Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of ~~Contents~~

1934 (Amendment No. )

~~UNITED STATES~~
~~SECURITIES AND EXCHANGE COMMISSION~~
~~Washington, D.C. 20549~~

~~SCHEDULE 14A~~

~~Proxy Statement Pursuant to Section 14(a) of~~ ~~the Securities Exchange Act of 1934 (Amendment No. )~~

Filed by the Registrant xý

Filed by a Party other than the Registranto

Check the appropriate box:
o
o		Preliminary Proxy Statement
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o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x
ý		Definitive Proxy Statement
o
o		Definitive Additional Materials
o
o		Soliciting Material under §240.14a-12



MOLSON COORS BREWING COMPANY
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
x ý		No fee required.
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	~~(1)~~	(1	)	Title of each class of securities to which transaction applies:

(2	~~(2)~~ )		Aggregate number of securities to which transaction applies:

(3	~~(3)~~ )		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4	~~(4)~~ )		Proposed maximum aggregate value of transaction: ��

(5	~~(5)~~ )		Total fee paid:
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o	Fee paid previously with preliminary materials.
o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	~~(1)~~	(1	)	Amount Previously Paid:

(2	~~(2)~~ )		Form, Schedule or Registration Statement No.:
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(4	)
	~~(4)~~	Date Filed:

Notice of 2016 Annual Meeting of Stockholders and Proxy Statement

Wednesday, May 25, 2016

11:00 a.m., Mountain Daylight Time

Ritz-Carlton Hotel, 1881 Curtis Street, Denver, Colorado 80202

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1801 California Street Suite 4600 Denver, CO 80202, USA		1555 Notre Dame Street East Montréal, Québec, Canada H2L 2R5

April 15, 2016

Dear Fellow Molson Coors Brewing Company Stockholders,

~~Table of Contents~~

~~MOLSON COORS BREWING COMPANY~~

~~NOTICE OF ANNUAL MEETING OF STOCKHOLDERS~~

~~May 29, 2013~~

~~The~~You are invited to attend our 2016 Annual Meeting of Stockholders of(Annual Meeting), which will be held on Wednesday, May 25, 2016, at 11:00 a.m., Mountain Daylight Time, at the Ritz-Carlton Hotel, 1881 Curtis Street, Denver, Colorado 80202. Molson Coors Brewing Company ~~will be held at 11:00 a.m. (local time) on May 29, 2013, at~~(Molson Coors, the ~~Company’s Montréal brewery located at 1670 Notre Dame Street East,~~Company, we, us or our) alternates its annual meetings between its two principal executive offices in Montréal, Québec, ~~Canada H2L 2R4, for~~and Denver, Colorado. This year, we are pleased to return to Colorado, the ~~following purposes:~~home of the original Coors brewery

~~(1)~~.To

At the Annual Meeting, we will ask our stockholders to elect ~~14 directors;~~

~~(2)~~Toour Board of Directors (the Board), provide their advisory approval of our executive compensation, and 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,~~31, 2016. We will also review the ~~compensation~~Company's progress during the past year and discuss any new business matters properly brought before the meeting. The attached 2016 Notice of Annual Meeting and Proxy Statement explains our voting procedures, describes the business we will conduct at the Annual Meeting, and provides information about the Company that you should consider when you vote your shares.

Company Performance¹

The most important strategic development for Molson Coors in 2015 was the definitive agreement we reached late in the year to purchase the 58% of MillerCoors that we do not currently own, along with the international rights to the Miller brands. This is a game-changing transaction for the Company, that we believe is compelling both financially and strategically. In January, we conducted a common stock offering that will fund just over 20% of the ~~Company’s named executive officers;~~total purchase price and helps us to maintain investment grade ratings on our debt. We plan to fund the balance of the purchase price with new debt and cash on hand. We have a dedicated team working toward completion of the pending transaction, which is currently expected in the 2

~~(4)~~^nd half of 2016. Meanwhile, the rest of our organization remains absolutely focused on growing our existing business and brands, as well as delivering total returns to our shareholders.

With regard to business performance, we exceeded our targets for cash generation and cost savings and expanded underlying gross and pretax margins globally. We grew our above premium business globally, including craft, flavored malt beverages (FMBs) and cider; we gained share of the key premium light segment in the U.S.; and accelerated the growth of our International business, including a bolt-on acquisition in the fast-growing India market. We continued to focus on building a stronger brand portfolio, delivering value-added innovation, strengthening our core brand positions through incremental marketing investments, and continuing to premiumize our portfolio. We began to see the benefits flow to our top-line performance as the year progressed. For example, Coors Light and Miller Lite both gained share of the premium light segment in the U.S. in the last three quarters of 2015, and Coors Light grew 0.3% globally and more than 15% in our Europe and International markets for the full year. In constant currency, we achieved positive net pricing globally, as well as in most of our major markets. These achievements are



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against a backdrop of a continued difficult economy and competitive pressures, along with significant unfavorable foreign currency movements and the termination of major business contracts, as we highlighted throughout last year.

Our focus on growing our above-premium segment continued in 2015 as we completed the acquisition of Saint Archer in the U.S., the Rekorderlig ~~To approve an amendment~~cider brand distribution rights in the U.K. and Ireland, and repatriated the rights to Staropramenin the U.K. We also expanded our global footprint and accelerated the growth of our International business through the acquisition of Mount Shivalik Breweries in India and our recent entrance into the Colombian beer market. Our craft portfolio drove growth from Doom Bar in the U.K., Granville Island in Canada, and Blue Moon in the U.S. and U.K. Our emerging cider portfolio delivered strong growth, led by Carling British Cider in Europe, Molson Canadian Cider and Strongbow in Canada and Smith & Forge Hard Cider in the U.S.

We also used our Profit After Capital Charge (PACC) model as the key driver for our cash and capital allocation decisions. As a result, we drove additional working capital improvements. PACC informed our approach to the ~~Company’s Restated Certificate of Incorporation to provide that~~MillerCoors acquisition, along with the ~~holders~~Mount Shivalik, Staropramen U.K. and Rekorderlig transactions, and the restructure of our ~~Class A~~China business last year.

Additionally, we continued to transform and strengthen our business through improvements to our sales execution and revenue management capabilities, increased efficiency of our operations, and implementing common global systems. To ensure that our supply chain is fit for future, we closed two bottling lines and completed or announced plans to close four breweries across the Company, along with the planned recapitalization of our Vancouver brewery. We exceeded our cost-reduction goal of $40 to $60 million in Molson Coors by delivering almost $65 million of savings in 2015. In addition, MillerCoors achieved $88 million of cost reductions in 2015, of which our share was $37 million.

In performance headlines for 2015:

We delivered $1.33 billion of underlying Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), and $700.4 million of underlying after-tax income, or $3.76 per diluted share. Underlying after-tax income declined 8.9% from a year ago.

Foreign currency movements and terminated contracts drove the entire decline in both underlying pretax and post-tax income in 2015. Foreign currency impacted earnings by more than $64 million in 2015, while the termination of our Miller brands contract in Canada, and our Modelo brands and Heineken brewing contracts in the U.K, drove an additional negative impact of approximately $40 million.

We expanded our PACC model deeper into the Company: Earn More, Use Less and Invest Wisely is now a common mantra throughout Molson Coors.

Net sales for the year declined 2.2% in constant currency, driven by the effect of terminated contracts.

Strong volume performance in Europe and International helped to grow overall worldwide Coors Light volumes for the year.

Our overall profit and cash performance, along with the potential of the MillerCoors transaction, helped to drive a positive total shareholder return (TAP stock price, plus dividends) of nearly 29% in 2015, which is well above the 1% increase in the total return for the S&P 500 Index last year.

Good corporate citizenship is another key priority at Molson Coors. As brewers, we have a unique responsibility because we make a product that should be enjoyed by legal-drinking-age adults. We have a long tradition of actively engaging in our communities and ~~Class B common stock shall~~continuously improving our operational performance. We also foster an environment where people are proud to work. The Board is committed



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to seeing that we continue to live up to these responsibilities (Our Beer Print). Our Beer Print recognizes and promotes our positive impact on our communities, people and the environment. From 2008-2015, we reduced costs related to waste fees and taxes, lowered energy and water usage, and increased sales of materials that would otherwise have been discarded. This not only contributed substantially to cost savings, but it is also the kind of effort that resulted in us being recognized by the Dow Jones Sustainability Index for the past five years, including two years as the Global Beverage Sector Leader (among much larger brewers and other beverage companies). As one specific milestone, all of our major breweries in the U.S. are now landfill-free.

In 2016, we will have a relentless focus on delighting our consumers and our customers to ensure we are the First Choice brewer in the geographies and segments in which we operate. Through 2016 and beyond, the management team will continue to drive our strategy of building a stronger brand portfolio that is delivering value-added innovation, strengthening our core brand positions, and increasing our share in the above premium, FMB, craft and cider segments. The team intends to do this while ensuring that we have a fit for purpose cost base and a deeply embedded, PACC-led capital allocation approach.

The Annual Meeting

We hope you will be able to attend the Annual Meeting. Whether or not you plan to attend, your vote ~~together~~is important to us. We urge you to review our proxy materials and promptly cast your vote by telephone, via 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 personally attend.

Thank you for your support of Molson Coors.

Sincerely,



Geoffrey E. Molson Chairman of the Board		Peter H. Coors Vice Chairman of the Board

1 The Company calculates non-GAAP underlying after-tax income and underlying EBITDA by excluding special and other non-core items from the nearest U.S. GAAP performance measure which is net income from continuing operations attributable to the Company for both underlying after-tax income and underlying EBITDA. Constant currency is a non-GAAP financial measure which restates 2015 results using 2014 average foreign exchange rates to enhance the visibility of the underlying business trends by excluding the impact of foreign currency fluctuations. Our management uses underlying after-tax income, underlying after-tax income per diluted share, underlying EBITDA and constant currency as measures of operating performance to assist in comparing performance from period-to-period on a consistent basis; as a ~~single class,~~measure for planning and forecasting overall expectations and for evaluating actual results against such expectations; in communications with the Board, stockholders, analysts and investors concerning our financial performance; as useful comparisons to the performance of our competitors; and as metrics of certain management incentive compensation calculations. We have provided reconciliations of all non-GAAP measures to their nearest U.S. GAAP measure and have consistently applied the adjustments within our reconciliations in arriving at each non-GAAP measure in our Annual Report on ~~an advisory basis, on any proposal to approve~~Form 10-K for the ~~compensation~~fiscal year ended December 31, 2015 (see page 37 of the ~~Company’s named executive officers presented at any annual meeting~~Form 10-K for a reconciliation of ~~stockholders~~underlying after-tax income to its nearest U.S. GAAP measure; and page 39 of the Form 10-K for a reconciliation of underlying EBITDA to its nearest GAAP measure).



