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MOLSON COORS BREWING COMPANY

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

on

May 29, 2013

The Annual Meeting of Stockholders of Molson Coors Brewing Company will be held at 11:00 a.m. (local time) on May 29, 2013, at the Company’s Montréal brewery located at 1670 Notre Dame Street East, Montréal, Québec, Canada H2L 2R4, for the following purposes:

(1)         To elect 14 directors;

(2)         To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2013;

(3)         To approve, on an advisory basis, the compensation of the Company’s named executive officers;

(4)         To approve an amendment to the Company’s Restated Certificate of Incorporation to provide that the holders of our Class A common stock and Class B common stock shall vote together as a single class, on an advisory basis, on any proposal to approve the compensation of the Company’s named executive officers presented at any annual meeting of stockholders held after January 1, 2014; and

(5)         To transact such other business as may be brought properly before the meeting and any and all adjournments or postponements thereof.

In accordance with the bylaws and action of the Board of Directors, stockholders of record at the close of business on April 1, 2013 are entitled to receive notice of the meeting, and to vote at the meeting and any and all adjournments or postponements thereof.

We will begin mailing a Notice of Internet Availability of Proxy Materials for the Annual Meeting of Stockholders, containing instructions on how to access our proxy materials and vote online, on or about April 12, 2013. Our proxy statement and related exhibits accompanying this notice of Annual Meeting of Stockholders and our Annual Report on Form 10-K for the fiscal year ended December 29, 2012 can be accessed by following the instructions in the Notice of Internet Availability of Proxy Materials.

We hope you will be able to attend the Annual Meeting. Whether or not you plan to attend, your vote is important to us.  We urge you to review our proxy materials and promptly submit your proxy/voting instructions by telephone or over the Internet, or mark, sign, date and return the proxy/voting instruction card in the envelope provided so that your shares will be represented and voted at the Annual Meeting even if you cannot attend.  For more information about how to vote your shares, please see the discussion beginning on page 1 of our proxy statement under the heading “Questions and Answers about the Annual Meeting and Voting.”

Thank you for your interest in our company. We look forward to seeing you at the Annual Meeting.

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PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (Board) of Molson Coors Brewing Company, a Delaware corporation (Molson Coors or the Company), for use at the Annual Meeting of Stockholders (Annual Meeting), which will be held at 11:00 a.m. (local time), Wednesday, May 29, 2013 at the Company’s Montréal brewery located at 1670 Notre Dame Street East, Montréal, Québec, Canada H2L 2R4, and at any and all adjournments or postponements of that Annual Meeting.

Molson Coors has dual principal executive offices located at 1225 17th Street, Suite 3200, Denver, Colorado, USA 80202 and 1555 Notre Dame Street East, Montréal, Québec, Canada H2L 2R5.

We will begin mailing a Notice of Internet Availability of Proxy Materials for the Annual Meeting of Stockholders, containing instructions on how to access our proxy materials and vote online, on or about April 12, 2013. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 29, 2013:  the Notice of Annual Meeting, this proxy statement, and the Annual Report on Form 10-K for the fiscal year ended December 29, 2012 are available at www.proxyvote.com.

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

1.              What are the Company’s outstanding voting securities?

The outstanding classes of our voting securities include our Class A common stock, par value $0.01 per share (Class A common stock), and Class B common stock, par value $0.01 per share (Class B common stock). In addition, we have outstanding Special Class A voting stock, par value $0.01 per share (Special Class A stock), and Special Class B voting stock, par value $0.01 per share (Special Class B stock), through which the holders of Class A exchangeable shares and Class B exchangeable shares issued by Molson Coors Canada Inc. (Exchangeco), a Canadian corporation and subsidiary of Molson Coors, may exercise their voting rights with respect to Molson Coors.

Each holder of record of the Class A common stock, Class B common stock, Class A exchangeable shares and Class B exchangeable shares is entitled to one vote for each share held, without the ability to cumulate votes on the election of directors.

2.              How many shares are outstanding?

At the close of business on April 1, 2013, the record date for the Annual Meeting, there were outstanding 2,556,894 shares of Class A common stock, and 157,685,521 shares of Class B common stock, 1 share of Special Class A stock (representing 2,896,941 Class A exchangeable shares) and 1 share of Special Class B stock (representing 19,234,395 Class B exchangeable shares). Only stockholders of record at the close of business on April 1, 2013, are entitled to vote at the Annual Meeting.

3.              What are the Class A exchangeable shares and Class B exchangeable shares?  How do they vote?

The Special Class A stock and the Special Class B stock provide the mechanism for holders of Class A exchangeable shares and Class B exchangeable shares, which are intended to be substantially the economic equivalent of the corresponding class of Molson Coors common stock, to vote with the corresponding class of Molson Coors common stock. The Special Class A stock and Special Class B stock are entitled to one vote for each outstanding Class A exchangeable share and Class B exchangeable share, respectively, excluding shares held by Molson Coors or its subsidiaries, and generally vote together with the Class A common stock and Class B common stock, respectively, on all matters on which the Class A common stock and Class B common stock are entitled to vote. This structure provides voting rights to a holder of the exchangeable shares through a voting trust arrangement. The trustee holder of the Special Class A stock and the Special Class B stock has the right to cast a number of votes equal to the number of then-outstanding Class A exchangeable shares and Class B exchangeable shares, respectively, but will only cast a number of votes equal to the number of Class A exchangeable shares and Class B exchangeable shares as to which it has received voting instructions from the owners of record of those Class A exchangeable shares and Class B exchangeable shares, other than Molson Coors or its subsidiaries, respectively, on the record date.

4.              I am a holder of exchangeable shares; will I receive additional materials?

The exchangeable shares are non-voting (except as required by the provisions attaching to the exchangeable shares or by applicable law) with respect to Exchangeco. Therefore, this proxy statement and the proxy solicitation materials relate solely to Molson Coors. There will not be a separate annual meeting of Exchangeco. You will not receive a notice of an annual meeting of the stockholders of Exchangeco, nor will you receive an information circular or proxy for an annual meeting of the stockholders of Exchangeco.

Because the value of the exchangeable shares, determined through dividend and dissolution entitlements and capital appreciation, is determined by reference to the consolidated financial performance and condition of Molson Coors rather than Exchangeco, information respecting Exchangeco (otherwise than as included in our public disclosure and consolidated financial statements) is not relevant to holders of exchangeable shares.

Holders of exchangeable shares effectively have a participating interest in Molson Coors and not a participating interest in Exchangeco.  It is, therefore, the information relating to Molson Coors that is directly relevant to the holders of exchangeable shares voting in connection with the matters to be transacted at the Annual Meeting.

5.             What is the difference between holding shares as a stockholder of record and as a beneficial stockholder?

If your shares are registered directly in your name through either Computershare Trust Company, N.A. (Computershare), for the Class A common stock or the Class B common stock, or Canadian Stock Transfer Company Inc. as administrative agent for CIBC Mellon Trust Company (CIBC Mellon), for the exchangeable shares, you are considered a stockholder of record with respect to those shares.

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If your shares are held in a brokerage account or bank, you are considered the “beneficial owner” of those shares.

6.              How do I attend the Annual Meeting and what do I need to bring?

If you are a stockholder of record, you will be asked to present photo identification, such as a driver’s license, in order for Molson Coors to verify your record ownership of shares.  If you vote prior to the Annual Meeting, you should indicate your planned attendance at the Annual Meeting when you submit your proxy/voting instructions.

If you are a beneficial owner, bring the notice or voting instruction form you received from your bank, brokerage firm or other nominee, as well as photo identification, for admission to the Annual Meeting.  You also may bring your brokerage statement reflecting your ownership as of April 1, 2013 with you.  Please note that upon admittance to the Annual Meeting, you will not be able to vote your shares at the Annual Meeting without a legal proxy, as described in the response to Question 7.

Please note that cameras, sound or video recording equipment, cellular telephones, blackberries or other similar equipment, electronic devices, large bags, briefcases or packages will not be allowed in the meeting room.

7.              How can I vote at the Annual Meeting if I am a beneficial owner of Class A common stock or Class B common stock?

You should ask your bank, broker or other intermediary to furnish you with a legal proxy. You will need to bring the legal proxy with you to the Annual Meeting and hand it in with a signed ballot that will be provided to you at the Annual Meeting. You will not be able to vote your shares at the Annual Meeting without a legal proxy.

Please note that if you request a legal proxy, any previously executed proxy will be revoked and your vote will not be counted unless you appear at the Annual Meeting and vote in person or legally appoint another proxy to vote on your behalf. If you do not receive the legal proxy in time, you can follow the procedures described in the response to Question 6 to gain admission to the Annual Meeting. However, you will not be able to vote your shares at the Annual Meeting.

