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•	We had net sales of $4.15 billion, down 1.4% from a year ago on a reported basis. Net sales per hectoliter were $136.19, down 1.2%;

•	Worldwide beer volume was 59 million hectoliters, down 1.3% from the previous year;

•	Our United States Generally Accepted Accounting Principles (U.S. GAAP) net income from continuing operations was $513.5 million, or $2.76 per diluted share;

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•	We delivered $1.47 billion of underlying EBITDA (a 0.1% increase) and $768.5 million of underlying after-tax income, or $4.13 per diluted share, a 5.7% increase;

•	Excluding foreign currency movements and the termination of the Modelo brands joint venture in Canada, all of our businesses achieved improved underlying profit performance in 2014 versus the year before;

•	We drove working capital performance globally and achieved $957 million of underlying free cash flow, which exceeded its original 2014 free cash flow goal by more than $250 million;

•	We expanded our PACC model deeper into the organization, including adding this measure to the long-term portion of the Plan;

•	We over-delivered against our cost savings targets and reduced our net debt by nearly $800 million;

•	We grew global above-premium volume, net pricing and sales mix, and maintained market share in Europe despite a poor economy and challenging floods in some of our highest-share markets;

•	Volume challenges included Coors Light performance in the United States and Canada, but Coors Light worldwide volume grew nearly 2% on the strength of its performance in our Europe and International segments. We also cycled the termination of the Modelo brands joint venture in Canada;

•	Despite these challenges, our overall profit and cash performance helped to drive a positive total shareholder return (TAP stock price, plus dividends) of 35.7% in 2014, which is more than two-and-a-half times the total return for the S&P 500 Index of large-cap stocks last year; and

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Based on this performance and our commitment to returning cash to our stockholders, we also announced in February 2015, that the Board approved a new four-year term stock repurchase program of up to $1 billion and an 11% increase in our quarterly dividend. With this change, we have increased our quarterly dividend 156% since 2007. We are pleased that we are in a strong position to increase cash returns to stockholders, while preserving financial flexibility to explore growth opportunities and meet its pension obligations in the future.

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•	Visit the website listed on your proxy/voting instruction card to vote via the Internet;

•	Call the telephone number on your proxy/voting instruction card to vote by Telephone; or

•	Sign, date and return your proxy/voting instruction card in the enclosed envelope to vote by Mail.

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•	Long standing commitment to corporate responsibility and sustainability (Our Beer Print);

•	Separate Chief Executive Officer and Chairman of the Board;

•	Annual advisory say on pay vote for all stockholders;

•	Executive sessions of independent directors at each regularly scheduled meeting;

•	Annual election of all directors;

•	Independent Audit, Compensation and Human Resources and Finance Committees;

•	Active stockholder engagement;

•	Significant director and executive officer stock holding requirements;

•	Regular Board and committee self-evaluations;

•	Robust anti-hedging, short sales and anti-pledging policies;

•	Recently enhanced clawback policy; and

•	Majority of independent directors.

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1	Mr. Glendinning received a gross-up payment in 2014 related to executive long-term disability coverage. This benefit is provided to all other Canadian leadership team members. Beginning in 2015, we removed Mr. Glendinning from eligibility for this payment as we did in 2012 for executive officer participants in a similar arrangement for the United States (U.S.) long-term disability plan.

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•	provide flexibility to grant awards under the Plan that are intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986 (the Code); and

•	extend the term of the Plan for ten years.

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1	Aggregate fees for professional services rendered by PwC in connection with its audit of our consolidated financial statements and our internal control over financial reporting for the fiscal years 2014 and 2013 included in Form 10-K and the quarterly reviews of our financial statements included in Forms 10-Q.

2	Includes amounts related to pension plan audits, royalty audits, recycling audits and donation fund audits performed in Canada for fiscal years 2014 and 2013, as well as fees related to correspondence with the Securities and Exchange Commission (SEC) in 2014 and 2013.

3	Fees consist of United Kingdom (U.K.) tax compliance work and other tax services performed for fiscal years 2014 and 2013.

4	Fees incurred for assistance provided on business process improvements in Canada in 2014, as well as special tax, accounting and compensation projects and for subscriptions provided by PwC in 2014 and 2013.

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•	receive notice of the Annual Meeting; and

•	vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.

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•	giving written notice to the Corporate Secretary of the Company at one of its' Principal Executive Offices;

•	delivering a later-dated proxy (or later-dated instructions to your Broker, if you are a beneficial owner or later-dated instructions to Broadridge Financial Services (Broadridge) if you hold shares in the MillerCoors retirement account); or

•	voting in person at the Annual Meeting (unless you are a beneficial owner without a legal proxy, as described in the response to Question 8).

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•	FOR the election of all director nominees as set forth in this Proxy Statement;

•	FOR the advisory proposal to approve the advisory say on pay vote;

•	FOR the amendment and restatement of the Molson Coors Brewing Company Incentive Compensation Plan with respect to the Class A holder proxy cards; and

•	FOR the proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm with respect to Class A holder proxy cards.

