involved in many partnerships, one being Carlsberg South Asia Pte Ltd (CSAPL), of which Carlsberg owns two thirds and CSAPL Holdings Pte Ltd (CSAPLH) the remaining one third. CSAPL is the holding company for the businesses in India (100%) and Nepal (90%). In 2022, the Group invoked its right to begin the call process, and the partner exercised its put option under the Shareholders’ Agreement. A put option valuation certificate was issued in February 2023, cf. section 5.4. For the purpose of the consolidated financial statements, the put option is accounted for as if it had already been exercised. CSAPL and its investments in India and Nepal are therefore included in the consolidated financial statements, with no profits or equity attributed to the non-controlling shareholder. Please refer to section 3.4 for a detailed description of the dispute with the partner in CSAPL. Partnerships in the soft drinks industry are based on long-term contractual agreements and come to an end when the contract terminates. The termination of a significant partnership with a global soft drink brand owner would have a negative impact on the Group’s financial performance. The issuance of the presidential decree in Russia, temporarily transferring the management of the Group’s subsidiary Baltika Breweries to the Russian Federal Agency for State Property Management, effectively prevents the Group from acting as shareholder in Baltika Breweries. In an attempt to prevent the Group from exercising its rights as the lawful owner of certain assets and intellectual property rights of which Baltika Breweries previously enjoyed the benefit or possessed as part of the Carlsberg Group, various claims have been filed in Russia against the Group by Baltika Breweries. The claims are considered to be baseless and without merit. The Group continues to defend, uphold and protect its assets, legal and intellectual property rights. CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 107 SECTION 5.3 ACQUISITIONS AND DISPOSALS ACQUISITION OF ENTITIES IN 2023 The Group gained control of two businesses during the year. The purchase price allocation of the fair value of the identified assets, liabilities and contingent liabilities for both businesses was completed in 2023. Waterloo Brewing On 7 March 2023, the Group acquired 100% of the Canadian Waterloo Brewing company for a cash consideration of CAD 144m (DKK 734m). The company was fully consolidated as of the acquisition date. The purpose of the acquisition was to strengthen the Group’s market position and to deliver supply chain and other synergies. The calculated goodwill represents staff competences and synergies from expected optimisations of sales and distribution, supply chain and procurement, possible product innovations, increase in market share and access to new customers. Jing-A Group In September 2023, Carlsberg gained control of Jing-A Group through the acquisition of an additional 26.5% of the shares, giving Carlsberg a 75.5% ownership interest, cf. section 5.5. The non-controlling interest holds an option to sell its remaining shareholding to Carlsberg and, in accordance with the Group’s accounting policies, the non-controlling interest has not been recognised. Instead the contingent consideration payable has been recognised at fair value, cf. section 5.4. The step acquisition of Jing-A Group was completed to further strengthen the Group’s presence in the growing craft beer segment in China. The shareholdings held before obtaining control were remeasured at a fair value of DKK 47m with the revaluation adjustment, DKK 20m, recognised in special items. ACQUISITION OF ENTITIES IN 2022 The Group did not complete any acquisitions of entities in 2022. CASH FLOW Cash flow to acquire or dispose of shareholdings in associates and when gaining control of subsidiaries is included in financial investments, while the cash flow on acquisition of an additional shareholding in a subsidiary, i.e. acquiring non-controlling interests, is presented in financing activities. In 2022, the Group made a capital injection of DKK 48m in an associate. ACCOUNTING ESTIMATES AND JUDGEMENTS Assessment of control The classification of entities where Carlsberg controls less than 100% of the voting rights is based on an assessment of the contractual and operational relationship between the parties. This includes assessing the conditions in shareholder agreements, contracts etc. Consideration is also given to the extent to which each party can govern the financial and operating policies of the entity, how the operation of the entity is designed, and which party possesses the relevant knowledge and competences to operate the entity. Another factor relevant to this assessment is the extent to which each of the parties can direct the activities and affect the returns, for example by means of rights, reserved matters or casting votes. Acquisitions DKK million Consideration paid Fair value of contingent consideration Fair value of previously held investment Total cost of acquisition Acquired assets and liabilities Intangible assets Property, plant and equipment Right-of-use assets Inventories Trade and other receivables Cash and cash equivalents Borrowings and lease liabilities Deferred tax liabilities Trade payables Other payables Acquired assets and liabilities Elements of cash consideration paid and received DKK million Consideration paid for acquisition of entities Consideration received for disposal of entities Cash and cash equivalents and bank overdrafts acquired/ disposed of Acquisition and disposal of entities, net Consideration paid for acquisition of associates Consideration paid for increase of investment in associates Acquisition and disposal of associates, net Cash flow from acquisition of shareholdings, total 2023 2022 -760 4 -66 -822 -7 - -7 -829 - - - - - -48 -48 -48 2023 760 24 47 831 807 270 161 91 109 5 -417 -43 -104 -48 831 Purchase price allocation procedures For acquisitions of entities, the assets, liabilities and contingent liabilities of the acquiree are recognised using the acquisition method. The most significant assets acquired generally comprise goodwill, brands, property, plant and equipment, receivables and inventories. No active market exists for the majority of the acquired assets and liabilities, in particular in respect of acquired intangible assets. Accordingly, management makes estimates of the fair value of acquired assets, liabilities and contingent liabilities. Depending on the nature of the item, the determined fair value of an item may be associated with uncertainty and possibly adjusted subsequently. The unallocated purchase price (positive amount) is recognised in the statement of financial position as goodwill and allocated to the Group’s cash-generating units. Brands The value of the brands acquired and their expected useful life are assessed based on the individual brand’s market position, expected long-term developments in the relevant markets and profitability. The estimated value includes all future cash flows associated with the brand, including the related value of customer relations etc. Management determines the useful life based on the brand’s relative local, regional and global market strength, market share, and the current and planned marketing efforts that are helping to maintain and increase its value. When the value of a well- established brand is expected to be maintained for an indefinite period in the relevant markets, and these markets are expected to be profitable for a long period, the useful life of the brand is determined to be indefinite. CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 108 Disposals and loss of control Gains or losses on the disposal or liquidation of subsidiaries and associates are recognised as the difference between the sales price and the carrying amount of net assets (including goodwill) at the date of disposal or liquidation, and net of foreign exchange adjustments recognised in other comprehensive income, and costs to sell or liquidation expenses. The shareholding retained after the loss of control of subsidiaries is remeasured at fair value and accounted for as the fair value on initial recognition of a financial asset or the cost of an investment in an associate. Gains or losses on the loss of control of subsidiaries are recognised as the difference between the fair value of the retained shareholding and the carrying amount of the derecognised net assets (including goodwill) at the date of loss of control, and net of foreign exchange adjustments recognised in other comprehensive income. SECTION 5.3 (CONTINUED) ACQUISITIONS AND DISPOSALS Brands are measured using the relief from royalty method, under which the expected future cash flows are based on key assumptions about expected useful life, royalty rate, growth rate and the theoretical tax effect. A post-tax discount rate is used that reflects the risk-free interest rate with the addition of a risk premium associated with the particular brand. The model and assumptions applied are consistent with those used in impairment testing, and are described in further detail in section 2.2.4. Customer agreements and portfolios The value of acquired customer agreements and customer portfolios is assessed based on the local market and trading conditions. For most entities, there is a close relationship between brands and sales. Consumer demand for beer and other beverages drives sales, and therefore the value of a brand is closely linked to consumer demand, while there is no separate value attached to customers (shops, bars etc.), as their choice of products is driven by consumer demand. The relationship between brands and customers is carefully considered so that brands and customer agreements are not both recognised on the basis of the same underlying cash flows. Property, plant and equipment The fair value of land and buildings, and standard production and office equipment is based, as far as possible, on the fair value of assets of similar type and condition that may be bought and sold in the open market. Property, plant and equipment for which there is no reliable evidence of the fair value in the market (in particular breweries, including production equipment) are valued using the depreciated replacement method. This method is based on the replacement cost of a similar asset with similar functionality and capacity. The calculated replacement cost is then reduced to reflect functional and physical obsolescence. The expected synergies and the user-specific intentions for the expected use of assets are not included in the determination of the fair value. ACCOUNTING POLICIES Completed purchase price allocations Management believes that the purchase prices for Waterloo Brewing and Jing-A Group’s activities, which are accounted for in the consolidated financial statements, reflect the best estimate of the total fair value of these businesses. The purchase price allocations of the identified assets, liabilities and contingent liabilities were completed within 12 months of the acquisitions. The main revaluation adjustments related to brands, property, plant and equipment, and deferred tax liabilities, which in turn mainly related to brands. Goodwill Goodwill related to Waterloo Brewing, DKK 533m, was allocated to the Central & Eastern Europe CGU in line with the allocation of the Group’s existing Canadian business. Goodwill related to Jing-A Group, DKK 110m, was allocated to the Asia CGU. The goodwill is not deductible for tax purposes. Brands The value of brands was estimated using the Group’s principles described above. Brands with a fair value of DKK 164m were recognised and classified as an intangible asset with an indefinite useful life. Property, plant and equipment The fair value and expected useful life of the brewery equipment and related buildings of the acquired brewery were determined with assistance from external engineering experts in the brewery industry and resulted in a positive revaluation adjustment of DKK 27m. Financial impact of acquisitions In 2023, revenue includes DKK 431m from Waterloo Brewing and Jing-A Group. Had the acquisitions been completed at the beginning of the reporting period, revenue would have included DKK 577m. Profit for the period includes DKK -29m from Waterloo Brewing and Jing-A Group. Had the acquisitions been completed at the beginning of the reporting period, profit for the period would have included DKK -31m. Acquisitions The acquisition date is the date when the Group effectively obtains control of an acquired subsidiary or significant influence over an associate. The cost of a business combination comprises the fair value of the consideration agreed upon, including the fair value of any consideration contingent on future events. In a step acquisition, the Group gains control of an entity in which it already held a shareholding before gaining control. The shareholding held before the step acquisition is remeasured at fair value at the acquisition date and added to the fair value of the consideration paid for the shareholding acquired in the step acquisition and is accounted for as the total cost of the shareholding in the acquired entity. The gain or loss on the remeasurement is recognised in the income statement under special items. Goodwill and fair value adjustments in connection with the acquisition of an entity are treated as assets and liabilities belonging to the foreign entity and translated into the foreign entity’s functional currency at the exchange rate at the transaction date. The acquired entities’ identifiable assets, liabilities and contingent liabilities are measured at fair value at the acquisition date. Identifiable intangible assets are recognised if they are separable or arise from a contractual right. Deferred tax on revaluations is recognised. The identifiable assets, liabilities and contingent liabilities on initial recognition at the acquisition date are subsequently adjusted up until 12 months after the acquisition. The effect of the adjustments is recognised in the opening balance of equity, and the comparative figures are restated accordingly if the amount is material. Changes in estimates of contingent purchase considerations are recognised in the income statement under special items, unless they qualify for recognition directly in equity. CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 109 SECTION 5.4 CONTINGENT CONSIDERATIONS Contingent considerations relate to options held by non-controlling interests in subsidiaries to sell their shares to the Group and to deferred payments in the acquisition of entities contingent on market conditions. At the end of the reporting period, the contingent considerations related to put options on the shares in CSAPL, Brewery Alivaria in Belarus, Jing-A Group in China and a minor craft brewery in Western Europe. In accordance with the Group’s accounting policy, shares subject to put options are consolidated as if the shares had already been acquired. The ownership percentage at which these subsidiaries are consolidated therefore differs from the legal ownership interest held by the Group. Both the legal and the consolidated ownership are stated in section 10. The carrying amount of contingent considerations is determined in accordance with the terms and conditions agreed with the holders of the options. Of the contingent considerations, DKK 0.3bn (2022: DKK 0.3bn) is expected to fall due after more than 12 months. PUT OPTION FOR SHARES IN CARLSBERG SOUTH ASIA PTE LTD (CSAPL) A liability award was issued by the arbitration tribunal in May 2022. The arbitration tribunal awarded Carlsberg the right to call our partner CSAPL Holdings Pte Ltd’s (CSAPLH) shares in CSAPL. Carlsberg immediately invoked its right to begin the call option valuation process, and CSAPLH subsequently exercised its right under the Shareholders’ Agreement to begin the put option valuation process. The put option price was determined as the simple average of two valuations assessed by two independent external valuers, which are internationally recognised accounting firms, one appointed by each shareholder. The put option valuation was released by the valuers in February 2023, stating a value for CSAPLH’s shares in CSAPL of USD 744m. CSAPLH subsequently issued a formal put notice