8.              I hold exchangeable shares; how do I vote?  Can I vote in person at the Annual Meeting?

As discussed above, holders of exchangeable shares (other than Molson Coors or its subsidiaries) are entitled to vote at annual meetings of holders of the corresponding classes of Molson Coors common stock through a voting trust arrangement. If you hold Class A exchangeable shares and/or Class B exchangeable shares as of the record date, you may provide voting instructions to CIBC Mellon, as trustee, although your voting instructions must be received no later than 11:59 p.m. EDT on May 24, 2013.  If you do not send instructions by this deadline, the trustee will not be able to vote your Class A exchangeable shares and/or Class B exchangeable shares. You may revoke previously given voting instructions by delivering subsequent voting instructions by mail, Internet or telephone, but in no circumstance, later than 11:59 p.m. EDT on May 24, 2013.

Holders of exchangeable shares cannot vote in person at the Annual Meeting.

9.              I hold shares in my MillerCoors retirement accounts; how do I vote?

We have been advised by MillerCoors LLC (MillerCoors), the Company’s joint venture with SABMiller plc, that according to the trust agreement concerning the MillerCoors LLC Savings and Investment Plan (the MillerCoors Plan), employees holding Molson Coors shares in their retirement plans are entitled to receive proxy materials and vote at the Annual Meeting.  If you participate in the MillerCoors Plan, you may give voting instructions for the number of shares of common stock equivalent to the interest in Molson Coors common stock credited to your account as of the record date.  You may provide voting instructions to Fidelity Management Trust Company, as trustee, through its agent, Broadridge Financial Services (Broadridge), by completing and returning the proxy card accompanying your proxy materials.  The trustee will vote your shares in accordance with your duly executed instructions received no later than 5:00 p.m. EDT on May 22, 2013.  If you do not send instructions to Broadridge, then the trustee will vote shares credited to your account in the same proportion on each issue as it votes those shares credited to the accounts of other employees holding Molson Coors shares in the MillerCoors Plan for which it has received voting instructions.  You may also revoke previously given voting instructions prior to 5:00 p.m. EDT on May 22, 2013, by submitting to Broadridge, a properly completed and signed proxy card bearing a later date.

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10.       What is a quorum?

The holders of shares entitled to cast a majority of the total votes of the outstanding shares of stock entitled to vote on each matter, as of the record date, represented in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. If a quorum is not present, the Annual Meeting may be postponed or adjourned to allow additional time for obtaining the required quorum. At any subsequent reconvening of the Annual Meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the Annual Meeting, except for any proxies that have been effectively revoked or withdrawn. Shares held by Molson Coors in treasury do not count toward a quorum.

11.       What different methods can I use to vote?

By Written Proxy. All stockholders of record can vote by written proxy card. If you are a beneficial owner, you will receive a written proxy card or a vote instruction form from your bank or broker.

By Telephone or Internet. All stockholders of record also can submit a proxy/voting instructions by touchtone telephone from the U.S., Puerto Rico and Canada, using the toll-free telephone number on the proxy card, or through the Internet, using the procedures and instructions described on the proxy card. Beneficial owners may submit a proxy/voting instructions by telephone or Internet if their bank or broker makes those methods available, in which case the bank or broker will enclose the instructions with the proxy materials. The telephone and Internet proxy/voting instruction procedures are designed to authenticate stockholders’ identities, to allow stockholders to submit a proxy/voting instructions for their shares, and to confirm that their instructions have been recorded properly.

In Person. All stockholders of record of Class A common stock and Class B common stock may vote in person at the Annual Meeting. Beneficial owners of Class A common stock and Class B common stock may vote in person at the Annual Meeting if they have a legal proxy, as described in the response to Question 7.

12.       What is the record date and what does it mean?

The record date for the Annual Meeting is April 1, 2013. The record date is established by the Board as required by the Delaware General Corporation Law and the Company’s bylaws. Owners of record of Class A common stock, Class B common stock, Class A exchangeable shares and Class B exchangeable shares at the close of business on the record date are entitled to:

·                  receive notice of the Annual Meeting; and

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

13.       What can I do if I change my mind after I submit a proxy/voting instructions for my shares?

Holders of common stock can revoke a proxy prior to the completion of voting at the Annual Meeting by:

·                  giving written notice to the Office of the Corporate Secretary of the Company;

·                  delivering a later-dated proxy (or later-dated instructions to your bank or broker if you are a beneficial owner, or later-dated instructions to 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 7).

Holders of exchangeable shares can revoke voting instructions by delivering subsequent voting instructions by mail, Internet or telephone no later than 11:59 pm EDT on May 24, 2013.

14.       What are my voting choices when voting for Class A Director nominees identified in this proxy statement, and what vote is needed to elect the Class A Directors?

In the vote on the election of the 11 Class A Director nominees identified in this proxy statement to serve until the next annual meeting, holders of Class A common stock and Class A exchangeable shares may:

·                  vote in favor of all nominees;

·                  vote in favor of specific nominees;

·                  vote against all nominees;

·                  vote against specific nominees;

·                  abstain from voting with respect to all nominees; or

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·                  abstain from voting with respect to specific nominees.

Directors will be elected by a plurality of the votes cast by the holders of the Class A common stock and Class A exchangeable shares, together as a class, voting in person or by proxy at the Annual Meeting.

The Board recommends a vote FOR each of the nominees.

15.       What are my voting choices when voting for Class B Director nominees identified in this proxy statement and what vote is needed to elect the Class B Directors?

In the vote on the election of the 3 Class B Director nominees identified in this proxy statement to serve until the next annual meeting, holders of Class B common stock and Class B exchangeable shares may:

·                  vote in favor of all nominees;

·                  vote in favor of specific nominees;

·                  vote against all nominees;

·                  vote against specific nominees;

·                  abstain from voting with respect to all nominees; or

·                  abstain from voting with respect to specific nominees.

Directors will be elected by a plurality of the votes cast by the holders of the Class B common stock and Class B exchangeable shares, together as a class, voting in person or by proxy at the Annual Meeting.

The Board recommends a vote FOR each of the nominees.

16.       What are my voting choices when voting on the ratification of the appointment of PricewaterhouseCoopers LLP (PwC) as independent auditors and what vote is needed to ratify their appointment?

In the vote to ratify the appointment of PwC as independent auditors, holders of Class A common stock and Class A exchangeable shares may:

·                  vote in favor of the ratification;

·                  vote against the ratification; or

·                  abstain from voting on the ratification.

The proposal to ratify the appointment of PwC as independent auditors will require the affirmative vote of a majority of the votes cast by the holders of the Class A common stock and Class A exchangeable shares, together as a class, voting in person or by proxy at the Annual Meeting.

The Board recommends a vote FOR the ratification.

17.       What are my voting choices when voting on the advisory proposal to approve the compensation of the named executive officers (say on pay) and what vote is needed to approve say on pay?

In the advisory vote to approve say on pay, holders of Class A common stock and Class A exchangeable shares may:

·                  vote in favor of the proposal;

·                  vote against the proposal; or

·                  abstain from voting on the proposal.

The advisory proposal to approve say on pay will require the affirmative vote of a majority of the votes cast by the holders of the Class A common stock and Class A exchangeable shares, together as a class, voting in person or by proxy at the Annual Meeting.  As an advisory vote, this proposal is not binding on the Company.  However, the Board values the opinions expressed by stockholders, and the Compensation and Human Resources Committee will consider the outcome of the vote when making future executive compensation decisions.

The Board recommends a vote FOR the advisory vote to approve say on pay.

18.       What are my voting choices when voting on the amendment to the Company’s Restated Certificate of Incorporation and what vote is needed to approve the amendment?

In the vote to approve the amendment to the Company’s Restated Certificate of Incorporation, holders of Class A common stock, Class A exchangeable shares, Class B common stock, and Class B exchangeable shares may:

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·                  vote in favor of the proposal;

·                  vote against the proposal; or

·                  abstain from voting on the proposal.

The proposal to approve the amendment to the Company’s Restated Certificate of Incorporation will require two separate class votes:  (a) the affirmative vote of the holders of a majority in voting power of the Class A common stock and Class A exchangeable shares entitled to vote thereon, voting together as a single class, and (b) the affirmative vote of the holders of a majority in voting power of the Class B common stock and Class B exchangeable shares entitled to vote thereon, voting together as a single class.

The Board recommends a vote FOR the amendment to the Restated Certificate of Incorporation.

19.       What if I am a stockholder of record and do not specify a choice for a matter when returning a proxy?

Stockholders of record should specify their choice for each matter on the enclosed proxy card. If no specific instructions are given, proxies which are signed and returned will be voted:

·                  FOR the election of all Director nominees as set forth in this proxy statement;

·                  FOR the proposal to ratify the appointment of PwC as independent auditors;

·                  FOR the advisory proposal to approve say on pay; and

·                  FOR the amendment to the Company’s Restated Certificate of Incorporation.

20.       What if I am a beneficial owner and do not give voting instructions to my broker?

As a beneficial owner, in order to ensure your shares are voted in the way you would like, you must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee. If you do not provide voting instructions to your bank, broker or other nominee, whether your shares can be voted by such person depends on the type of item being considered for vote.