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•	any merger that requires stockholder approval under the DGCL;

•	any sale of all or substantially all of the Company's assets, other than to a related party;

•	any proposal to dissolve the Company or any proposal to revoke the dissolution of the Company; or

•	any amendment to the Restated Certificate of Incorporation that requires stockholder approval under the Restated Certificate of Incorporation or the DGCL and that would:

◦	increase or decrease the aggregate number of the authorized shares of Class B common stock;

◦	change the rights of any shares of Class B common stock;

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◦	change the shares of all or part of Class B common stock into a different number of shares of the same class;

◦	increase the rights of any other class that is equal or superior to Class B common stock with respect to distribution or dissolution rights (a co-equal class);

◦	create any new co-equal class;

◦	other than pursuant to the Restated Certificate of Incorporation, exchange or reclassify any shares of Class B common stock into shares of another class, or exchange, reclassify or create the right of exchange of any shares of another class into shares of Class B common stock; or

◦	limit or deny existing preemptive rights of, or cancel or otherwise affect rights to distributions or dividends that have accumulated but have not yet been declared on, any shares of Class B common stock.

•	The Class A Holders, voting together as a single class, are entitled to elect 12 of the 15 directors, although there are two vacancies, one of which the Nominating Committee of the Board (the Nominating Committee) is in the process of identifying a candidate to fill and the other the Board does not currently plan to fill; and

•	The Class B Holders, voting together as a single class, are entitled to elect three of the 15 directors.

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•	ten directors to be elected by the Class A Holders; and

•	three directors to be elected by the Class B Holders.

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•	diversity of opinion, personal and professional background and experience;

•	personal qualities and characteristics, accomplishments and reputation in the business community;

•	current knowledge and contacts in the communities in which the Company does business and in the Company's industry or other industries relevant to the Company's business;

•	ability and willingness to commit adequate time to the Board and committee matters;

•	skills, personality and their compatibility with other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company; and

•	skills and experience that corresponds with the perceived needs of the Company, the Board and its respective committees at the time.

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•	the integrity of the Company's financial reporting process and the Company's financial statements;

•	the Company's compliance with legal and regulatory requirements, and its ethics and compliance program, including the Code of Business Conduct;

•	the Company's systems of internal control over financial reporting and disclosure controls and procedures;

•	the Company's internal audit function;

•	the qualifications, engagement, compensation, independence and performance of the Company's independent registered public accounting firm, its conduct of the annual audit and its engagement for any lawful purposes;

•	the Company's corporate responsibility efforts; and

•	the Company's risk management efforts.

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•	the provision of other services to the Company by the person that employs the adviser;

•	the amount of fees received from the Company by the person that employs the adviser, as a percentage of the total revenue of the person that employs the adviser;

•	the policies and procedures of the person that employs the adviser that are designed to prevent conflicts of interest;

•	any business or personal relationship of the adviser with a member of the Compensation Committee;

•	any stock of the Company owned by the adviser; and

•	any business or personal relationship of the adviser or the person employing the adviser with any executive officer.

•	monitoring the Company's financial, hedging and investment policies and strategies, as well as the Company's tax strategies and legal equity structure;

•	monitoring the Company's financial condition and its requirements for funds, including, with respect to acquisitions and divestitures;

•	monitoring investment performance and funding of the Company's pension funds;

•	monitoring the Company's debt portfolio, interest rate risk and expense management, credit facilities and liquidity;

•	reviewing and approving the amounts, timing, types and terms of the issuance of: (i) debt facilities, indentures or other arrangements for indebtedness of the Company; and (ii) liability management transactions including amendments, purchases and repayments prior to maturity related to the Company's outstanding debt securities;

•	monitoring relationships with credit rating agencies and the ratings given to the Company;

•	periodically reviewing the results of the Company's investment and hedging activities; and

•	monitoring the Company's dividend and share repurchase policies and programs provided that: (i) any proposed dividends, where the amount of the dividend differs from the amount of a dividend approved by the Board for the preceding quarter; and (ii) any share repurchase programs which

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•	nominating 12 candidates to stand for election by the holders of Class A common stock and Special Class A voting stock;

•	recommending to the Board three candidates for election by the holders of the Class B common stock and Special Class B voting stock;

•	assisting the Board in evaluating candidates for nomination recommended by the stockholders;

•	overseeing the annual evaluation of the Board and the Board Committees;

•	reviewing and preparing for approval by the Board, the annual budget for the activities and operations of the Board;

•	periodically evaluating policies for retirement, resignation and retention of the directors;

•	recommending for approval by the Board, memberships and chairmanships of Board Committees (other than the Nominating Committee);

•	identifying and recommending for approval by the Board, candidates for CEO of the Company; and

•	taking up other business properly presented to it.

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2	Effective June 1, 2013, Mr. Peter H. Coors was the Chairman and Mr. Andrew T. Molson was the Vice Chairman. Mr. Peter H.Coors' employee compensation received during 2014 for his services as the Chairman of the Board of the MillerCoors joint venture is described in the Related Person Transactions section on page 38.

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1	Dr. Bellini elected not to stand for re-election and his term expired on June 4, 2014.

2	Represents the underlying shares of Class B common stock or shares exchangeable for Class B common stock issuable upon vesting and settlement of the RSUs and DSUs; and

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1	A reconciliation of non-GAAP results to the nearest U.S. GAAP measure can be found in our Form 10-K on pages 33-35, and 51. Underlying pre-tax income is shown at a segment level on pages 38-48 of our Form 10-K.