to sell its 33% shareholding in CSAPL to the Group at the put option valuation amount. The put option liability recognised in the consolidated financial statements was adjusted to reflect the put option valuation amount received from the valuers, as the acquisition of the shares may be completed at that price. The put option valuation was referred to arbitration by the Group, as the valuation is considered to have been conducted in breach of the Shareholders’ Agreement. An arbitration award is expected to be issued in Q4 2024. In accordance with the Shareholders’ Agreement, the call option awarded to Carlsberg by the arbitration panel must be settled at an amount determined by a valuer appointed by the International Chamber of Commerce. The valuer released the call valuation in July 2023. Carlsberg is satisfied with the valuation outcome and subsequently exercised its call option. The call option will come into effect if the put valuation is invalidated by the arbitration tribunal. The recognised value of the put option decreased by DKK 169m in 2023 because of changes in the USD exchange rate. The Group previously called in a loan made to CSAPLH, the loan having become due and payable in full. In January 2022, the Singapore court of appeal finally confirmed that the loan with interest was repayable to Carlsberg in full, totalling DKK 354m. The loan had not been repaid as of 31 December 2023. Contingent considerations DKK million Contingent considerations at 1 January Additions Transfer to discontinued operations Fair value adjustments Contingent considerations at 31 December 2023 5,577 23 - -155 5,445 2022 4,254 - -13 1,336 5,577 ACCOUNTING ESTIMATES AND JUDGEMENTS The fair value of contingent considerations linked to put options is measured on the basis of level 3 input consisting of non-observable data, such as entity- specific discount rates and industry-specific expectations of price developments, and generally accepted valuation methods, including discounted cash flows and multiples. ACCOUNTING POLICIES On acquisition of non-controlling interests, i.e. subsequent to the Group obtaining control, acquired net assets are not measured at fair value. The difference between the cost and the non-controlling interests’ share of the total carrying amount, including goodwill, is transferred from the non-controlling interests’ share of equity to equity attributable to shareholders in Carlsberg A/S. The amount deducted cannot exceed the non-controlling interests’ share of equity immediately before the transaction. On disposal of shareholdings to non-controlling interests, the difference between the sales price and the share of the total carrying amount, including goodwill acquired by the non-controlling interests, is transferred from equity attributable to shareholders in Carlsberg A/S to the non-controlling interests’ share of equity. Fair value adjustments of put options granted to non- controlling interests are recognised directly in the statement of changes in equity. Other contingent considerations (earn-outs) that are not linked to a future transfer of additional shareholdings are measured in accordance with the terms of the contract with the seller. The revaluation of such contingent considerations is recognised in special items. CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 110 SECTION 5.5 ASSOCIATES Investments in associates mainly include the businesses in Portugal (60%), Myanmar (61%), Gorkha Brewery in Nepal (90%), Carlsberg Byen in Denmark (25%) and four associates in China (50%). The total investment in these associates amounted to DKK 4,340m at 31 December 2023 (2022: DKK 4,307m). The Group’s ownership of Super Bock Group, Portugal, is 60%. Nevertheless, Super Bock remains an associate of the Group due to the ownership structure. Please refer to section 10 for further details. Disputes with the local non-controlling shareholder of Gorkha Brewery, Nepal, prevent the Group from exercising its rights as a controlling shareholder despite the legal ownership of 90%. Therefore, it was reclassified as an associate and recognised at fair value in December 2021. Despite the 61% legal ownership share in Myanmar Carlsberg, the entity is classified as an associate due to the structure of the agreement with the partner and the business environment in the country. In Q4 2023, Carlsberg gained control of the associate Jing-A Group through a step acquisition, cf. section 5.3. In 2023, the Group recognised a write-down of a minor associate in Cambodia of DKK 49m, cf. section 2.2. For associates in which the Group holds an ownership interest of less than 20% and participates in the management of the associate, the Group is considered to be exercising significant influence. None of the associates are material to the Group. Fair value of investment in listed associates DKK million The Lion Brewery Ceylon, Sri Lanka 2023 2022 384 214 ACCOUNTING POLICIES Investments in associates are recognised according to the equity method, which entails measurement at cost and adjustment for the Group’s share of the profit or loss and other comprehensive income of the associate after the date of acquisition. The share of the result must be calculated in accordance with the Group’s accounting policies. The proportionate share of unrealised intra-group profits and losses is eliminated. Investments in associates with negative net asset values are measured at DKK 0. If the Group has a legal or constructive obligation to cover a deficit in the associate, the deficit is recognised under provisions. Any amounts owed by associates are written down to the extent that the amount owed is deemed irrecoverable. Key figures for associates DKK million 2023 Total 2022 Total Carlsberg Group share Other comprehensive income Total comprehensive income - - 581 901 Profit after tax 581 901 Investments in associates 5,437 5,523 SECTION 6 TAX 18.9% TAX RATE Total tax is impacted by non- recurring items. Excluding non- recurring tax impacts the effective tax rate would have been 20.8% (2022: 20.5%). CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 111 SECTION 6.1 INCOME TAX The nominal weighted tax rate for the Group is calculated as the domestic tax rates applicable to profits in the entities as a proportion of each entity’s share of the Group’s profit before tax. The Group’s total tax cost was DKK 110m less than the nominal weighted tax (2022: DKK 389m). Compared with the nominal weighted tax expense, the total tax expense was impacted by tax incentives related to e.g. R&D incentives, non-deductible expenses and increased withholding tax expenses, resulting in an effective tax rate of 18.9% (2022: 17.9%). The impact from non-recurring items primarily comprised movement in tax on special items, change in recognised tax assets and liabilities and the deconsolidation of the Russian Business. Excluding non-recurring items and tax thereon, the effective tax rate would have been 20.8% (2022: 20.5%). The Carlsberg Group is not expected to be materially impacted by the OECD/EU Pillar Two Model Rules and their local implementation. Most countries where the Group has operations impose taxation in excess of 15%, and the remainder are expected to increase the tax rate such that all markets not covered by the transitional safe harbour rules are still expected to show an effective tax rate in excess of 15%. As such, these rules are not expected to result in either materially increased tax payments or a change to the Group’s effective tax rate. ACCOUNTING POLICIES Income tax comprises current tax and changes in deferred tax for the year, including changes as a result of a change in the tax rate. The tax expense relating to the profit/loss for the year is recognised in the income statement, while the tax expense relating to items recognised in other comprehensive income is recognised in the statement of comprehensive income. If the Group obtains a tax deduction on computation of the taxable income in Denmark or in foreign jurisdictions as a result of share-based payment programmes, this tax effect of the programmes is recognised in tax on profit/loss for the year. Reconciliation of the effective tax rate for the year Nominal weighted tax rate Change in tax rate Adjustments to tax for prior years Non-capitalised tax assets and liabilities Non-taxable income Non-deductible expenses Tax incentives etc. Special items Withholding taxes Other, including tax in associates Effective tax rate for the year Effective tax rate for the year, excluding the tax effect of transactions in special items and other non-recurring tax impacts 2023 DKK million 1,969 -5 16 -428 -29 248 -168 219 141 -104 1,859 2022 DKK million 2,167 206 -393 -216 -22 214 -229 126 83 -158 1,778 % 21.7 2.1 -3.8 -2.2 -0.2 2.1 -2.3 1.3 0.8 -1.6 17.9 - 20.5 - % 20.0 - 0.2 -4.4 -0.3 2.5 -1.7 2.3 1.4 -1.1 18.9 20.8 CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 112 SECTION 6.1 (CONTINUED) INCOME TAX Income tax expenses DKK million Tax for the year can be specified as follows Current tax Change in deferred tax and non-current tax payables during the year Change in deferred tax as a result of change in tax rate Adjustments to tax for prior years Total Tax recognised in other comprehensive income Income statement Other comprehensive income Total comprehensive income Income statement Other comprehensive income Total comprehensive income 2023 2022 2,012 -164 -5 16 1,859 -8 80 - - 72 2,004 -84 -5 16 1,931 2,205 -240 206 -393 1,778 -25 -2 - - -27 2,180 -242 206 -393 1,751 DKK million Foreign exchange adjustments Hedging instruments Retirement benefit obligations Total Recognised item before tax Tax income/ expense -37,781 -920 73 -38,628 - 44 28 72 2023 After tax -37,781 -876 101 -38,556 Recognised item before tax Tax income/ expense 3,926 759 -586 4,099 - -100 73 -27 2022 After tax 3,926 659 -513 4,072 CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 113 No deferred tax (2022: DKK 23m) has been recognised in respect of future dividend distributions. No deferred tax liability was recognised from the loss of control and de- consolidation of the discontinued operation in Russia. Carlsberg operates in a large number of tax jurisdictions where tax legislation is highly complex and subject to interpretation. Management assesses uncertain tax positions to ensure recognition and measurement of tax assets and liabilities. ACCOUNTING POLICIES Distribution of reserves for other subsidiaries will not trigger a significant tax liability based on current tax legislation. Current tax payable and receivable are recognised in the statement of financial position as tax for the year, adjusted for tax related to prior years and tax paid. SECTION 6.2 TAX ASSETS AND LIABILITIES Of the total deferred tax assets recognised, DKK 249m (2022: DKK 285m) relates to tax losses carried forward, the utilisation of which depends on future positive taxable income exceeding the realised deferred tax liabilities. It is management’s opinion that these tax losses carried forward can be utilised within the foreseeable future. Tax assets not recognised of DKK 1,194m (2022: DKK 1,123m) primarily relate to tax losses that are not expected to be utilised in the foreseeable future. Of these, tax losses that will not expire amounted to DKK 922m (2022: DKK 932m). Tax losses of DKK 287m (2022: DKK 342m) can only be carried forward for a limited number of years. Changes to non-current tax assets and liabilities Changes in deferred tax and non-current tax payables recognised in the income statement for the year amounted to DKK 164m (2022: DKK 240m). ACCOUNTING ESTIMATES AND JUDGEMENTS The Group recognises deferred tax assets, including the expected tax value of tax loss carried forward, if management assesses it can be offset against positive taxable income in the foreseeable future. This assessment is made annually and based on budgets and business plans for the coming years, including planned commercial initiatives under our control. DKK million Tax assets and liabilities at 1 January, net Tax assets and liabilities, net, reclassified to discontinued operations Adjustments to prior years Acquisition of entities Recognised in other comprehensive income Recognised in the income statement, net, continuing operations Change in tax rate Foreign exchange adjustments Tax assets and liabilities at 31 December, net Recognised as follows Tax liabilities Tax assets Tax assets and liabilities at 31 December, net 2023 3,110 - 33 43 80 -164 -5 -84 3,013 4,823 -1,810 3,013 2022 4,428 -1,645 290 - -2 -240 206 73 3,110 4,841 -1,731 3,110 Deferred tax on all temporary differences between the carrying amount and the tax base of assets and liabilities is measured using the balance sheet liability method. However, deferred tax is not recognised on temporary differences relating to goodwill that is not deductible for tax purposes or on office premises and other items where temporary differences, apart from business combinations, arise at the acquisition date without affecting either profit/loss for the year or taxable income. Where alternative tax rules can be applied to determine the tax base, deferred tax is measured based on the planned use of the asset or settlement of the liability. Specification of deferred tax DKK million Intangible assets Property, plant and equipment Current assets and liabilities Provisions and retirement benefit obligations Fair value adjustments Tax losses Other Total before offset Offset Deferred tax assets and liabilities at 31 December Expected to be used as follows Within one year After more than one year Total Deferred tax assets, related to tax loss carried forward, are recognised at the expected value of their utilisation, or as a set-off against deferred tax liabilities in the same legal tax entity and jurisdiction. Deferred tax assets and tax liabilities are offset if the entity has a legally enforceable right to offset current tax liabilities and tax assets or intends either to settle current tax liabilities and tax assets or to realise the assets and settle the liabilities simultaneously. Deferred tax assets are recognised only to the extent that it is probable that the assets will be utilised. Deferred tax is measured according to the tax rules at the reporting date and at the tax rates applicable when the deferred tax is expected to materialise as current tax. The change in deferred tax as a result of changes in tax rates is recognised in the income statement. Changes to deferred tax on items recognised in other comprehensive income are, however, recognised in other comprehensive income. Carlsberg has applied the exception to recognise and disclose information about deferred tax in the OECD/ EU Pillar Two Model Rules and their local implementation. Deferred tax assets Deferred tax liabilities 2023 114 458 919 484 133 249 213 2,570 -760 1,810 899 911 1,810 2022 253 139 1,000 518 39 285 250 2,484 -753 1,731 890 841 1,731 2023 2,031 947 126 2,350 97 - 32 5,583 -760 4,823 387 4,436 4,823 2022 1,956 1,041 46 2,509 17 - 25 5,594 -753 4,841 515 4,326 4,841 CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 114 The average number of employees in the continuing operations increased, partly driven by the acquisition of Waterloo Brewing, cf. section 5.3. SECTION 7 STAFF COSTS AND REMUNERATION Pensions Defined benefit obligations were affected by lower discount rates across markets. EMPLOYEES BY SEGMENT1 (%) 2023 (2022) SECTION 7.1 STAFF COSTS Staff costs, continuing operations, increased in 2023, due to salary increases, partly offset by lower accruals for bonuses and currencies. Staff costs DKK million Salaries and other remuneration Severance payments Social security costs Retirement benefit costs – defined contribution plans Retirement benefit costs – defined benefit plans Share-based payments Other employee benefits Total Of which: Continuing operations Discontinued operation¹ Total EMPLOYEES BY FUNCTION1 (%) 2023 (2022) Staff costs are included in the following line items in the income statement Cost of sales Sales and distribution expenses Administrative expenses Other operating activities, net Financial expenses (pensions) Special items (restructurings) Loss from discontinued operations Total 1 Continuing operations only. Average number of employees, continuing operations Average number of employees, discontinued operation¹ Average number of employees ¹ Discontinued operation comprise only six months of data in 2023. 