Articles of Association

Company Announcement No 12/2010			
28 April 2010

ARTICLES OF ASSOCIATION

of

Royal UNIBREW A/S


CVR no 41 95 67 12



I.	 Name, Registered Office and Object of the Company


Article 1
The name of the Company is Royal UNIBREW A/S.


Article 2
The registered office of the Company is situated in the Municipality of Faxe.

	
Article 3
The object of the Company is to carry on industry, in Denmark or abroad,
including brewery activities, trade, agriculture and transport, and to provide
technical or commercial assistance, to acquire and own real property, or
otherwise to carry on or be interested in other activities deemed by the
Supervisory Board to be related to the above objects. 


II. 	Shares and Share Capital

Article 4
The share capital of the Company amounts to DKK 111,864,980 divided into shares
of DKK 10.- or multiples hereof. 

	
 
Article 5
The shares are negotiable securities. The shares shall be issued to bearer, but
may be registered in the name of the holder in the Company's Register of
Shareholders. The Company's Register of Shareholders is kept by VP Investor
Services, CVR No 30 20 11 83. 

The negotiability of the shares shall be subject to no restrictions.

Article 6
No shares shall carry any special rights. No shareholder shall be under an
obligation to have his shares redeemed in part or in full. 

Article 7
The Supervisory Board shall be authorised to increase the Company's share
capital on one or several occasions by up to a nominal amount of DKK 11,000,000
before the Annual General Meeting in 2011. 

In the event of cash increases of the share capital, the existing shareholders
shall have a pre-emptive right to subscribe for the new shares. 

The shares shall be issued to bearer, but may be registered in the name of the
holder. The new shares shall carry a right to receive dividends and other
rights as of the date determined by the Supervisory Board; not later, however,
than as of the financial year following the adoption of the capital increase.
The negotiability of the new shares shall be subject to no restrictions. The
shares are negotiable securities and no shareholder can be required to have
them redeemed. The shares shall, in every respect, carry the same rights
including the same pre-emptive subscription right upon capital increases as the
existing shares. 

The Supervisory Board shall be authorised to make any amendment to the Articles
required in consequence of the capital increase. 

Article 8
Shares shall be issued through and registered by a securities centre. Dividends
shall be paid on the basis of the registration according to the rules laid
down. Rights relating to the shares shall be registered with the securities
centre. 


III. 	Company Authorities

A. 	General Meetings

Article 9
Within the limits laid down by law and by these Articles of Association, the
General Meeting shall be the supreme authority in all affairs of the Company. 

The Company's Annual General Meetings shall be held at the discretion of the
Supervisory Board in Funen, in the Central Denmark Region, in Faxe or in the
Capital Region of Denmark. The Supervisory Board shall convene the General
Meeting not more than 5 weeks and not less than 3 weeks prior to the General
Meeting through the website and in the IT system of the Danish Commerce and
Companies Agency. 

Furthermore, shareholders registered in the Register of Shareholders who have
applied for this shall receive a written notice convening the meeting. 

The notice convening the meeting shall include an agenda for the General
Meeting and - in the event of any proposed resolutions requiring a qualified
majority, including proposed amendments to the Articles of Association - also a
description of such proposed resolutions and their primary contents. 

Article 10
The Annual General Meeting shall be convened by the Supervisory Board to be
held within 4 months of the end of the financial year. Any separate proposed
resolutions which shareholders may wish the General Meeting to consider must be
submitted in writing to the Supervisory Board. Provided that the request is
made not less than 6 weeks prior to the date of the General Meeting, the
shareholder shall be entitled to have the item included on the agenda. 

Article 11
An Extraordinary General Meeting shall be held when deemed expedient by the
Supervisory Board or the Company's auditors, when decided by the General
Meeting, or when requested by shareholders who together hold 5 per cent of the
Company's share capital. An Extraordinary General Meeting to transact a certain
specified item shall be convened not less than 2 weeks after having been
requested. 

Article 12
For a consecutive period of 3 weeks starting not less than 3 weeks prior to the
General Meeting, including the date of the General Meeting, the Company shall
make the following information available to the shareholders at the website: 
1) The notice of the meeting;
2) The total number of shares and voting rights on the date of the notice of
meeting; 
3) The documents to be presented at the General Meeting;
4) The agenda and the complete proposed resolutions; and
5) If relevant, the forms to be applied for voting by proxy and for voting by
letter unless such forms are sent di-rectly to the shareholders. 

Article 13
The agenda for the Annual General Meeting shall include:
 
1. 	Report on the Company's business activities during the year.

2.	Presentation of the audited Annual Report, for approval, and discharge of
the Supervisory Board and Executive Board from their obligations relating to
the financial year. 

3.	Proposed distribution of profit for the year, including decision on the
amount of dividends, or proposed covering of the loss in accordance with the
approved Annual Report. 

4.	Consideration of any proposed resolutions submitted by the Supervisory Board
or shareholders. 

5.	Election of members to the Supervisory Board.

6.	Appointment of one or two state authorised public accountants.

Article 14
A shareholder's right to attend a General Meeting and to vote is determined by
the number of shares held by the shareholder on the record date. The date of
registration is one week prior to the date of the General Meeting. The shares
held by the individual shareholder are assessed on the record date based on
recording of the shareholder's share ownership in the Register of Shareholders
as well as any notification of share ownership received by the Company with a
view to entry in the Register of Shareholders which has not yet been entered in
the Register of Shareholders. 