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TABLE OF CONTENTS



KEY TERMS		viii
2016 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS		x
PROXY STATEMENT		xi
PROXY SUMMARY		1
Corporate Governance Highlights		1
Voting Matters and Board Recommendations		1
Proposal No. 1 — Election of Directors		2
2016 Nominees for Class A Directors		2
2016 Nominees for Class B Directors		2
Proposal No. 2 — Advisory Vote to Approve Named Executive Officer Compensation (The Advisory Say-On-Pay Vote)		3
Proposal No. 3 — Ratify Appointment of Independent Registered Public Accounting Firm		4
QUESTIONS AND ANSWERS		5
Proxy Materials and Voting Information		5
Common Stock and Exchangeable Shares		11
Board Communications, Stockholder Proposals and Company Documents		14
PROPOSAL NO. 1 — ELECTION OF DIRECTORS		16
2016 Nominees for Class A Directors		17
2016 Nominees for Class B Directors		22
Director Experience		24
Position of Director Emeritus		25
Family Relationship Disclosure		25
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		26
Corporate Responsibility, Corporate Governance Guidelines and Code of Business Conduct		26
Corporate Responsibility		26
Corporate Governance Guidelines		27
Code of Business Conduct		27
Board and Committee Governance		27
Board Leadership Structure		27
Board Size		28
Board's Role in Risk Oversight		28
Nomination of Directors		29
Board Vacancies		29
Qualifications of Director Nominees		30
Candidates Recommended by Stockholders		30
Director Independence		31
Director Independence Standards		31
Board Committees		32



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Audit Committee		33
Compensation Committee		33
Finance Committee		34
Nominating Committee		35
Directors' Attendance		36
Board and Committee Self-Assessments		36
Executive Sessions of Non-Employee and Independent Directors		36
Certain Governance Policies		36
Hedging, Pledging and Short Sale Policies		36
Clawback Policy		36
Stockholder Engagement		37
DIRECTOR COMPENSATION		38
General		38
2015 Compensation		38
Director Stockholding Requirements		38
Director Compensation Table		39
RELATED PERSON TRANSACTIONS		41
Approval of Related Person Transactions		41
Certain Related Person Transactions		41
MANAGEMENT		43
Executive Officers		43
PROPOSAL NO. 2 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION (THE ADVISORY SAY-ON-PAY VOTE)		47
COMPENSATION DISCUSSION AND ANALYSIS		48
Introduction		48
Executive Summary		48
Connecting Compensation to Strategy		48
Connecting Compensation to Performance		48
CEO Pay Actions		54
Executive Compensation Governance Best Practices		54
Executive Compensation Philosophy and Positioning		55
Pay for Performance Compensation Mix		55
Market Competitive		56
Opportunity		58
Oversight of Executive Compensation Programs		59
Roles and Responsibilities		59
Components of Executive Compensation and 2015 Executive Pay Program Outcomes		61
Base Salary		61
Base Salary Actions		61
Short-Term Incentives in 2015		61



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Annual Incentive Results		62
Long-Term Incentives in 2015		63
Long-Term Incentive Results		66
Perquisites		66
International Assignments		67
Retirement and Other Post-Termination Benefits		67
Additional Information Regarding Executive Pay Programs		68
Governance of Equity Grant Process		68
Employment Agreements and Letters		68
Stock Ownership Guidelines		68
Recovery of Awards		69
Compliance with Section 162(m) of the Code		69
Independence of the Compensation Consultant to the Compensation Committee		69
Response to Advisory Say-On-Pay Vote		70
COMPENSATION COMMITTEE REPORT		70
EXECUTIVE COMPENSATION		71
Summary Compensation Table		71
Stock Awards		72
Option Awards		72
Non-Equity Incentive Plan Compensation		72
Change in Pension Value and Non-Qualified Deferred Compensation Earnings		72
All Other Compensation		73
Perquisites and Other Personal Benefits		73
Additional All Other Compensation		74
Grants of Plan Based Awards For 2015		76
Estimated Future Payouts under Non-Equity Incentive Plan Awards		77
Estimated Future Payouts under Equity Incentive Plan Awards		77
All Other Stock Awards; Number of Shares or Stock Units		77
All Other Option Awards (Stock Options)		77
Annual Incentives		77
Long-Term Incentives		77
Outstanding Equity Awards at Fiscal Year-End		79
Option Exercises and Stock Vested		81
Pension Benefits		82
U.S. Pension		82
U.K. Pension		82
Non-Qualified Deferred Compensation		83
The Supplemental Thrift Plan for U.S. Participants		83
Additional Deferred Compensation Plans		84



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		\| 2016 Proxy Statement \| vii

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KEY TERMS



Annual Meeting	2016 Annual Meeting of Stockholders
Annual Report or Form 10-K	Annual Report on Form 10-K for the fiscal year ended December 31, 2015
Board	Board of Directors of the Company
Broadridge	Broadridge Financial Services Inc.
Broker	Your bank, broker or other nominee, to the extent you hold shares as a beneficial stockholder
Bylaws	Third Amended and Restated Bylaws of the Company
CAD	Canadian Dollar
Canadian Retirement Plan	Molson Canada Pension Plan for Salaried Employees
CD&A	Compensation Discussion and Analysis
CEO	Chief Executive Officer of the Company
CFO	Chief Financial Officer of the Company
Chairman	Chairman of the Board of the Company
CIC Program	Change in Control Program
Class A common stock	Class A common stock, par value $0.01 per share, of the Company
Class A exchangeable shares	Class A exchangeable shares of Exchangeco
Class B common stock	Class B common stock, par value $0.01 per share, of the Company
Class B exchangeable shares	Class B exchangeable stock of Exchangeco
COBRA	Consolidated Omnibus Budget Reconciliation Act
Code	Internal Revenue Code of 1986, as amended
Compensation Committee	Compensation and Human Resources Committee
Considered EPS	Underlying Considered Earnings Per Share
Coors Trust	Adolph Coors Company, LLC, the trust holding company of the Adolph Coors Jr. Trust
CST	CST Trust Company
Computershare	Computershare Trust Company, N.A.
DC SERP	Defined Contribution Supplemental Executive Retirement Plan
DGCL	Delaware General Corporation Law, as amended
Directors' Stock Plan	Company's director stock plan
Dodd-Frank	Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended
DSUs	Deferred Stock Units
EBITDA	Earnings Before Interest, Taxes, Depreciation and Amortization
EFRBS	Employer Financed Retirement Benefit Scheme
ERM Program	Enterprise Risk Management Program
Exchange Act	The Securities Exchange Act of 1934, as amended
Exchangeco	Molson Coors Canada Inc., a Canadian corporation and a wholly-owned indirect subsidiary of the Company
FASB	Financial Accounting Standards Board
FASB Topic 718	FASB Accounting Standards Codification 718, Compensation-Stock Compensation



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GAAP	Generally Accepted Accounting Principles in United States of America
GBP	British Pound or Great Britain Pound
Global Mobile Workers Policy	Collectively, the Molson Coors Relocation, Senior Mobile Workers and International Policies of the Company
HMRC	Her Majesty's Revenue & Customs
HLs	Hectoliters
IDCP	Individual Deferred Compensation Plan of the Company
Incentive Plan	The Company's Incentive Compensation Plan
IRS	Internal Revenue Service
LTIP	Long-Term Incentive Program of the Company
MCI	Coors Brewing Company d/b/a Molson Coors International
MCIP	Molson Coors Incentive Plan
MillerCoors	MillerCoors LLC
MillerCoors Plan	MillerCoors Savings and Investment Plan
Molson Coors, the Company, we, us or our	Molson Coors Brewing Company and its consolidated subsidiaries
NEO(s)	Named Executive Officer(s) of the Company
NSR	Net Sales Revenue
NYSE	New York Stock Exchange
PACC	Profit After Capital Charge
Pay Governance or the Compensation Consultant	Pay Governance LLC
PCAOB	Public Company Accounting Oversight Board
Pentland	Pentland Securities (1981) Inc.
PSUs or Performance Equity	Performance Stock Units
PUs	Performance Units
PwC	PricewaterhouseCoopers LLP
Record Date	March 31, 2016 the record date for the Annual Meeting
Relative TSR	Company's Total Shareholder Return Percentile Relative to the S&P 500
Restated Certificate of Incorporation	Restated Certificate of Incorporation of the Company, as amended
RSUs	Restricted Stock Units
SABMiller	SABMiller plc
SEC	Securities and Exchange Commission
SERP	Supplemental Executive Retirement Plan of the Company
Severance Pay Plan	The Company's Severance Pay Plans
SOSARs	Stock Only Stock Appreciation Rights
Special Class A voting stock	Special Class A voting stock, par value $0.01 per share, of the Company
Special Class B voting stock	Special Class B voting stock, par value $0.01 per share, of the Company
Supplemental Thrift Plan	Molson Coors Supplemental Savings and Investment Plan
Thrift Plan	Molson Coors Brewing Company Savings and Investment Plan
TSR	Total Shareholder Return
TSX	Toronto Stock Exchange



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2016 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Wednesday, May 25, 2016, 11:00 a.m., Mountain Daylight Time

Ritz-Carlton Hotel, 1881 Curtis Street, Denver, Colorado 80202

The Annual Meeting of Molson Coors will be held ~~after January 1, 2014; and~~

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



	Proposal One.		To elect the 14 director nominees identified in the accompanying Proxy Statement.
	Proposal Two.		To approve, on an advisory basis, the compensation of the Company's named executive officers.
	Proposal Three.		To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.
	To transact such other business as may be brought properly before the meeting and any and all adjournments or postponements thereof.

Record Date. In accordance with the ~~bylaws~~Company's Bylaws and action of the Board, ~~of Directors,~~ stockholders of record at the close of business on ~~April 1, 2013~~March 31, 2016 are entitled to receive notice of the ~~meeting,~~Annual Meeting and to vote at the ~~meeting~~Annual Meeting and any and all adjournments or postponements thereof.

Notice of Internet Availability of Proxy Materials. On or about April 15, 2016, 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.~~online. Our ~~proxy statement~~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.

Proxy Voting. 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~~via 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 personally 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~~"Questions and ~~Answers about the Annual Meeting and Voting.”~~

Answers" of our Proxy Statement.

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

By order of the Board, Molson Coors Brewing Company

~~By order of the Board of Directors,~~

E. Lee Reichert

Deputy General Counsel and Secretary

April 15, 2016




~~Samuel D. Walker~~
~~Chief People and Legal Officer and Corporate Secretary~~

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PROXY STATEMENT

~~This proxy statement~~The Board of Molson Coors is ~~furnished~~furnishing this Proxy Statement 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)~~, Mountain Daylight Time, on Wednesday, May ~~29, 2013~~25, 2016, at the ~~Company’s Montréal brewery located~~Ritz-Carlton Hotel, 1881 Curtis Street, Denver, Colorado 80202. The proxies may also be voted 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~~1801 California Street, Suite ~~3200,~~4600, Denver, Colorado, USA 80202 and 1555 Notre Dame Street East, Montréal, Québec, Canada H2L ~~2R5.~~

2R5 (each a Principal Executive Office and, collectively, the Principal Executive Offices).

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~~15, 2016.

Advanced Voting Methods

Even if you plan to attend the Annual Meeting in person, please vote right away using one of ~~Stockholders~~the following voting methods (see Question 6 of our section entitled "Questions and Answers" of our Proxy Statement for additional details). Make sure to have your proxy/voting instruction card in hand and follow the instructions.

You can vote in advance in one of the following three ways:



	VIA THE INTERNETVisit the website listed on your proxy card
	BY TELEPHONE Call the telephone number listed on your proxy card
	BY MAILSign, date and return your proxy card in the enclosed envelope

All properly executed proxies delivered by mail, and all properly completed proxies submitted via the Internet or by telephone that are delivered pursuant to this solicitation, will be ~~held on May 29, 2013:~~voted at the ~~Notice of~~ Annual Meeting ~~this~~in accordance with the directions given in the proxy, ~~statement, and~~unless the proxy is revoked prior to completion of voting at the Annual ~~Report on Form 10-K for the fiscal year ended December 29, 2012 are available at~~ ~~www.proxyvote.com~~.

Meeting.



	IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 25, 2016


	The Notice of Annual Meeting, this Proxy Statement and the Annual Report are available at www.proxyvote.com.



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ProxySummary

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Key Terms~~TABLE OF CONTENTS~~

PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting.

~~QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING~~	1

Corporate Governance Highlights - Page ~~PROPOSAL NO.~~26

Molson Coors is committed to strong corporate governance, corporate responsibility and the accountability of our Board and our senior management team to the Company's stockholders. Highlights of our corporate governance program include:

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

Separate CEO and the Chairman;

Annual advisory say-on-pay vote for all stockholders;

Executive sessions of independent directors generally at each regularly scheduled Board and Committee meeting;

Annual election of all directors;

Independent Audit, Compensation and Finance Committees;

Active stockholder engagement;

Significant director and executive officer stock holding requirements;

Regular Board and Committee self-evaluations;

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

Clawback policy (including enhancements made in 2015); and

Majority of independent directors.

Voting Matters and Board Recommendations



Management Proposal	Recommendation	Page of Proxy
Election of 14 director nominees (Proposal No. 1)	FOR all director nominees	16
Advisory Approval of Executive Compensation (Proposal No. 2)	FOR	47
Ratification of appointment of PriceWaterhouseCoopers LLP as our independent registered public accounting firm (Proposal No. 3)	FOR	90



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Proposal No. 1 — ~~ELECTION OF DIRECTORS~~Election of Directors - Page 16

2016 Nominees for Class A Directors



Name	Age¹	Director Since	Primary Occupation	Committee Memberships	Independent
Peter H. Coors	69	2005	Chairman of the Board, MillerCoors LLC	Nominating	NO
Peter J. Coors	39	2015	Brewery Manager (Shenandoah Brewery), MillerCoors LLC	Nominating	NO
Betty K. DeVita	55	N/A	Chief Commercial Officer, MasterCard Labs, MasterCard Inc.	None	YES
Mary Lynn Ferguson-McHugh	56	2015	Group President, Global Family Care & P&G Ventures, Proctor & Gamble Co.	Compensation	YES
Franklin W. Hobbs	68	2005	Advisor, One Equity Partners	Audit; Finance	YES
Mark R. Hunter	53	2015	President and Chief Executive Officer, Molson Coors	None	NO
Andrew T. Molson	48	2005	Partner and Chairman, RES PUBLICA Consulting Group	Nominating	NO
Geoffrey E. Molson	45	2009	Owner, President and Chief Executive Officer, CH Group Limited Partnership	Nominating	NO
Iain J.G. Napier	66	2008	Chairman, John Menzies plc Chairman, McBride plc	Audit; Finance	YES
Douglas D. Tough	66	2012	Director of Reckitt Benckiser Group plc	Compensation	YES
Louis Vachon	53	2012	President and Chief Executive Officer, National Bank of Canada	Finance	YES

2016 Nominees for Class B Directors



Name	Age¹	Director Since	Primary Occupation	Committee Memberships	Independent
Roger G. Eaton	54	2012	Chief Executive Officer of KFC, a division of Yum! Brands, Inc.	Audit	YES
Charles M. Herington	56	2005	Vice Chairman and Executive Vice President, Zumba Fitness, LLC	Audit	YES
H. Sanford Riley	65	2005	President and Chief Executive Officer, Richardson Financial Group Limited	Nominating; Compensation	YES

1 Age as of the Record Date (March 31, 2016).

6

~~CLASS A DIRECTORS~~The Board, the Nominating Committee or the relevant Nominating Subcommittee recommends a vote FOReach of the persons listed above, and executed proxies that are returned will be so voted unless otherwise instructed.