2023 9,195 43 1,340 417 167 130 149 2022 9,430 57 1,453 391 181 97 113 11,441 11,722 10,835 606 11,441 3,075 5,428 2,147 107 30 48 606 11,441 31,044 3,938 34,982 10,388 1,334 11,722 2,911 5,150 2,132 95 38 62 1,334 11,722 30,834 8,072 38,906 Western Europe 32% (33%)Asia 44% (45%)Central & Eastern Europe 20% (19%)Other 4% (3%)Production 36% (36%)Sales & Distribution 54% (55%)Administration 10% (9%)CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 115 PERFORMANCE SHARES The number of performance shares granted is the maximum number of performance shares that can vest. The number of shares outstanding at the end of the period is the number expected to vest, based on the extent to which the vesting conditions are expected to be met. The number of shares expected to vest is revised on a regular basis. In 2023, 157 employees (2022: 160 employees) across the Group were awarded performance shares. For the 2023 grant, vesting is subject to achievement of five KPIs: total shareholder return, adjusted EPS growth, organic revenue growth, growth in ROIC and achievement of ESG targets. For prior grants yet to vest, vesting is subject to four KPIs: total shareholder return, adjusted EPS growth, organic revenue growth and growth in ROIC. The average share price at vesting was DKK 964 (2022: DKK 1,086). The average contractual life at the end of 2023 was 1.3 years (2022: 1.2 years). SECTION 7.2 REMUNERATION The remuneration of the Supervisory Board, the executive directors and key management personnel is described in detail in the Remuneration Report. The remuneration of the executive directors increased, driven by compensation paid to Jacob Aarup-Andersen and Ulrica Fearn for forfeited long-term incentive awards from their previous employers. The remuneration of key management personnel declined in 2023, mainly due to lower accruals for the annual cash bonus. In 2023, the Supervisory Board received total remuneration of DKK 10.31m (2022: DKK 10.36m), comprising fixed salary only. All elements except for share-based payments are classified as short-term employee benefits. Share-based payments are classified as long- term employee benefits. SECTION 7.3 SHARE-BASED PAYMENTS ACCOUNTING POLICIES Staff costs are recognised in the financial year in which the employee renders the related service. The cost of share-based payments, which is expensed over the vesting period of the programme according to the service conditions, is recognised in staff costs and provisions or equity, depending on how the programme is settled with the employees. Key management personnel comprise the Executive Committee, excluding the executive directors. Other management personnel included in the share-based payment schemes comprise vice presidents and other key employees in central functions as well as the management of significant subsidiaries. The Group has set up share-based incentive programmes to attract, retain and motivate the Group’s executive directors and other levels of management personnel, and to align their interests with those of the shareholders. There is no share-based remuneration of the Supervisory Board. The Group has one type of share-based payment known as performance shares. Entitlement to performance shares requires fulfilment of service in the vesting period (3 years) but does not have any exercise price. Instead, the shares are transferred to the recipients based on achievement of the KPIs attached to the shares. Remuneration DKK million Fixed salary Cash bonus Other benefits Cash compensation for forfeited LTI² Severance payments Remuneration settled in cash Non-monetary benefits Share-based payments Remuneration, non-monetary and share-based Total cash and non-cash Executive directors¹ 2023 Former 2022 Former Key management personnel 2023 2022 11.2 11.2 0.5 - - 22.9 0.1 35.3 35.4 58.3 21.0 19.4 1.1 - - 41.5 0.4 28.0 28.4 69.9 27.5 21.7 4.2 - 4.8 58.2 2.5 13.9 16.4 74.6 28.8 28.7 7.9 - 7.5 72.9 0.2 9.5 9.7 82.6 Current 11.4 10.6 0.2 12.9 - 35.1 1.3 16.0 17.3 52.4 ¹ Executive directors consist of Jacob Aarup-Andersen and Ulrica Fearn. Cees 't Hart resigned as CEO on 31 August 2023, but was remunerated for an additional two months where he supported the company in an advisory capacity. ² As compensation for long-term incentive awards forfeited from their previous employers, Jacob Aarup-Andersen and Ulrica Fearn were paid DKK 12m and DKK 0.9m respectively, amounts that were used for the purchase of Carlsberg shares. Jacob Aarup-Andersen was also added to the running 2022-2024 and 2023-2025 long-term incentive schemes. Further information can be found in the Remuneration Report. SECTION 7.3 (CONTINUED) SHARE-BASED PAYMENTS Performance shares 31 December 2021 Granted Forfeited/adjusted/transferred Exercised/settled 31 December 2022 Granted Forfeited/adjusted/transferred Exercised/settled 31 December 2023 ¹ Including retired employees. Performance share disclosures DKK million Fair value at grant date Cost of shares granted in the year Total cost of performance shares Cost not yet recognised Fair value at 31 December Executive directors Key management personnel Other management personnel¹ 136,178 33,753 -7,263 -45,999 116,669 85,487 -127,722 -24,536 49,898 40,127 20,071 -1,028 -11,743 47,427 21,826 -17,388 -10,758 41,107 235,786 109,528 -16,460 -83,898 244,956 99,995 21,483 -76,335 290,099 2023 121 44 130 148 254 Total 412,091 163,352 -24,751 -141,640 409,052 207,308 -123,627 -111,629 381,104 2022 88 25 97 150 306 CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 116 Key information Assumptions Expected volatility Risk-free interest rate Expected dividend yield Expected life, years Fair value at measurement date Performance shares 2023 2022 23.0% 2.8% 24.0% 1.3% 0.0/2.7% 0.0/2.4% 3.0 3.0 DKK 570-989 DKK 404-987 ACCOUNTING ESTIMATES AND JUDGEMENTS ACCOUNTING POLICIES The volatility of performance shares is based on the historical volatility of the price of Carlsberg A/S’ class B shares over the previous three years. For share options, the volatility is based on similar data over the previous eight years. The share price and the exercise price of share options are calculated as the average price of Carlsberg A/S’ class B shares on Nasdaq Copenhagen during the first five trading days after publication of Carlsberg A/S’ financial statements. The risk-free interest rate is based on Danish government bonds of the relevant maturity. The expected life is based on exercise at the end of the exercise period. The fair value of granted performance shares is estimated using a stochastic (quasi-Monte Carlo) valuation model of market conditions and a Black- Scholes call option-pricing model of non-market and service conditions, taking into account the terms and conditions upon which the performance shares were granted. The market condition is based on a ranking of the total shareholder return of Carlsberg A/S’ class B shares versus a peer group of publicly traded companies in the alcoholic beverage sector. On initial recognition of performance shares, the number of awards expected to vest is estimated and subsequently revised for any changes. Accordingly, recognition is based on the number of awards that ultimately vest. CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 117 The most significant plans are in the UK and Switzerland, representing 42% and 46% respectively (2022: 42% and 44%), while the eurozone countries represented 5% (2022: 5%) of the gross obligation at 31 December 2023. Obligation, net DKK million 2023 2022 Present value of obligation Fair value of plan assets Obligation, net Present value of obligation Fair value of plan assets Obligation, net Obligation at 1 January 9,527 7,970 1,557 13,851 11,506 2,345 The majority of the obligations are funded, with assets placed in independent pension funds, mainly in Switzerland and the UK. Most of the plan assets are quoted investments. In some countries, primarily Germany, Sweden and China, the obligation is unfunded. The retirement benefit obligations for these unfunded plans amounted to DKK 1,134m (2022: DKK 1,180m) or 11% (2022: 12%) of the gross obligation. In 2023, the Group’s obligation, net, on defined benefit plans decreased by DKK 170m compared with 2022. Changes in financial assumptions impacted the obligation; in particular in the UK (DKK 86m) and in Switzerland (DKK 250m). The increase in obligation in Switzerland was partly offset by the effect of the asset ceiling of DKK -204m. Moreover, foreign exchange adjustments affected the net obligation by DKK -68m. Recognised in the income statement¹ Current service cost Past service cost Net interest on the net defined benefit obligation (asset) Total Remeasurements Gain/loss from changes in demographic assumptions Gain/loss from changes in financial assumptions Asset ceiling Total Other changes Contributions to plans Benefits paid Transferred to liabilities in discontinued operations Foreign exchange adjustments etc. Total Obligation at 31 December 169 -2 339 506 -57 392 - 335 - -567 - 260 -307 10,061 - - 309 309 - 58 204 262 295 -490 - 328 133 8,674 169 -2 30 197 -57 334 -204 73 -295 -77 - -68 -440 1,387 192 -11 158 339 - - 120 120 192 -11 38 219 -89 - -89 -3,823 - -3,912 - -760 -6 15 -751 9,527 -2,757 -569 -3,326 242 -681 - 109 -330 7,970 -1,066 569 -586 -242 -79 -6 -94 -421 1,557 ¹ The total return on plan assets for the year amounted to DKK 367m (2022: DKK -2,637m). SECTION 7.4 RETIREMENT BENEFIT OBLIGATIONS AND SIMILAR OBLIGATIONS A number of employees are covered by retirement benefit plans. The nature of the plans varies depending on labour market conditions in the individual countries. Benefits are generally based on wages/salaries and length of employment. Retirement benefit obligations cover both present and future retirees’ entitlement to retirement benefits. DEFINED CONTRIBUTION PLANS A defined contribution plan is a post- employment benefit plan under which the Group pays contributions to a separate independent company. The Group’s legal or constructive obligation is limited to the contributions. In 2023, 71% (2022: 68%) of the Group’s retirement benefit costs related to defined contribution plans. The expense recognised in relation to these contributions was DKK 417m (2022: DKK 391m). DEFINED BENEFIT PLANS A defined benefit plan guarantees employees a certain level of pension benefits for life. The pension is based on seniority and salary at the time of retirement. The Group assumes the risk associated with future developments in interest rates, inflation, mortality and disability etc. CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 118 SECTION 7.4 (CONTINUED) RETIREMENT BENEFIT OBLIGATIONS AND SIMILAR OBLIGATIONS The Group has a three-yearly valuation process to agree on any future funding arrangements in the UK. The most recent one was completed in 2022. The Group expects to contribute DKK 104m (2022: DKK 109m) to the plan assets in 2024, which is in line with the agreed funding arrangement, under which the Group will contribute DKK 311m up to 2026. Plan assets do not include shares in the Group or properties used by Group companies. The actuarial gain and foreign exchange adjustment recognised in other comprehensive income amounted to DKK 27m (2022: DKK 543m), comprising a foreign exchange adjustment of DKK 48m and a net actuarial gain of DKK 73m. The accumulated actuarial loss and foreign exchange adjustment recognised at 31 December 2023 was DKK 2,345m (2022: DKK 2,322m), with actuarial net losses of DKK 2,639m (2022: DKK 2,566m). Assumptions applied In 2023, the discount rate used for the defined benefit plans in Western Europe was determined by reference to market yields on high-quality corporate bonds. In the Asian countries, where no deep market in high-quality corporate bonds exists, the discount rate was determined by reference to market yields on government bonds. The mortality tables used in Carlsberg UK are S3PMA/S3PFA_M tables for post-retirement, while the Swiss entities use BVG 2020 for valuation of their retirement benefit obligations. Sensitivity analysis The sensitivity analysis is based on a change in one of the assumptions, while all other assumptions remain constant. This is highly unlikely, however, as a change in one assumption would probably affect other assumptions as well. When calculating the obligation on the basis of a changed assumption, the same method has been applied as when calculating the defined benefit obligation. Expected maturity and duration Defined benefit obligations are primarily expected to mature after five years. The expected duration of the obligations at year- end 2023 was 12 years. The duration is calculated using a weighted average of the duration divided by the obligation. Breakdown of plan assets Shares¹ Bonds and other securities Real estate Cash and cash equivalents Total DKK million 1,098 6,197 1,643 284 9,222 2023 % 12 67 18 3 100 DKK million 970 5,390 2,122 193 8,675 2022 % 11 62 24 2 100 ¹ The breakdown of plan assets excludes the asset ceiling of DKK -548m in 2023 (2022: DKK -705m). Assumptions applied 2023 Discount rate Growth in wages and salaries 2022 Discount rate Growth in wages and salaries Sensitivity analysis DKK million Discount rate Growth in wages and salaries Mortality CHF 1.9% 1.2% 2.3% 1.2% GBP 4.8% 3.6% EUR 2.1-4% 2.5-4.5% 5.0% 3.6% 1.5-3.8% 0.2-4.5% +0.5% -573 25 +1 year 302 2023 -0.5 % 639 -22 -1 year -306 Other 3.5% 4.9% 3.8% 2.5% +0.5% -541 23 +1 year 265 Weighted average 3.3% 2.4% 3.7% 2.5% 2022 -0.5 % 597 -19 -1 year -282 Maturity of retirement benefit obligations DKK million 2023 2022 < 1 year 1-5 years > 5 years 606 585 2,764 2,570 6,691 6,372 Total 10,061 9,527 CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 119 SECTION 7.4 (CONTINUED) RETIREMENT BENEFIT OBLIGATIONS AND SIMILAR OBLIGATIONS ACCOUNTING ESTIMATES AND JUDGEMENTS The value of the Group’s defined benefit plans is based on valuations from external actuaries. The valuation is based on a number of actuarial assumptions, including discount rates, expected growth in wages and salaries, mortality and retirement benefits. The present value of the net obligation is calculated by using the projected unit credit method and discounting the defined benefit plan by a discount rate for each country. The discount rate is determined by reference to market yields on high-quality corporate bonds. Where high-quality corporate bonds are not available, the market yields on government bonds are used instead. Mortality assumptions are based on the Group entity’s best estimate of the mortality of plan members during and after employment and include expected changes in mortality. Due to the broad range of entities comprising the retirement benefit obligation, several different mortality tables are used to calculate the future retirement benefit obligation. ACCOUNTING POLICIES Contributions paid to a defined contribution plan are recognised in the income statement in the period during which services are rendered by employees. Any contributions outstanding are recognised in the statement of financial position as other liabilities. The Group’s net obligation recognised in the statement of financial position in respect of defined benefit plans is the present value of the defined benefit obligation at the reporting date less the fair value of plan assets calculated by a qualified actuary. The present value is determined separately for each plan by discounting the estimated future benefits that employees have earned in return for their service in the current and prior years. The costs of a defined benefit plan are recognised in the income statement and include service costs, net interest based on actuarial estimates and financial expectations. Service costs comprise current service cost and past service cost. Current service cost is the increase in the present value of the defined benefit obligation resulting from employee services in the current period. Past service cost is the change in the present value of the obligation regarding employee services in prior years that arises from a plan amendment or a curtailment. Past service costs are recognised immediately, provided employees have already earned the changed benefits. Realised gains and losses on curtailment or settlement are recognised under staff costs. Interest on retirement benefit obligations and the interest on return on plan assets are recognised as financial income or financial expenses. Differences between the development in retirement benefit assets and liabilities and realised amounts at year-end are designated as actuarial gains or losses and recognised in other comprehensive income. As they will never be reclassified to the income statement, they are included in retained earnings. If a retirement benefit plan constitutes a net asset, the asset is recognised only if it offsets future refunds from the plan or will lead to reduced future payments to the plan. Realised gains and losses on the adjustment of retirement benefit obligations as a result of termination of a significant number of positions in connection with restructurings are recognised under special items. SECTION 8 OTHER DISCLOSURE REQUIREMENTS CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 120 7,425m Profit attributable to shareholders in Carlsberg A/S, adjusted for special items after tax and loss from the discontinued operations (DKK). 