Non-Discretionary Items. The election of Directors, the advisory say on pay vote, and the amendment to the Company’s Restated Certificate of Incorporation are non-discretionary items and may not be voted on by brokers, banks or other nominees who have not received specific voting instructions from beneficial owners of Class A common stock and Class B common stock, as applicable.

Discretionary Items. The ratification of the appointment of PwC is a discretionary item. Generally, brokers, banks and other nominees that do not receive voting instructions from beneficial owners of Class A common stock may vote on this proposal in their discretion.

If you are a beneficial owner of exchangeable shares and do not provide CIBC Mellon with voting instructions, your shares will not be voted on any matter.

21.       How are abstentions and broker non-votes counted?

Abstentions and broker non-votes are included in determining whether a quorum is present, but will not be included in votes cast, so they will not affect the outcome of the vote on the election of Directors, the ratification of the appointment of PwC as independent auditors, or the advisory proposal on say on pay.  Abstentions and broker non-votes will have the effect of votes AGAINST the proposal to amend the Company’s Restated Certificate of Incorporation.

22.       Can I access the Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K on the Internet?

The Notice of Annual Meeting, Proxy Statement, and our Annual Report on Form 10-K for the fiscal year ended December 29, 2012 (Form 10-K) are available at www.proxyvote.com.  Instead of receiving future copies of these documents by mail, stockholders of record and most beneficial owners can elect to receive an e-mail that will provide electronic links to these documents. Opting to receive your proxy materials online will save us the cost of producing and mailing documents to your home or business, and also will give you an electronic link to the proxy voting site.

Stockholders of Record. If you submit a proxy/voting instructions on the Internet at www.proxyvote.com, simply follow the prompts for enrolling in the electronic proxy delivery service.

Beneficial Owners. If you hold your shares in a bank or brokerage account, you also may have the opportunity to receive copies of these documents electronically. Please check the information provided in the proxy materials mailed to you by your bank or broker regarding the availability of this service.

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23.       How are proxies solicited and what is the cost?

The Company has engaged Georgeson Inc. to assist with the solicitation of proxies for a fee of $7,500 plus expenses. The Company will bear all expenses incurred in connection with the solicitation of proxies. The Company will reimburse brokers, fiduciaries and custodians for their costs in forwarding proxy materials to beneficial owners of common stock and/or exchangeable shares.  The Company’s Directors, officers and employees also may solicit proxies by mail, telephone and personal contact. They will not receive any additional compensation for these activities.

24.       Will there be an audio-cast of the Annual Meeting?

You can listen to a live audio-cast of the Annual Meeting by visiting our website at www.molsoncoors.com, click on “Investors”, click on “Past Events and Presentations”, and click on the link to the audio-cast. An archived copy of the audio-cast will be available until June 30, 2013.

We have included the website address for reference only. The information contained on our website is not incorporated by reference into this proxy statement.

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

The Company’s bylaws provide for the annual election of Directors.  The Board has currently set the number of directors at 15: 12 Class A directors and 3 Class B directors.  However, for purposes of the Annual Meeting, only 14 directors are being nominated for election:  11 Class A directors and 3 Class B directors.  There will be one Class A director vacancy which the Board does not currently plan to fill.  At the Annual Meeting, votes may not be cast for a greater number of director nominees than the 14 nominees named in the proxy statement.

Fourteen directors are to be elected at the Annual Meeting, each to serve until the next annual meeting and until his or her successor shall have been elected and qualified.  The 14 nominees consist of:

·                  11 directors to be elected by the holders of the Class A common stock and the Special Class A stock (as instructed by the holders of Class A exchangeable shares), voting together as a single class; and

·                  3 directors to be elected by the holders of the Class B common stock and the Special Class B stock (as instructed by the holders of Class B exchangeable shares), voting together as a single class.

The following table sets forth certain biographical information regarding each Director, including a summary description of each individual’s particular knowledge, qualifications or areas of expertise considered for nomination to the Company’s Board.  For more information on the nomination of our Class A directors and Class B directors, please refer to “Nomination of Directors” beginning on page 12.

Each of the Directors has consented to serve if elected.  If any of them becomes unavailable to serve as a Director, a substitute nominee may be designated in accordance with the Company’s Restated Certificate of Incorporation and bylaws. In that case, the persons named as proxies will vote for the substitute nominees designated in accordance with the Restated Certificate of Incorporation and bylaws.

CLASS A DIRECTORS

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 CLASS B DIRECTORS

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Family Relationships

Peter H. Coors and Christien Coors Ficeli, are father and daughter; and Andrew T. Molson and Geoffrey E. Molson are brothers. Eric H. Molson, father of Andrew and Geoffrey Molson, is Director and Chairman Emeritus, and Bill Coors, father of Peter H. Coors and grandfather of Christien Coors Ficeli, is also a Director Emeritus, as described below.

The Board of Directors recommends a vote FOR each of the persons listed above, and executed proxies that are returned will be so voted unless otherwise instructed.

Director and Chairman Emeritus

Eric H. Molson, formerly Chairman of the Board of Molson Coors, and Bill Coors were each named Director Emeritus of Molson Coors in June 2012.  Mr. Molson was also named Chairman Emeritus.  Messrs. Molson and Coors provide consulting and advisory services to the Board as requested, and may be invited to attend meetings of the Board on a non-voting basis.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

The Board is elected by the stockholders to oversee their interests in the long-term success of the Company.  The Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the stockholders.  The Board selects and oversees the members of senior management, who are charged with conducting the business of the Company. During 2012, the Board held 5 meetings.

Board Leadership Structure

The Company separates the roles of chairman of the board and chief executive officer pursuant to its bylaws.  According to the Company’s bylaws, the chairman of the board is appointed by the Class A-C nominating subcommittee, or the Class A-M nominating subcommittee, alternating on a biennial basis.  Andrew T. Molson was appointed Chairman of the Board by the Class A-M nominating subcommittee effective May 2011, and he will serve in this position until the 2013 Annual Meeting.  Following the 2013 Annual Meeting, the Class A-C nominating subcommittee has the right to appoint the chairman of the board to serve until the 2015 annual meeting of stockholders.

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Board Size

As set forth in our bylaws, the Board has the power to fix the number of directors by resolution. The Board has currently set the number of directors at 15:  12 Class A directors and 3 Class B directors.  However, for purposes of this annual meeting, only 14 directors are being nominated for election.  There will be one Class A director vacancy which the Board does not currently plan to fill.  Our Restated Certificate of Incorporation and bylaws provide that the Board may change the size of the Board by vote of at least two-thirds of the authorized number of directors (including vacancies), provided that any decrease in the number of directors to less than 15 must be approved by the holders of the Class A common stock and Special Class A stock, voting together as a class.

Nomination of Directors

As a “controlled company” under the listing standards of the New York Stock Exchange (NYSE), we are not required to have a nominating committee comprised solely of independent directors.  Nominees for election to the Board will be selected by the full Board and by a Nominating Committee and nominating subcommittees as follows:

Board Vacancies

Coors Directors and Molson Directors

The Class A-C nominating subcommittee fills vacancies caused by the removal, resignation, retirement or death of a Coors Director and fills newly created seats designated to be filled by Coors Directors. The Class A-M nominating subcommittee fills vacancies caused by the removal, resignation, retirement or death of a Molson Director and fills newly created seats designated to be filled by Molson Directors.

The Class A-C nominating subcommittee and the Class A-M nominating subcommittee each cease to have the power to make nominations and fill vacancies if the Coors Trust and certain Coors family stockholders, in the case of the Class A-C nominating subcommittee, or Pentland and certain Molson family stockholders, in the case of the Class A-M nominating subcommittees, fall below certain ownership thresholds specified in the Company’s Restated Certificate of Incorporation.  Both the Class A-C nominating subcommittee and the Class A-M nominating subcommittee currently meet the required thresholds.

Other Class A Directors

The Nominating Committee fills vacancies caused by the removal, resignation, retirement or death of a Class A director who is not a Coors Director or Molson Director.  Any person elected by the Nominating Committee must meet the requirements outlined above.

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Class B Directors

The Board fills vacancies caused by the removal, resignation, retirement or death of the any of the Class B directors.  Any person elected by the Board must meet the requirements outlined above.

Qualifications of Director Nominees

The Board, Nominating Committee or a nominating subcommittee, as applicable, assesses any director nominee taking into account several factors including, but not limited to, the individual’s: (i) personal qualities and characteristics, accomplishments and reputation in the business community; (ii) 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; (iii) ability and willingness to commit adequate time to Board and committee matters; (iv) skills and personality and their fit with other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company; (v) diversity of opinion, personal and professional background, and experience; and (vi) fit with the perceived needs of the Company, the Board and its respective committees at the time. The Nominating Committee or a nominating subcommittee, as applicable, ultimately recommends nominees that it believes will enhance the Board’s ability to manage and direct, in an effective manner, the affairs and business of Molson Coors.  Potential director nominees may come to the attention of the Company through management, current Board members or stockholders.  From time to time, the Board uses third party search firms to identify and/or evaluate potential nominees.  Roger Eaton and Louis Vachon were identified by a third party search firm.