6

~~CLASS B DIRECTORS~~	10	\| 2016 Proxy Statement \| 2

ProxySummary

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Proposal No. 2 — Advisory Vote to Approve Named Executive Officer Compensation (The Advisory Say-On-Pay Vote) - Page ~~BOARD OF DIRECTORS AND CORPORATE GOVERNANCE~~47

Our strategic objective is to delight the world's beer drinkers, achieved by being the first choice for consumers and customers in the geographies and segments in which we operate. Our strategy drives our compensation and the choices we make as a business. Our majority-independent Board and entirely independent Compensation Committee work harmoniously to advance this strategy. From a compensation vantage, this means designing programs that motivate our management team to deliver TSR and implement our strategy in both the short and long term.

Our executive compensation program is designed to reward the executive team for performance. In 2015, as in prior years, our programs continue to be characterized by:

11
~~Board Leadership Structure~~	11
~~Board Size~~ Ÿ	12	Strong link between compensation and performance	Ÿ	Diverse performance metrics
~~Nomination of Directors~~ Ÿ	12	Executive compensation tally sheets	Ÿ	Diverse short- and long-term incentive vehicles
~~Board Vacancies~~ Ÿ	12	Clawback provisions (including enhancements adopted in 2015)	Ÿ	No stock option re-pricing without stockholder approval
~~Qualifications~~Ÿ		Use of ~~Director Nominees~~ peer group and comparable industry data	13 Ÿ	Few perquisites
~~Candidates Recommended by Stockholders~~ Ÿ	13	Significant executive and director stock ownership guidelines	Ÿ	Anti-pledging policy
~~Director Independence~~ Ÿ	13	No excise tax gross-ups for future executives	Ÿ	Robust anti-hedging and short sale policy
~~Executive Sessions of Non-Employee and Independent Directors~~ Ÿ	13	No excessive risk taking in our executive compensation programs
~~Corporate Responsibility, Corporate Governance Guidelines~~Ÿ		In connection with his promotion to President and ~~Code of Business Conduct~~			13 CEO in 2015, Mr. Hunter forfeited his right to receive an excise tax gross-up under the Company's CIC Program
~~Board’s Role in Risk Oversight~~ Ÿ	14	Segregation of duties between the independent Compensation Committee, the Board, the independent compensation consultant and management


~~Directors’ Attendance~~	14
The Board ~~Committees~~recommends a vote FORthe advisory vote to approve the compensation of the Company's named executive officers and executed proxies that are returned will be so voted unless otherwise instructed.

14

~~DIRECTOR COMPENSATION~~	16	\| 2016 Proxy Statement \| 3

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~~INDEPENDENCE AND RELATED PERSON TRANSACTIONS~~	18
~~Independence Determinations~~	18
~~Approval of Related Person Transactions~~	18
~~Certain Related Person Transactions~~	18

~~AUDIT COMMITTEE REPORT~~	19

~~PROPOSAL NO. 2~~Proposal No. 3 — ~~RATIFY APPOINTMENT OF AUDITORS~~	20
~~Fees~~	20
~~Pre-Approval Policy Regarding~~Ratify Appointment of Independent Registered Public Accounting Firm ~~Services~~- Page 90

On February 24, 2016, the Audit Committee approved the reappointment of PwC as our independent registered public accounting firm for the 2016 fiscal year. Our Board is asking for ratification of this appointment at the Annual Meeting by holders of the Class A common stock and Class A exchangeable shares. The following table sets forth the aggregate fees billed by PwC for professional services rendered to Molson Coors related to fiscal years 2015 and 2014. Certain fees related to the 2015 fiscal year reflect estimates, however, we do not anticipate final billings to differ significantly from amounts presented below.



	Fiscal Year
	2015	2014
	(In thousands $)
Audit Fees⁽¹⁾	3,634	4,119
Audit-Related Fees⁽²⁾	295	162
Tax Fees⁽³⁾	101	77
All Other Fees⁽⁴⁾	4	345
Total Fees⁽⁵⁾	4,034	4,703

	20
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 2015 and 2014 included in Form 10-K and the quarterly reviews of our financial statements included in Forms 10-Q.


~~PROPOSAL NO. 3 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE COMPENSATION (THE ADVISORY SAY ON PAY VOTE)~~ 2	20 Includes amounts related to pension plan audits, royalty audits, recycling audits and donation fund audits performed in Canada for fiscal years 2015 and 2014, as well as fees related to comfort letters issued in connection with a debt offering in 2015, fees related to certain acquisitions in 2015 and fees related to correspondence with the SEC in 2014.


3	Fees consist of tax compliance work and other tax services performed for fiscal years 2015 and 2014.


~~PROPOSAL NO.~~ 4 ~~—AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION~~	21 Fees incurred for assistance provided on business process improvements in Canada in 2014, as well as special tax, accounting and compensation projects in 2014 and for subscriptions provided by PwC in 2015 and 2014.


5	Fees were translated using the United States Dollars (USD) exchange rates prevailing when the fees were incurred and billed.


~~BENEFICIAL OWNERSHIP~~	22
The Board recommends a voteFORthe proposal ratifying the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year ending December 31, 2016, and executed proxies that are returned will be so voted unless otherwise instructed.

[The remainder of this page intentionally left blank.]


~~MANAGEMENT~~	24
~~Executive Officers~~	24

~~COMPENSATION DISCUSSION AND ANALYSIS~~	26
~~Introduction~~	26
~~Executive Summary~~	26
~~Connecting Compensation to Strategy~~	26
~~Connecting Compensation to Performance~~	26
~~Impact of Performance on Executive Pay Programs~~	28
~~Executive Compensation Philosophy and Positioning~~	30
~~Components of Executive Compensation~~	32
~~Base Salary~~	32
~~Annual Molson Coors Incentive Plan~~	32
~~Long-Term Incentives~~	33
~~Perquisites~~	34
~~Retirement and Other Post-Termination Benefits~~	35
~~Oversight of Executive Compensation Programs~~	36
~~2012 Executive Pay Program Outcomes~~	37
~~Base Salary Actions~~	37
~~Annual Incentive Results~~	37 \| 2016 Proxy Statement \| 4

~~iii~~

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~~Long-Term Incentive Results~~	39
~~Additional Executive Compensation Actions~~	40
~~Unique Role of Mr. Coors~~	40
~~2013 Executive Pay Program Decisions~~	40
~~Additional Information Regarding Executive Pay Programs~~	41
~~Governance of Equity Grant Process~~	41
~~Employment Agreements and Letters~~	41
~~Stock Ownership Guidelines~~	41
~~Recovery of Awards~~	42
~~Compliance with IRS Section 162(m)~~	42
~~Independence of the Compensation Consultant to the Compensation Committee~~	42

~~COMPENSATION COMMITTEE REPORT~~	43

~~EXECUTIVE COMPENSATION~~	43
~~Summary Compensation Table for 2012~~	43
~~Perquisites and Other Personal Benefits~~	45
~~Additional All Other Compensation~~	46
~~Grants of Plan Based Awards For 2012~~	47
~~Outstanding Equity Awards at Fiscal Year-End~~	50
~~Options Exercised and Stock Vested During 2012~~	52
~~2012 Pension Benefits~~	53
~~U.K. Pension~~	53
~~2012 Nonqualified Deferred Compensation~~	54
~~2012 Potential Payments upon Termination or Change in Control~~	55
~~Voluntary Separation or Retirement~~	55
~~Involuntary Termination Without Cause~~	56
~~Termination for Cause~~	56
~~Disability / Death~~	56
~~Change in Control~~	57
~~Change in Control Program~~	57
~~MATERIAL TERMS OF EMPLOYMENT AGREEMENTS~~	58
~~Coors Employment Agreement~~	58
~~Swinburn Employment Agreement~~	58
~~Glendinning Employment Agreement~~	58
~~Hunter Employment Agreement~~	58

~~COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION~~	58

~~SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~	58

~~QUESTIONS AND ANSWERS ABOUT COMMUNICATING WITH THE BOARD, STOCKHOLDER PROPOSALS AND COMPANY DOCUMENTS~~	59

~~OTHER BUSINESS~~	60

~~MOLSON COORS INDEPENDENCE STANDARDS~~	~~APPENDIX A~~

~~AMENDMENT NO. 1 TO RESTATED CERTIFICATE OF INCORPORATION~~	~~APPENDIX B~~

ivKey Terms

~~Table of Contents~~

QUESTIONS AND ANSWERS ~~ABOUT THE ANNUAL MEETING AND VOTING~~

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

Proxy Materials and Voting Information

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).~~ 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,~~Exchangeco, may exercise their voting rights with respect to ~~Molson Coors.~~

the Class A common stock and Class B common stock in which the Class A exchangeable shares and Class B exchangeable shares may be respectively exchanged. As such, holders of Class A exchangeable shares and Class B exchangeable shares are effectively entitled to vote at the Annual Meeting on an equivalent basis with holders of Class A common stock and Class B common stock through a voting trust arrangement pursuant to which the holders of such exchangeable shares can provide voting instructions in respect of their exchangeable shares to CST as trustee and registered shareholder of the Special Class A voting stock and Class B voting stock.

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~~

For more details regarding our various classes of stock, including the differences between our Class A common stock and Class B common stock and our common stock and our exchangeable shares, ~~are outstanding?~~

Atplease refer to the ~~close~~"Common Stock and Exchangeable Shares", Questions and Answers section of ~~business on April 1, 2013, the record date~~this Proxy Statement.

2. What is the Record Date for the Annual Meeting and what does it mean?

The Record Date for the Annual Meeting ~~there were outstanding~~ ~~2,556,894 shares~~is March 31, 2016. The Record Date is established by the Board as required by the DGCL and the Company's Bylaws. Owners of record 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?~~shares at the

~~The~~close of business on the Record Date are entitled to:

receive notice of the Annual Meeting; and

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

3. How many shares are outstanding?

As of the close on the Record Date, there were outstanding 2,562,594 shares of Class A common stock, and 193,792,118 shares of Class B common stock, one share of Special Class A voting stock (representing the voting rights attached to the 2,888,691 outstanding Class A exchangeable shares) and one share of Special Class B voting stock (representing the voting rights attached to the 15,438,961 outstanding Class B exchangeable shares).



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4. What are my voting choices for each of the proposals to be voted on at the Annual Meeting; who is eligible to vote; and what are the voting standards?



Proposal	Eligible to Vote	Voting Choices and Board Recommendation	Voting Standard
Proposal 1: Election of Directors
Election of eleven Class A Directors	Class A common stock	• vote for all nominees	Plurality of votes cast, voting together as a class
	Class A exchangeable shares	• vote for specific nominees
		• vote withhold on all nominees
		• vote withhold on specific nominees
		The Nominating Committee recommends a vote FOR each of the nominees.

Election of three Class B Directors	Class B common stock	• vote for all nominees	Plurality of votes cast, voting together as a class
	Class B exchangeable shares	• vote for specific nominees
		• vote withhold on all nominees
		• vote withhold on specific nominees
		The Board recommends a vote FOR each of the nominees.
Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation (the Advisory Say-on-Pay Vote)	Class A common stock	• vote in favor of the proposal	Majority of votes cast, voting together as a class
	Class B common stock	• vote against the proposal
	Class A exchangeable shares	• abstain from voting on the proposal
	Class B exchangeable shares	The Board recommends a vote FOR the advisory say-on-pay vote.
Proposal 3: Ratify Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2016	Class A common stock	• vote in favor of the ratification	Majority of votes cast, voting together as a class
	Class A exchangeable shares	• vote against the ratification
		• abstain from voting on the ratification
		The Board recommends a vote FOR the ratification.