54.6 Earnings per share, adjusted for special items after tax, continuing operations (DKK). SECTION 8.1 EARNINGS PER SHARE During 2023, the Group repurchased a total of 3.3 million B shares under the share buy-back programmes. The share buy- back programmes decreased the average number of shares by 3.7 million, which in turn increased adjusted earnings per share by DKK 1.5. The adjustment for special items after tax increased adjusted earnings per share by DKK 3.5. For all share-based incentive instruments, the average market price of Carlsberg B shares, including the fair value of services to be received in the future, exceeded the exercise price and the fair value at the grant date. As a result, diluted earnings per share included all share-based incentive instruments that could potentially dilute earnings in the future. Earnings per share DKK Earnings per share of DKK 20 (EPS) Continuing operations Discontinued operations Diluted earnings per share of DKK 20 (EPS-D) Continuing operations Discontinued operations Earnings per share, adjusted (EPS-A) Continuing operations Discontinued operations Average number of shares 1,000 shares Average number of issued shares Average number of treasury shares Average number of shares Average dilutive effect of share-based incentives Diluted average number of shares Profit attributable to shareholders DKK million Profit for the period Non-controlling interests Profit attributable to shareholders in Carlsberg A/S (net profit) Special items after tax in continuing and discontinued operations Profit attributable to shareholders in Carlsberg A/S, adjusted Loss from discontinued operations adjusted for special items after tax Profit attributable to shareholders in Carlsberg A/S, adjusted, continuing operations 2023 -299.7 51.1 -350.8 -299.7 51.0 -350.8 60.0 54.6 5.4 2022 -7.6 50.1 -57.7 -7.6 50.0 -57.7 69.3 55.7 13.6 138,590 -2,501 136,089 366 142,527 -2,692 139,835 368 136,455 140,203 -39,777 -1,011 -40,788 48,951 8,163 -738 7,425 108 -1,171 -1,063 10,757 9,694 -1,909 7,785 SECTION 8.2 SECTION 8.3 FEES TO AUDITORS RELATED PARTIES Fees to auditors appointed by the Annual General Meeting DKK million 2023 2022 PwC, including network firms Statutory audit Assurance engagements Tax advisory Other services Total 29 2 3 1 35 25 1 8 2 36 Fees for services other than the statutory audit of the financial statements provided by PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, Denmark, amounted to DKK 2m (2022: DKK 1m). This includes other assurance opinions, agreed-upon procedures as well as tax, accounting, and compliance related services. RELATED PARTIES EXERCISING CONTROL The Carlsberg Foundation, H.C. Andersens Boulevard 35, 1553 Copenhagen V, Denmark, exercises control over Carlsberg A/S. The Foundation holds 29.4% of the shares and 76.7% of the voting power in Carlsberg A/S, excluding treasury shares. The following transactions took place between the Carlsberg Foundation and the Group in 2023: The Carlsberg Foundation received a dividend of DKK 27.00 per share from Carlsberg A/S, the same as every other shareholder. The dividend received amounted to DKK 1,115m. The Carlsberg Foundation participates in the share buy-back programme on a 30.33% pro rata basis. In 2023, the Carlsberg Foundation sold B shares to Carlsberg A/S at a fair value of DKK 971m. The number of A shares held by the Foundation remains unchanged, explaining why the ownership share increased to 29.4% at 31 December 2023 (2022: 29.2%). The shares were sold at the average weekly share buy-back market prices. FUNDING AND GRANTS Carlsberg A/S received statutory grants and further funding from the Carlsberg Foundation, in total DKK 86m, for the basic research and development activities at the Carlsberg Research Laboratory (2022: DKK 69m). Of the total grants, DKK 18m (2022: DKK 22m) was deferred to be used for research projects in the future. CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 121 these parties and the Group, except for remuneration as disclosed in section 7. Related party transactions with associates recognised in the income statement and the statement of financial position DKK million 2023 2022 Associates Revenue Cost of sales Sales expenses Interest income Loans Receivables Trade payables and other liabilities 22 -733 -9 22 273 448 -70 19 -712 -9 27 277 394 -49 SECTION 8.4 EVENTS AFTER THE REPORTING PERIOD Apart from the events recognised or disclosed in the consolidated financial statements, no events have occurred after the reporting period of importance to the consolidated financial statements. In 2023, the Carlsberg Foundation contributed an additional amount of DKK 13m to Home of Carlsberg A/S to support the rebuilding of the Carlsberg Visitor Centre. OTHER ACTIVITIES Home of Carlsberg A/S, a 100%-owned subsidiary of the Carlsberg Group, hosted and administered events at the Carlsberg Academy, which is owned by the Carlsberg Foundation, at a value of DKK 1m. The Group’s delivery of beer and soft drinks to the Carlsberg Foundation is charged at ordinary listing price minus a discount. In 2023, the deliveries amounted to DKK 0.1m (total sales of goods) (2022: DKK 0.3m). Carlsberg A/S leases parking spaces from the Carlsberg Foundation to provide parking for employees at the Carlsberg Research Laboratory and Visit Carlsberg. Furthermore, Carlsberg Breweries A/S leases storage facilities in the researcher apartments in Carlsberg Byen. These lease agreements are with subsidiaries of the Foundation. The two annual lease payments amount to DKK 0.2m and the leases are on market terms. It is estimated that the benefit to the Carlsberg Group corresponds to the value of the other activities provided to the Carlsberg Foundation, which in turn corresponds to what each party would have had to pay to have the same deliverables provided by external parties. OTHER RELATED PARTIES Related parties also comprise Carlsberg A/S’ Supervisory Board and Executive Board, their close family members and companies in which these persons have significant influence. During the year, there were no transactions between SECTION 9 BASIS FOR PREPARATION Areas involving significant estimates and judgements: Receivables Impairment testing, useful life and residual value Restructurings, provisions and contingencies Discontinued operations Acquisitions and disposals, including contingent considerations Tax assets and liabilities Defined benefit obligations Section 1 Section 2 Section 3 Section 5 Section 5 Section 6 Section 7 SECTION 9.1 SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS The consolidated financial statements cover the period 1 January to 31 December. In preparing the consolidated financial statements, management makes various accounting estimates and judgements that form the basis of presentation, recognition and measurement of the Group’s assets, liabilities, income and expenses. Other estimates and judgements made are based on historical experience and other factors that management assesses to be reliable, but that, by their nature, are associated with uncertainty and unpredictability and may therefore prove incomplete or incorrect. CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 122 SECTION 9.2 GENERAL ACCOUNTING POLICIES The Group’s consolidated financial statements for 2023 have been prepared in accordance with IFRS Accounting Standards as adopted by the EU and further requirements in the Danish Financial Statements Act. The consolidated financial statements are presented in Danish kroner (DKK), which is the Parent Company’s functional currency, and all values are rounded to the nearest DKK million, except when otherwise stated. The accounting policies set out below have been used consistently in respect of the financial year and the comparative figures. DEFINING MATERIALITY Significant items are presented individually in the financial statements as required by IAS 1. Other items that are considered relevant to stakeholders and necessary for an understanding of the Group’s business model, including research, real estate and geographical diversity, are also presented individually in the financial statements. The consolidated financial statements are prepared as a consolidation of the financial statements of the Parent Company, Carlsberg A/S, and its subsidiaries according to the Group’s accounting policies. Subsidiaries are all the entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Entities over which the Group exercises significant influence, but which it does not control, are considered associates. Significant influence is generally obtained by direct or indirect ownership or control of less than 50% of the voting rights or participation in the management of the company. The assessment of whether Carlsberg A/S exercises control or significant influence includes potential voting rights exercisable at the reporting date. Entities that by agreement are managed jointly with one or more other parties are considered joint ventures. On consolidation, intra-group income and expenses, shareholdings, balances and dividends, and realised and unrealised gains are eliminated. Unrealised gains on transactions SECTION 9.2 (CONTINUED) GENERAL ACCOUNTING POLICIES with associates are eliminated in proportion to the Group’s ownership share of the entity. Unrealised losses are eliminated in the same way as unrealised gains to the extent that impairment has not taken place. The accounting items of subsidiaries are included in full in the consolidated financial statements. Non-controlling interests’ share of subsidiaries’ profit/loss for the year and of equity is included in the Group’s profit/loss and equity but is disclosed separately. Entities acquired or established during the year are recognised in the consolidated financial statements from the date of acquisition or formation. Entities disposed of or discontinued are recognised in the consolidated income statement until the date of disposal or discontinuation. The comparative figures are not restated. FOREIGN CURRENCY TRANSLATION A functional currency is determined for each of the reporting entities in the Group. The functional currency is the primary currency used for the reporting entity’s operations. Transactions denominated in currencies other than the functional currency are considered transactions denominated in foreign currencies. On initial recognition, transactions denominated in foreign currencies are translated to the functional currency at the exchange rates at the transaction date. Foreign exchange differences arising between the exchange rates at the transaction date and at the date of payment are recognised as financial income or expenses. Receivables, payables and other monetary items denominated in foreign currencies are translated at the exchange rates at the reporting date. The difference between the exchange rates at the reporting date and at the date at which the receivable or payable arose or the exchange rate in the latest consolidated financial statements is recognised as financial income or expenses. On recognition of entities with a functional currency other than the presentation currency, the income statement and statement of cash flows are translated at the exchange rates at the transaction date, and the statement of financial position items are translated at the exchange rates at the reporting date. Foreign exchange differences arising on translation of the opening balance of equity, and of the income statement on the reporting date, are recognised in other comprehensive income and attributed to a separate translation reserve in equity. Foreign exchange differences arising on the translation of the proportionate share of associates are likewise recognised in other comprehensive income. Foreign exchange adjustment of balances with entities that are considered part of the investment in the entity is recognised in other comprehensive income. Correspondingly, foreign exchange gains and losses on the part of loans and derivative financial instruments that are designated as hedges of investments in CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 123 foreign entities, and that effectively hedge against corresponding foreign exchange gains and losses on the investment in the entity, are also recognised in other comprehensive income and attributed to a separate translation reserve in equity. measures are defined and calculated by the Group and therefore may not be comparable with other companies’ measures. The non-IFRS financial measures disclosed in the Annual Report are: • Earnings per share, adjusted, and payout ratio, adjusted • Organic development The Danish Finance Society does not acknowledge use of special items and states that adjustments of tax should be based on the marginal tax rate. When calculating financial measures, the Group uses operating profit before special items as well as the effective tax rate for measures adjusted for tax. Other financial ratios are calculated in accordance with the Danish Finance Society’s online guidelines for the calculation of financial ratios, “Recommendations and Financial Ratios”, unless specifically stated. When the gain or loss from a complete or partial disposal of an entity is recognised, the share of the cumulative exchange differences recognised in other comprehensive income is recognised in the income statement. The same approach is adopted on repayment of balances that constitute part of the net investment in the entity. INCOME STATEMENT The presentation of the Group’s income statement is based on the internal reporting structure, as IFRS Accounting Standards do not provide a specific disclosure requirement. Special items are not directly attributable to ordinary operating activities and are shown separately in order to facilitate a better understanding of the Group’s financial performance. CASH FLOW Cash flow is calculated using the indirect method and is based on operating profit before special items adjusted for depreciation, amortisation and impairment losses. Cash flow cannot be derived directly from the statement of financial position and income statement. FINANCIAL RATIOS AND NON-IFRS FINANCIAL MEASURES The Group uses certain additional financial measures to provide management, investors and investment analysts with additional measures to evaluate and analyse the Company’s results. These non-IFRS financial CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 124 The annual report submitted to the Danish Financial Supervisory Authority (the Officially Appointed Mechanism) consists of the XHTML document together with the technical files, all of which are included in the ZIP file Carlsberg-2023-12-31-en.zip. Key definitions XHTML (eXtensible HyperText Markup Language) is a text-based language used to structure and mark up content such as text, images and hyperlinks in documents that are displayed in a web browser. iXBRL tags (or Inline XBRL tags) are hidden metainformation embedded in the source code of an XHTML document that enables the conversion of XHTML-formatted information into a machine-readable XBRL data record using appropriate software. A financial reporting taxonomy is an electronic dictionary of