Guidelines for incentive pay programme

Guidelines for incentive pay programme 

Enclosed please find the overall guidelines for incentive pay to the registered
Executive Board of Royal Unibrew A/S adopted by the Supervisory Board. Approval
of the guidelines is on the agenda for the Annual General Meeting on 28 April
2008. 
  
If you have any questions, please contact the undersigned, tel: +45 3955 9700. 
  
Yours sincerely 
Royal Unibrew A/S 
  
Steen Weirsøe 
Chairman of the Supervisory Board 
  

Overall Guidelines for Incentive Pay
to Registered Management of Royal Unibrew A/S
Approved by the Annual General Meeting

Pursuant to section 69b(1) of the Danish Companies Act, the Supervisory Board
is required - before entering into actual incentive pay agreements with members
of the Company's Supervisory or Executive Board - to establish overall
guidelines in this respect. Such guidelines must be discussed and approved by
the Company's Annual General Meeting, and mention hereof must be included in
the Company's Articles of Association. 

1.	General principles
In the Supervisory Board's opinion, a combination of fixed and
performance-based salary to the Executive Board contributes towards ensuring
that the Company is able to attract and retain key personnel, and, moreover,
partly incentive-based compensation encourages the Executive Board to create
value to the benefit of the shareholders. 
The objective of the overall guidelines is to lay down the framework for the
variable portion of the salary considering the Company's short- and long-term
targets, and to ensure that the pay system does not lead to imprudence or
unreasonable behaviour or risk acceptance. 

2.	Persons comprised by the programme
	a.	Supervisory Board
The Supervisory Board receives a cash fee approved annually by the Annual
General Meeting in relation to the adoption of the Annual Report for the year
concerned. 
In case of particularly comprehensive ad hoc work in committees, the
Supervisory Board may determine a special fee based on the scope of the work. 

The Supervisory Board does not receive share-based remuneration and, as the
cash fee to the Supervisory Board is determined and approved at the Annual
General Meeting in the subsequent year, the Supervisory Board is not considered
to receive incentive pay, and consequently the remuneration of the Supervisory
Board is not comprised by these overall guidelines. 

b.	Executive Board
These overall guidelines for incentive pay relate to the members of the
Executive Board at any time registered with the Danish Commerce and Companies
Agency. Staff groups not comprised by the framework of these guidelines may
have (and normally do have) bonus schemes or other incentive-based remuneration
programmes included in their respective terms of employment. According to the
Articles of Association, the registered Executive Board must consist of one or
more members, and at present consists of four members. 

		The terms of employment and remuneration of the Executive Board are in each
case agreed between the individual member of the Executive Board and the
Supervisory Board within the framework described in these overall guidelines,
and the remuneration will normally include all the elements stated in item 3. 

 
3.	Remuneration elements
	Total remuneration to members of the Executive Board is comprised by the
following components: 
a.	fixed salary (”Gross Salary”);
b.	usual ancillary benefits such as company car, free telephone, newspaper, etc;
c.	cash bonus, cf item 4 below; and
d.	share options, cf item 5 below.

4.	Cash bonus
	The individual member of the Executive Board may receive an annual, ordinary
cash bonus which may not exceed 40% of the member's Gross Salary calculated on
the basis of the salary at the end of the preceding year. The purpose of this
ordinary cash bonus is to ensure achievement of the Company's short-term
targets. The payment and the amount of bonus therefore depend on the
achievement of the targets agreed for one year at a time. These primarily
relate to obtaining the Company's budgeted results or obtaining certain
financial ratios or other measurable, personal results of a financial or
non-financial nature. Within this framework, bonus is fixed in such a way that
ordinary bonus will not exceed the 40% limit. Bonus is expected paid at an
amount corresponding to 10% of the Gross Salary in case of achievement of
budgeted targets. In the coming years, budget fulfilment - within the framework
stated - is expected to result in the payment of ordinary bonus at increasing
percentages of the Gross Salary. 

	Besides the above-mentioned ordinary cash bonus, the Supervisory Board may -
if it considers it appropriate in order to meet the objectives of attracting
and retaining key personnel, and in order to provide specific encouragement of
value creation for the shareholders - award the individual members of the
Executive Board an extraordinary supplementary, discretionary bonus, for
example, in the form of retention bonus, loyalty bonus or a bonus for special
performance. 

5.	Share options
	Options may be granted to members of the Executive Board. The purpose of such
granting is to ensure value creation and achievement of the Company's long-term
targets. The option scheme is share-based. Granting may be made annually,
normally in connection with the submission of the Company's Annual Report. 

The options may normally be exercised at the earliest 3 years after being
granted and will normally expire if not exercised within 5 years from the date
of the granting. 

In order to aim at multi-annual budget fulfilment as well as long-term strategy
achievement, options granted to members of the Executive Board will normally be
divided into “ordinary options” and options relating to a specific strategic
plan. The ordinary options will typically be composed in such a way that half
of the options are unconditional, whereas the exercise of the other half is
conditional upon the achievement of certain budget targets. Exercise of options
relating to a strategic plan will be conditional upon the achievement of
certain targets as specified in the strategic plan. 

Normally, the exercise price of the options may not be lower than the market
price of the Company's shares at the date of the granting or at the time of
announcement of financial results prior to the granting; however, see the
below-mentioned ”double-up options” which relate to the fulfilment of the
Company's strategic plan and therefore may - irrespective of the date of
granting - have an exercise price which is based on the market price at the
time of the original adoption of the strategic plan or at the time of the first
granting. For the current option scheme, the exercise price of ”double-up
options” has been fixed as the average market price over 10 days following the
announcement of annual results in February 2008, and this price will also be
applied at the granting of supplementary double-up options within the term of
this strategic plan. 

The Company will on a current basis cover granted options through the purchase
of treasury shares so that no capital increase is required in order to provide
the shares comprised by the options granted. 

As stated in the Annual Report 2007, the four members of the Executive Board
had a total of 50,053 unexercised options relating to granting for 2007 and
previously. Of these, a total of 14,305 options have been granted for 2007. The
options mentioned are exercisable in the period until 2013 at exercise prices
varying between 401 and 695. At 31 December 2007, the estimated value of the
options of the Executive Board totalled DKK 5.8 million, cf the description in
the Annual Report 2007, page 24, and note 4, page 59. Valuation is made on an
annual basis in the Annual Report according to the Black & Scholes model. 

Granting is made in such a way that the number of ordinary options that can be
granted will not exceed the recipient's Gross Salary divided by the relevant
market price at or around the date of granting (normally an average over 10
days, see above). In addition, special options relating to the strategic plan
applying at any time (such as the current double-up options relating to the
strategic plan of the same name) may be granted at a value not exceeding 50% of
the Gross Salary within a year. 

6.	Approval
	These overall guidelines will be presented at the Company's Annual General
Meeting on 28 April 2008. After approval at the Annual General Meeting, the
following provision will be included as sub-article 3 of Article 25 of the
Company's Articles of Association: 
		
”The Company has adopted guidelines for incentive pay to Management, cf section
69b of the Danish Companies Act. The guidelines, which have been approved by
the Annual General Meeting, are available at the Company's website”. 

7.	Publication
	Pursuant to section 69b(2) of the Danish Companies Act, the general guidelines
for incentive pay applying at any time will be available at the Company's
website (”www.royalunibrew.com”), including indication of the date when the
guidelines were approved by the Annual General Meeting. 
	
The Company's website will at any time include a statement of unexercised
options. The notes to the Company financial statements will include a statement
of the Executive Board's total salaries, and, moreover, granted and unexercised
options will be stated and valued.