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.

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

Stockholders of record. If your shares are registered directly in your name through either Computershare, for the Class A common stock or the Class B common stock, or CST, for the Class A exchangeable shares and the Class B exchangeable shares, you are considered a stockholder of record with respect to those shares.



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Beneficial owners. If your shares are held in a brokerage account or bank, you are considered a "beneficial owner" of those shares.

6. What different methods can I use to vote?

Written Proxy/Voting Instruction Form. All stockholders of record can vote by written proxy/voting instruction card. If you are a beneficial owner, you will receive a written proxy/voting instruction card from your Broker.

By Telephone or via the Internet. All stockholders of record may also submit a proxy/voting instruction card by touch-tone telephone from the U.S., Puerto Rico and Canada using the toll-free telephone number on the proxy card, or via the Internet, using the procedures and instructions described on the proxy card. Beneficial owners may submit a proxy/voting instruction card by telephone or via the Internet if their Broker makes those methods available, in which case the 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 instruction card 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 8.

Additional Steps Required for Stockholders of Exchangeable Shares. All stockholders of record of Class A exchangeable shares and/or Class B exchangeable shares may exercise voting rights in person at the Annual Meeting by obtaining a proxy from CST, the trustee which holds the Special Class A voting stock and the Special Class B voting stock, to exercise such voting rights personally at the Annual Meeting. If you are a beneficial owner of Class A exchangeable shares and/or Class B exchangeable shares, you must instruct your Broker to obtain such proxy from the trustee in order to be able to exercise voting rights in person at the meeting.

7. What can I do if I change my mind after I submit a proxy/voting instruction card for my shares?

Holders of Class A or Class B common stock may revoke their proxy at any time prior to the completion of voting at the Annual Meeting by:

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

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

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

Holders of Class A or Class B exchangeable shares may revoke their voting instructions by delivering subsequent voting instructions via the Internet, by telephone or by mail no later than 11:59 p.m. EDT on May 20, 2016.



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8. 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 Broker 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 14 to gain admission to the Annual Meeting. However, you will not be able to vote your shares at the Annual Meeting.

9. I hold shares in my MillerCoors retirement plan, how do I vote?

We have been advised by MillerCoors, the Company's joint venture with SABMiller, that according to the trust agreement concerning 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, by completing and returning the proxy card accompanying your proxy materials. The trustee will vote your shares in accordance with your duly executed instructions that must be received no later than 5:00 p.m. EDT onMay 20, 2016.

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 revoke previously given voting instructions prior to 5:00 p.m. EDT onMay 20, 2016, by submitting to Broadridge a properly completed and signed proxy card bearing a later date.

10. 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 of the applicable class as set forth in this Proxy Statement;

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

FORthe proposal to ratify the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2016.

If other matters properly come before the Annual Meeting, the proxy holders will have the authority to vote on those matters for you at their discretion.



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

If you are a beneficial owner and your shares are held in "street name," you must provide voting instructions to your Broker by the deadline provided in the materials you receive from your Broker. If you do not provide voting instructions to your Broker, whether your shares can be voted by such person depends on the type of item being considered for election. Your Broker is bound by the rules of the NYSE regarding whether or not it can exercise discretionary voting power for any particular proposal.

Non-Discretionary Items. The election of directors and the advisory say-on-pay vote are non-discretionary items and may not be voted on by Brokers 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 that do not receive voting instructions from beneficial owners of Class A common stock may vote on this proposal in their discretion.

Beneficial Holders of Exchangeable Shares. If you are a registered owner of exchangeable shares and do not provide CST with voting instructions by 11:59 p.m. EDT onMay 20, 2016, or if you are a beneficial owner of the exchangeable shares and do not provide CST with voting instructions through your broker, your exchangeable shares will not be voted on any matter.

The table below sets forth each proposal on the ballot, whether a Broker can exercise discretion and vote your shares absent your instructions.



	Can Brokers Vote Absent Instructions?
Proposal	Class A and Class B common stock	Class A and Class B exchangeable shares
Proposal 1: Election of Directors	No	No
Proposal 2: Advisory Say-on-Pay Vote	No	No
Proposal 3: Ratification of Independent Registered Public Accounting Firm (Class A common stock and Class A exchangeable shares only)	Yes	No

12. 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 advisory say-on-pay vote or the ratification of the appointment of PwC as our independent registered public accounting firm.

13. Can I access the Notice of Annual Meeting, Proxy Statement and Annual Report on the Internet?

The Notice of Annual Meeting, Proxy Statement and our Annual Report 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 proxy/voting instructions via the Internet at www.proxyvote.com, simply follow the prompts for enrolling in the electronic proxy delivery service.



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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 Broker regarding the availability of this service.

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



Important: If you are planning to attend the Annual Meeting, you must follow these instructions to gain admission. Attendance at the Annual Meeting is limited to stockholders of record as of the Record Date or their authorized named representatives.

As 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 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 instruction card.

As a beneficial owner. Please bring the notice or voting instruction form you received from your Broker, as well as photo identification, for admission to the Annual Meeting. You also may bring your brokerage statement reflecting your ownership as of the Record Date. 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 8.

Important Note: Cameras, sound or video recording equipment or other similar equipment, electronic devices, large bags, briefcases or packages will not be allowed into the Annual Meeting. We realize that many cellular phones have built-in digital cameras and sound recorders, and while you may bring these phones into the Annual Meeting, you may not use the camera or recording function at any time during the course of the Annual Meeting.

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

The Company has engaged Georgeson Inc. to assist with the solicitation of proxies for a customary 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 the beneficial owners of record of common stock and/or exchangeable shares. The Company's directors, officers and employees also may solicit proxies by mail, telephone and personal contact, however they will not receive any compensation for these activities.

16. 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 (the Company's Website), click on "Investors," click on "Events and Presentations" and click on the link to the audio-cast. An archived copy of the audio-cast will be available until at least July 31, 2016. We have included the Company's Website address for reference only. The information contained on the Company's Website is not incorporated by reference into this Proxy Statement.



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17. What if I only received one copy of the proxy materials, even though multiple stockholders reside at my address?

The SEC allows us to deliver a single Notice of Internet Availability of Proxy Materials and a single set of proxy materials to an address shared by two or more of our stockholders. This delivery method, referred to as "householding," can result in significant cost savings for the Company. As a result, stockholders who share the same address and hold some or all of their shares of common stock through a Broker may receive only one copy of the Notice of Internet Availability of Proxy Materials, or upon request, the proxy materials, as the case may be, unless we have received contrary instructions from one or more of the stockholders at that address. Certain Brokers have procedures in place to discontinue duplicate mailings to stockholders sharing the same address. Beneficial owners that desire to eliminate duplicate mailings, or request to receive multiple copies if a single copy is being received, should contact their Broker for more information, and stockholders of record should submit their request by contacting Broadridge, Householding Department, 51 Mercedes Way, Englewood, NY 11717 or call them at 800-542-1061.

Upon written or oral request at the address or telephone number above, a separate copy of the proxy materials will be promptly delivered to any beneficial holder at a shared address to which a single copy of the proxy materials was delivered. However, please note that any stockholder who wishes to receive a paper or email copy of the proxy materials for purposes of voting at this year's Annual Meeting should follow the instructions included in the Notice of Internet Availability that was sent to the stockholder.

Common Stock and Exchangeable Shares

18. What is the difference between the Class A common stock and Class B common stock?

Generally. Under the terms of the Company's Restated Certificate of Incorporation, the Class A common stock and the Class B common stock are identical in all respects except with respect to the voting rights of these shares and as otherwise provided in the Restated Certificate of Incorporation. The Class A common stock and Class B common stock are traded on the NYSE under the symbols TAP.A and TAP, respectively.

Class B Holder Voting Rights. The holders of the Class B common stock and the Special Class B voting stock (as instructed by the holders of the Class B exchangeable shares)(collectively the Class B Holders) may vote with respect to the following: (i) any matter required by the DGCL; (ii) for the election of up to three Class B directors; and (iii) as provided in the Restated Certificate of Incorporation, including on a non-binding advisory basis on say-on-pay and on those items described below. In all other cases, the right to vote is vested exclusively with the holders of the Class A common stock and the Special Class A voting stock (as instructed by the holders of Class A exchangeable shares)(collectively the Class A Holders).

Under the Restated Certificate of Incorporation, the Class A Holders and Class B Holders shall have the right to vote, as separate classes and not jointly, on:

any merger that requires stockholder approval under the DGCL;

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

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

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


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


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



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


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


◦	create any new co-equal class;


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


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

Annual Advisory Say-On-Pay Vote. In addition, the Class A Holders and Class B Holders, voting together as a single class, are entitled to vote to approve on a non-binding, advisory basis the compensation of the Company's NEOs.

Director Elections.

The Class A Holders, voting together as a single class, are entitled to elect 12 of the 15 directors, although there is one vacancy, which the Board does not currently plan to fill; and

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

19. What are the Class A exchangeable shares and Class B exchangeable shares? How do they vote? How are they different from the Class A common stock and Class B common stock?

The Class A exchangeable shares and Class B exchangeable shares are shares of the share capital in Exchangeco and they are publicly traded on the TSX under the symbols TPX.A and TPX.B, respectively.

These shares are intended to provide substantially the same economic and voting rights as the corresponding class of Molson Coors common stock in which they may be exchanged.

In addition to the registered Class A common stock and the Class B common stock, Molson Coors also has issued and outstanding one share each of a Special Class A voting stock and Special Class B voting stock. The Special Class A voting stock and the Special Class B voting stock in the Company 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,~~provide instructions to vote with the ~~corresponding class~~holders of ~~Molson Coors~~the Class A common ~~stock.~~stock and the Class B common stock, respectively. The holder of the Special Class A voting stock and Special Class B voting stock are effectively 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~~

The Special Class A voting ~~rights~~stock and Special Class B voting stock are subject to ~~a holder of the exchangeable shares through~~ a voting trust arrangement. The trustee ~~holder of~~which holds the Special Class A voting stock and the Special Class B voting stock ~~has the right~~is required 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.~~

Record Date, and will cast the votes in accordance with such instructions so received.

| 2016 Proxy Statement | 12

Questions and Answers

4.Return to ~~I am a holder~~Table of ~~exchangeable shares; will I receive additional materials?~~Contents

Return to

Key Terms

20. I am a holder of exchangeable shares, will I receive additional materials?

The exchangeable shares are non-voting ~~(except~~with respect to Exchangeco, except as required by the provisions ~~attaching~~attached to the exchangeable shares or by applicable ~~law) with respect to Exchangeco.~~law. Therefore, this ~~proxy statement~~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~~shareholders of Exchangeco, nor will you receive an information circular or proxy for an annual meeting of the ~~stockholders~~shareholders 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~~regarding Exchangeco ~~(otherwise~~(other 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~~the Company 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.

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

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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 yo~~u 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~~Holders of exchangeable shares, ~~(other~~other than Molson Coors or its ~~subsidiaries)~~subsidiaries, are entitled to vote at the 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,~~Record Date, you may provide voting instructions to ~~CIBC Mellon,~~CST, as trustee, although your voting instructions must be received no later than 11:59 p.m. EDT onMay ~~24, 2013~~20, 2016. 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, via the Internet or by telephone, but inunder no circumstance, later than 11:59 p.m. EDT onMay ~~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~~ 20, 2016~~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~~exchangeable shares and/or Class B ~~common stock~~exchangeable shares may ~~vote in person at the Annual Meeting. Beneficial owners of Class A common stock and Class B common stock may vote~~exercise their voting rights in person at the Annual Meeting ~~if they have~~by obtaining a ~~legal~~ proxy ~~as described in~~from CST, the ~~response to Question 7.~~

~~12.~~~~What is~~trustee which holds 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~~Special Class A voting stock and the ~~Company’s bylaws. Owners of record of Class A common stock,~~Special Class B ~~common~~voting 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/~~to exercise such 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 proxyrights personally 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:

~~Table of Contents~~

·~~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 Class A exchangeable shares and/or Class B exchangeable shares, you must instruct your Broker to obtain such proxy from the trustee in order to be able to exercise your rights in person at the meeting.