2

Indicates metrics used in our executive compensation program. The performance metrics for our 2014 short-term incentive plan were adjusted net sales revenue (also referred to as revenue), adjusted underlying pre-tax income and adjusted underlying free cash flow (also referred to as free cash flow). Each of these metrics is further described in the Components of Executive Compensation - Short-Term Incentives in 2014 section beginning on page 56. TSR was used as a metric for our 2014-2016 and 2013-2015 long-term incentive awards. Additionally, PACC was also used for the 2014-2016 long-term incentive awards and Considered EPS was also used for the 2013-2015 long-term incentive awards; the first payout under the PACC metric will occur in 2016. Each of these metrics is further described under Components of Executive Compensation - Long-Term Incentives in 2014 on page 57. For incentive purposes, results are inclusive of our share of MillerCoors performance.

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2	2014 was the first year that free cash flow was introduced into our short-term incentive plan.

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1

Mr. Glendinning received a gross-up payment in 2014 related to executive long-term disability coverage. This benefit is provided to all other Canadian leadership team members. Beginning in 2015, we removed Mr. Glendinning from eligibility for this payment as we did in 2012 for executive officer participants in a similar arrangement for the U.S. long-term disability plan. Additional details can be found in the Additional All Other Compensation table on page 73.

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•	Pay for Performance Compensation Mix;

•	Market Competitive; and

•	Opportunity.

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•	Our annual incentive program is the Molson Coors Incentive Plan (MCIP). The MCIP provides variable pay opportunity for short-term performance, consistent with peer companies' practices and rewards for achievement of short-term objectives that can have a long-term impact on performance.

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The MCIP rewards executives, including the NEOs, for performance against annual Company, business unit and personal goals which measure performance against job requirements. However, it is important to note that the opportunity for payment against personal goals is fully funded by the results of the Company. The Compensation Committee maintains control over the MCIP award payout, gauging reasonableness based on performance and Company financial gain.

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Each year the Compensation Committee establishes a maximum MCIP award for each NEO based on reportable financial metrics. The Compensation Committee then has discretion to adjust those maximum award levels downwards (but not upwards) for unforeseen economic or business issues impacting any one or all of the business units. The downward adjustments are determined by the results of the MCIP metrics and executive's individual performance against specific goals.

•

The Company-wide objectives for the 2014 MCIP were based on underlying pre-tax income (60%), adjusted net sales revenue (20%) and underlying free cash flow (20%). We added underlying free cash flow as a third metric in 2014 to emphasize the importance of cash generation in growing stockholder value and positioning the Company for future investments to drive value. Underlying pre-tax income is defined as pre-tax income (loss) from continuing operations adjusted for certain items as discussed below. Adjusted net sales revenue is measured as our total revenue from sales after excise taxes adjusted for our percentage ownership of MillerCoors. Underlying free cash flow is defined as cash provided by operating activities, minus capital expenditures and our net investing cash flows from the MillerCoors joint venture adjusted for certain items as discussed below. For the NEOs, the pre-tax income, net sales revenue and free cash flow achievements were measured against a performance scale which included threshold, target and maximum performance levels for the year. Similar targets were used for other executive officers and all are based on their primary geographical responsibilities. The adjustments to arrive at these underlying metrics are determined in accordance with the Company’s written policies regarding such matters. These underlying metrics are further adjusted at the discretion of, and subject to approval by, the Compensation Committee in accordance with the Plan.

•	Award payouts can range from 0% to 200% of the target award, based on level of achievement.

•	Results of the 2014 MCIP can be found in the 2014 Executive Pay Program Outcomes section beginning on page 61.

•	For 2014, the MCIP target bonus level was 140% for Mr. Swinburn and 75% for each of the other NEOs.

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•	PSUs reward executives, including the NEOs, for Company achievement against pre-determined performance measures over a three-year performance period.

•	PSUs are granted annually, which keeps focus on the applicable performance metric(s). Annual grants (as opposed to end-to-end three-year grants) also provide less opportunity for the performance metrics to become misaligned with the strategic direction and objectives of the Company.

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The performance metric for the PSUs is PACC, as modified by the Company's TSR percentile relative to the S&P 500 Index (relative TSR). We moved from Considered Earnings Per Share (Considered EPS) to PACC in 2014 to closely align compensation with our business objectives and long-range plan. PACC is defined as operating profits (tax-affected underlying earnings before interest and taxes (EBIT) plus (+) depreciation and amortization (DA)) minus (-) our capital charge, which is our gross operating assets times (x) our market required rate of return, as determined by our Board at the onset of the performance period. TSR is defined as the Company's total shareholder return, calculated based on stock price appreciation plus dividends during the performance period, divided by starting opening period stock price. This indirectly aligns one of the largest components of our executive pay program to our stockholder return (approximately 32% for the CEO and 25% for the other NEOs).

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In order to achieve a 200% maximum payout for the 2014-2016 awards, the Company must exceed its PACC target by 20% and achieve a relative TSR ranking of at least 75th percentile. To achieve a minimum payout (56% of the target award), the Company must achieve at least 80% of its PACC target and any level of relative TSR achievement. Any result below 80% of the PACC target results in no payout of the PSUs. We believe the target level of the PACC metric is challenging but achievable with good performance, whereas the maximum performance levels represent significant stretch goals.