business reporting elements used to report business data. A taxonomy element is an element defined in a taxonomy that is used for the machine-readable labelling of information in an XBRL data record. SECTION 9.2 (CONTINUED) GENERAL ACCOUNTING POLICIES 9.2.1 REPORTING UNDER THE ESEF REGULATION The Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) has introduced a single electronic reporting format for the annual financial reports of issuers with securities listed on EU-regulated markets. The combination of XHTML format and iXBRL tags enables the annual financial reports to be read by both humans and machines, thus enhancing accessibility, analysis and comparability of the information included in the annual financial reports. The Group’s iXBRL tags have been prepared in accordance with the ESEF taxonomy, which is included in the ESEF Regulation and has been developed based on the IFRS taxonomy published by the IFRS Foundation. The line items in the consolidated financial statements are tagged to elements in the ESEF taxonomy. For financial line items that are not directly defined in the ESEF taxonomy, an extension to the taxonomy has been created. Extensions are anchored to elements in the ESEF taxonomy, except for extensions that are subtotals. CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 125 SECTION 9.2 (CONTINUED) GENERAL ACCOUNTING POLICIES Glossary and calculation of key figures and financial ratios disclosed in the Annual Report FINANCIAL RATIOS Gross margin EBITDA margin1 Operating margin Gross profit as a percentage of revenue. Operating profit before depreciation, amortisation and impairment losses as a percentage of revenue. Operating profit before special items1 as a percentage of revenue. Payout ratio Payout ratio, adjusted Proposed dividend for the year as a percentage of consolidated profit, excluding non-controlling interests. Proposed dividend for the year on number of shares at year-end as a percentage of consolidated profit, adjusted for special items after tax1, excluding non-controlling interests. STOCK MARKET RATIOS (CONTINUED) Return on invested capital (ROIC) Return on invested capital excluding goodwill (ROIC excl. goodwill) Operating profit before special items1 adjusted for tax as a percentage of average invested capital2 calculated as a 12-month rolling average (MAT). Operating profit before special items1 adjusted for tax as a percentage of average invested capital2 excluding goodwill calculated as a 12-month rolling average (MAT). Effective tax rate1 NIBD/EBITDA1 Income tax as a percentage of profit before tax. Net interest-bearing debt3 divided by operating profit before depreciation, amortisation and impairment losses. STOCK MARKET RATIOS Earnings per share (EPS) Earnings per share, diluted (EPS-D) Earnings per share, adjusted (EPS-A) EPS-A, continuing operations Profit for the period, excluding non-controlling interests, divided by the average number of shares. Profit for the period, excluding non-controlling interests, divided by the average number of shares, fully diluted for share options and performance shares in the money. Profit for the period adjusted for special items after tax1, excluding non- controlling interests and special items after tax in the discontinued operations, divided by the average number of shares. Profit for the period adjusted for special items after tax1, excluding non- controlling interests and loss from the discontinued operations, divided by the average number of shares. GLOSSARY EBITDA1 Free cash flow4 Leverage ratio1 NCI OCI Off-trade On-trade Operating profit Organic development1 Free cash flow per share (FCFPS)1 Free cash flow⁴ divided by the average number of shares, fully diluted for share options and performance shares in the money. Volumes1 Market capitalisation Number of shares at year-end multiplied by the share price. Average number of issued shares Number of issued shares as an average for the year. Average number of shares Number of issued shares, excluding treasury shares, as an average for the year. Number of shares at year-end Total number of issued shares, excluding treasury shares, at year-end. Operating profit before depreciation, amortisation and impairment losses. Cash flow from operating activities less cash flow from investing activities. NIBD/EBITDA. Non-controlling interests. Other comprehensive income. Sale of beverages for consumption off the premises (e.g. retailers). Sale of beverages for consumption on the premises (e.g. restaurants, hotels and bars). Operating profit before special items1. Measure of growth excluding the impact of acquisitions, disposals and foreign exchange from year-on-year comparisons. The Group’s sale of beverages in consolidated entities and sale of the Group’s products under licence agreements. 1 This key figure, ratio or elements thereof are not defined or deviate from the definitions of the Danish Finance Society. ² The calculation of invested capital is specified in section 2.1. ³ The calculation of net interest-bearing debt is specified in section 4.3. 4 The calculation of free cash flow is specified in the statement of cash flows. CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 126 SECTION 9.4 NEW LEGISLATION NEW AND AMENDED IFRS ACCOUNTING STANDARDS The following Amendments to IFRS Accounting Standards became effective as of 1 January 2024: • Amendments to IAS 1 “Presentation of Financial Statements: Classification of Liabilities as Current or Non-current” and “Classification of Liabilities as Current or Non- current - Deferral of Effective Date” and “Non-current Liabilities with Covenants” • Amendment to IFRS 16 “Leases: Lease Liability in a Sale and Leaseback” These Amendments are not expected to have any significant impact on the financials or the Group’s accounting policies, as they cover areas that are not material and/or relevant for the Group. NEW AND AMENDED IFRS ACCOUNTING STANDARDS AND INTERPRETATIONS NOT YET ADOPTED BY THE EU The following Amendments, which will become effective in future years, have been issued but not yet adopted by the EU: • Amendment to IAS 21 “The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability” • Supplier Finance Arrangements: Amendment to IAS 7 “Statement of Cash Flows” and IFRS 7 “Financial Instruments: Disclosures”. The Amendments are not mandatory for the financial reporting for 2023. The Group expects to adopt the Amendments when they become mandatory. SECTION 9.3 CHANGES IN ACCOUNTING POLICIES CHANGED ACCOUNTING POLICIES AND CLASSIFICATION IN THE ANNUAL REPORT 2023 The Annual Report 2023 has been prepared using the same accounting policies for recognition and measurement as those applied to the consolidated financial statements for 2022, except for the following Amendments that were adopted as of 1 January 2023: • Amendment to IAS 1 “Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting Policies” • Amendment to IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates” • Amendments to IAS 12 “Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction” • Amendments to IAS 12 “Income Taxes: International Tax Reform - Pillar Two Model Rules” • Amendments to IFRS 17 “Insurance Contracts” and “Initial application of IFRS 17" and IFRS 9 “Comparative Information” These Amendments cover areas that are not material and/or relevant for the Group. CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 127 SECTION 9.5 NEW SEGMENTATION 2024 The regional structure of the Group changed as of 1 January 2024, with the aim of rebalancing the regions in terms of size and number of business units. Effect of the new segmentation As a result of the new segmentation, the entities in India and Nepal will move from the Asia region to Central & Eastern Europe. At the same time, Carlsberg Shared Services will move from Not allocated to Western Europe. Central & Eastern Europe will then be renamed Central & Eastern Europe and India to better reflect its new composition. IFRS 8 requires that an entity discloses information about its operating segments, including profit and loss for each reportable segment. These segment disclosures should follow the “management approach”, meaning they should be the same segments as are regularly reported to management. The disclosure in the Annual Report follows the same regional segmentation as was used in the internal reporting to the Executive Committee throughout 2023. As the management structure was unchanged during 2023, the segmentation used in the Annual Report 2023 continues without any changes compared with 2022. The segmentation changed as of 1 January 2024, when the new management structure took effect. To provide transparency, it has been decided to disclose the effect of the new segmentation had it become effective at 1 January 2023 and as it will be disclosed in the comparative figures for 2023 in the Annual Report 2024. New segmentation DKK million Revenue Total cost Share of profit after tax of associates Operating profit before special items Operating margin Invested capital Invested capital excl. goodwill Acquisition of property, plant and equipment and intangible assets Amortisation and depreciation Impairment losses Return on invested capital (ROIC) ROIC excl. goodwill Reported Restated Western Europe 37,317 -32,643 307 4,981 13.3% 34,712 14,232 1,533 1,859 338 11.4% 27.0% Central & Eastern Europe 12,959 -10,756 21 2,224 17.2% 7,675 4,236 682 669 127 23.2% 40.9% Not allocated 21 -1,287 - -1,266 -328 -328 177 88 40 - - Asia 23,288 -18,329 249 5,208 22.4% 18,293 3,897 1,841 1,363 -100 21.9% 110.2% Western Europe 37,317 -32,649 307 4,975 13.3% 34,670 14,190 1,534 1,860 338 11.4% 27.0% Central & Eastern Europe and India 15,467 -12,842 221 2,846 18.4% 9,992 6,357 720 744 127 22.9% 35.4% Asia 20,780 -16,243 49 4,586 22.1% 15,976 1,776 1,803 1,288 -100 21.9% 228.1% 2023 Not allocated 21 -1,281 - -1,260 - -286 -286 176 87 40 - - SECTION 9.5 (CONTINUED) NEW SEGMENTATION 2024 New segmentation Beer (million hl) Western Europe Asia Central & Eastern Europe and India Total Other beverages (million hl) Western Europe Asia Central & Eastern Europe and India Total Total beverages (million hl) Western Europe Asia Central & Eastern Europe and India Total Revenue (DKK million) Western Europe Asia Central & Eastern Europe and India Not allocated Total CARLSBERG GROUP ANNUAL REPORT 2023 PART OF MANAGEMENT REVIEW - NOT AUDITED 128 Q1 Q2 Q3 Q4 H1 H2 FY Restated 2023 5.9 10.7 6.5 23.1 3.2 1.6 0.7 5.5 9.1 12.3 7.2 28.6 8.4 11.3 9.6 29.3 4.1 1.8 1.0 6.9 12.5 13.1 10.6 36.2 7.8 11.3 9.9 29.0 3.7 1.2 1.1 6.0 11.5 12.5 11.0 35.0 6.6 5.8 7.2 19.6 3.7 1.3 0.7 5.7 10.3 7.1 7.9 25.3 14.3 22.0 16.1 52.4 7.3 3.4 1.7 12.4 21.6 25.4 17.8 64.8 14.4 17.1 17.1 48.6 7.4 2.5 1.8 11.7 21.8 19.6 18.9 60.3 28.7 39.1 33.2 101.0 14.7 5.9 3.5 24.1 43.4 45.0 36.7 125.1 7,551 5,791 3,059 4 16,405 10,831 5,993 4,557 2 21,383 10,113 5,572 4,603 6 20,294 8,822 3,424 3,248 9 15,503 18,382 11,784 7,616 6 37,788 18,935 8,996 7,851 15 35,797 37,317 20,780 15,467 21 73,585 SECTION 10 GROUP COMPANIES This section lists the subsidiaries and associates in the Group. Parent direct ownership shows the legal ownership held by the immediate holding company in the Group. Cross-holdings held by fully owned companies in the Group are aggregated. Consolidated ownership shows the share of the result of the entity that is attributed to the shareholders of Carlsberg A/S in the consolidated financial statements. Carlsberg Breweries A/S Place of incorporation Denmark Number of subsidiaries Note Parent direct ownership Consolidated ownership 2 100% 100% Western Europe Carlsberg Danmark A/S Carlsberg Supply Company Danmark A/S Carlsberg Sweden Holding 2 AB Carlsberg Sverige AB Carlsberg Supply Company Sverige AB Ringnes Norge AS Ringnes AS Ringnes Brygghus AS Solo AS Ringnes Supply Company AS Ringnes Farris Eiendom AS Ringnes Imsdal Eiendom AS Ringnes Administrasjon Eiendom AS Ringnes Gjelleråsen Eiendom AS Oy Sinebrychoff Ab Sinebrychoff Supply Company Oy Carlsberg Deutschland Holding GmbH Carlsberg Deutschland Logistik GmbH Tuborg Deutschland GmbH Denmark Denmark Sweden Sweden Sweden Norway Norway Norway Norway Norway Norway Norway Norway Norway Finland Finland Germany Germany Germany 1 100% 100% 100% 100% 100% 100% 100% 100% 91% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 91% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 129 Place of incorporation Number of subsidiaries Note Parent direct ownership Consolidated ownership Western Europe Carlsberg Deutschland GmbH Duckstein GmbH Holzmarkt Beteiligungsgesellschaft mbH Holsten-Brauerei AG Germany Germany Germany Germany Carlsberg Supply Company Deutschland GmbH Germany Carlsberg Supply Company Polska SA Carlsberg Polska Sp. z o.o. Carlsberg UK Holdings Limited Carlsberg Marston's Limited Carlsberg Marston's Brewing Company Ltd. Marston's Beer Company Limited CMBC Supply Limited LF Brewery Holdings Limited Emeraude S.A.S. Kronenbourg S.A.S. Kronenbourg Supply Company S.A.S. Kronenbourg Breweries Canada Inc. Fondation Kronenbourg S.A.S. Onyx Feldschlösschen Getränke Holding AG Feldschlösschen Getränke AG Schlossgarten Gastronomie AG Poland Poland UK UK UK UK UK UK France France France Canada France France Switzerland Switzerland Switzerland 6 3 1 7 1 3 100% 100% 100% 100% 100% 100% 100% 100% 60% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 60% 60% 60% 60% 60% 100% 100% 100% 100% 100% 100% 100% 100% 100% Western Europe SB Swiss Beverage AG Feldschlösschen Supply Company AG Carlsberg Supply Company AG Nya Carnegiebryggeriet AB E.C. Dahls Bryggeri AS Monster the Cat GmbH Grimbergen Abbey Brewery Zatecky Pivovar spol. S.r.o. Asia Carlsberg Asia Pte Ltd Place of incorporation Number of subsidiaries Note Parent direct ownership Consolidated ownership Asia Switzerland Switzerland Switzerland Sweden Norway Switzerland Belgium Czechia Place of incorporation Singapore 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Number of subsidiaries Note Parent direct ownership Consolidated ownership A B Carlsberg Brewery Hong Kong Ltd Hong Kong SAR Guangzhou Carlsberg Consultancy and Management Services Co. Ltd Chongqing Brewery Co., Ltd Carlsberg Chongqing Breweries Company Limited Kunming Huashi Brewery Company Limited Carlsberg (China) Breweries and Trading Company Limited Carlsberg Brewery (Guangdong) Ltd Xinjiang Wusu Breweries Co., Ltd Ningxia Xixia Jianiang Brewery Limited Beijing Capital Brewing Jinmai Trading Company Limited G-Shell Asia Pacific (Beijing) Food Company Limited Carlsberg Beer Enterprise Management (Chongqing) Company Limited Carlsberg Brewery (Anhui) Company Ltd Carlsberg Tianmuhu Brewery (Jiangsu) Company Ltd Lao Brewery Co. Ltd Carlsberg Korea Ltd. China China China China China China China China China China China China China Laos South Korea 3 8 5 100% 100% 100% 60% 51% 100% 100% 99% 100% 70% 100% 100% 100% 75% 100% 61% 100% 100% 100% 100% 60% 79% 79% 79% 79% 79% 56% 79% 79% 79% 60% 79% 61% 100% Carlsberg Brewery Malaysia Berhad Carlsberg Marketing Sdn BHD Euro Distributors Sdn BHD Carlsberg Singapore Pte Ltd Maybev Pte Ltd Carlsberg South Asia Pte Ltd South Asian Breweries Pte. Ltd Carlsberg India Pvt. Ltd Gorkha Brewery Pvt. Ltd G.B. Marketing Pvt Ltd Carlsberg Vietnam Trading Co. Ltd Carlsberg Vietnam Breweries Ltd Paduak Holding Pte. Ltd Carlsberg Supply Company Asia Ltd Caretech Limited Cambrew Limited Cambrew Properties Ltd Angkor Beverage Co Ltd CB Distribution Co., Ltd Central & Eastern Europe Carlsberg Azerbaijan LLC Baku Piva JSC Carlsberg Kazakhstan Ltd PJSC Carlsberg Ukraine A Listed company. CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 130 Note A C D D D D, E, F D, F Place of incorporation Malaysia Malaysia Malaysia Singapore Singapore Singapore Singapore India Nepal Nepal Vietnam Vietnam Singapore Hong Kong SAR Hong Kong SAR Cambodia Cambodia Cambodia Thailand Number of subsidiaries Parent direct ownership Consolidated ownership 51% 100% 100% 100% 51% 67% 100% 100% 90% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 2 51% 51% 51% 51% 26% 100% 100% 100% 90% 90% 100% 100% 100% 100% 100% 100% 100% 100% 100% Place of incorporation Note Number of subsidiaries Parent direct ownership Consolidated ownership Azerbaijan Azerbaijan Kazakhstan Ukraine 100% 91% 90% 100% 1 100% 91% 90% 100% B Carlsberg Chongqing Breweries Company Limited is