Candidates Recommended by Stockholders

We will consider and evaluate a director candidate recommended by a stockholder in the same manner as candidates from other sources. Stockholders wishing to recommend a director candidate to serve on the Board as a director may do so by providing advance written notice to Molson Coors following the procedures set forth under “How do I submit a proposal for action at the 2014 Annual Meeting of Stockholders?” on page 59.  Any such recommendation must be accompanied by the information specified in Section 1.9.2 of our bylaws.

Director Independence

Although, as a “controlled company,” we are not required to have a majority of independent directors, our Restated Certificate of Incorporation contains provisions intended to ensure that at all times a majority of the directors will be independent.

Our Restated Certificate of Incorporation defines an independent director as any director who is independent of management, and is free from any interest and any business or other relationship (other than interests or relationships arising from ownership of shares of Molson Coors stock) which could, or could reasonably be perceived to, materially interfere with the director’s ability to act with a view to the best interests of Molson Coors.  Additionally, the Company has adopted Director Independence Standards which are set forth on Appendix A.

For further information regarding director independence, see “Independence and Related Person Transactions” on page 18.

Executive Sessions of Non-Employee and Independent Directors

The Board generally holds executive sessions of its non-employee directors at each regularly scheduled meeting. The chairmanship of these executive sessions rotates among the non-employee directors. In addition, the independent directors meet in executive session at each regularly scheduled Board meeting.  The chairmanship of these executive sessions rotates among the independent directors.

Corporate Responsibility, Corporate Governance Guidelines and Code of Business Conduct

Corporate responsibility is integral to our business strategy, and includes our commitments to focus on material issues regarding governance and ethics, alcohol responsibility, environmental sustainability, investments in our people and communities, and taking our best practices to our supply chain.  In 2011-12, Molson Coors was listed on the Dow Jones Sustainability Index for North America, and for 2012-13, Molson Coors is the global beverage sector leader on the Dow Jones Sustainability World Index.  More information, including targets and performance indicators, is available at www.OurBeerPrint.com.

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The Board has adopted the Board of Directors Charter and Corporate Governance Guidelines (Corporate Governance Guidelines) to promote the functioning of the Board and its committees, and to set forth a common set of expectations as to how the Board should function. The Corporate Governance Guidelines provide, among other things, guidance on the composition of the Board, the criteria to be used in selecting director nominees, retirement of directors, expectations by Molson Coors of its directors and evaluation of Board performance. The Corporate Governance Guidelines are available on our website at www.molsoncoors.com.

In addition, all of our directors and employees, including our Chief Executive Officer, Chief Financial Officer, and other senior financial officers, are bound by our Code of Business Conduct, which complies with the requirements of the NYSE and the Securities and Exchange Commission (SEC) to ensure that the business of Molson Coors is conducted in a legal and ethical manner. The Code of Business Conduct covers all areas of professional conduct, including employment policies, conflicts of interest, fair dealing, and the protection of confidential information, as well as strict adherence to all laws and regulations applicable to the conduct of our business.  Our Code of Business Conduct is available on our website at www.molsoncoors.com.  We will disclose future amendments to, or waivers from, certain provisions of the Code of Business Conduct for executive officers and directors on our website within 4 business days following the date of such amendment or waiver.

Board’s Role in Risk Oversight

The Board is responsible for identifying the principal risks of the Company’s business and ensuring the implementation of appropriate systems to manage these risks, and shares oversight and monitoring of the Company’s enterprise risk management program with the Audit Committee.  The Audit Committee reviews the risks, actions and progress annually and the full Board reviews the risk program at their annual strategy meeting.  The Audit Committee also oversees management of the Company’s major financial risks and its procedures for monitoring and controlling these risks.  The Audit Committee regularly submits a risk assessment to the Board.

The Compensation and Human Resources Committee (Compensation Committee) oversees risks relating to our compensation policies and practices, and regularly assesses our performance criteria and targets established under executive compensation programs to ensure they do not provide an incentive for executives to take excessive or unnecessary risks.  The Compensation Committee reports to the Board when appropriate.  The Compensation Committee believes that the Company has no compensation policies or programs that give rise to risks reasonably likely to have a material adverse effect on the Company.

In addition to committee reports, the Board receives regular reports from the Company’s management on the Company’s most material risks and the degree of its exposure to those risks, as well as presentations on those risks at Board meetings quarterly.

Directors’ Attendance

All incumbent directors attended 75% or more of the aggregate meetings of the Board and the committees on which they serve during 2012. Directors are encouraged to attend the annual meeting of stockholders.  Twelve directors, each of whom were serving as a director at the time, attended the 2012 annual meeting.

Board Committees

The Board currently has four separately designated standing committees: the Audit Committee, the Compensation Committee, the Finance Committee and the Nominating Committee. In addition to the four standing committees, the Board may from time to time establish additional committees.

The following table describes the current members of each of our Board committees other than the Nominating Committee.  Other than Mr. Coors, each member is considered an independent director pursuant to the Company’s Director Independence Standards and the Company’s Restated Certificate of Incorporation.  For a further discussion regarding director independence, see “Independence and Related Person Transactions” beginning on page 18.

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*           Denotes Chairman of the committee.

As a “controlled company,” we are not required under applicable listing standards of the NYSE to have a nominating committee consisting entirely of directors who meet the independence requirements of the NYSE listing standards.  We do, however, have a Nominating Committee and nominating subcommittees pursuant to our Restated Certificate of Incorporation.  The members of such committees are identified on page 12.

Audit Committee

Under the terms of its charter, the Audit Committee assists and represents the Board in fulfilling its oversight responsibility relating to the integrity of the Company’s financial statements and financial reporting process, the system of internal control over financial reporting and disclosure controls and procedures, the internal audit function and the engagement of the Company’s independent auditors and their annual independent audit of the Company’s financial statements.  The Audit Committee also oversees the Company’s policies and procedures with respect to risk assessment and risk management. For more information on the Audit Committee’s role in risk oversight see the discussion under “Board’s Role in Risk Oversight” beginning on page 14.

The Audit Committee met 8 times in 2012.  Each member meets the independence requirements of the listing standards of the NYSE, the Company’s Restated Certificate of Incorporation, its Director Independence Standards, and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (Exchange Act). The Board has determined that all the members of the Audit Committee are financially literate pursuant to the listing standards of the NYSE.  The Board determined that Franklin W. Hobbs is an “audit committee financial expert.”  The Audit Committee Report is included on page 19 of this proxy statement.

Compensation Committee

Under the terms of its charter, the Compensation Committee has overall responsibility for evaluating and approving compensation plans, policies and programs of the Company applicable primarily to senior executives of the Company.  The entire Board approves CEO compensation.

The Compensation Committee also makes all decisions regarding the implementation and administration of the Company’s incentive compensation, equity compensation and other benefit plans and programs.

The Compensation Committee met 8 times in 2012. Each member meets the independence requirements of the listing standards of the NYSE, the Company’s Restated Certificate of Incorporation and the Director Independence Standards.

The details of the processes and procedures used for determining compensation of the Company’s executive officers are set forth beginning on page 26.

The Compensation Committee retained Pay Governance LLC (Pay Governance) as its compensation consultant to provide independent advice and assist in the development and evaluation of the Company’s executive and director compensation policies.

The Compensation Committee Report is included on page 43 of this proxy statement.

Finance Committee

Under the terms of its charter, the Finance Committee assists the Board in fulfilling its responsibilities relating to the oversight of the Company’s financial affairs, including overseeing and reviewing financial and investment policies, strategies and guidelines.

The Finance Committee met 4 times in 2012.

Nominating Committee

Under the terms of its charter and the Company’s Restated Certificate of Incorporation, the Nominating Committee:  (1) nominates 12 candidates to stand for election by the holders of Class A common stock and Special Class A stock; (2) recommends to the Board 3 candidates for election by the holders of the Class B common stock and Special Class B stock; (3) assists the Board in evaluating candidates for nomination recommended by the stockholders; (4) oversees the annual evaluation of the Board; and (5) takes up other business properly presented to it.

The Nominating Committee met 6 times in 2012.

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DIRECTOR COMPENSATION

We use a combination of cash and stock-based incentive compensation to ensure desired stability of the Board and to secure the Company’s ongoing ability to attract high caliber individuals to serve on the Board.  The Compensation Committee, with assistance from Pay Governance (the Compensation Committee’s Compensation Consultant) reviews and makes recommendations to the Board annually with respect to the form and amount of Director compensation.  In setting Director compensation, the Committee considers the significant amount of time that Directors expend in fulfilling their duties to the Company, the skill level required of members of the Board, as well as the compensation of directors at our peer companies.