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The number of PSUs awarded to any given NEO is determined at the date of grant by dividing the target value of the total award by the closing price of the Class B common stock on that date, and rounded up to the next whole share. The final award amount, upon vesting, is then adjusted upwards or downwards based on final performance relative to the appropriate metrics, subject to threshold and maximum limits (including maximum amounts approved by the Compensation Committee for each NEO in connection with the grant of PSUs). PSUs achieve no value if threshold performance is not met. At maximum, PSUs achieve 200% of the target value.

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For purposes of PUs awarded prior to 2013, each NEO was granted a stated target dollar amount. This dollar amount was divided by the Company's target value per unit on the grant date to determine the total number of units. The target per unit is the three-year cumulative Considered EPS targeted to be achieved by the Company over the period, subject to threshold and maximum limits. Below the threshold, the units achieve no value. At maximum, the PUs achieve 200% of the target value.

•	Earned PSUs and PUs can be settled in cash or shares of Class B common stock, or partly in cash and partly in shares, at the discretion of the Company. Historically, performance awards have been settled in all shares.

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The performance metric for PUs awarded in 2012 is Considered EPS which is defined as underlying earnings per share adjusted to reflect a normalized Company income tax rate. The normalized Company tax rate is calculated using a rolling three-year average Company effective tax rate of the prior three years. Considered EPS provides a metric in addition to pre-tax income and revenue, which were the two metrics in the 2012 short-term incentive plan, and therefore promotes not only a growth in earnings but also value creation for our stockholders.

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•	The performance metrics for PSUs awarded in 2013 are Considered EPS modified by relative TSR, both as defined above in this section.

•	PSUs were granted to the NEOs in 2013 and 2014 for the three-year performance period ending upon the completion of the Company's 2016 fiscal year. The number of PSUs granted to each NEO in 2014 at threshold, target, and maximum is detailed in the Grants of Plan Based Awards for 2014 table beginning on page 75.

•	PSUs vest pro-rata in the event of retirement (other than for Mr. Swinburn), death or disability and are paid out following the performance period, based on actual results. PSUs vest and are paid at 120% of target upon a change in control. For any other termination of employment before the end of the performance period, PSUs are forfeited.

•	Beginning with his 2013 awards, Mr. Swinburn's PSU awards will continue to vest following his retirement at the end of 2014 and will be paid out following the performance period, based on actual results, provided Mr. Swinburn adheres to the terms and conditions of his retirement as agreed upon with the Board.

•	Dividend equivalents are not paid on PSUs.

•	For 2014, the MCIP target bonus level was 140% for Mr. Swinburn and 75% for each of the other NEOs.

•	The ten-year term of our stock options provides an effective retention tool over the longer term because they retain potential value for executives even in the face of a prolonged downturn in the equity markets. This provides performance-based balance to PSU and PU grants which may lose all value if the Company misses the threshold performance criteria for the awards.

•	Stock options align the interests of our executives with those of stockholders because stock options have no value unless there is an increase in the value of our shares from the grant date to some point in time after the vesting date.

•	The number of stock options is determined at the date of grant by dividing the target value of the award by the Black-Scholes value of the award on that date.

•	The number of options and the exercise prices are set forth in the Outstanding Equity Awards at Fiscal Year-End table beginning on page 77.

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•	Upon retirement, unvested stock options vest. In the event of termination for any other reason, unvested options are forfeited. In the event of a change in control, all unvested stock options vest, except to the extent that a replacement award is provided.

•	The Company does not permit re-pricing of stock options without stockholder approval.

•	RSUs vest 100% on the third anniversary of the date of grant, subject to continuing employment and are settled in Class B common shares at that time.

•	Providing part of the annual LTIP award in the form of RSUs significantly strengthens the retention value of our LTIP by providing a full value component to balance stock options, PSUs and PUs.

•	The number of RSUs is determined at the date of grant by dividing the target value of the award by the closing price of the Class B common stock on that date.

•	Vested RSUs are settled in shares of Class B common stock.

•	Dividend equivalents are not paid on the RSUs.

•	The number of RSUs granted to each NEO in 2014 is detailed in the Grants of Plan Based Awards for 2014 table beginning on page 75.

•	A pro-rata portion of the outstanding unvested RSUs will vest in the event of termination due to retirement (other than for Mr. Swinburn), death or disability. In the event of a change in control, all unvested RSUs will vest, except to the extent that a replacement award is provided. For any other termination of employment before the end of the vesting period, RSUs are forfeited.

•	Beginning with his 2013 awards, Mr. Swinburn's RSU awards will continue to vest following his retirement at the end of 2014 and will be paid out following the vesting period provided Mr. Swinburn adheres to the terms and conditions of his retirement as agreed upon with the Board.

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1	Mr. Swinburn retired at the end of 2014.

2	A Canadian dollar (CAD) to U.S. dollar (USD) exchange rate of 0.8605 and a U.K. British pound (GBP) to (USD) exchange rate of 1.5586 as of the end of the Company's fiscal year, December 31, 2014, was used to convert Messrs. Glendinning and Hunter's base salaries, respectively.