owned by Chongqing Brewery Co., Ltd (51%) and Guangzhou Carlsberg Consultancy and Management Services Co Ltd (49%), resulting in a consolidated ownership of 79%. C Maybev Pte Ltd is owned by Carlsberg Singapore Pte Ltd (51%), which is owned by Carlsberg Brewery Malaysia Berhad (51%), resulting in a consolidated ownership of 26%. D The Group owns 67% of Carlsberg South Asia Pte Ltd, which is the holding company of South Asian Breweries Pte. Ltd, Carlsberg India Pvt. Ltd and Gorkha Brewery Pvt. Ltd (Nepal). The consolidation percentage of Carlsberg South Asia Pte Ltd is 100% due to a written put option. E The Group has the legal and contractual rights of a majority shareholder in Gorkha Brewery Pvt. Ltd, but does not consolidate the company and its subsidiary for accounting purposes. F Company not audited by PwC. Central & Eastern Europe Baltic Beverages Holding AB Carlsberg Serbia Ltd Carlsberg BH d.o.o. Carlsberg Montenegro d.o.o. Carlsberg Croatia d.o.o. Carlsberg Bulgaria AD OJSC Brewery Alivaria Vista BY Co LLC Carlsberg Italia S.p.A. Carlsberg Horeca Srl T&C Italia Srl Olympic Brewery SA Hellenic Beverage Company SA Carlsberg Hungary Kft. Saku Ölletehase AS Aldaris JSC Svyturys-Utenos Alus UAB CTDD Beer Imports Ltd Carlsberg Canada Inc. Waterloo Brewing Ltd. Carlsberg USA Inc. Not allocated Carlsberg Finans A/S Carlsberg International A/S Home of Carlsberg A/S Carlsberg Invest A/S Carlsberg Integrated Information Technology A/S Carlsberg Captive Insurance Company A/S Carlsberg Central Office A/S Traitomic A/S Carlsberg Shared Services Sp. z o.o. CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 131 Place of incorporation Note Number of subsidiaries Parent direct ownership Consolidated ownership Associates Place of incorporation Note Number of subsidiaries Parent direct ownership Consolidated ownership Sweden Serbia Bosnia and Herzegovina Montenegro Croatia Bulgaria Belarus Belarus Italy Italy Italy Greece Greece Hungary Estonia Latvia Lithuania Canada Canada Canada USA F, G H I 100% 100% 100% 100% 100% 100% 78% 100% 100% 100% 100% 100% 100% 100% 100% 100% 99% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 89% 100% 100% 100% 100% 100% 100% 100% 100% 100% 99% 100% 100% 100% 100% Udviklingsselskabet Carlsberg Byen P/S Sinergie Proattive Srl Knopp Oy Viacer S.G.P.S., Lda Super Bock Group, S.G.P.S., S.A. Denmark Italy Finland Portugal Portugal Serviced Dispense Equipment (Holdings) Limited UK Nuuk Imeq A/S Chongqing Jiawei Beer Co. Ltd Lanzhou Huanghe Jianiang Brewery Company Limited Qinghai Huanghe Jianiang Brewery Company Ltd Jiuquan West Brewery Company Limited Tianshui Huanghe Jianiang Brewery Company Ltd Lion Brewery (Ceylon) PLC Hanoi Beer Alcohol and Beverage Joint Stock Corporation Carlsberg Distributors Taiwan Limited NCC Crowns Private Limited Bottlers Nepal Limited Myanmar Carlsberg Co. Ltd Greenland China China China China China Sri Lanka Vietnam Taiwan India Nepal Myanmar F J J F A, F, K F F 62 10 2 1 1 1 25% 36% 50% 29% 56% 33% 32% 33% 50% 50% 50% 50% 25% 17% 50% 33% 22% 61% 25% 36% 50% 29% 60% 20% 32% 26% 50% 50% 50% 50% 13% 17% 50% 33% 20% 61% Place of incorporation Note Number of subsidiaries Parent direct ownership Consolidated ownership Denmark Denmark Denmark Denmark Denmark Denmark Denmark Denmark Poland 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Not consolidated companies Baltika Breweries LLC Hoppy Union LLC Place of incorporation Russia Russia Note F, H, L F, H, L Number of subsidiaries Parent ownership Consolidated ownership 3 1 100% 100% 0% 0% G Consolidated ownership is higher than the legal ownership due to written put options. H Company owned by Carlsberg Sverige AB. I In January 2024 Waterloo Brewing Ltd. was merged into Carlsberg Canada Inc. J Viacer S.G.P.S (Viacer) is the controlling shareholder of Super Bock Group, S.G.P.S. (Super Bock) with a 56% shareholding, with Carlsberg Breweries A/S owning the remaining 44%. In addition, Carlsberg Breweries A/S has a direct ownership share of 29% in Viacer without exercising control. Therefore, both Viacer and Super Bock are considered associates of the Group. The Group's direct and indirect ownership of Super Bock totals 60%. K Lion Brewery (Ceylon) PLC is owned by Carlsberg Brewery Malaysia Berhad (25%). Carlsberg owns 51% of Carlsberg Brewery Malaysia Berhad, resulting in 13% of the result being attributed to the shareholders in Carlsberg A/S. L Deconsolidated as of July 2023. Non-beverage Barley 1 A/S Carlsberg Ejendomme Holding A/S Place of incorporation Note Number of subsidiaries Denmark Denmark Parent direct ownership 100% 100% Consolidated ownership 100% 100% Parent Company financial statements PARENT COMPANY FINANCIAL STATEMENTS CARLSBERG GROUP ANNUAL REPORT 2023 PARENT COMPANY FINANCIAL STATEMENTS 132 PARENT COMPANY FINANCIAL STATEMENTS Income statement ................................ 133 Statement of comprehensive income ...................................................... 133 Statement of financial position ...... 134 Statement of changes in equity ..... 135 Statement of cash flows ................... 135 Notes ......................................................... 136 SECTION 1 SUBSIDIARIES AND RELATED PARTIES 1.1 Investments in subsidiaries ....................... 136 1.2 Related parties ............................................. 136 SECTION 2 CAPITAL STRUCTURE 2.1 Financial items ............................................. 137 2.2 Net interest-bearing debt ......................... 137 2.3 Share capital ................................................. 138 SECTION 3 STAFF COSTS AND REMUNERATION 3.1 Staff costs and remuneration .................. 139 3.2 Retirement benefit obligations ................ 139 SECTION 4 OTHER DISCLOSURE REQUIREMENTS 4.1 Other operating activities, net ................. 140 4.2 Cash flow ....................................................... 140 4.3 Provisions ....................................................... 140 4.4 Asset base and leases ............................... 140 4.5 Fees to auditors ........................................... 140 4.6 Tax ................................................................... 141 4.7 Contingent liabilities and other commitments ............................................... 142 4.8 Events after the reporting period ........... 142 SECTION 5 GENERAL ACCOUNTING POLICIES 5 General accounting policies ..................... 142  CARLSBERG GROUP ANNUAL REPORT 2023 PARENT COMPANY FINANCIAL STATEMENTS 133 INCOME STATEMENT STATEMENT OF COMPREHENSIVE INCOME DKK million Administrative expenses Other operating activities, net Operating profit before special items Special items, net Financial income Financial expenses Profit before tax Income tax Profit for the period Attributable to Dividend to shareholders Reserves Profit for the period Section 2023 2022 DKK million Profit for the period Other comprehensive income Retirement benefit obligations Income tax Items that will not be reclassified to the income statement Other comprehensive income Total comprehensive income 4.1 2.1 2.1 4.6 -32 -29 -61 -15 3,713 -42 3,595 123 3,718 3,709 9 3,718 -41 195 154 -15 3,592 -17 3,714 109 3,823 3,830 -7 3,823 Section 2023 3,718 2022 3,823 3.2 4.6 -2 1 -1 -1 -8 2 -6 -6 3,717 3,817  CARLSBERG GROUP ANNUAL REPORT 2023 PARENT COMPANY FINANCIAL STATEMENTS 134 STATEMENT OF FINANCIAL POSITION DKK million ASSETS Non-current assets Property, plant and equipment Investments in subsidiaries Receivables Tax assets Total non-current assets Current assets Receivables Tax receivables Other receivables Total current assets Total assets Section 31 Dec. 2023 31 Dec. 2022 DKK million Section 31 Dec. 2023 31 Dec. 2022 4.4 1.1 4.6 1.2 EQUITY AND LIABILITIES 222 27,271 341 37 Equity 166 Share capital 30,080 Retained earnings Total equity 327 11 27,871 30,584 Non-current liabilities 208 137 254 599 426 6 431 863 Retirement benefit obligations Provisions Total non-current liabilities Current liabilities Trade payables 28,470 31,447 Provisions Other liabilities Total current liabilities Total liabilities Total equity and liabilities 2.3 3.2 4.3 4.3 2,747 25,419 28,166 2,837 28,351 31,188 30 10 40 100 23 141 264 304 32 21 53 49 25 132 206 259 28,470 31,447  CARLSBERG GROUP ANNUAL REPORT 2023 PARENT COMPANY FINANCIAL STATEMENTS 135 STATEMENT OF CHANGES IN EQUITY STATEMENT OF CASH FLOWS DKK million Section Shareholders in Carlsberg A/S DKK million Section 2023 2022 2023 Equity at 1 January Profit for the period Other comprehensive income Total comprehensive income for the period Cancellation of treasury shares Share-based payments Share-based payments to employees in subsidiaries Share buy-back Dividends paid to shareholders Total changes in equity Equity at 31 December 2022 Equity at 1 January Profit for the period Other comprehensive income Total comprehensive income for the period Cancellation of treasury shares Share-based payments Share-based payments to employees in subsidiaries Share buy-back Dividends paid to shareholders Total changes in equity Equity at 31 December Share capital 2,837 - - -90 - - - - -90 2,747 2,905 - - -68 - - - - -68 2,837 3.1 2.3 2.3 3.1 2.3 2.3 Retained earnings Operating profit before special items Total equity Depreciation and amortisation 28,351 3,718 -1 3,717 90 1 155 -3,200 -3,695 -2,932 25,419 32,189 3,823 -6 3,817 68 -4 70 -4,400 -3,389 -3,838 28,351 31,188 3,718 Operating profit before depreciation and amortisation Other non-cash items -1 Change in working capital 3,717 Interest etc. received - 1 Interest etc. paid Income tax paid Cash flow from operating activities Acquisition of property, plant and equipment and intangible assets Disposal of property, plant and equipment and intangible assets Total operational investments Acquisition and disposal of subsidiaries, net Dividends from subsidiaries Capital reductions in subsidiaries Total financial investments Cash flow from investing activities Free cash flow Shareholders in Carlsberg A/S External financing Cash flow from financing activities Net cash flow Cash and cash equivalents at 1 January Cash and cash equivalents at 31 December 155 -3,200 -3,695 -3,022 28,166 35,094 3,823 -6 3,817 - -4 70 -4,400 -3,389 -3,906 31,188 4.4 1.2 1.2 2.3 2.2 -61 16 -45 -20 181 18 -40 -34 60 -72 - -72 - 3,695 3,000 6,695 6,623 6,683 -6,895 212 -6,683 - - - 154 17 171 -219 119 4 -16 99 158 -18 354 336 -25 3,582 4,535 8,092 8,428 8,586 -7,789 -797 -8,586 - - - SECTION 1 SUBSIDIARIES AND RELATED PARTIES CARLSBERG GROUP ANNUAL REPORT 2023 PARENT COMPANY FINANCIAL STATEMENTS 136 SECTION 1.1 INVESTMENTS IN SUBSIDIARIES Share-based payments to employees in subsidiaries comprise exercised as well as outstanding share-based incentive instruments. Investments in subsidiaries DKK million 2023 2022 ACCOUNTING ESTIMATES AND JUDGEMENTS Indications of impairment of investments in subsidiaries are assessed annually by management. Impairment tests are performed by applying the same principles as the tests for impairment of goodwill in the Group, cf. section 2.2 in the consolidated financial statements. It is management’s assessment that no indications of impairment existed at year-end 2023. Impairment tests have therefore not been carried out for subsidiaries. Cost Cost at 1 January Capital reductions Share-based payments to employees, net Cost at 31 December Carrying amount at 31 December 30,080 -3,000 191 27,271 34,426 -4,535 189 30,080 ACCOUNTING POLICIES Dividends on investments in subsidiaries are recognised in the income statement of the Parent Company in the financial year in which the dividend is declared. 27,271 30,080 Investments in subsidiaries are measured at the lower of cost and recoverable amount. Please see section 10 in the consolidated financial statements for a list of companies in the Carlsberg Group. Share-based payments granted to employees of the Company’s subsidiaries and the recharge of expenses to the subsidiaries in connection with the employees’ exercise of share-based awards are recognised as contributions to and reductions of the investment in the subsidiaries respectively. SECTION 1.2 RELATED PARTIES The Carlsberg Foundation, H.C. Andersens Boulevard 35, 1553 Copenhagen V, Denmark, exercises control over Carlsberg A/S. The Foundation holds 29.4% of the shares and 76.7% of the voting power in Carlsberg A/S, excluding treasury shares. The following transactions took place between the Carlsberg Foundation and the Carlsberg Group in 2023: • The Carlsberg Foundation received a dividend from Carlsberg A/S and participated pro rata in the Carlsberg A/S share buy-back. • Carlsberg A/S received statutory funding and grants for research and development. • The Carlsberg Foundation contributed to Home of Carlsberg A/S to support the rebuilding of the Carlsberg Visitor Centre. • Home of Carlsberg A/S, a 100%-owned subsidiary of the Carlsberg Group, hosted and administered events at the Carlsberg Academy, which is owned by the Carlsberg Foundation. • Carlsberg A/S leased parking spaces from the Carlsberg Foundation. • Carlsberg Breweries A/S leased storage facilities in the researcher apartments in Carlsberg Byen. • The Group delivered beer and soft drinks to the Carlsberg Foundation. These transactions are described in further detail in sections 4.4 and 8.3 of the consolidated financial statements. It is estimated that the benefit for the Carlsberg Group corresponds to the value of the services provided to the Carlsberg Foundation, which in turn corresponds to what each party would have had to pay to have the same deliverables provided by external parties. OTHER RELATED PARTIES Related parties also comprise Carlsberg A/S’ Supervisory Board and Executive Board, their close family members and companies in which these persons have significant influence. During the year, there were no transactions between these parties and the Group, except for remuneration as disclosed in section 3.  CARLSBERG GROUP ANNUAL REPORT 2023 PARENT COMPANY FINANCIAL STATEMENTS 137 SECTION 2 CAPITAL STRUCTURE SECTION 1.2 (CONTINUED) RELATED PARTIES SECTION 2.1 FINANCIAL ITEMS No losses on loans to or receivables from subsidiaries and associates were recognised or provided for in either 2023 or 2022. Interest income relates to interest from loans to subsidiaries, whereas interest expenses relate to borrowings incurred and repaid throughout the year. Transactions with subsidiaries DKK million 2023 2022 Financial items recognised in the income statement SECTION 2.2 NET INTEREST- BEARING DEBT DKK million Loans to subsidiaries Net interest-bearing debt Changes in net interest-bearing debt Net interest-bearing debt at 1 January Other operating activities, net Interest income Interest expenses Dividends received Capital reductions Recharge of share-based payments Loans Receivables Trade payables Other payables 40 18 -36 3,695 3,000 126 503 43 -74 -1 273 4 -11 3,582 4,535 92 716 35 -8 -6 The fair value of receivables from subsidiaries corresponds to the carrying amount in all material respects. DKK million 2023 2022 Cash flow from operating activities, excluding interest-bearing part Financial income Interest income Dividends from subsidiaries Other Total Financial expenses Interest expenses Other Total 18 3,695 - 3,713 -36 -6 -42 Cash flow from investing activities Share buy-back 4 Dividends to shareholders Other Total change Net interest-bearing debt at 31 December 3,582 6 3,592 -11 -6 -17 Financial items, net 3,671 3,575 No financial items were recognised in other comprehensive income. The average effective interest rate on loans to subsidiaries was 3.99% (2022: 0.61%) and on borrowings from subsidiaries 4.25% (2022: 0.68%). 