For 2012, Directors received an annual cash retainer of $100,000 and an annual equity grant of $100,000 in the form of restricted stock units (RSUs).  The Chairman and Vice Chairman are each entitled to additional annual fees of $75,000.  Additionally, the chairmen of the Audit Committee, Compensation Committee and Finance Committee received additional cash retainers as follows:  (i) Audit - $15,000; (ii) Compensation - $10,000; and (iii) Finance - $10,000.  All Directors are reimbursed for any expenses incurred while attending Board or committee meetings and in connection with other Company business. In situations where spouses are invited to attend, these expenses are reimbursed as well.

As an employee member of the Board, Mr. Swinburn receives no additional compensation for his services as a Board member. All compensation provided by the Company to Mr. Swinburn is reported in the Summary Compensation Table.

Given his significant role and duties as Vice Chairman of the Board, Mr. Coors receives the annual cash retainer and stock award paid to Directors as well as the additional fee of $75,000 paid to the Vice Chairman.  These amounts are included for Mr. Coors in the “Stock Awards” and “All Other Compensation” columns of the Summary Compensation Table on page 43.

Under the Directors Stock Plan, Directors may elect to receive 50% or 100% of their annual cash retainer in the form of either (i) shares of Class B common stock, or (ii) deferred stock units (DSUs), with the balance, in each case, being paid in cash. DSUs represent the right to receive shares of the Class B common stock when the Director’s service on the Board terminates.  Beginning in 2012, Directors received dividend equivalents on their DSUs.

In order to further align the interests of Directors with the long-term interests of our stockholders, the Board has determined that, by the end of his or her fifth year as a director, each Director should own stock or stock equivalents with a value equal to five times his or her annual cash retainer.  All of our Directors currently meet or are on track to meet this requirement.  Shares owned directly by the Director as well as the value of DSUs and the projected after-tax value of RSUs are included in calculating ownership levels. Shares underlying stock options do not count toward the ownership guidelines.

The table below summarizes the compensation paid by the Company to Directors for the fiscal year ended December 29, 2012.

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(1)         Mr. Cleghorn retired from the Board on May 30, 2012.

(2)         Mr. Eaton joined the Board on May 31, 2012.

(3)         Chairman.

(4)         Mr. O’Brien retired from the Board on May 30, 2012.

(5)         Mr. Tough joined the Board on February 23, 2012.

(6)         Mr. Vachon joined the Board on May 31, 2012.

(7)         Includes dividends accrued on unvested RSUs and DSUs.

Fees Earned or paid in Cash (Column (b))

For 2012, the Directors made the following elections under the Directors Stock Plan.

·                  Retainer paid in 100% cash: Peter Coors, Christien Coors Ficeli, Andrew Molson, Geoffrey Molson, Iain J.G. Napier and Douglas Tough.

·                  Retainer paid in 100% DSUs: Francesco Bellini, John Cleghorn, Roger Eaton, Charles Herrington, Franklin Hobbs, David O’Brien, H. Sanford Riley and Louis Vachon.  Messrs. Cleghorn and O’Brien retired on May 30, 2012 and received their second quarter fees in cash.

·                  Retainer paid in 100% stock: Brian Goldner.

Stock Awards (Column (c))

On May 30, 2012, each Director received an annual equity grant of 2,566 RSUs with a grant date fair value of $38.98 per Class B share and an aggregate grant value of $100,023.  The RSUs cliff vest on May 30, 2015, or upon retirement of the Director from the Board, whichever comes first.   The grant date fair value is calculated in accordance with FASB Topic 718.  Upon vesting of RSUs, the Director is paid a cash amount equal to the dividends that would have been paid during the vesting period had each RSU been an actual share of the Class B common stock.

Outstanding Equity Awards

The table below summarizes each Director’s outstanding RSU and stock option awards as of December 29, 2012.  The Company has not granted stock options to Directors since 2008.

(1)         Includes shares of the Company’s Class B common stock or shares exchangeable for Class B common stock.

(2)         The Company has not granted stock options to Directors since 2008.

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INDEPENDENCE AND RELATED PERSON TRANSACTIONS

Independence Determinations

At its meeting held on February 21, 2013, the Board affirmatively determined that each of the following directors is independent under the listing standards of the NYSE and the the Director Independence Standards:

None of the Directors who were determined to be independent had any relationships that were outside the categorical standards listed in the Directors Independence Standards.

Approval of Related Person Transactions

The Board has adopted a formal written policy for the review, approval and ratification of “related person” transactions. Under the policy, the Audit Committee is responsible for reviewing and pre-approving or ratifying (as applicable), all transactions in which (i) the aggregate amount involved will or is expected to exceed $100,000, (ii) the Company is a participant, and (iii) any “related party” has or will have a direct or indirect interest. A “related party” is generally (a) any person who is, or was since the beginning of the last fiscal year, an executive officer or director of the Company, (b) a greater than 5% beneficial owner of the Company’s stock, or (c) any immediate family members of any of the foregoing. Additionally, the Company’s bylaws require supermajority approval of the Board of certain transactions with affiliates or members of the Coors and Molson families.

In determining whether to approve or ratify a transaction subject to the policy, the Audit Committee takes into account whether the transaction is on terms no less favorable than terms generally available to or from an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction.  The Board further delegated to the Chair of the Audit Committee, the authority to pre-approve or ratify (as applicable) any such related party transaction in which the aggregate amount involved is expected to be less than $1 million.

Each of the transactions and relationships set forth below were either (1) pre-approved or ratified by the Audit Committee or by the Chair of the Audit Committee, pursuant to the terms of the Company’s related party transactions policy, or (2) pre-approved or ratified by a supermajority of the Board according to the bylaws.

Certain Related Person Transactions

From time to time, we employ members of the Coors and Molson families, which together own a controlling interest in the Company.  Hiring and placement decisions are made based upon merit, and compensation packages are offered that are commensurate with policies in place for all employees of Molson Coors.  Christien Coors Ficeli (a Director and daughter of Peter H. Coors, Vice Chairman of the Board of the Company and MillerCoors) was employed by MillerCoors through March 2013 in a non-executive position; Melissa Coors Osborn (daughter of Peter H. Coors and sister of Christien Coors Ficeli) is employed by the Company in a non-executive position; and David S. Coors (son of Peter H. Coors and brother of Christien Coors Ficeli) and Peter J. Coors (son of Peter H. Coors and brother of Christien Coors Ficeli) are employed by MillerCoors in non-executive positions.

MillerCoors purchases a large portion of its paperboard packaging from Graphic Packaging Holding Company (GPHC).  The Coors Trust and various other Coors family trusts, collectively through Adolph Coors Company LLC, beneficially own approximately 46.21% of our Class A voting common stock, approximately 6.83% of our Class B common stock, and approximately 12.31% of GPHC’s common stock. In 2012, the total amount of payments made by MillerCoors, directly and through joint ventures, to GPHC totaled approximately $290 million.  Jeffrey H. Coors, a director of GPHC, is also a brother of Peter H. Coors, Vice Chairman of the Board of Molson Coors and Chairman of MillerCoors, and uncle of Christien Coors Ficeli, a Director. We expect payments by MillerCoors in 2013 to be approximately the same as the total amount of payments made by MillerCoors in 2012.

Eric Molson, the father of Andrew and Geoffrey Molson, serves as a Director and Chairman Emeritus.  In this role, he serves as a consultant to and representative of the Company.  In connection with his role, Eric Molson has the ability to recommend up to $325,000 per year in charitable contributions to be made by the Company.

The Company has contractual relationships with the Montréal Canadiens professional hockey team.  Andrew Molson (Chairman of the Board of the Company) and Geoffrey Molson, two of our Directors, are affiliated with the general partner

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of CH Group Limited Partnership, the owner of the Canadiens and the Bell Centre.  In 2012, the Company made payments totaling approximately CAD 5.7 million to the Canadiens in marketing, advertising, promotional endeavors and sponsorship rights in the ordinary course of business and the Canadiens made payments totaling approximately CAD 1.7 million to the Company according to the terms of our agreements and to purchase our products in the ordinary course of business.  The business relationship has been in place for many years, is fair and reasonable, and is on terms comparable to market conditions for similar business relationships.

The Company has a contractual relationship with NATIONAL Public Relations, a professional service firm that provides strategic public relations guidance.  Andrew Molson (Chairman of the Board of the Company) is a partner of RES PUBLICA Consulting Group, the holding and management company of NATIONAL Public Relations.  In 2012, the Company made payments totally approximately $41,000 in the ordinary course of business.  The business relationship in place is fair and reasonable, and is on terms comparable to market conditions for similar business relationships.