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1	Messrs. Swinburn and Hattersley are also Directors of MillerCoors.

2	Mr. Swinburn retired as the Company's CEO effective December 31, 2014.

3	Mr. Hattersley joined the Company in June 2012.

4

GBP to USD exchange rate of 1.56 as of the end of the Company's fiscal year, December 31, 2014, was used to convert Mr. Hunter's 2014 compensation with the exception of his Non-Equity Incentive Compensation. This payment was paid in USD and converted at 1.54 which was the rate at the payment processing date. For 2013, the GBP to USD exchange rate was 1.66 and for 2012 the rate was 1.62. CAD to USD exchange rate of 0.86 as of the end of the Company's fiscal year, December 31, 2014, was used to convert Mr. Glendinning's 2014 compensation. For 2013, the CAD to USD exchange rate was 0.94. Mr. Glendinning's 2012 compensation was received in USD.

5	Mr. Anand first became an NEO in 2014.

6	Mr. Hunter became the Company's CEO effective January 1, 2015.

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1

Mr. Hunter received Personal Travel benefits as part of his assignment to the Company's Prague, Czech Republic offices in connection with his assignment as President and Chief Executive Officer of Molson Coors Europe. These values are included in his International Assignment amount. He also received Relocation benefits in conjunction with his move to the U.S. as President and CEO of the Company during 2014. These values are included in the Relocation amount.

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1	Messrs. Glendinning and Anand each received additional RSU awards in 2014 as an incentive for retention of services. These awards are further described under the section CEO Succession on page 52.

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(b)	This column includes Stock Only Stock Appreciation Rights (SOSARs) and stock options that have vested and have not been exercised. SOSARs and stock options generally vest in equal annual installments over a three year period, subject to acceleration of vesting in the event of a change in control or certain termination events. We have not granted SOSARs to NEOs since 2008.

(c)	This column includes stock options that have not vested.

(d)	This column does not appear in the table above as it is reserved for performance based stock options which the Company does not award.

(e)	This column indicates the stock option and SOSARs strike price.

(f)	This column indicates the expiration date for stock options and SOSARs which is ten years from the date of grant.

(g)	This column includes unvested RSUs, which generally vest on the third anniversary of the date of grant, based on continuing employment, subject to acceleration in the event of a change in control or certain termination events.

(h)	Market value of RSUs that have not vested is calculated by multiplying the number of unvested RSUs by the closing market price of $74.52 for Class B common stock on December 31, 2014.

(i)	This column represents unvested PUs and PSUs which vest at the conclusion of the performance period upon Compensation Committee approval, subject to acceleration in the event of a change in control. Typically, the performance period is three years beginning with the fiscal year in which the award was granted.

(j)

The value of PUs is calculated based on target values as of the date of grant. For the 2012 PU award, the target payout is $14.35 per unit. The value of PSUs is calculated by multiplying the number of unvested PSUs by the closing market price of $74.52 for Class B common stock on December 31, 2014. The final payout may be more or less depending on final performance. Mr. Anand also received two special PU awards with a target payout of $10.00 per unit.

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1	For stock awards vested, the values were calculated using the closing market price of the Class B common stock on the date of vesting. For stock options exercised, the value realized is the difference between the market price of the Class B common stock at the time of exercise and the exercise price of the option.

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1	Mr. Hattersley joined the Company in June 2012.

2	Mr. Glendinning was not an NEO in 2013 and therefore values are not provided.

3	Mr. Anand was not an NEO in 2013 or 2012 and therefore values were not provided.

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1	Mr. Swinburn announced his retirement in July 2014 and therefore at December 31, 2014 was not eligible for the additional change in control severance payments and benefit and perquisites.

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•	A lump sum payment of the sum of salary and target annual bonus times the applicable multiplier (3x for the NEOs);

•	A pro rata annual bonus at target covering the performance year in which the employee is terminated due to a change in control;

•	For executives participating in a U.S. health plan, the ability to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA), for a period of 18 months, at the same cost sharing level as active employees. For non-U.S. executives, continued Company provided health coverage for a period of 12 months;

•	Up to 12 months of outplacement services;

•	Accelerated vesting of stock options, restricted stock, RSUs, and other stock based awards, including PSUs and PUs at 120% of target, with stock options remaining exercisable until the earlier of one year after termination of employment or the expiration of the term of the stock option; and

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For Mr. Anand, in the event that the payment under the CIC Program results in an imposition of an excise tax under Section 4999 of the Code, the Company has agreed to reimburse the executive for the cost of the additional tax, plus any necessary tax gross-up. Mr. Hattersley is not eligible for this provision as the Company no longer provides for it for new entrants to the CIC Program. Messrs. Glendinning and Hunter were not subject to IRS regulations as their primary residences are in the Canada and U.K., respectively, in 2014. The Company will no longer provide this benefit to Mr. Hunter following his appointment as President and CEO to the Company.

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•	provide flexibility to grant awards under the Plan that are intended to qualify as performance-based compensation under Section 162(m) of the Code; and

•	extend the term of the Plan for ten years.