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		\| 2016 Proxy Statement \| 13

Questions and ~~do not provide CIBC Mellon~~Answers

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Return to Key Terms

Board Communications, Stockholder Proposals and Company Documents

22. How do I communicate with the Board?

Stockholders and other interested parties may communicate directly with ~~voting instructions, your shares~~the Chairman, the Chairman of the Audit Committee, any individual director or the non-employee directors as a group by writing to those individuals or the group at the following address: Molson Coors Brewing Company, c/o Secretary, 1801 California Street, Suite 4600, Denver, Colorado 80202. At the direction of the Board, all mail received may be opened and screened for security purposes. All mail, other than trivial, obscene, unduly hostile, threatening, illegal or similarly unsuitable items, will ~~not~~ be ~~voted on any matter.~~

~~21.~~~~How are abstentions~~forwarded to the addressee as follows: mail addressed to a particular director will be forwarded or delivered to that director; mail addressed to “Outside Directors” or “Non-Employee Directors” will be forwarded or delivered to the Chairman of the Compensation Committee; and ~~broker non-votes counted?~~mail addressed to the “Board” will be forwarded or delivered to the Chairman.

23. How do I submit a proposal for action at the 2017 Annual Meeting of Stockholders?

To be eligible for inclusion in Molson Coors' Proxy Statement for the 2017 Annual Meeting of Stockholders pursuant to Rule 14a-8 under the Exchange Act, stockholder proposals must be received by Molson Coors at one of its Principal Executive Offices

~~Abstentions~~by December 16, 2016, unless the date of the 2017 Annual Meeting of Stockholders is more than 30 days before or after May 25, 2017 in which case the proposal must be received in a reasonable time before we begin to print and ~~broker non-votes are included in determining whether~~send our proxy materials. Under Rule 14a-8 of the Exchange Act, a ~~quorum is present, but will not~~stockholder submitting a proposal to be included in ~~votes cast, so they will not affect~~ the ~~outcome~~Company's Proxy Statement is required to be a record or beneficial owner of at least 1% or $2,000 in market value of the ~~vote on~~Company's securities and must have held such securities continuously for at least one year prior to the ~~election~~date of ~~Directors, the ratification~~submission of the ~~appointment~~proposal, and he or she must continue to own such securities through the date on which the meeting is held.

For proposals not intended to be included in the Proxy Statement or nominations of ~~PwC as independent auditors,~~persons to stand for election to the Board, the Bylaws require that such stockholder must be entitled to vote at the Annual Meeting and must have given timely notice of the stockholder proposal or director nomination in writing to the ~~advisory~~Secretary of the Company, and such business must be a proper matter for action by holders of the class of stock held by such stockholder. Failure to deliver a proposal ~~on say on pay. Abstentions~~or director nomination in accordance with the procedures discussed below and ~~broker non-votes will have~~in the ~~effect of votes AGAINST~~Bylaws may result in the proposal or director nomination not being deemed timely received. To be timely, notice of a director nomination or any other business for consideration at the stockholders' meeting must be received by our Secretary at one of its Principal Executive Offices, no less than 90 days nor more than 120 days prior to ~~amend~~ the ~~Company’s~~first anniversary of the preceding year's annual meeting. To be timely for the 2017 Annual Meeting of Stockholders, a stockholder's notice shall have been delivered to the Secretary at one of its Principal Executive Offices no earlier than January 25, 2017, and no later than February 24, 2017, and must include the information required by Section 1.9.2 of the Company's Bylaws.

24. Where can I get copies of the Company's corporate governance documents?

Our current Corporate Governance Guidelines, Code of Business Conduct, Restated Certificate of ~~Incorporation.~~

~~22.~~~~Can I access~~Incorporation, Bylaws and written charters for the ~~Notice~~Audit, Nominating, Compensation and Finance Committees are posted on the Company's Website. Stockholders may also request a free copy of these documents from: Molson Coors Brewing Company, c/o Secretary, 1801 California Street, Suite 4600, Denver, Colorado 80202.

| 2016 Proxy Statement | 14

Questions and Answers

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Return to Key Terms

25. Where can I get a copy of the Company's Annual Report?
You can request to receive a copy of our Annual ~~Meeting, Proxy Statement,~~Report at no charge. Send your written requests to our Secretary at 1801 California Street, Suite 4600, Denver, Colorado 80202. The exhibits to the Annual Report are available upon the payment of charges associated with our cost of reproduction.
You can also obtain copies of the Annual Report and exhibits, as well as other filings we make with the SEC, on the Company's Website, at www.proxyvote.com or on the SEC's website at www.sec.gov.
26. When will the Company announce the voting results?

The Company will announce the preliminary voting results at the Annual Meeting. The Company will report the final results on the Company's Website and in a Current Report on Form ~~10-K on~~8-K that it files with the ~~Internet?~~

SEC.

[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 availabilityremainder of this ~~service.~~

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		\| 2016 Proxy Statement \| 15

Governance - Proposal No. 1 - Election of Directors

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

~~The Company has engaged Georgeson Inc.~~Return 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.~~

Key Terms

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Proposal Snapshot

What am I voting on?

Stockholders are being asked to elect 14 director nominees, consisting of 11 Class A directors and three Class B directors, for a one-year term.

Voting Recommendation:

The Board recommends a vote FOR each director nominee.

The ~~Company’s bylaws~~Company's Bylaws provide for the annual election of ~~Directors.~~directors. The Board has currently set the number of directors at ~~15:~~15, consisting of 12 Class A directors and 3three Class B directors. However, for purposes of ~~the~~this 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~~election at the Annual Meeting, each to serve until the next annual meeting of stockholders and until his or her successor shall have been elected and qualified. The 14 nominees consist of:

·11

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

·3

three directors to be elected by the ~~holders of the~~ Class B ~~common stock and~~Holders.

The Board does not currently plan to fill the ~~Special~~remaining 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.~~ A vacancy.

For more information on the nomination of our Class A directors and Class B directors, please refer to ~~“Nomination~~"Nomination of ~~Directors”~~Directors" section beginning on page ~~12.~~29.

At the Annual Meeting, votes may

not be cast for a greater number of director nominees than the 14 nominees named in this Proxy Statement.

The following summaries set forth certain biographical information regarding each director, including age as of the Record Date and a summary description of each individual's particular knowledge, qualifications or areas of expertise considered for nomination to the Company's Board.

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

~~CLASS~~its Bylaws.

On April 5, 2016, the A-C Nominating Subcommittee nominated Betty K. DeVita to stand for election as a Class A ~~DIRECTORS~~

director following Mr. Brian D. Goldner's decision not to stand for re-election on March 25, 2016. Mr. Goldner's decision not to stand for re-election was not a result of any disagreements with the Company on any matter relating to the Company's operations, policies or practices.

~~Class A~~ ~~Directors~~		~~Age~~	~~Business Experience, Qualifications, Areas of Expertise and~~ ~~Other Public Company Directorships Held~~

~~Francesco Bellini~~	65 \| 2016 Proxy Statement \| 16

Governance - Proposal No. 1 - Election of Directors

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Return to Key Terms

2016 Nominees for Class A Directors



Peter H. Coors	Director of Molson Coors since ~~February 2005.~~ ~~Dr. Bellini previously served as a director of Molson Inc. (Molson), which merged with the Company in~~ 2005, ~~since 1997. Dr. Bellini has been~~Vice Chairman President and Chief Executive Officer of BELLUS Health Inc. (formerly Neurochem Inc.), a leading Canadian biopharmaceutical company, since 2002. Dr. Bellini retired in December 2009 as President and CEO but remains Chairman of BELLUS Health Inc. He is also Chairman of Picchio International, Inc. and Klox Technologies Inc., both companies are involved in healthcare. A pioneer in the Canadian biopharmaceutical industry, he was co-founder of Biochem Pharma, as well as Chairman and Chief Executive Officer from 1986 to 2001. Dr. Bellini also owns The Domodimonti Winery in Italy, which produces high quality natural wines with minimal synthetic intervention or additives. A graduate of the University of New Brunswick with a Ph.D. in 1977, he has authored and co-authored more than thirty patents over his 20-year career as a research scientist. Dr. Bellini is an Officer of the Order of Canada. In recognition of his major contributions in the fields of entrepreneurship, research and economy, Dr. Bellini received the title of ‘Cavaliere

~~Table of Contents~~

~~Class A~~ ~~Directors~~	~~Age~~	~~Business Experience, Qualifications, Areas of Expertise and~~ ~~Other Public Company Directorships Held~~
		~~del Lavoro’, the most prestigious honor granted by the Italian government.~~ Dr. Bellini provides the Board with extensive entrepreneurial and leadership experience as a result of his activities in founding companies and his service on the boards of numerous public and privately-held companies. Additionally, he brings extensive business experience as a CEO.

~~Peter H. Coors~~	66	~~Director~~ of Molson Coors since ~~February 2005, Vice Chairman of the~~ June 2015. Age: 69 Board ~~of Molson Coors since May 2011, and previously Chairman of the Board of Molson Coors from December 2008 to May 2011.~~Committees: ~~Since July 2008,~~Nominating Other Public Company Boards: None Background: Mr. Coors has ~~also~~ served as Chairman of the Board of Directors of MillerCoors in which the Company owns a 42% ~~interest.~~economic interest, since July 2008. He serves as a trustee and is Co-Chairman of Adolph Coors Company, LLC, ~~Trustee~~the trust holding company of the ~~Adolph~~ Coors ~~Jr.~~ Trust ~~(Coors Trust),~~ and ~~he chairs~~other Coors' family trusts. He is Chairman of the ~~trust committee for~~Trust Committee of the Coors ~~Trust.~~Trust and trustee of various other Coors' Family Trust Committees. The Coors Trust is a party to ~~the~~a Voting Agreement with Pentland ~~Securities (1981) Inc. (Pentland)~~ and 4280661 Canada Inc. (discussed further in the ~~Beneficial~~"Beneficial Ownership ~~Table beginning on page 22)~~Table" section of this Proxy Statement). Mr. Coors previously served as ~~Vice~~ Chairman of the Board of Molson Coors ~~from~~during the periods May 2011 to May 2013 and February 2005 to December ~~2008.~~2008 and as Chairman of the Board of Molson Coors during the periods of May 2013 to June 2015 and December 2008 to May 2011. He served Adolph Coors Company, the predecessor company to Molson Coors, as ~~Vice~~ Chairman of the Board from 2002 to 2005, and Chief Executive Officer from 2000 to 2002. He has served Coors Brewing Company, a wholly owned subsidiary of the Company, as ~~Executive~~ Chairman of the Board of Directors since 2002, a director since 1973, and Chief Executive Officer from 1992 to 2000. Since joining the Company in 1971, he has served in a number of different executive and management positions for Adolph Coors Company, Coors Brewing Company and Molson Coors. Mr. Coors also serves on numerous community and civic boards, including the ~~University of Colorado Hospital,~~ National Western Stock Show and the Denver Area Council of the Boy Scouts of America. He ~~was a director of U.S. Bancorp from 1996 until September 2008. He~~ has been a director of Energy ~~Corp.~~Corporation of America since 1996. Specific Qualifications, Attributes, Skills and Experience:As a member of the company-founding Coors family and a former ~~CEO~~Chief Executive Officer of the Company, Mr. Coors, a major stockholder, brings to the Board extensive knowledge of the ~~Company’s~~Company's history and culture, and the perspective of a long-term, highly committed stockholder. Mr. Coors provides a strong relationship with U.S. ~~distributors.~~distributors and retailers. Mr. Coors is a recognized leader in the beer industry and provides a strong perspective, leadership and expertise in the U.S. beer business. He is also a well-recognized public representative of the Company.

~~Christien~~
Peter J. Coors ~~Ficeli~~	39	Director of Molson Coors since ~~June 2010.~~2015. Age: ~~Since March 2013, Ms.~~39 Board Committees: Nominating Other Public Company Boards: None Background: Mr. Coors ~~Ficeli~~ has ~~been a~~served as the Brewery Manager at ~~9th Street Capital, a family owned investment fund. From January 2011~~the MillerCoors Shenandoah Brewery since September 2014. Prior to ~~March 2013, Ms. Coors Ficeli was Director of On Premise channel marketing at MillerCoors. Previously, she was Region Chain Director at MillerCoors from July 2008. She previously~~that, he held ~~several other sales~~various management ~~roles~~positions across the U.S. within the MillerCoors organization, most recently as Manager of Trade and Consumer Quality from June 2011 to August 2014. Prior to joining MillerCoors, he held various positions with the Molson Coors ~~Brewing Company, in distributor and chain facing roles. Before joining Coors Brewing Company, she worked at E&J Gallo and Xerox Corporation in sales and brand management roles. Ms. Coors Ficeli~~organization. He currently serves on the ~~board as VP~~Executive Board of ~~Finance~~Trustees of ~~Rocky Mountain Active 20/30, a fundraising organization focused on children in~~ the Denver ~~area. She also serves~~Area Council of the Boy Scouts of America and on the Board of Trustees for the Adolph Coors Company LLC and ~~as a trustee of the Coors Trust. She~~various Coors' family trusts. He earned ~~her~~his Master's Degree and his undergraduate degree in ~~marketing~~Operations Research Industrial Engineering from Cornell University College of Engineering. Specific Qualifications, Attributes, Skills and ~~management from Santa Clara University, and her MBA from the University of Denver.~~Experience: As a member of the Coors family, ~~Ms.~~Mr. Coors ~~Ficeli~~ brings to the Board extensive knowledge of the ~~Company’s~~Company's history and culture and the perspective of a long-term, highly committed stockholder. ~~She also~~As a master brewer, he brings a business background in the beer ~~and wine industries, in distribution, sales and brand management. She~~industry. He also offers a strong perspective, leadership and expertise in the U.S. beer business.