2023 -503 -503 -716 -60 -6,623 3,200 3,695 1 213 -503 2022 -716 -716 86 -158 -8,428 4,400 3,389 -5 -802 -716  CARLSBERG GROUP ANNUAL REPORT 2023 PARENT COMPANY FINANCIAL STATEMENTS 138 SHARE BUY-BACK AND TREASURY SHARES On 7 February 2023, the Company announced its intention to continue the share buy-back programme executed as quarterly programmes. In 2023, a total of 3,338,514 B shares worth DKK 3.2bn were repurchased. The 2023 programme ended with the fourth quarterly programme, which was finalised on 26 January 2024. Under this programme the Company has repurchased a total of 3,160,923 B shares at a total purchase price of DKK 3.0bn over a 12- month period. According to the authorisation of the Annual General Meeting, the Supervisory Board may, in the period until 13 March 2027, allow the Company to acquire treasury shares up to a total holding of 10% of the nominal share capital at a price quoted on Nasdaq Copenhagen at the time of acquisition with a deviation of up to 10%. The permitted holding of treasury shares covers those acquired in share buy-back programmes. The Company holds no class A shares. Transactions with shareholders in Carlsberg A/S 2023 2022 Dividends to shareholders -3,695 -3,389 Acquisition of treasury shares Total -3,200 -6,895 -4,400 -7,789 In the 2023 financial year, the Company acquired class B treasury shares of a nominal amount of DKK 67m (2022: DKK 95m) at an average price per share of DKK 959 (2022: DKK 926). Class B treasury shares are acquired and disposed of as part of the share buy-back programme and to facilitate settlement of the share-based incentive programmes. At 31 December 2023, the fair value of treasury shares amounted to DKK 2,746m (2022: DKK 4,169m). The holdings of treasury shares are specified in section 4.4 in the consolidated financial statements. SECTION 2.3 SHARE CAPITAL SHARE CAPITAL At the Annual General Meeting on 13 March 2023, it was decided to reduce the share capital of Carlsberg A/S by a nominal amount of DKK 90,000,000 to a nominal amount of DKK 2,747,136,120 by cancelling 4,500,000 of the B shares held by the Company, each with a nominal value of DKK 20. The cancellation was completed on 11 April 2023. These shares had been repurchased as part of the Company’s share buy-back programme. At the Annual General Meeting on 11 March 2024, the Supervisory Board will recommend that 3,100,000 treasury shares not used for the hedging of the incentive programme be cancelled. DIVIDENDS The proposed dividend of DKK 27.00 per share (2022: DKK 27.00 per share), amounting to DKK 3,709m (2022: DKK 3,830m), has been included in retained earnings at 31 December 2023. Dividends to be paid out in 2024 for 2023, net of dividends on treasury shares held at 31 December 2023, will amount to DKK 3,621m (paid out in 2023 for 2022: DKK 3,708m). Dividends paid out in 2023 for 2022, net of dividends on treasury shares, amounted to DKK 3,695m (paid out in 2022 for 2021: DKK 3,389m). Dividends paid out to shareholders in Carlsberg A/S do not impact taxable income in Carlsberg A/S. Share capital 1 January 2022 Cancellation of treasury shares Class A shares Class B shares Total share capital Shares of DKK 20 Nominal value, DKK ’000 Shares of DKK 20 Nominal value, DKK ’000 Shares of DKK 20 Nominal value, DKK ’000 33,699,252 673,985 111,557,554 2,231,151 145,256,806 2,905,136 - - -3,400,000 -68,000 -3,400,000 -68,000 31 December 2022 33,699,252 673,985 108,157,554 2,163,151 141,856,806 2,837,136 Cancellation of treasury shares - - -4,500,000 -90,000 -4,500,000 -90,000 31 December 2023 33,699,252 673,985 103,657,554 2,073,151 137,356,806 2,747,136 A shares carry 20 votes per DKK 20 share. B shares carry two votes per DKK 20 share. A preferential right to an 8% non-cumulative dividend is attached to B shares. Apart from votes and dividends, all shares rank equally. SECTION 3 STAFF COSTS AND REMUNERATION CARLSBERG GROUP ANNUAL REPORT 2023 PARENT COMPANY FINANCIAL STATEMENTS 139 SECTION 3.1 STAFF COSTS AND REMUNERATION The remuneration of the Supervisory Board, the executive directors and key management personnel is described in detail in the Remuneration Report. In 2023, the Supervisory Board received total remuneration of DKK 10.31m (2022: DKK 10.36m), comprising fixed salary only. SHARE-BASED INCENTIVE PROGRAMMES The executive directors in the Parent Company are the same as for the Carlsberg Group. Please refer to section 7.3 in the consolidated financial statements for share-based incentive programmes for the executive directors. PERFORMANCE SHARES Besides the executive directors, one employee in the Parent Company participates in the Group’s performance share programmes as described in section 7.3 in the consolidated financial statements. Refunds etc. between Carlsberg A/S and its subsidiaries are recognised directly in equity. Staff costs and remuneration DKK million Salaries and other remuneration Retirement benefit costs - defined contribution plans Share-based payments Total Staff costs are included in the following items in the income statement Administrative expenses Other operating activities, net Total staff costs recognised by the Parent Company Staff costs recognised by other Group companies Total The Company had an average of 88 (2022: 89) full-time employees during the year. 2023 2022 116 6 52 174 2 62 64 110 174 106 6 29 141 3 64 67 74 141 ACCOUNTING POLICIES Staff costs are recognised in the financial year in which the employee renders the related service. The fair value of share-based incentives, which is expensed over the vesting period of the programme according to the service conditions, is recognised in staff costs and offset directly against equity. The fair value of share-based incentives granted to employees in subsidiaries is recognised as investments in subsidiaries and offset directly against equity. SECTION 3.2 RETIREMENT BENEFIT OBLIGATIONS Retirement benefit obligations and similar obligations comprise payments to retired directors that are not covered by an insurance company. The plan is unfunded. The difference between the purchase price and the selling price for the exercise of share-based incentives is settled between Carlsberg A/S and the individual subsidiary and offset directly against investments in subsidiaries. Total obligations amounted to DKK 30m (2022: DKK 32m) and include actuarial losses of DKK 2m (2022: DKK 8m) and benefits paid in the year of DKK 4m (2022: DKK 3m). The difference between the fair value of the Parent Company’s equity instruments and the exercise price of outstanding share-based incentives is recognised as a receivable and offset directly against investments in subsidiaries. Of the expected payment obligation, DKK 4m is due within one year, DKK 16m between one and five years and DKK 10m after more than five years from the reporting date. Share-based incentives granted to the Parent Company’s own employees are recognised and measured in accordance with the accounting policies used by the Group. The underlying actuarial assumptions are based on local economic and labour market conditions. The discount rate was 0.5% (2022: 0.5%). The rate of increase in future retirement benefit obligations in 2022 and in 2023 was 0%. Retirement benefit obligations had no impact on the income statement in either 2022 or 2023. DKK -2m (2022: DKK -8m) was recognised in other comprehensive income. SECTION 4 OTHER DISCLOSURE REQUIREMENTS CARLSBERG GROUP ANNUAL REPORT 2023 PARENT COMPANY FINANCIAL STATEMENTS 140 SECTION 4.1 OTHER OPERATING ACTIVITIES, NET Other operating activities are secondary to the principal activities of the Group and include income and expenses relating to rental properties and research activities. Other operating activities, net DKK million Gain on disposal of intangible asset Real estate, net Research activities, including the Carlsberg Research Laboratory, net Other, net Total 2023 2022 - -1 -26 -2 -29 225 -1 -27 -2 195 ACCOUNTING POLICIES The funding and grants are recognised in the income statement in the same period as the activities to which they relate. Of total provisions, DKK 23m (2022: DKK 25m) falls due within one year and DKK 10m (2022: DKK 21m) between one and five years from the end of the reporting period. SECTION 4.2 CASH FLOW SECTION 4.4 ASSET BASE AND LEASES Change in working capital of DKK 181m (2022: DKK 119m) consists of trade payables and other liabilities of DKK 65m (2022: DKK 127m) and retirement benefit obligations and provisions of DKK 110m (2022: DKK -8m). Property, plant and equipment totalled DKK 222m (2022: DKK 166m) and comprised land and buildings of DKK 190m (2022: DKK 122m) and plant and machinery of DKK 32m (2022: DKK 44m). Cash flow from operational investments of DKK -72m (2022: DKK 336m) comprises acquisition of buildings. Depreciation and amortisation of DKK 16m (2022: DKK 17m) was included in administrative expenses. SECTION 4.5 FEES TO AUDITORS Fees to auditors appointed by the Annual General Meeting DKK million Statutory audit Assurance engagements Tax advisory Other services Total 2023 2022 0.6 0.1 - - 0.7 0.3 0.1 - 0.4 0.8 In 2022, gain on disposal of intangible asset comprises an internal sale of a licence to a subsidiary in the Carlsberg Group. SECTION 4.3 PROVISIONS Research expenses are partially financed through funding received from the Carlsberg Foundation for the operation of the Carlsberg Research Laboratory and other grants. Provisions primarily comprise warranty provisions regarding real estate disposed of and provisions for ongoing disputes. At 31 December 2023, total provisions amounted to DKK 33m (2022: DKK 46m). Provisions amounting to DKK 33m (2022: DKK 6m) were utilised in 2023. All lease contracts in Carlsberg A/S at 31 December 2023 related to short-term leases and leases of low-value assets. The lease expenses recognised in the income statement amounted to DKK 1m (2022: DKK 1m). Such contracts comprise the lease of copy and printing machines, coffee machines, parking spaces, small IT devices and similar equipment. The net change in deferred taxes of DKK 26m primarily comprised a prior-year adjustment of DKK 24m (2022: DKK 26m). The total tax for the year recognised in the income statement comprised an income of DKK 123m (2022: income of DKK 109m), significantly affected by prior-year adjustments. The administration company, Carlsberg A/S, has unlimited and joint legal responsibility with the other Danish companies under the joint taxation scheme for withholding taxes on dividends, interest and royalties. SECTION 4.6 TAX Deferred tax assets amounted to DKK 43m (2022: DKK 18m) and comprised provisions and retirement benefit obligations of DKK 14m (2022: DKK 17m), and receivables of DKK 29m (2022: land and buildings DKK 1m). The utilisation of tax loss carried forward depends on future positive taxable income exceeding the realised deferred tax liabilities. Unrecognised, non-expiring tax losses amounted to DKK 139m (2022: DKK 493m). Deferred tax liabilities amounted to DKK 6m (2022: DKK 7m) and comprised tax on property, plant and equipment. Deferred tax, net, amounted to an asset of DKK 37m (2022: asset of DKK 11m). Of the deferred tax assets, DKK 0m (2022: DKK 0m) is expected to be used within one year. CARLSBERG GROUP ANNUAL REPORT 2023 PARENT COMPANY FINANCIAL STATEMENTS 141 Reconciliation of tax for the year DKK million Calculated tax on profit Adjustments to tax for prior years 2023 791 2022 817 -100 -140 Non-deductible expenses Tax-free dividend and tax- exempt items Tax for the year - -814 -123 6 -792 -109 ACCOUNTING ESTIMATES AND JUDGEMENTS Carlsberg A/S recognises deferred tax assets, including the tax base of tax loss carryforwards, if management assesses that these tax assets can be offset against positive taxable income in the foreseeable future. This judgement is made annually and based on budgets and business plans for the coming years. ACCOUNTING POLICIES Carlsberg A/S is the administration company and subject to the Danish rules on mandatory joint taxation of the Carlsberg Group’s Danish companies. Carlsberg A/S accordingly pays all income taxes to the tax authorities under the joint taxation scheme. Danish subsidiaries are included in the joint taxation from the date when they are included in the consolidated financial statements and up to the date when they are excluded from the consolidation. The jointly taxed Danish companies are taxed under the on-account tax scheme. On payment of joint taxation contributions, the current Danish income tax is allocated between the Danish jointly taxed companies in proportion to their taxable income. Companies with tax losses receive joint taxation contributions from other companies that have used the tax losses to reduce their own taxable profit (full absorption). The Parent Company has applied the exception to recognise and disclose information about deferred tax in the OECD/EU Pillar Two Model Rules and their local implementation.  CARLSBERG GROUP ANNUAL REPORT 2023 PARENT COMPANY FINANCIAL STATEMENTS 142 SECTION 5 GENERAL ACCOUNTING POLICIES SECTION 4.8 EVENTS AFTER THE REPORTING PERIOD Apart from the events recognised or disclosed in the financial statements, no events have occurred after the reporting date of importance to the financial statements. The financial statements of Carlsberg A/S for 2023 have been prepared in accordance with IFRS Accounting Standards as adopted by the EU and further requirements in the Danish Financial Statements Act. The financial statements are presented in Danish kroner (DKK), which is the presentation currency. The accounting policies for the Parent Company are the same as for the Group, cf. section 9 in the consolidated financial statements and the individual sections. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS In preparing Carlsberg A/S’ financial statements, management makes various accounting estimates and judgements that form the basis of presentation, recognition and measurement of the Company’s assets and liabilities. The estimates and judgements made are based on historical experience and other factors that management assesses to be reliable, but that by their very nature are associated with uncertainty and unpredictability. These estimates and judgements may therefore prove incomplete or incorrect, and unexpected events or circumstances may arise. The significant accounting estimates and judgements made and accounting policies specific to the Parent Company are presented in the explanatory notes. SECTION 4.7 CONTINGENT LIABILITIES AND OTHER COMMITMENTS Carlsberg A/S has issued guarantees to subsidiaries in Sweden for pension obligations of DKK 389m (2022: DKK 357m) and guarantees for pension obligations in the UK, cf. section 7.4 in the consolidated financial statements. Carlsberg A/S is jointly registered for Danish VAT and excise duties with Carlsberg Breweries, Carlsberg Danmark, Carlsberg Supply Company Danmark and various other Danish subsidiaries, and is jointly and severally liable for payment of VAT and excise duties. Carlsberg A/S is party to certain lawsuits, disputes etc. of various scopes. In management’s opinion, apart from items recognised in the statement of financial position or disclosed in the financial statements, the outcome of these lawsuits, disputes etc. will not have a material negative effect on the Company’s financial position. REPORTS MANAGEMENT STATEMENT CARLSBERG GROUP ANNUAL REPORT 2023 REPORTS 143 The Supervisory Board and the Executive Board have today discussed and approved the Annual Report of the Carlsberg Group and the Parent Company for 2023. The Annual Report has been prepared in accordance with IFRS Accounting Standards as adopted by the EU, further requirements in the Danish Financial Statements Act and Article 8 of Regulation (EU) 2020/852 (EU Taxonomy Regulation). In our opinion, the consolidated financial statements and the Parent Company’s financial statements give a true and fair view of the Carlsberg Group’s and the Parent Company’s assets, liabilities and financial position at 31 December 2023 and of the results of the Carlsberg Group’s and the Parent Company’s operations and cash flows for the financial year 2023. Further, in our opinion the Management review includes a fair review of the development in the Carlsberg Group’s and the Parent Company’s operations and financial matters, of the result for the year, and of the Carlsberg Group’s and the Parent Company’s financial position, as well as describing the significant risks and uncertainties affecting the Carlsberg Group and the Parent Company. In our opinion, the Annual Report of the Carlsberg Group and the Parent Company for the financial year 1 January to 31 December 2023, identified as Carlsberg-2023-12-31-en.zip, has been prepared, in all material respects, in compliance with the ESEF Regulation. We recommend that the Annual General Meeting approve the Annual Report. Copenhagen, 7 February 2024 Executive Board of Carlsberg A/S Jacob Aarup-Andersen Group CEO Ulrica Fearn CFO Supervisory Board of Carlsberg A/S