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•	No discounted stock options or Stock Appreciation Rights (SARs): Stock options and SARs may not be granted with an exercise or grant price lower than the fair market value of the underlying shares on the date of grant;

•	No repricing of stock options or SARs without stockholder approval: The Plan prohibits the direct or indirect repricing of stock options or SARs without prior stockholder approval;

•	No liberal share counting or “recycling” of shares: Shares withheld by or delivered to the Company to satisfy the exercise or grant price of stock options and SARs or tax withholding obligations upon exercise or vesting of awards will not be available for future grants;

•	No liberal change-in-control definition: Change-in-control benefits are triggered only by the occurrence, rather than by stockholder approval, of a merger or other change-in control event;

•	Double-trigger change-in-control vesting: If stock options or RSUs are replaced by a successor company in connection with a change in control, such awards will not automatically vest and pay out solely as a result of the change in control;

•	Limit on Non-Employee Director awards: The Plan establishes a maximum number of shares that may be granted to a Non-Employee Director in any plan year (as described below);

•	No dividends on unearned performance-based awards: Dividends or dividend equivalents may not be paid on unearned performance-based awards;

•	Awards subject to clawback policy: Awards granted under the Plan are subject to the Company’s clawback policy;

•	No transferability: Awards generally may not be transferred for value prior to their vesting or exercise;

•	No automatic share replenishment or “evergreen” provision: There is no evergreen provision pursuant to which the shares authorized for issuance under the Plan can be automatically replenished; and

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•	Moderate burn rate: Our three-year average burn rate (adjusting for full-share awards) of approximately 1.0% is lower than the industry guidance established by certain major proxy advisory firms.1

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•	Stock Options: the maximum aggregate number of shares subject to stock options granted in any one plan year to any one participant is 500,000 shares;

•	SARs: the maximum number of shares subject to stock appreciation rights granted in any one plan year to any one participant is 500,000 shares;

•	Restricted Stock or RSUs: the maximum aggregate grant with respect to awards of restricted stock or RSUs in any one plan year to any one participant is 250,000 shares;

•	PUs or Performance Share Units: the maximum aggregate award of PUs or performance share units that any one participant may receive in any one plan year is 250,000 shares if such award is payable in shares, or equal to the value of 250,000 shares if such award is payable in cash or property other than shares with such amount determined as of the earlier of the vesting date or the payout date;

•	Cash-Based Awards: the maximum aggregate amount awarded or credited with respect to cash-based awards in any one plan year to any one participant is $5,000,000;

•	Covered Employee Annual Incentive Award: the maximum aggregate amount awarded or credited in any one plan year with respect to a covered employee annual incentive award is the lesser of five times such employee's annual base salary as in effect on March 1 of such plan year or $5,000,000; and

•	Other Stock-Based Awards: the maximum aggregate grant with respect to other stock-based awards pursuant to Section 10.2 of the Plan in any one plan year to any one participant is 250,000 shares.

•	interpret the terms and the intent of the Plan and any award agreement, other agreement or document ancillary to, or in connection with, the Plan;

•	determine eligibility for awards; and

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•	adopt such rules, regulations, forms, instruments and guidelines for administering the Plan as the Plan Committee may deem necessary or proper.

•	based on 100% of the fair market value of the shares on the grant date;

•	set at a premium to the fair market value of the underlying shares on the grant date; or

•	indexed to the fair market value of the underlying shares on the grant date; except that the exercise price on the grant date must be at least equal to 100% of the fair market value of the underlying shares on the grant date.

•	based on 100% of the fair market value of the underlying shares on the date of grant;

•	set at a premium to the fair market value of the underlying shares on the date of grant; or

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•	indexed to the fair market value of the shares on the date of grant, provided that the grant price must be at least equal to 100% of the fair market value of the underlying shares on the date of grant.

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•	Net earnings or net income (before or after taxes);

•	Earnings per share;

•	Net sales or revenue growth;

•	Net operating profit;

•	Return measures (including, but not limited to, return on assets, capital, invested capital, equity, revenue or sales);

•	Cash flow (including, but not limited to, operating cash flow, free cash flow and cash flow return on equity);

•	Earnings before or after taxes, interest, depreciation and/or amortization;

•	Gross or operating margins;

•	Productivity ratios;

•	Share price (including, but not limited to, growth measures and total stockholder return);

•	Expense targets;

•	Margins;

•	Operating efficiency;

•	Market share;

•	Profit After Capital Charge (PACC);

•	Customer satisfaction; and

•	Balance sheet and statement of cash flow measures (including, but not limited to, working capital amounts and levels of short and long-term debt).

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•	Litigation or claim judgments or settlements;

•	The effects of changes in tax laws, accounting principles or other laws or provisions affecting reported results;

•	Foreign exchange gains and losses;

•	Special items; and

•	Non-core items.

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•	it has a value at least equal to the value of the replaced award;

•	it relates to publicly traded equity securities of the Company or its successor in the change in control transaction or another entity that is affiliated with the Company or its successor following the change in control; and

•	its other terms and conditions are not less favorable to the participant than the terms and conditions of the replaced award (including the provisions that would apply in the event of a subsequent change in control).