AUDIT COMMITTEE REPORT

The role of the Audit Committee is to prepare this report and to represent and assist the Board in its oversight of: (1) the integrity of Molson Coors’ financial reporting process and the Company’s financial statements; (2) the Company’s compliance with legal and regulatory requirements, and its ethics and compliance program, including the Code of Business Conduct; (3) the Company’s systems of internal control over financial reporting and disclosure controls and procedures; (4) the Company’s internal audit function; and (5) the qualifications, engagement, compensation and performance of the independent auditors, their conduct of the annual audit and their engagement.  The Audit Committee operates pursuant to a written charter, which it annually reviews.  The Audit Committee also oversees the Company’s policies and procedures with respect to risk assessment and risk management.

As set forth in the charter, management of Molson Coors is responsible for the preparation, presentation and integrity of Molson Coors’ financial statements, and the effectiveness of internal control over financial reporting. Management is responsible for maintaining Molson Coors’ accounting and financial reporting principles and internal controls and procedures reasonably designed to assure compliance with accounting standards and applicable laws and regulations. Molson Coors has a full-time Internal Audit department that reports to the Audit Committee. The Internal Audit department is responsible for objectively reviewing and evaluating the adequacy, effectiveness and quality of Molson Coors’ internal controls relating, for example, to the reliability and integrity of Molson Coors’ financial information and the safeguarding of assets. The independent registered public accounting firm is responsible for auditing Molson Coors’ financial statements and expressing an opinion as to their conformity with U.S. generally accepted accounting principles.

In the performance of its oversight function, the Audit Committee has reviewed and discussed the audited financial statements with management and PwC, the Company’s independent registered public accounting firm. The Audit Committee has also discussed with PwC the matters required to be discussed under the rules adopted by the Public Company Accounting Oversight Board (PCAOB).  Finally, the Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee on independence. The Audit Committee has ultimate authority and responsibility to select, evaluate, and, when appropriate, replace the Company’s independent registered public accounting firm. The fees billed by PwC for non-audit services were pre-approved by the Audit Committee and were also considered in the discussions of independence.

Audit Committee members are not employees of Molson Coors, and do not perform the functions of auditors or accountants. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards. Members of the Audit Committee necessarily rely on the information provided to them by management and the independent registered public accounting firm. Accordingly, the Audit Committee’s considerations and discussions referred to above do not assure that the audit of Molson Coors’ financial statements has been carried out in accordance with standards of the PCAOB, that the financial statements are presented in accordance with accounting principles generally accepted in the U.S. or that Molson Coors’ registered public accounting firm is in fact “independent.”

Based upon the reports and discussions described in this report, and subject to the limitations on the role and responsibilities of the Audit Committee referred to above and in the charter, the Audit Committee recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 29, 2012, filed with the SEC on February 22, 2013. The Audit Committee also appointed PwC as the independent registered public accounting firm for Molson Coors for the fiscal year ending December 28, 2013, subject to ratification by the Company’s stockholders.

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SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

PROPOSAL NO. 2 — RATIFY APPOINTMENT OF AUDITORS

The Board is asking holders of Class A common stock and Class A exchangeable shares to ratify the Audit Committee’s appointment of PwC as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2013. PwC was our independent registered public accounting firm for the fiscal year ended December 29, 2012, and is considered by management to be well qualified.

Representatives of PwC are expected to be present at the Annual Meeting to respond to questions and may make a statement if they so desire.

Fees

Set forth below are the aggregate fees billed by PwC for professional services rendered to Molson Coors during fiscal years 2012 and 2011:

(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 2012 and 2011, the quarterly reviews of our financial statements included in Forms 10-Q and our acquisition of StarBev in June 2012.

(2)         Includes amounts related to the Company’s Form S-3 and S-8 filings in fiscal year 2012, public debt offering, pension plan audits, royalty audits and recycling audits performed in Canada for fiscal years 2012 and 2011 and Ontario’s beer tax audit performed in fiscal year 2012.

(3)         Fees consist of tax compliance and simplification work performed in the U.K. during fiscal years 2012 and 2011.

(4)         Fees incurred for assistance provided on special tax and accounting projects and for subscriptions provided by PwC.

Pre-Approval Policy Regarding Independent Registered Public Accounting Firm Services

The Audit Committee pre-approves all audit, non-audit and internal control-related services provided by PwC prior to the engagement of PwC with respect to such services.  The Chairman of the Audit Committee has been delegated authority by the Audit Committee to pre-approve interim services by PwC other than the annual audit. The Chairman must report all such pre-approvals to the entire Audit Committee at the next committee meeting.  In 2012 and 2011, the Audit Committee (or the Chairman of the Audit Committee pursuant to the authority delegated) pre-approved all of the audit-related fees, tax fees and other fees paid to PwC.

If the stockholders do not ratify the appointment of PwC, the Audit Committee will reconsider the appointment.

The Board of Directors recommends a vote FOR the proposal ratifying the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year ending December 28, 2013, and proxies that are returned will be so voted unless otherwise instructed.

PROPOSAL NO. 3 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE COMPENSATION (THE ADVISORY SAY ON PAY VOTE)

As required by Section 14A of the Securities Exchange Act of 1934, the Company seeks a non-binding advisory vote from holders of Class A common stock and Class A exchangeable shares to approve the compensation of its named executive officers as described in the Compensation Discussion and Analysis beginning on page 26 and the Executive Compensation section beginning on page 43. This proposal is also referred to as the say on pay vote.

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The Board has determined that, starting with the Annual Meeting, it would hold the non-binding advisory say on pay vote every year (rather than every three years as was previously the case).  In addition, the Company is proposing to amend its Restated Certificate of Incorporation to allow the holders of Class B common stock and Class B exchangeable shares to cast an advisory vote on say on pay, together as a single class with the holders of Class A common stock and Class A exchangeable shares, beginning with the first annual meeting of stockholders held after January 1, 2014.  See “Proposal No. 4” below.

Please read the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this proxy statement before determining how to vote on this proposal. As described in more detail in those sections, the Company believes its compensation programs emphasize performance and accountability while maintaining alignment with stockholder interests.

Our strategy drives our compensation and the choices we make as a business.  Our strategic objective is to be a top global brewer, achieved by challenging the expected to deliver extraordinary brands that delight the world’s beer drinkers.  Our majority-independent board and entirely-independent Compensation Committee have worked harmoniously with the family directors to advance this strategy. From a compensation point of view, this means designing programs that motivate the Company’s management team to deliver total shareholder return in the short term and our strategy in the medium term.  This is what we aim to do.

The Board recommends that stockholders vote FOR the following resolution:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in this proxy statement, including the Compensation Discussion and Analysis, the executive compensation tables, and the related narrative.”

Because your vote is advisory, it will not be binding upon the Board. However, the Board values our stockholders’ opinion and the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

The Board of Directors recommends a vote FOR the advisory vote to approve executive compensation and proxies that are returned will be so voted unless otherwise instructed.

PROPOSAL NO. 4 —AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION

The Board has  declared advisable, and now recommends to the holders of the Class A common stock, Class A exchangeable shares, Class B common stock and Class B exchangeable shares for approval, a proposed amendment to the Company’s Restated Certificate of Incorporation to provide the holders of the Company’s Class B common stock and Class B exchangeable shares the ability to vote, on an advisory basis, together as a single class with the holders of the Company’s Class A common stock and Class A exchangeable shares, on any proposal to approve the compensation of the Company’s named executive officers beginning with the first annual meeting of stockholders held after January 1, 2014.

Currently, the Company holds a non-binding advisory vote, in accordance with applicable law and regulation, to approve named executive officer compensation on an annual basis.  Pursuant to the voting provisions and procedures set forth in Company’s Restated Certificate of Incorporation, only the holders of the Class A common stock and Class A exchangeable shares participate in such vote.  If the proposed amendment to the Restated Certificate of Incorporation is approved, the holders of the Company’s Class A common stock and Class A exchangeable shares and the Company’s Class B common stock and Class B exchangeable shares would vote together as a single class, on a non-binding advisory basis, on any proposal to approve the compensation of the Company’s named executive officers presented at any annual meeting of stockholders held after January 1, 2014.  The Board believes that providing holders of the Company’s Class B common stock and Class B exchangeable shares the opportunity to participate in the non-binding advisory vote on named executive officer compensation is consistent with good governance and facilitates shareholder communication with the Board.

Effective upon the requisite approval of the holders of the Class A common stock, Class A exchangeable shares, Class B common stock and Class B exchangeable shares, the following amendment to the Restated Certificate of Incorporation will be adopted:

“Beginning with the first annual meeting of stockholders held after January 1, 2014, if the Corporation is required by Rule 14a-21(a) or any successor rule promulgated under the United States Securities Exchange Act of 1934, as amended, to provide for an advisory vote of its stockholders on a resolution to approve the compensation of the Corporation’s named executive officers (as defined in Item 402(a)(3) of Regulation S-K or

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any successor item or regulation promulgated under the United States Securities Act of 1933, as amended), then at any such annual meeting of stockholders the Class A Holders and the Class B Holders shall have the right to vote, together as a single class, on an advisory basis on any such resolution.  No other separate class vote of the Class A Holders, the Class B Holders or any other class or series of the Corporation’s capital stock shall be required with respect to any such resolution.  The affirmative vote of a majority of the votes cast by the Class A Holders and the Class B Holders, voting together as a single class, shall be required to approve any such resolution.  As the vote on any such resolution shall be advisory, the outcome of such vote will not be binding on the Corporation or the Board of Directors.”