~~Brian D. Goldner~~		49
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Betty K. DeVita	Director Nominee. Age: 55 Board Committees: None Other Public Company Boards: None Background: Ms. DeVita serves as Chief Commercial Officer, MasterCard Labs at MasterCard Worldwide, a technology company involved in the payment processing industry, since May 2015. Prior to this, she served as President of MasterCard Canada Inc. from September 2010 to April 2015. Prior to joining MasterCard, she held various positions of increasing responsibility at CitiGroup Inc. from 1982 to 2010, and left Citi as the Chair and Chief Executive Officer for Citibank Canada Inc. Ms. DeVita holds a Chief Executive Officer Program Certificate from Wharton Business School, Seoul Korea, and is a certified director from Institute of Corporate Directors, University of Toronto Rotman Business School. She received a Bachelor of Science degree from St. John's University. Ms. DeVita was identified by a third party search firm. Specific Qualifications, Attributes, Skills and Experience: Ms. DeVita brings to the Board extensive capabilities in the areas of innovation, P&L management, operations, international business, partnerships and digital commerce.


Mary Lynn Ferguson-McHugh	Director of Molson Coors since 2015. Age: 56 Board Committees: Compensation Other Public Company Boards: None Background: Ms. Ferguson-McHugh has served as Group President-Global Family Care and Global Brand Creation and Innovation, P&G Ventures at Proctor & Gamble Co., a consumer-packaged goods company, since November ~~2010.~~ ~~Mr. Goldner~~2015. Prior to this, she served as Group President, Global Family Care at Proctor & Gamble Co. from December 2014 to November 2015. She joined Proctor & Gamble Co. in 1986 and held various positions of increasing responsibility. Ms. Ferguson-McHugh is ~~President, Chief Executive Officer~~an M.B.A. graduate of the University of Pennsylvania, Wharton School of Business and a director of Hasbro, Inc., a children’s and family leisure time entertainment products and services company, a position he has held since 2008. From 2006 to 2008, Mr. Goldner was Chief Operating Officer and from 2003 to 2006 was Presidentgraduate of the ~~U.S. Toys Segment of Hasbro, Inc. Mr. Goldner serves on the boards~~University of the ~~Toy Industry Association, the Miriam Hospital in Providence, RI,~~Pacific (B.S.B.A.). Ms. Ferguson-McHugh was identified by a third party search firm. Specific Qualifications, Attributes, Skills and ~~Hole~~Experience: Ms. Ferguson-McHugh brings extensive capabilities in the ~~Wall Camps. Prior to joining Hasbro, Mr. Goldner held a number~~areas of ~~management positions including Executive Vice President~~brand building, innovation and ~~Chief Operating Officer of Bandai America, Worldwide Director in Charge of the LA office of J. Walter Thompson, and Vice~~consumer insight.



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Key Terms

~~Class A~~ ~~Directors~~			~~Age~~		~~Business Experience, Qualifications, Areas of Expertise and~~ ~~Other Public Company Directorships Held~~
				~~President and Account Director in the Chicago office of Leo Burnett Advertising. He is a graduate of Dartmouth College and the Executive Education Program at the Amos Tuck School.~~ ~~Mr. Goldner provides the Board with extensive experience in building global brands and growing multi-brand international companies. Additionally, he brings business experience as a CEO.~~

Franklin W. Hobbs		65		Director of Molson Coors since ~~February~~ 2005. Age ~~Mr. Hobbs previously served as a director of Adolph Coors~~: 68 Board Committees: Audit and Finance Other Public Company since 2001. He served as Chief Executive for the investment bank, Houlihan Lokey Howard & Zukin, from 2002 to January 2003. He served in roles of increasing responsibility at Dillon, Read & Co., an investment bank, from 1972 to 1992, as Chief Executive Officer from 1992 to 1997, and ultimately served as Chairman of UBSWarburg following a series of mergers between Dillon Read and SBC Warburg, and later with Union Bank of Switzerland.Boards: Ally Financial Inc. (NYSE: ALLY) Background: Mr. Hobbs has served as an advisor to One Equity Partners, a private equity investment firm since 2004. He currently serves on the Board of Directors of Ally Financial Inc. (as Chairman), BAWAG P.S.K. (as Supervisory Chairman) and Lord, Abbett & Co. He ~~is Chairman of the Board of Ally Financial Inc. (formerly General Motors Acceptance Corp.), and~~also serves on the Board of Trustees and is Treasurer of The Frick ~~Collection. Formerly, he served~~Collection and is on the Board of ~~Overseers of Harvard University, also serving on the Audit Committee, and was President~~Directors of the ~~Board~~U.S. Fund of ~~Trustees of Milton Academy, where he also served on the Audit Committee. Mr. Hobbs~~UNICEF. He is a graduate of Harvard College and Harvard Business School. Mr. Hobbs previously served as a director of Adolph Coors Company since 2001. Specific Qualifications, Attributes, Skills and Experience: Mr. Hobbs provides the Board with a high level of financial literacy and expertise due to his background as an investment banker, his service on other audit committees and his experience as a ~~CEO.~~Chief Executive Officer. He also ~~provides~~has extensive knowledge about the Company given his tenure as a member of the Board and its predecessor company, Adolph Coors Company.

~~Andrew T. Molson~~
Mark R. Hunter	45		Director of Molson Coors since ~~February 2005, Chairman of~~2015. Age: 53 Board Committees: None Other Public Company Boards: None Background: Mr. Hunter has served as the ~~Board~~President and CEO of Molson Coors since ~~May 2011,~~January 2015. He has also served as a director of MillerCoors since February 2015. Prior to his current role, Mr. Hunter served as President and ~~previously Vice Chairman of the Board~~Chief Executive Officer of Molson Coors Europe from ~~May 2009~~January 2013 to ~~May 2011.~~ December 2014. Mr. Hunter served as President and Chief Executive Officer of Molson Coors Central Europe from June 2012 to January 2013 and as President and Chief Executive Officer of Molson Coors UK from December 2007 until June 2012. From 1997 to 2007, Mr. Hunter served in roles of increasing responsibility for the Company and its predecessors. Mr. Hunter holds a Bachelor Honours degree in Marketing and Business Administration from the University of Strathclyde in Glasgow, Scotland, where he was also awarded an Honorary Doctorate in 2009. Specific Qualifications, Attributes, Skills and Experience: Mr. Hunter is required to be nominated to serve on the Board according to the Company's Restated Certificate of Incorporation by virtue of his position as CEO of the Company. He has over 25 years of experience in the beer business and delivers management's perspective to the Board.
	45



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Andrew T. Molson	Director of Molson Coors since 2005. Age: 48 Board Committees: Nominating Other Public Company Boards: The Group Jean Coutu PJC Inc. (TSX: PJC.A) and Dundee Corporation (TSX: DC.A) Background: Mr. Molson is a partner and Chairman of RES PUBLICA Consulting Group, a ~~Montréal-based~~Montreal-based holding and management company for two leading professional services firms, NATIONAL Public Relations (where he has worked since 1997) and Cohn and Wolfe \| Canada, both offering strategic public relations counsel to a wide range of businesses. He ~~became a member~~previously served as Chairman of the ~~Québec bar in 1995~~Board of Molson Coors from May 2011 to May 2013 and ~~holds a bachelor~~Vice Chairman of ~~arts degree~~the Board of Molson Coors from ~~Princeton University, a masters of science in corporate governance and ethics from the University of London (Birbeck College). He is~~May 2009 to May 2011. Mr. Molson currently serves as a director of ~~The Montréal~~the Montreal Canadiens Hockey Club, a professional hockey team (the Montreal Canadiens) and Groupe Deschênes Inc. ~~and Montréal International.~~ He is president of the Molson Foundation and serves on several non-profit boards, including the Concordia University Foundation, the Institute for Governance of Private and Public Organizations, ~~and~~ the ~~Montréal~~Montreal General Hospital ~~Foundation.~~Foundation, and The Banff Centre and Pointe-à-Callière. He ~~is also chairman~~became a member of ~~La Fondation du maire: le Montréal inc. de demain.~~the Quebec bar in 1995 after studying law at Laval University and holds a Masters of Science degree in corporate governance and ethics from the University of London (Birbeck College) and a Bachelor of Arts degree from Princeton University. Specific Qualifications, Attributes, Skills and Experience: As a member of the Molson family, which has been instrumental in developing the Canadian beer business since ~~it opened the~~its opening in 1786 (the now-oldest brewery in North ~~America in 1786,~~America), Mr. Molson ~~a representative of a major stockholder,~~ brings to the Board extensive knowledge of ~~the Company’s~~Molson Coors' history and culture, and the perspective of a long-term, highly committed stockholder. He also brings extensive knowledge regarding public relations and corporate governance. Additionally, he provides a strong perspective, leadership and expertise in the Canadian beer business.


Geoffrey E. Molson		42	Director of Molson Coors since ~~May 2009.~~2009; Chairman since June 2015. Age: 45 Board Committees: Nominating Other Public Company Boards: None Background: Mr. Molson ~~has served as Chairman and~~is a General Partner (since December 2009), and is the President and Chief Executive Officer (since June 2011) of the CH Group Limited Partnership, owner of the ~~Montréal~~Montreal Canadiens, ~~Hockey Club, Evenko~~evenko, Equipe Spectra and ~~The~~the Bell Centre. He currently represents Molson Coors as Ambassador, representing the Molson family in key strategic areas of the business. From ~~2006~~1999 to ~~December~~ 2009, Mr. Molson served ~~as Vice-President~~in various roles of Marketing for Molson. He previously served as Vice President of Sales and Marketing from 2004 to 2005, Vice President of Quality and Distributor Development from 2001 to 2004, and Key Account Sales Manager — Canada and Director of Trade Marketing from 1999 to 2001,increasing responsibility for Molson ~~USA,~~Inc. and Molson USA. Mr. Molson is a ~~wholly-owned subsidiary~~member of the ~~Company. He was a senior consultant at CSC~~Board of Directors of RES PUBLICA Consulting ~~(formerly The Kalchas Group), a strategy consultancy firm, from 1996 to 1999. Prior to this he worked in media at The Coca-Cola Company. Mr. Molson holds an MBA from Babson Business School~~Group and ~~a BA from St. Lawrence University. Mr. Molson is~~ a member of The Molson Foundation, a family foundation dedicated to the betterment of Canadian society, as well as St. ~~Mary’s~~Mary's Hospital Foundation and the ~~Montreal~~Montréal Canadiens ~~Children’s~~Children's Foundation. ~~He currently represents~~Mr. Molson

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~~Class A~~
~~Directors~~

~~Age~~

holds a M.B.A. from Babson Business ~~Experience,~~School and a Bachelor of Arts degree from St. Lawrence University.

Specific Qualifications, ~~Areas of Expertise~~Attributes, Skills and
~~Other Public Company Directorships Held~~ Experience:

~~Coors as Ambassador, representing the Molson family in key strategic areas of the business. He has served as a Director of Rona Inc. since May 2012.~~

As a member of the Molson family, which has been instrumental in developing the Canadian beer business since ~~it opened the~~its opening in 1786 (the now-oldest brewery in North ~~America in 1786,~~America), Mr. Molson brings to the Board extensive knowledge of the ~~Company’s~~Company's history and culture, and the perspective of a long-term, highly committed stockholder. He also brings experience in beer sales, marketing, distributor development and key account management. Additionally, Mr. Molson brings experience in the sports and entertainment industry which is an important marketing platform for the Company.