•

The acquisition or holding by any person of beneficial ownership of combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of a majority of the Board, referred to as outstanding Company voting securities, in excess of the outstanding Company voting securities held by the Voting Trust Agreement, as such agreement is more particularly described in the Beneficial Ownership Table beginning on page 106; except, that any such acquisition or holding by any of the following entities will not by itself constitute a change in control: (a) a person who on the effective date is the beneficial owner of 20% or more of the outstanding Company voting securities; (b) the Company or any of its subsidiaries; or (c) any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries;

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•

Individuals who constitute the Board as of the effective date of the Plan, referred to as the incumbent board, cease for any reason to constitute at least a majority of the Board, except that any individual becoming a director subsequent to the effective date whose election, or nomination for election by the Company's stockholders, was approved by the Nominating Committee and/or the subcommittees of such Nominating Committee in accordance with the Company's Restated Certificate of Incorporation and the Bylaws will be considered as though such individual were a member of the incumbent board, but excluding for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election or removal of the directors of the Company or other actual or threatened solicitation of proxies of consents by or on behalf of a person other than the Board;

•

Consummation of a reorganization, merger or consolidation to which the Company is a party or a sale or other disposition of all or substantially all of the assets of the Company, referred to as a business combination, in each case unless, following such business combination: (a) the voting trust continues to hold, directly or indirectly, more than 50% of the outstanding Company voting securities Company or a corporation which as a result of such transaction owns the Company or all, or substantially all, of the Company's assets either directly or indirectly through one or more direct or indirect subsidiaries, the Company or such other entity resulting from the business combination is referred to as the successor entity; and (b) at least a majority of the members of the board of directors of the successor entity were members of the incumbent board at the time of the execution of the initial agreement or of the action of the board providing for such business combination; or

•	Complete liquidation or dissolution of the Company.

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1

Under the Plan, which is the only Equity Plan under which awards currently may be granted, we may issue RSUs, DSUs, PUs, PSUs, stock options and SARs. Amount in column A includes 816,225 RSUs and DSUs, 30,440 PUs (as if converted to shares as of December 31, 2014), 349,970 PSUs (assuming the target award is met) and 2,212,328 stock options, respectively, outstanding as of December 31, 2014. See the Annual Report, Part II—Item 8 Financial Statements and Supplementary Data, Note 14, "Share-Based Payments" of the Notes to the Consolidated Financial Statements for further discussion. Outstanding RSUs, DSUs, PUs and PSUs do not have exercise prices and therefore have been disregarded for purposes of calculating the weighted-average exercise price.

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1	Aggregate fees for professional services rendered by PwC in connection with its audit of our consolidated financial statements and our internal control over financial reporting for the fiscal years 2014 and 2013 included in Form 10-K and the quarterly reviews of our financial statements included in Forms 10-Q.

2	Includes amounts related to pension plan audits, royalty audits, recycling audits and donation fund audits performed in Canada for fiscal years 2014 and 2013, as well as fees related to correspondence with the SEC in 2014 and 2013.

3	Fees consist of U.K. tax compliance work and other tax services performed for fiscal years 2014 and 2013.

4	Fees incurred for assistance provided on business process improvements in Canada in 2014, as well as special tax, accounting and compensation projects and for subscriptions provided by PwC in 2014 and 2013.

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(1)

Except as set forth above and based solely upon reports of beneficial ownership required to be filed with the SEC pursuant to Rule 13d-1 under the Exchange Act, we do not believe that any other person beneficially owned, as of March 27, 2015, greater than 5% of our outstanding Class A common stock or Class B common stock. Ownership percentage calculations are based on 5,453,834 shares of Class A common stock (which assumes the conversion on a one-to-one basis of 2,894,040 Class A exchangeable shares) and 180,640,213 shares of Class B common stock (which assumes the conversion on a one-to-one basis of 17,517,928 shares of Class B exchangeable shares), in each case, outstanding as of March 27, 2015.

(2)	Includes unvested RSUs held by retirement-eligible executives (Mr. Peter H. Coors), DSUs held by directors and shares underlying outstanding options/stock appreciation rights currently exercisable or exercisable within 60 days following March 27, 2015 (Current Options), where applicable.

(3)

Class A shares (or shares directly exchangeable for Class A shares) include beneficial ownership of 1,857,476 shares owned by Pentland Securities 1981 Inc. (Pentland), 667,058 shares owned by 4280661 Canada Inc. (Subco), and 2,520,000 shares owned by Adolph Coors Company LLC (ACC), as Trustee of the Coors Trust, due to shared voting power resulting from a Voting Agreement, dated February 2, 2005, among Pentland, Subco and the Coors Trust. Pursuant to the Voting Agreement, the parties agreed that the Class A shares (and shares directly exchangeable for Class A shares) are to be voted in accordance with the voting provisions of certain Voting Trust Agreements among the parties and certain trustees. Pentland is the sole owner of Subco. The address for each of the Coors Trust and ACC is 2120 Carey Avenue, Suite 412, Cheyenne, Wyoming 82001. The address for each of Pentland and Subco is 335 8th Avenue S.W., 3rd Floor, Calgary, Alberta, Canada T2P 1C9.