The proposed amendment under this Proposal No. 4 provides that the Restated Certificate of Incorporation be revised as set forth in Appendix B.

The amendment to the Restated Certificate of Incorporation proposed under this Proposal No. 4 requires: (a) the affirmative vote of the holders of Class A common stock and Class A exchangeable shares holding at least a majority of the votes entitled to be cast by all holders of Class A common stock and Class A exchangeable shares, voting together as a single class, and (b) the affirmative vote of the holders of Class B common stock and Class B exchangeable shares holding at least a majority of the votes entitled to be cast by all holders of Class B common stock and Class B exchangeable shares, voting together as a single class.  If the amendment to the Restated Certificate of Incorporation is approved, then it will become effective upon filing of a certificate of amendment to the Restated Certificate of Incorporation with the Delaware Secretary of State, which filing is expected to be made promptly after the annual meeting.

The Board of Directors recommends a vote FOR this proposal and proxies that are returned will be so voted unless otherwise instructed.

BENEFICIAL OWNERSHIP

The following table contains information about the beneficial ownership of our capital stock as of March 22, 2013 (unless otherwise noted), for each of our current directors, each of our named executive officers, all directors and executive officers as a group, and each stockholder known by us to own beneficially more than 5% of any class of our voting common stock and/or exchangeable shares. Unless otherwise indicated, and subject to any interests of the holder’s spouse, the person or persons named in the table have sole voting and investment power, based on information furnished by such holders.  Shares of common stock subject to options or other rights currently exercisable or exercisable within 60 days following April 1, 2013, are deemed outstanding for computing the share ownership and percentage of the person holding such options or rights, but are not deemed outstanding for computing the percentage of any other person. All share numbers and ownership percentage calculations below assume that all Class A exchangeable shares and Class B exchangeable shares have been converted on a one-for-one basis into corresponding shares of Class A common stock and Class B common stock, respectively.

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*                       Denotes less than 1%

(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 22, 2013, greater than 5% of our outstanding Class A common stock or Class B common stock.   Ownership percentage calculations are based on 5,453,837 shares of Class A common stock (which assumes the conversion on a one-to-one basis of 2,896,943 Class A exchangeable shares) and  176,768,279 shares of Class B common stock (which assumes the conversion on a one-to-one basis of 19,234,395 shares of Class B exchangeable shares), in each case, outstanding as of March 22, 2013.

(2)                     Includes unvested Restricted Stock Units (RSUs) held by retirement-eligible executives (Messrs. Coors and Swinburn), Deferred Stock Units (DSUs) held by directors and shares underlying currently exercisable options/stock appreciation rights (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, 667,058 shares owned by 4280661 Canada Inc. (4280661), and 2,520,000 shares owned by Adolph Coors Company LLC (ACC), as Trustee of the Coors Trust, all due to shared voting power resulting from a Voting Agreement between Pentland, 4280661and 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.  Pentland is the sole owner of 4280661.

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 4280661 is 335 8th Avenue S.W., 3rd Floor, Calgary, Alberta, Canada T2P 1C9.

(4)                     ACC:  The beneficial ownership of Class B shares attributed to the Coors Trust includes 2,940,000 Class B shares directly owned by the Coors Trust and 18,505,988 Class B shares owned by ACC on its own behalf and as Trustee of other Coors family trusts, all of which are included in the Class B shares attributed to ACC.  As described below, Peter H. Coors and Christien Coors Ficeli each disclaim beneficial ownership of the shares beneficially held by ACC.

ACC is a Wyoming limited liability company (i) whose members consist of various Coors family trusts including the Coors Trust, the May Kistler Coors Trust, and the Grover C. Coors Trust; (ii) which serves as trustee of such Coors family trusts in addition to the Janet Helen Coors Irrevocable Trust FBO Joseph J. Ferrin, the Janet Helen Coors Irrevocable Trust FBO Frances M. Baker and the Janet Helen Coors Irrevocable Trust FBO Frank E. Ferrin; and (iii) whose Board of Directors consists of various Coors family members, including Peter H. Coors and Christien Coors Ficeli. The members of ACC, by and through ACC’s Board of Directors, have dispositive power over these shares. Members of ACC’s Board of Directors have dispositive power over these shares as a result of their role as directors of ACC, as trustee of such Coors family trusts, to the extent of such Coors family trusts’ dispositive rights, but each of these directors disclaims beneficial ownership of the shares owned by ACC on behalf of the respective trusts except to the extent of his or her pecuniary interest therein.

(5)                     This number includes 3,449,600 Class B shares (or shares exchangeable for Class B shares) directly owned by Pentland. Of the shares exchangeable for Class B shares, 700,000 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 8, 2014, at the option of Pentland, in cash or 700,000 shares of Class B exchangeable shares, or Class B shares exchanged for the Class B exchangeable shares.

(6)                     Mr. Coors’ holdings do not include 2,520,000 Class A shares owned by ACC as described in the table above, and Mr. Coors disclaims beneficial ownership of these shares. His Class B holdings include 12,071,422 Class B shares directly and indirectly owned by ACC, although Mr. Coors disclaims beneficial ownership of these shares. Mr. Coors is a director and executive officer of ACC.  This number also includes 1,064 Class B shares held in the name of Mr. Coors’ wife, as to which he disclaims beneficial ownership; 919,163 Current Options, 4,744 unvested RSUs, 599,887 Class B shares held indirectly by Marilyn E. Coors, as Trustee of various Peter H. Coors Grantor Retained Annuity Trusts and 68,126 shares held by the Peter H. Coors Revocable Trust dtd 8/7/2008. If Mr. Coors were to be attributed beneficial ownership of the Class A shares held by ACC, he would beneficially own 46.24% of the Class A common stock.

(7)                     Mr. Molson’s Class A holdings include 1,857,476 Class A shares (or shares directly exchangeable for Class A shares) owned by Pentland as described in the table above, 667,058 Class A shares (or shares directly exchangeable for Class A shares) owned by 4280661 (which is wholly-owned by Pentland), and 50,400 Class A shares (or shares directly exchangeable for Class A shares) owned by The Molson Foundation.  Mr. Molson is the President of Pentland.  Mr. Molson is the President of The Molson Foundation, although Mr. Molson disclaims beneficial ownership of these shares.  Mr. Molson’s Class B holdings include 3,000

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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, and 2,329,920 Class B shares (or shares exchangeable for Class B shares) owned by The Molson Foundation (of which Mr. Molson disclaims beneficial ownership).  The shares owned by Pentland and 4280661 are included as a result of arrangements under the Amended and Restated Stockholders Agreement dated as of February 9, 2005, between Lincolnshire Holdings Limited, Nooya Investments Limited, Pentland, 4280661, Eric Molson and Stephen Molson, with respect to the securities held by, and governance of, Pentland.  The address for Mr. Molson is c/o RES PUBLICA Consulting Group, 2001 McGill College Avenue, Suite 800, Montréal, Québec H3A 1G1  The address for The Molson Foundation is 1555 Notre Dame Street East, Montréal, Québec, Canada H2L 2R5.

(8)                     This information is derived exclusively from Schedule 13G filed by The Vanguard Group with the SEC on February 13, 2013 reporting on beneficial ownership as of December 31, 2012. The address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355.

(9)                     Includes 814 Current Options,12,375 DSUs and 28,838 shares directly exchangeable for Class B shares.

(10)              Ms. Coors Ficeli’s holdings do not include 2,520,000 Class A shares, nor 12,071,422 Class B shares owned by ACC as described in the table above, and as to all of which Ms. Coors Ficeli disclaims beneficial ownership. Ms. Coors Ficeli is a director of ACC. This number includes 3,600 Current Options. 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 and 6.83% of the Class B common stock.

(11)              Consists of 1,346 DSUs.

(12)              Includes 4,000 Current Options and 11,269 DSUs.

(13)              Includes 8,000 Current Options and 12,881 DSUs.

(14)              Mr. Molson’s Class A holdings include 372 Class A shares indirectly held in a retirement savings plan, and 50,400 Class A shares (or shares directly exchangeable for Class A shares) owned by The Molson Foundation.  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, 17,616 Current Options, and 2,329,920 Class B shares (or shares directly exchangeable for Class B shares) owned by The Molson Foundation.  Mr. Molson is a member of The Molson Foundation, and disclaims beneficial ownership of its shares.

(15)              Includes 2,448 Current Options, 13,585 DSUs and 16,560 shares directly exchangeable for Class B shares.

(16)              Includes 636,865 Current Options and 86,973 unvested RSUs.

(17)              Consists of 1,346 DSUs.

(18)              Includes 176,824 Current Options.

(19)              Includes 194,161 Current Options.