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Iain J.G. Napier	64	Director of Molson Coors since ~~July 2008.~~ 2008. Age: 66 Board Committees: Audit and Finance Other Public Company Boards: John Menzies plc (LON: MNZS) and McBride plc (LON: MCB) Background: Mr. Napier ishas been a director at John Menzies plc since September 2008 where he currently serves as Chairman of ~~Imperial Tobacco Group plc (since February 2007), where he~~the Board of Directors and chairs the ~~Nominations Committee, and~~Nomination Committee. He also has been Chairman of the Board at McBride ~~PLC (since~~plc since July ~~2007), also where~~2007 and he currently chairs the ~~Nominations~~Nomination Committee and is a member of the Remuneration Committee. He is ~~a Non-Executive~~the Senior Independent Director of William Grant & Sons Holdings Limited (since ~~May 2009)~~April 2014), where he chairs the Audit Committee. From March 2000 to February 2014, Mr. Napier ~~previously~~ served as ~~Chief Executive Officer~~a Non-Executive Director of ~~Taylor Woodrow PLC, an international housing~~Imperial Tobacco Group plc, becoming Chairman of the Board and ~~development company, from 2002 to 2006. Prior to this, he~~Chairman of the Nomination Committee in January 2007. Mr. Napier has also worked extensively in the beer and leisure industries. From 2000 to 2001, he was Vice President U.K. and Ireland for InBev S.A., following their acquisition of Bass Brewers Ltd. From 1989 to 2000 he held various leadership positions with Bass, including as a main board Director and Chief Executive Officer of Bass Brewers and Bass International Brewers from 1996 to 2000. Earlier in his career, Mr. Napier also held senior management positions at Ford Motor Company and Whitbread PLC. Mr. Napier is a Fellow of the Chartered Institute of Management ~~Accountants.~~Accountants and is also a chartered global management accountant. Specific Qualifications, Attributes, Skills and Experience:Mr. Napier provides the Board with a high level of financial literacy and ~~expertise due to his background as a chartered management accountant, his service on public company audit committees and his experience as a CEO.~~international business expertise. He also provides extensive experience in the beer and leisure industries, including the ~~U.K~~U.K. beer market.

~~Peter Swinburn~~	60	~~Director, Chief Executive Officer and President of Molson Coors since July 2008.~~ Since July 2008, Mr. Swinburn has served as a Director of MillerCoors. He has also served as a Director of Express Inc. since February 2012 and Driven Brands, Inc. since November 2012. He served as President and Chief Executive Officer of Coors Brewing Company, a wholly owned subsidiary of the Company, from October 2007 to June 2008, and as President and Chief Executive Officer of Molson Coors Brewing Company (UK) Limited (MCBC UK), a wholly-owned subsidiary of the Company, from 2005 to November 2007. Before that, he served as President and Chief Executive Officer, Coors Brewing Worldwide and Chief Operating Officer of MCBC UK following the Company’s acquisition of MCBC UK in 2002, until 2003. Prior to the Company acquiring MCBC UK, Mr. Swinburn was Sales Director for Bass Brewers (the predecessor entity to MCBC UK) from 1994 to 2002. Mr. Swinburn is required to be nominated to serve on the Board according to the Company’s Restated Certificate of Incorporation, by virtue of his position as Chief Executive Officer of the Company. He provides extensive experience in the beer business. He also provides the Board with management’s perspective.

Douglas D. Tough	63	Director of Molson Coors since ~~February~~ 2012. Age: 66 Board Committees: Compensation Other Public Company Boards: Reckitt Benckiser Group plc (LON: RB) Background: Mr. Tough is a director at Reckitt Benckiser Group plc and currently ~~Chairman~~serves on the Remuneration and Nomination Committees since November 2014. From March 2010 to September 2014, Mr. Tough served as the Chief Executive Officer of International Flavors & Fragrances ~~Inc.~~ (IFF)., a creator and manufacturer of flavors and fragrances. He served as its Chairman from March 2010 to December 2014. Mr. Tough joined the IFF Board in 2008 and served as its ~~non-Executive~~Non-Executive Chairman from October 2009 until he became Chief Executive Officer of the ~~Company in March 2010. Previously, he served as Chief Executive Officer and Managing Director of Ansell Limited from 2004 until March 2010. Prior to joining Ansell,~~company. Mr. Tough ~~held~~holds a number of positions with Procter & Gamble Company for 12 years, as well as a variety of executive positions with Cadbury Schweppes Plc (Cadbury), including serving as Chief Executive Officer of Dr Pepper / 7UP, Cadbury’s largest unit. Mr. Tough is a graduate of the University of Kentucky (B.B.A.) and an M.B.A. ~~graduate of~~from the University of Western ~~Ontario.~~Ontario and a B.B.A. from the University of Kentucky. Specific Qualifications, Attributes, Skills and Experience:Mr. Tough provides the Board with extensive experience with multi-brand international companies,

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~~Class A~~ ~~Directors~~	~~Age~~	~~Business Experience, Qualifications, Areas of Expertise and~~ ~~Other Public Company Directorships Held~~
		including a food and beverage company. Additionally, he brings business experience asbased on his background of being a ~~CEO.~~ Chief Executive Officer.



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Louis Vachon	50	Director of Molson Coors since ~~May~~ 2012. Age: 53 Board Committees: Finance Other Public Company Boards: Fiera Capital Corporation (TSX: FSZ) and National Bank of Canada (TSX: NA) Background: Mr. Vachon ~~assumed the role of~~is currently President and Chief Executive Officer of the National Bank of Canada, ina position he has held since June ~~2007 and~~2007. He has served as a member of the ~~Bank’s board~~National Bank of ~~directors~~Canada's Board of Directors since ~~2007. He~~2006. Since April 2012, he has ~~also~~ served as a ~~Director~~director of Fiera Capital ~~Corporation since April 2012.~~Corporation. He also currently serves on the ~~board~~Board of ~~directors~~Directors for the Conseil des Gouverneurs Associes de ~~l’Universite~~l'Universite de ~~Montreal~~Montréal and the Business Council of Canada f/k/a the Canadian Council of Chief Executives, and he has held other board positions as well. Mr. Vachon has been with the National Bank of Canada since 1996, ~~previously serving as Chief Operating Officer and Director; Chief Executive Officer~~in roles of National Bank Financial and Chairman of Natcan Investment Management; Chairman of National Bank Financial; Senior Vice President of Treasury and Financial Markets; and President and Chief Executive Officer of Innocap Investment Management.increasing responsibility. Mr. Vachon holds a Master of International Business degree in international finance from the Fletcher School at Tufts University, a ~~bachelor’s~~Bachelor of Arts degree in economics from Bates College and a CFA certification from the CFA Institute. ~~Mr. Vachon was identified by a third party search firm.~~ Specific Qualifications, Attributes, Skills and Experience:Mr. Vachon provides the Board with an extensive experience ~~with~~in financial markets, including financing and strategy. Additionally, Mr. Vachon brings business experience as a ~~CEO~~Chief Executive Officer of a national bank and ~~brings~~ Canadian market experience.

~~CLASS B DIRECTORS~~

~~Class B~~ ~~Directors~~		~~Age~~		~~Business Experience, Qualifications, Areas of Expertise and~~ ~~Other Public Company Directorships Held~~



2016 Nominees for Class B Directors



Roger G. Eaton	52	Director of Molson Coors since ~~May~~ 2012. Age: 54 Board Committees: Audit Other Public Company Boards: None Background:Mr. Eaton ~~assumed~~serves as the Chief Executive Officer of KFC, a division of Yum! Brands, Inc. (Yum!) (NYSE: YUM), an operator of fast food restaurants, since August 2015. Prior to his current role ofhe was the Chief Operations Officer of Yum! ~~Brands, Inc.~~from April 2011 to August 2015. Previously, he served as President of the KFC division from January 2014 to April 2015, overseeing KFC's business in ~~February 2012. He also oversees~~ the Middle East, Thailand, Asia ~~FBU (Franchise~~Franchise Business ~~Unit)~~Unit, Canada, Latin America and the ~~KFC and Pizza Hut SOPAC (South Pacific) business for the Company’s international division, Yum! Restaurants International (YRI).~~Caribbean. From June 2008 to February ~~2012,~~2011, Mr. Eaton was ~~CEO~~Chief Executive Officer and President of KFC ~~USA. He also~~USA and in 2011, he served as the Yum! Operational Excellence Officer. Previously, he held several international positions at the company, including Senior Vice President, Regional Operations Director, General Manager and Finance Director in the South Pacific, Australia and New Zealand. From 1996 to 2000 and prior to his time at Yum! Brands, Inc.,company. Mr. Eaton was employed by Hoyts Corporation — one of the world’s leading entertainment companies — where he served as Chief Operating Officer of Hoyts Cinemas Australia Limited and President of Hoyts USA Limited. He also worked as General Manager of Finance for Hoyts Pty Ltd, the private holding company of Hoyts Entertainment Ltd and Hoyts Media Ltd. Mr. Eaton holds ~~a bachelor’s degree in commerce and~~ a post graduate diploma in accounting and a bachelor's degree in commerce from the University of Natal - Durban in South Africa. He passed the South African Public Accountants and Auditors Board exams in 1982. He is a member of the Australian Institute of Chartered Accountants. ~~Mr. Eaton was identified by a third party search firm.~~ Specific Qualifications, Attributes, Skills and Experience:Mr. Eaton provides the Board with extensive experience in global retail brand management, operations and finance.



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Charles M. Herington	54	Director of Molson Coors since ~~February~~ 2005. Age: 56 Board Committees: Audit Other Public Company Boards: None Background: Mr. Herington ~~previously served as~~is currently Vice Chairman and President of Global Operations at Zumba Fitness, LLC a ~~director of Adolph Coors Company since 2003.~~role he assumed in August 2013. Since September 2012, Mr. Herington ~~acts~~has acted as an independent consultant to companies regarding a variety of issues including marketing, brand building, operations and ~~operations.~~M&A activity. He was Executive Vice President, Developing Market Group, Avon Products Inc., a large global consumer products company, from March 2011 to August 2012. ~~Prior to that~~Since 2008, he ~~was Executive Vice President, Latin America and Central and Eastern Europe~~served in a number of managerial roles of increasing responsibility in Avon Products Inc., a position he held since June 2009. He was EVP, Latin America Avon Products from March 2008 to June 2009, and Senior Vice President, Latin America Avon Products from March 2006 to March 2008. From 1999 to February 2006, Mr. Herington was President and CEO of AOL Latin America, a NASDAQ publicly-traded company. (In June 2005, AOL Latin America filed a voluntary petition for Chapter 11 bankruptcy. In April 2006, the bankruptcy court approved the company’s recovery and liquidation plan.) From 1997 to 1999 he served as President, Revlon Latin America. From 1990 to 1997, he held a variety of executive positions with Pepsico Restaurants International. From 1981 to 1990 he held different marketing and executive positions at Procter &

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~~Class B~~
~~Directors~~

~~Age~~

~~Business Experience, Qualifications, Areas of Expertise and~~
~~Other Public Company Directorships Held~~

~~Gamble.~~ Mr. Herington currently serves as a director of Klox Technologies, Inc., Hycite Enterprises LLC and Pronto. Mr. Herington previously served as a director on NII Holdings, Inc. ("NII")(OTCMKTS: NIHDQ) which filed for Chapter 11 bankruptcy protection in September 2014. In June 2015, the conditions of the bankruptcy court's order and plan of reorganization for NII were satisfied and NII emerged from bankruptcy, and as a result he stepped down from his position as a director of NII. Mr. Herington also previously served ~~on the Board~~as a director of ~~Directors of Advo Inc. from 2004 to 2007.~~

Molson Coors' predecessor company, Adolph Coors Company, since 2003.

Specific Qualifications, Attributes, Skills and Experience:Mr. Herington provides the Board with almost 30 years of experience in marketing, brand building and operations including his senior executive operations experience in Latin America and Central and Eastern Europe and extensive marketing experience in Canada.



H. Sanford Riley	62	Director of Molson Coors since ~~February~~ 2005. Age: 65 Board Committees: Compensation and Nominating Other Public Company Boards: Canadian Western Bank (TSX: CWB), GMP Capital, Inc. (TSX: GMP), The North West Company (TSX: NWC) and Manitoba Telecom Services, Inc. (TSX: MBT) Background: Mr. Riley ~~previously served as a director of Molson since 1999. He~~ has been President and Chief Executive Officer of Richardson Financial Group ~~Ltd.,~~Limited, a specialized financial services company, since 2003. ~~Between 1992 and 2001, he served as President and Chief Executive Officer of Investors Group Inc., a personal financial services organization, retiring as Chairman in 2002.~~ Mr. Riley has served as a director of The North West Company Inc. since 2002, becoming Chairman in ~~2008, and~~2008; GMP Capital, Inc., an investment dealer, since 2009; Manitoba Telecom Services Inc. since 2011, where he is also a ~~director~~member of ~~GMP Capital, a publicly traded investment dealer.~~the Human Resources and Compensation Committee and the Governance Committee; and Canadian Western Bank since 2011. His community affiliations include serving as Chairman of the University of Winnipeg Foundation Board of Directors, past Chancellor of the University of Winnipeg and past Chairman of the Manitoba Business Council. He obtained a ~~B.A. from Queen’s University and a~~ J.D. from Osgoode Hall Law ~~School.~~School and a Bachelor of Arts degree from Queen's University. Mr. Riley is a Member of the Order of Canada. Mr. Riley previously served as a director of Molson, Inc. since 1999. Specific Qualifications, Attributes, Skills and Experience:Mr. Riley provides the Board with a ~~critical~~strong understanding of the Company and our business as a result of his years of service as a director. He also provides a high level of finance and corporate governance expertise, having served in executive leadership and board positions with several highly regulated global companies.