(4)

This information is derived exclusively from the Schedule 13D/A filed by ACC and the Coors Trust with the SEC on February 26, 2015. Class B shares beneficially owned by ACC includes 350,000 Class B shares directly owned by ACC, 5,830,000 Class B shares directly held by the Coors Trust and 15,692,798 Class B shares beneficially owned by ACC on its own behalf and as Trustee of other Coors Family Trusts (as defined below), all of which are included in the Class B shares beneficially owned by ACC. ACC is a Wyoming limited liability company which serves as trustee for the Coors Trust, the Augusta Coors Collbran Trust, the Bertha Coors Munroe Trust B, the Grover C. Coors Trust, the Herman F. Coors Trust, the Louise Coors Porter Trust and the May Kistler Coors Trust (collectively, the Coors Family Trusts). The members of ACC are the various Coors Family Trusts. The Board of Directors of ACC consists of 16 members who are various members of the Coors family, including Peter H. Coors, Christien Coors Ficeli and Peter J. Coors. Pursuant to the Operating Agreement of ACC, subject to limited exceptions, sole investment power with respect to each trust is delegated to a trust committee consisting of three to five members of the ACC Board of Directors (each, a Trust Committee). Each member of ACC's Board of Directors disclaims beneficial ownership of the shares owned by ACC on behalf of the respective Coors Family Trusts except to the extent of his or her pecuniary interest in each trust.

(5)	Consists of 3,449,600 Class B shares (or shares exchangeable for Class B shares) directly owned by Pentland, of which 321,000 shares of Class B exchangeable shares are pledged as collateral under an OTC forward contract with an unaffiliated third party buyer as part of a monetization transaction due to settle on December 6, 2019.

(6)	This information is derived solely from the Schedule 13G/A filed by The Vanguard Group with the SEC on February 11, 2015 reporting on beneficial ownership as of December 31, 2014. The address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355.

(7)	This information is derived solely from the Schedule 13G filed by Blackrock, Inc. with SEC on February 6, 2015 reporting on beneficial ownership as of December 31, 2014. The address for Blackrock, Inc. is 55 East 52nd Street, New York, NY 10022.

(8)

Beneficial ownership for Mr. Coors does not include 2,520,000 Class A shares held indirectly by ACC as trustee for the Coors Trust, nor any Class B shares held by ACC for itself or on behalf of the Coors Family Trusts. Mr. Coors disclaims beneficial ownership of all Class A and Class B shares held by ACC except to the extent of his pecuniary interest therein. If Mr. Coors were to be attributed beneficial ownership of the Class A shares held by ACC, he would beneficially own 46.21% of the Class A common stock, subject to the Voting Agreement. His Class B holdings represent (i) 150,688 Class B shares held directly by Mr. Coors, (ii) 1,064 Class B shares held by his wife, Marilyn E. Coors, (iii) 389,163 Current Options, (iv) 6,430 unvested RSUs, and (v) 780,489 Class B shares held indirectly by Marilyn E. Coors, as trustee of various Peter H. Coors Grantor Retained Annuity Trusts.

(10)

Beneficial ownership for Ms. Coors Ficeli does not include 2,520,000 Class A shares held indirectly by ACC as trustee for the Coors Trust, nor any Class B shares held by ACC for itself or on behalf of the Coors Family Trusts. Ms. Coors Ficeli disclaims beneficial ownership of all Class A and Class B shares held by ACC except to the extent of her pecuniary interest therein. If Ms. Coors Ficeli were to be attributed beneficial ownership of the shares held by ACC, she would beneficially own 46.21% of the Class A common stock, subject to the Voting Agreement.

(11)	Represents 4,760 DSUs.

(12)	Includes 1,639 DSUs.

(13)	Includes 14,683 DSUs.

(14)	Includes 16,399 DSUs.

(15)	Includes 98,609 Current Options.

(16)

Represents 2,184 Class B shares held directly by Mr. Molson, 186 Class B exchangeable shares held directly by Mr. Molson, 3,000 Class B shares held indirectly by Molbros AT Inc., 3,449,600 Class B shares (or shares exchangeable for Class B shares) owned by Pentland. Mr. Molson is the President of Pentland and shares despoitive power of the Class B shares beneficially owned by Pentland. The Class B shares beneficially owned by Pentland are included in Mr. Molson's beneficial ownership as a result of arrangements under the Amended and Restated Stockholders Agreement dated February 9, 2005 between Lincolnshire Holdings Limited, Nooya Investments Limited, Pentland, Eric Molson and Stephen Molson with respect to the securities held by and governance of Pentland.

(17)	Mr. Molson's Class A holdings represents 1,260 Class A shares held directly and 372 Class A shares indirectly held in a retirement savings plan. His Class B holdings include 1,890 Class B shares (or shares directly exchangeable for Class B shares) indirectly held in a retirement savings plan.

(18)	Includes 3,102 DSUs.

(19)	Includes 16,560 shares directly exchangeable for Class B common stock and 15,668 DSUs.

(20)	Represents 4,998 DSUs.

(21)	Includes 149,576 Current Options.

(22)	Includes 210,900 Current Options.

(23)	Includes 59,909 Current Options.

(24)	The group's Class B shares include 6,430 unvested RSUs for Mr. Coors, 61,249 DSUs, 1,073,417 Current Options and 3,466,570 Class B exchangeable shares as described in the footnotes above. See footnotes above concerning the Class A shares.

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Article 1.	Establishment, Purpose, and Duration

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