Henrik Poulsen Chair Mikael Aro Lilian Fossum Biner Eva Vilstrup Decker Erik Lund Majken Schultz Deputy Chair Magdi Batato Richard Burrows Punita Lal Ivan Nielsen Olayide Oladokun Søren-Peter Fuchs Olesen Tenna Skov Thorsted REPORTS INDEPENDENT AUDITOR’S REPORTS CARLSBERG GROUP ANNUAL REPORT 2023 REPORTS 144 What we have audited The Consolidated Financial Statements and Parent Company Financial Statements of Carlsberg A/S for the financial year 1 January to 31 December 2023 comprise income statement and statement of comprehensive income, statement of financial position, statement of changes in equity, statement of cash flows and notes, including material accounting policy information for the Group as well as for the Parent Company. Collectively referred to as the “Financial Statements”. TO THE SHAREHOLDERS OF CARLSBERG A/S REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS OUR OPINION In our opinion, the Consolidated Financial Statements and the Parent Company Financial Statements (pp 59 - 127 and 129 - 143) give a true and fair view of the Group’s and the Parent Company’s financial position at 31 December 2023 and of the results of the Group’s and the Parent Company’s operations and cash flows for the financial year 1 January to 31 December 2023 in accordance with IFRS Accounting Standards as adopted by the EU and further requirements in the Danish Financial Statements Act. Our opinion is consistent with our Auditor’s Long-form Report to the Audit Committee and the Board of Directors. BASIS FOR OPINION We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the Auditor’s responsibilities for the audit of the Financial Statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Group in accordance with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (IESBA Code) and the additional ethical requirements applicable in Denmark. We have also fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. To the best of our knowledge and belief, prohibited non-audit services referred to in Article 5(1) of Regulation (EU) No 537/2014 were not provided. Appointment We were first appointed auditors of Carlsberg A/S on 30 March 2017 for the financial year 2017. We have been reappointed annually by shareholder resolution for a total period of uninterrupted engagement of seven years including the financial year 2023. KEY AUDIT MATTERS Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial Statements for 2023. These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.  CARLSBERG GROUP ANNUAL REPORT 2023 REPORTS 145 Key audit matter How our audit addressed the key audit matter Key audit matter How our audit addressed the key audit matter Revenue recognition Recoverability of the carrying amount of goodwill and brands Our audit procedures included considering the appropriateness of the revenue recognition accounting policies and assessing compliance with the accounting standards. We performed risk assessment procedures to obtain an understanding of IT systems, business processes and relevant controls related to revenue recognition. For the controls we assessed if these had been designed and implemented in a way that effectively addresses the risk of material misstatement. We tested that selected controls considered relevant to our audit, including that Management’s monitoring of controls, used to ensure the completeness, accuracy and timing of revenue recognised, were performed consistently throughout the year. We discussed the judgements related to the recognition, and classification of revenue with Management. Further, we performed substantive procedures regarding invoicing, significant contracts, significant transaction streams (including discounts), locally imposed duties and cut-off at year- end in order to assess the accounting treatment and principles applied. We applied data analysis in our testing of revenue transactions in order to identify transactions outside the ordinary transaction flow, including journal entry testing. Recognition of revenue is complex due to the variety of different revenue streams, ranging from sales of goods, royalty income and sales of by-products recognised when all significant risks and rewards have been transferred to the customer or in terms of the licence agreement. Furthermore, the various discounts and locally imposed duties and fees in regard to revenue recognition are complex and hold an inherent risk to the revenue recognition process. We focused on this area, as there is a risk of non-compliance with accounting standards due to complexity originating from different customer behaviours, structures, market conditions and terms in the various countries. Revenue recognition and accounting treatment are described in section 1.1 “Segmentation of operations – Accounting estimates and judgements” in the Consolidated Financial Statements. The principal risks are in relation to Management’s assessment of the future timing and amount of cash flows that are used to project the recoverability of the carrying amount of goodwill and brands. There are specific risks related to macroeconomic conditions and volatile earnings caused by volume decline, intense competition and changed regulations in key markets – conditions that could also result in Management deciding to change brand strategy to drive business performance. Bearing in mind the generally long-lived nature of the assets, the significant assumptions are Management’s view of prices, volumes, discount rates, growth rates, royalty rates, expected useful life, costs, and future free cash flows as well as the judgement in defining cash- generating units (CGUs). We focused on this, as there is a high level of subjectivity exercised by Management in estimating future cash flows and the models used are complex. The key assumptions and accounting treatment are described in section 2.2 “Impairment” in the Consolidated Financial Statements. Our audit procedures included performing risk assessment procedures to obtain an understanding of IT systems, business processes and relevant controls related to the assessment of the carrying amount of goodwill and brands. In addressing the risks, we walked through and tested that controls relevant to our audit were performed consistently throughout the year. We considered the appropriateness of Management’s defined groups of CGUs within the business. We evaluated whether there were factors requiring Management to change their definition. We examined the methodology used by Management to assess the carrying amount of goodwill and brands assigned to groups of CGUs, and the process for identifying groups of CGUs that require impairment testing to determine compliance with IFRS Accounting Standards. We performed detailed testing for the assets where an impairment test was required or indications of impairment were identified. For those assets, we analysed the reasonableness of significant assumptions in relation to the ongoing operation of the assets. We corroborated estimates of future cash flows and challenged whether they are reasonable and supported by the most recently approved Management budgets, including expected future performance of the groups of CGUs, and challenged whether these are appropriate in light of future macroeconomic expectations in the markets. We evaluated the assumptions used by Management, including assessment of price and volume forecasts, discount rates and long-term growth rates, and tested the mathematical accuracy of the relevant models prepared by Management. We made use of our internal valuation specialists in the audit. Further, we assessed the appropriateness of disclosures, including sensitivity analyses prepared for the significant assumptions.  CARLSBERG GROUP ANNUAL REPORT 2023 REPORTS 146 Key audit matter How our audit addressed the key audit matter Our audit procedures included performing risk assessment procedures to obtain an understanding of the possible accounting impacts following the decree. We performed a comprehensive assessment of the likely impact of the transfer of management of the business in Russia, including the appropriateness of the criteria for deconsolidation of the Russian business and presentation as discontinued operations. We involved internal accounting and reporting specialists. We made extensive inquiries of Group Management, Group Legal as well as Group Accounting to ensure the completeness of the potential impact of the loss of control. We considered the appropriateness of the judgements made by Management, including, but not limited to, the classification and valuation of the title to the shares, reclassification of currency and translation and hedging reserves and ownership of assets with legal title held in Russia. We based our assessments of recognition, measurement, classification, presentation and disclosure of income, expenses, assets, liabilities and equity on the criteria set out by IFRS Accounting Standards. We performed extensive substantive testing of conclusions made by Management, including the relevant inputs, judgements and calculations, and corroborated these with the conclusions made by our internal accounting and reporting specialists. Further, we assessed the appropriateness of presentation and disclosures, including descriptions of significant judgements made by Management. Discontinued operations On 16 July 2023 the Russian Government published the Russian Federation's Presidential Decree no. 520 of 16 July 2023 (“decree”), whereby temporary management of Carlsberg’s business in Russia was transferred to the Federal Agency for State Property Management. The principal risks relate to Management’s assessment of loss of control of the Russian business, the presentation as discontinued operations, valuation and classification of the title to shares, the completeness and accuracy of the reclassification of currency translation and hedging reserves as well as other impacts of the deconsolidation. The accounting treatment of the deconsolidation and the impacts on the Consolidated Financial Statements are based on a combination of management judgements, including various legal implications, as well as objective requirements, as mandated by IFRS Accounting Standards. We focused on this as the accounting treatment is complex and non-standard by nature, and involves significant judgement to be made by Management. The accounting treatment is described in section 5.1 “Discontinued operations” in the Consolidated Financial Statements.  CARLSBERG GROUP ANNUAL REPORT 2023 REPORTS 147 STATEMENT ON MANAGEMENT’S REVIEW Management is responsible for Management’s Review, pages 3-57. Our opinion on the Financial Statements does not cover Management’s Review, and we do not express any form of assurance conclusion thereon. In connection with our audit of the Financial Statements, our responsibility is to read Management’s Review and, in doing so, consider whether Management’s Review is materially inconsistent with the Financial Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. Moreover, we considered whether Management’s Review includes the disclosures required by the Danish Financial Statements Act and Article 8 of Regulation (EU) 2020/852 (EU Taxonomy Regulation). Based on the work we have performed, in our view, Management’s Review is in accordance with the Consolidated Financial Statements and the Parent Company Financial Statements and has been prepared in accordance with the requirements of the Danish Financial Statements Act and the disclosure requirements of Article 8 of Regulation (EU) 2020/852 (EU Taxonomy Regulation). We did not identify any material misstatement in Management’s Review. MANAGEMENT’S RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS Management is responsible for the preparation of consolidated financial statements and parent company financial statements that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU and further requirements in the Danish Financial Statements Act, and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the Financial Statements, Management is responsible for assessing the Group’s and the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Management either intends to liquidate the Group or the Parent Company or to cease operations, or has no realistic alternative but to do so. AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements. As part of an audit in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and the Parent Company’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management. • Conclude on the appropriateness of Management’s use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s and the Parent Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group or the Parent Company to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures, and whether the Financial Statements represent the underlying transactions and events in a manner that gives a true and fair view. • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the Consolidated Financial Statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and, where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter. REPORT ON COMPLIANCE WITH THE ESEF REGULATION As part of our audit of the Financial Statements we performed procedures to express an opinion on whether the annual report of Carlsberg A/S for the financial year 1 January to 31 December 2023 with the filename Carlsberg-2023-12-31- en.zip is prepared, in all material respects, in compliance with the Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) which includes requirements related to the preparation of the annual report in XHTML format and iXBRL tagging of the Consolidated Financial Statements including notes. Management is responsible for preparing an annual report that complies with the ESEF Regulation. This responsibility includes: • The preparing of the annual report in XHTML format; • The selection and application of appropriate iXBRL tags, including extensions to the ESEF taxonomy and the anchoring thereof to elements in the taxonomy, for all financial information required to be tagged using judgement where necessary; CARLSBERG GROUP ANNUAL REPORT 2023 REPORTS 148 • Ensuring consistency between iXBRL tagged data and the Consolidated Financial Statements presented in human-readable format; and • For such internal control as Management determines necessary to enable the preparation of an annual report that is compliant with the ESEF Regulation. Our responsibility is to obtain reasonable assurance on whether the annual report is prepared, in all material respects, in compliance with the ESEF Regulation based on the evidence we have obtained, and to issue a report that includes our opinion. The nature, timing and extent of procedures selected depend on the auditor’s judgement, including the assessment of the risks of material departures from the requirements set out in the ESEF Regulation, whether due to fraud or error. The procedures include: • Testing whether the annual report is prepared in XHTML format; • Obtaining an understanding of the company’s iXBRL tagging process and of internal control over the tagging process; • Evaluating the completeness of the iXBRL tagging of the Consolidated Financial Statements including notes; • Evaluating the appropriateness of the company’s use of iXBRL elements selected from the ESEF taxonomy and the creation of extension elements where no suitable element in the ESEF taxonomy has been identified; • Evaluating the use of anchoring of extension elements to elements in the ESEF taxonomy; and • Reconciling the iXBRL tagged data with the audited Consolidated Financial Statements. In our opinion, the annual report of Carlsberg A/S for the financial year 1 January to 31 December 2023 with the file name Carlsberg-2023-12-31-en.zip is prepared, in all material respects, in compliance with the ESEF Regulation. Hellerup, 7 February 2024 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab CVR No 3377 1231 Mogens Nørgaard Mogensen State Authorised Public Accountant mne21404 Michael Groth Hansen State Authorised Public Accountant mne33228 CARLSBERG GROUP ANNUAL REPORT 2023 REPORTS 149 Carlsberg A/S 1 J.C. Jacobsens Gade 1799 Copenhagen V Denmark Phone +45 3327 3300 www.carlsberggroup.com CVR No. 61056416 Proofreading: Borella projects 

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