(20)            Includes 294,051 Current Options.

(21)              Includes unvested RSUs for Messrs. Coors and Swinburn, all DSUs and all Current Options, referenced in the footnotes above, and for all executive officers not presented in the table, as if all DSUs had vested, and all Current Options had been exercised, and as if all resulting shares were voted as a group.

MANAGEMENT

Executive Officers

The following persons, as of April 1, 2013, hold the executive officer positions at Molson Coors set forth opposite their names:

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COMPENSATION DISCUSSION AND ANALYSIS

Introduction

Our Compensation Discussion and Analysis (CD&A) is organized to describe our executive compensation program in the context of how our Company has performed, and how the Compensation Committee of the Board of Directors considers that performance in governing the Company’s pay practices.  This discussion focuses on the compensation program provided to our Named Executive Officers (NEOs), who were:

·                  Peter Swinburn, President and Chief Executive Officer, Molson Coors Brewing Company; Director, MillerCoors

·                  Gavin Hattersley, Global Chief Financial Officer; Director, MillerCoors

·                  Stewart Glendinning, President and Chief Executive Officer, MCBC UK and former Global Chief Financial Officer; Director, MillerCoors

·                  Peter H. Coors, Vice Chairman of the Board of Molson Coors; Chairman of the Board of MillerCoors

·                  Samuel Walker, Global Chief People and Legal Officer; Managing Director, MillerCoors

·                  Mark Hunter,  President and Chief Executive Officer, Molson Coors Central Europe

In June 2012 Gavin Hattersley became our Global Chief Financial Officer, and Stewart Glendinning, who previously held that job, became President and Chief Executive Officer, Molson Coors UK.  Also in June 2012, Mark Hunter became Chief Executive Officer, Molson Coors Central Europe.  He had previously served as President and Chief Executive Officer, Molson Coors UK.

Executive Summary

Connecting Compensation to Strategy

Our strategy drives our compensation and the choices we make as a business.  Our strategic objective is to be a top global brewer, achieved by challenging the expected to deliver extraordinary brands that delight the world’s beer drinkers.  Our majority-independent board and entirely-independent Compensation Committee have worked harmoniously with the family directors to advance this strategy. From a compensation point of view, this means designing programs that motivate the Company’s management team to deliver total shareholder return in the short term and our strategy in the medium term.  This is what we aim to do.

Connecting Compensation to Performance

While 2012 was a challenging year for our industry, we acquired new business in Central Europe that helps to increase the Company’s exposure to growth markets.  Here are some 2012 highlights:

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2012 financial highlights of each achievement level include:

·                  Net sales: $3,916.5 million, +11.4%

·                  Considered EPS: $3.99 (as defined in the long-term incentive plan description on page 33)

·                  Underlying EPS: $3.91

·                  Income from continuing operations before income taxes: $592.1 million, -23.5%

·                  Net income from continuing operations: $441.5 million, -34.5% ($2.43 per diluted share)

·                  Underlying after-tax income: $710.5 million, +1.3%

·                  Worldwide beer volume: 55.1 million hectoliters, +13.9%

·                  Net cash provided by operating activities: $983.7 million, +13.3%

·                  Underlying free cash flow: $864.7 million, +39.8%

·                  Total shareholder return: +1%

A reconciliation of non-GAAP results to the nearest U.S. GAAP measure can be found in our annual report on Form 10-K on pages 30, 31 and 50.  Income from continuing operations before income taxes and underlying pre-tax income are shown at a segment level on pages 34, 37, 39, 42, 44 and 46 of our Form 10-K.

Looking historically at our CEO’s Summary Compensation Table pay relative to the performance of our incentive plan metrics, including 2012 results, shows that pay and performance align.  Results in 2011 included a 53rd week, as discussed in the Company’s financial statements.

CEO Pay Versus Performance: A Strong Correlation

Definitions of Pre-Tax Income and Revenue can be found under the heading Annual Molson Coors Incentive Plan in the section Components of Executive Compensation.  Revenue was added as a metric to the Molson Coors Incentive Plan in 2012.  The Definition of Considered EPS can be found under the heading Long-Term Incentives: PUs in the section Components of Executive Compensation.  CEO Pay is contained in the Summary Compensation Table.

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Comparing our CEO’s realizable pay (defined as TDC, or total direct compensation) for fiscal years 2009 through 2011 (the most recent years available for our peer group) relative to our Company’s peer group performance also shows alignment (see the following table).

Realizable CEO Pay for Performance versus Peer Groups: A Strong Correlation

Realizable pay from 2009 through 2011 includes base salary, non-equity incentive plan payments, stock options valued at fiscal year-end 2011, RSUs valued at the share price at fiscal year-end 2011, actual values for completed cycles of performance units and projected payouts for performance units as of fiscal year-end 2011.  Because most of our CEO’s pay is performance-based and tied to the performance of our stock, 2012 also showed a strong correlation between realizable pay and performance.  We met some but not all of our targets, and realizable CEO compensation went down.

Impact of Performance on Executive Pay Programs

Our executive compensation program is designed to reward the executive team for performance.  Going into 2012, our programs featured:

Overall, 2012 business results were below the expectations we set for the Company. Thus, our executive compensation for 2012 was generally below target levels.  Below is a summary of the key components of our CEO’s compensation.

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CEO PAY ACTIONS BASED ON 2012 PERFORMANCE

In addition, key executive pay program governance enhancements were decided as outlined below.

KEY GOVERNANCE ENHANCEMENTS TO OUR EXECUTIVE COMPENSATION PROGRAM

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Executive Compensation Philosophy and Positioning

Our executive compensation program seeks to establish compensation levels that will give our Company an advantage in acquiring the senior leadership necessary to make Molson Coors successful in achieving its business initiatives. As such, the Compensation Committee (Committee) reviews these principles regularly to ensure that they support our global growth and other strategic objectives.  Incentive plan metrics are reviewed against Board-approved business and financial plans. Our objective is for our executive compensation programs to be consistent with competitive practice in an ever-changing marketplace.  In setting those compensation levels we use the following principles:

Competitive Programs

We measure the competitiveness of our program against our peer group and comparable industry data.

Pay for Performance

We pay for performance. Within our global total rewards strategy, the percentage of at-risk performance-based pay increases with responsibility. Consistent with our pay philosophy and the compensation structure at our peer companies, our NEOs annual total direct compensation is structured so that 71% to 82% is annual and long-term incentive compensation (see the charts following this section). Annual incentive and long-term awards are based on important financial measures (pre-tax earnings, revenue growth, considered earnings per share and TSR) and on the value of our Class B common stock. Combined, these help us drive and reward the performance of Molson Coors, our business units and our people.  This mix of fixed and variable, annual and long-term incentive compensation motivates and rewards both short-term performance toward designated financial objectives and longer-term strategic performance. This design motivates behaviors to increase shareholder value. When shareholder value does not increase, our incentive programs are designed in a way to reduce executive compensation.

Market Competitive

We have one global process for setting base salaries, annual incentive opportunities and long-term incentive grant values for our NEOs and other top executives, but we generally set benefits and perquisites on the basis of home country practice and law.

In considering our Company’s size, we include our pro rata share of the MillerCoors joint venture revenue and market capitalization. MillerCoors is a joint venture in which we combined our highly-profitable U.S. business, Coors Brewing Company, with Miller Brewing Company in 2008.  MillerCoors is a hands-on business for us.

The Molson Coors executive team shapes and closely oversees the strategy and operations of MillerCoors.  Key examples of this include: five Molson Coors executives serve on the MillerCoors Board of Directors (out of a total of ten seats); single brand and innovation council advances the global brand identity of key joint venture brands such as Coors Light; we share talent across the organizations; and Pete Coors, the Vice Chairman of our Board, serves as Chairman of the Board of MillerCoors.

Each year, the Committee reviews the competitiveness of our compensation program.  For 2012 the Committee used 17 peer group companies and other consumer products industry data to assess the competitive levels for each of the elements of total direct compensation (base salary, annual incentive and long-term incentives) and when appropriate, perquisites and executive benefits.  Our peer group consisted of the companies listed below.  The Compensation Committee selected this peer group based on the following similarities:

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The one modification to the peer group from 2011 was to remove Del Monte Foods because they were sold to private ownership.

Focus on Short and Long-Term Interests

Our performance based compensation uses a diverse set of metrics.  We seek to drive appropriate behavior and balance between short and long-term business results.

Opportunity

We facilitate cross-border mobility within our workforce through our compensation practices.

The table below describes the purpose of each element of our pay program, specific design criteria and targeted philosophy versus the Company’s peer group.

(1)         Mr. Swinburn’s base salary assessment includes consideration of the value to Mr. Swinburn of annual trips to the U.K. he receives and are further described on page 45 of the Summary Compensation Table section.

(2)         In 2012, NEO targets, except for Mr. Coors, were reduced to below median given historical performance.  In 2013, the Committee adopted a median target level approach for annual incentives.