Any shareholder entitled to attend the General Meeting, see Sub-Article 1
hereof, who wishes to participate in a General Meeting must request an
admission card for the General Meeting not later than three days prior to the
holding of the General Meeting. 

Article 15
Each share denomination of DKK 10.- shall entitle the holder to one vote.

A shareholder shall be entitled to meet by proxy and may be accompanied by an
adviser. A proxyholder may also attend the meeting accompanied by an adviser. 

The proxy must present a written and dated proxy document. A proxy granted to
Company Management cannot be granted for more than one year at a time. 

Article 16
The General Meeting shall be presided over by a chairman appointed by the
Supervisory Board who shall decide all issues concerning the procedures for
handling matters, the casting of votes and the results hereof. Any voting
member may request that the voting be effected by ballot. 

Article 17
The resolutions made at the General Meeting shall be passed by simple majority
of the votes cast unless otherwise expressly stipulated in the Danish Companies
Act or these Articles of Association. In the event of equality of votes, a new
vote shall be held. 

To pass resolutions on the amendment of the Articles on which stricter
requirements are not imposed by special statutory rules or on the dissolution
of the Company or its combination with another company, such resolution must be
passed by at least 2/3 of the votes cast as well as of the share capital
represented at the General Meeting. 

Article 18
The proceedings of the General Meeting shall be recorded by a summary entry in
a minute book authorised by the Supervisory Board which shall be signed by the
Chairman of the Meeting. The minutes of the General Meeting, or a certified
copy hereof, shall be made available to the shareholders within 2 weeks of the
date of the General Meeting. 

B.	Supervisory Board

Article 19
The Supervisory Board shall be elected by the General Meeting except for the
members elected under the special provisions of the Danish Companies Act
concerning employees' right to elect members to the Supervisory Board. 

The General Meeting shall elect 4 - 7 members to the Supervisory Board.

The members of the Supervisory Board elected by the General Meeting shall be
elected for a term of 1 year. The members shall be eligible for re-election. 

The members of the Supervisory Board shall receive annual remuneration. The
total remuneration paid shall be disclosed in a separate note to the financial
statements and recommended for adoption with the financial statements. 

				          
 
Article 20
Immediately upon the conclusion of the Annual General Meeting, the Supervisory
Board shall convene to elect a Chairman and a Deputy Chairman from their own
number. 

The Supervisory Board shall form a quorum when more than half of its members
are represented. Resolutions shall be passed by simple majority. 

In the event of equality of votes, the Chairman shall have the casting vote.

The Supervisory Board shall establish procedures stipulating the rules
governing the performance of its duties. 

The discussions of the Supervisory Board shall be recorded in a minute book
which shall be signed by all members present. 

The Supervisory Board may grant individual or joint powers of procuration.

Article 21
The Supervisory Board shall, in cooperation with the Executive Board, manage
the Company's activities and may establish the guidelines and instructions
which are to be observed by the Executive Board in its day-to-day management of
the Company. 

The Supervisory Board shall supervise the work of the Executive Board and
verify that the Company's accounting and bookkeeping functions as well as asset
management are subject to satisfactory control. 


C. 	Executive Board

Article 22
The Supervisory Board shall appoint the Company's Executive Board consisting of
one or several members. 

The Supervisory Board shall, in consultation with the Executive Board,
establish the distribution of duties among the members of the Executive Board.
The detailed rules of Executive Board duties shall be laid down in Rules of
Procedure prepared by the Supervisory Board. 

Article 23
The Executive Board shall undertake day-to-day management of the Company
observing the guidelines and instructions established by the Supervisory Board.
It shall be the Executive Board's responsibility to ensure that the Company's
accounting and bookkeeping functions as well as asset management are handled
satisfactorily. 

Day-to-day management shall not cover matters which are of an unusual nature or
magnitude considering the circumstances of the Company. 


IV. 	Powers to Sign for the Company

Article 24
The Company shall be bound by the joint signatures of the Chairman of the
Supervisory Board and another member of the Supervisory Board or a member of
the Executive Board. Further, the Company shall be bound by the joint
signatures of the CEO and a member of the Supervisory Board, or by the joint
signatures of two members of the Executive Board. 


V. 	Closing of Financial Statements, Dividends, etc.

Article 25
The Company's financial statements shall be audited by one or two
state-authorised public accountants appointed by the General Meeting for a term
of one year. 

The Company's financial year shall run from 1 January to 31 December.

The Company has adopted guidelines for incentive pay to Management, cf. Section
139 of the Danish Companies Act. The guidelines, which have been approved at
the Annual General Meeting, are accessible at the Company's website. 

VI. 	General Provisions

Article 26
The Supervisory Board shall be authorised to make any amendments to the
Articles required by law or by the Danish Commerce and Companies Agency. 

-ooOOoo-
	
Adopted at the Company's Annual General Meeting on 27 April 2010. 


Chairman


Klaus Søgaard