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~~Peter H. Coors and Christien Coors Ficeli, are father and daughter; and Andrew T. Molson and Geoffrey E. Molson are brothers.~~Table of Contents

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Director Experience



	Fortune 500 Companies¹	Molson Coors
Director Average Age	62.8 years old	56.7 years old²
Director Average Tenure	8.2 years	7.6 years

¹Russell Reynolds Associates, survey of Fortune 500 Board members, June 2014.

² Age as of the Record Date.



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Position of Director Emeritus

Since May 2009, 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~~(formerly the Chairman), has served as 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~~Company. Since June 2012, William K. "Bill" Coors ~~and Bill Coors were each named~~has served as a Director Emeritus of ~~Molson Coors in June 2012. Mr. Molson was also named Chairman Emeritus.~~the Company. 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.

Family Relationship Disclosure
Peter H. Coors and Peter J. Coors are father and son. William K. "Bill" Coors, uncle of Peter H. Coors, and great uncle of Peter J. Coors, is Director Emeritus. Andrew T. Molson and Geoffrey E. Molson are brothers. Eric H. Molson, father of Andrew T. and Geoffrey E. Molson, is also Director Emeritus.
The Board, the Nominating Committee, or the relevant Nominating Subcommittee recommends a vote FOR each of the persons listed above, and executed proxies that are returned will be so voted unless otherwise instructed.

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| 2016 Proxy Statement | 25

Board of Directors and Corporate Governance

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Molson Coors is committed to strong corporate governance, corporate responsibility and the accountability of our Board and our senior management team to our stockholders. The Board is elected annually by the stockholders to oversee their interests in the long-term success of the ~~Company.~~Company and its operating segments. 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,~~

Molson Coors is principally a holding company and our reporting segments include: Molson Coors Canada, operating in Canada; MillerCoors, which is our U.S. joint venture and is accounted for by us under the ~~Board held 5 meetings.~~

~~Board Leadership Structure~~

~~The Company separates~~equity method of accounting, operating in the ~~roles~~U.S.; Molson Coors Europe, operating in Bosnia-Herzegovina, Bulgaria, Croatia, Czech Republic, Hungary, Montenegro, Republic of ~~chairman~~Ireland, Romania, Serbia, Slovakia and the United Kingdom (Molson Coors UK); and MCI, operating in various other countries.

On November 11, 2015, we entered into a purchase agreement with Anheuser-Busch InBev SA/NV to acquire, contingent upon the closing of the ~~board~~acquisition of SABMiller by Anheuser-Busch InBev SA/NV as part of its previously announced definitive agreement to acquire SABMiller, all of SABMiller’s 58% economic interest and ~~chief executive officer pursuant to its bylaws. According~~50% voting interest in MillerCoors and all trademarks, contracts and other assets primarily related to the ~~Company’s bylaws, the chairman~~Miller brand portfolio outside of the ~~board is appointed by~~U.S. and Puerto Rico. Following the ~~Class A-C nominating subcommittee, or the Class A-M nominating subcommittee, alternating on a biennial basis. Andrew T. Molson was appointed Chairman~~closing of the ~~Board by~~pending acquisition, which is expected to close in the ~~Class A-M nominating subcommittee effective May 2011, and he~~second half of 2016, the Company 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~~own 100% of the ~~board to serve until the 2015 annual meeting~~outstanding equity and voting interests of ~~stockholders.~~

MillerCoors.

~~Table of Contents~~

~~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:~~

~~Nominating Body~~		~~Director Nominees~~
*~~Class A-C Nominating Subcommittee:~~* ~~Peter H. Coors~~ ~~Christien Coors Ficeli~~		· ~~5 director nominees to be elected by holders of Class A common stock and Special Class A stock, voting together as a class (referred to as Coors Directors)~~ · ~~A majority must be independent~~
		KEY CORPORATE GOVERNANCE DOCUMENTS
*~~Class A-M Nominating Subcommittee:~~* ~~Andrew T. Molson~~ ~~Geoffrey E. Molson~~		· ~~5 director nominees~~ Please visit the Company's Website to ~~be elected by holders of Class A common stock and Special Class A stock, voting together as a class (referred to as Molson Directors)~~ · ~~A majority must be independent~~ view the following documents:
		• Restated Certificate of Incorporation
*~~Nominating Committee:~~* ~~Peter H. Coors~~ ~~Christien Coors Ficeli~~ ~~Andrew T. Molson~~ ~~Geoffrey E. Molson~~ ~~Sanford E. Riley~~		· ~~2 director nominees to be elected by holders of Class A common stock and Special Class A stock, voting together as a class~~ · ~~Must include Chief Executive Officer (currently Peter Swinburn) and one member of management approved by at least two-thirds of authorized number of directors (currently vacant)~~ • Bylaws
		• Code of Business Conduct
~~Molson Coors Brewing Company~~ • Board of ~~Directors:~~ Directors Charter & Corporate Governance Guidelines
• Board Committee Charters

· ~~3 director nominees to be elected by holders~~

Corporate Responsibility, Corporate Governance Guidelines and Code of ~~Class B common stock and Special Class B stock, voting together as a class~~

· ~~All nominees must be independent~~

· ~~Nominations must be approved by at least two-thirds of the authorized number of directors (including vacancies)~~

Business Conduct

~~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.

~~Table of Contents~~

~~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~~Responsibility is integral to our business strategy and includes our commitments to focus on material issues regarding governance, ~~and~~ ethics, alcohol responsibility, environmental ~~sustainability,~~stewardship, sustainable sourcing and investments in our people and ~~communities, and taking our best practices to our supply chain. In 2011-12,~~ communities.

Molson Coors ~~was listed~~has been recognized as the Dow Jones Sustainability Index Beverage Sector Leader for two consecutive years (2013/14 and 2012/13), and have been recognized on the Dow Jones Sustainability Index, the World Index for four years and the North ~~America, and~~American Index for ~~2012-13,~~five successive years.

At Molson Coors, ~~is the global beverage sector leader on the Dow Jones Sustainability World Index. More information, including targets~~we use Our Beer Print as our way of talking about Corporate Responsibility in an uncomplicated way. Put simply, Our Beer Print describes our relationship with our communities, our



		\| 2016 Proxy Statement \| 26

Board of Directors and ~~performance indicators, is available at~~ ~~www.OurBeerPrint.com~~.Corporate Governance

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Key Terms

environment and our people. We challenge ourselves to grow our positive Beer Print and shrink our negative Beer Print in every function of our business, in every geography where we operate. We use Our Beer Print to engage our employees to consider corporate responsibility as part of every role and operation.

Our approach to improving Our Beer Print is laid out in our 2020 Sustainability Strategy. Launched in 2013, the strategy outlines how we manage energy, GHG emissions, water and solid waste and sets out how we will meet our 2020 ambitions.

In 2012, we built on long-standing efforts to reduce harmful drinking by becoming a signatory of the Beer, Wine and Spirits Producers’ Commitments to Reduce Harmful Drinking. In support of such commitments we have a robust plan to ensure support across the business, with particular emphasis on our commercial activity through a Commercial Integrity Policy incorporating the recently launched International Alliance for Responsible Drinking Digital Guiding Principles. You can find out more about Molson Coors, our approach and key material issues by reviewing Our Beer Print Corporate Responsibility Report which is published annually and the July 2015 report is available on www.OurBeerPrint.com. The information contained on www.OurBeerPrint.com, the Corporate Responsibility Report and the 2020 Sustainability Report is not incorporated by reference into this Proxy Statement.

Corporate Governance Guidelines

The Board has adopted the Board of Directors Charter and Corporate Governance Guidelines ~~(Corporate Governance Guidelines)~~ to promote the effective governance of the Company and proper functioning of the Board and its ~~committees, and to~~Committees. The Corporate Governance Guidelines 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 Board ~~performance.~~regularly reviews developments in corporate governance to respond to these new developments as necessary and appropriate. The Corporate Governance Guidelines are available on ~~our website at~~ ~~www.molsoncoors.com.~~

~~In addition, all~~the Company's Website.

Code of Business Conduct

All of our directors and employees, including our ~~Chief Executive Officer, Chief Financial Officer,~~CEO, CFO, and other senior financial and executive officers, are bound by our Code of Business Conduct which complies with the requirements of the NYSE and the ~~Securities and Exchange Commission (SEC)~~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~~.the Company's Website. 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~~the Company's Website within 4four business days following the date of such amendment or waiver.

Board and Committee Governance

Board Leadership Structure

The Company separates the roles of Chairman and CEO pursuant to its Bylaws. According to the Company's Bylaws, the Chairman is appointed by the Class A-C Nominating Subcommittee, or the Class A-M Nominating Subcommittee, alternating on a biennial basis. Geoffrey E. Molson was appointed Chairman by the Class A-M Nominating Subcommittee effective June 2015, and he will serve in this position until the 2017 Annual Meeting of Stockholders. The Class A-C Nominating Subcommittee has the right to appoint the Chairman following the 2017 Annual Meeting of Stockholders to serve until the 2019 Annual Meeting of Stockholders.



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~~Board’s~~Return to Key Terms

Board Size
The Board has currently set the number of directors at 15, consisting of 12 Class A directors and three 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 allow for the Board to change the size of the Board by resolution which must be approved by 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 voting stock, voting together as a class.

Board's Role in Risk Oversight

The Board is responsible for ~~identifying~~overseeing the ~~principal~~Company's ERM Program to ensure that is appropriately designed to identify and manage the principle risks of the ~~Company’s~~Company's business. The Board realizes that the achievement of the Company's strategic objectives necessarily involves taking calculated risks. In addition, as the Company's business evolves, these risks change. The ERM Program is designed to enable the Company to appropriately identify, monitor, manage, prioritize and ~~ensuring the implementation of appropriate systems to manage~~mitigate these risks, and ~~shares oversight~~foster a cultural of integrity, risk awareness and ~~monitoring of~~compliance within the ~~Company’s enterprise~~Company. The Board has also tasked the committees as designated below with certain risk management categories, and these committees regularly report to the Board:



Board/Committee	Primary Areas of Risk Oversight
The Board	• Oversight of the implementation of appropriate systems to manage the principle risks of the Company's business
	• Oversight and monitoring of the Company's ERM Program (shared with the Audit Committee)
	○ Annual review of the risk program
	• Review reports on risk assessment from the Audit and Compensation Committees
	○ Audit Committee reports are regularly sent to the Board
	○ Compensation Committee reports are sent to the Board when appropriate
	• Review regular Company management reports on the Company's most material risks and the degree of exposure to those risks
Audit Committee	• Oversight and monitoring of the Company's ERM Program is shared with the Board
	○ Annual review of the risks, actions and progress
	• Oversight of the management of the Company's major financial risks and its procedures for monitoring and controlling these risks
	• Monitor and oversee the Company's internal controls and internal audit function
Compensation Committee	Oversight of the risks relating to our compensation policies and practices
Finance Committee	Oversight of the financial matters and the risks related to the Company's capital structure, pension plans, taxes, currency risk and hedging programs.

Management is charged with managing the business and the risks associated with the ~~Audit Committee. The Audit Committee reviews~~enterprise and regular reporting to the ~~risks, actions~~Board. Management is able to regulate risk through the ERM Program, robust internal processes and ~~progress annually~~control environments, comprehensive internal and external audit processes, a strong ethics and compliance department and the ~~full Board reviews the risk program at their annual strategy meeting. The Audit Committee also oversees management~~Code of ~~the Company’s major financial risks~~Business Conduct 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~~other Company polices. Management communicates routinely with the Board, ~~when appropriate.~~ the committees and individual directors on the significant risks identified through the ERM Program.



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Board of Directors and Corporate Governance

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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~~

The Board believes its leadership structure is appropriate because it effectively allocates authority, responsibility and oversight between management and the non-management directors, including with respect to risk oversight.

To learn more about the risks facing the Company, you can review the risk factors included in Part I, "Item 1A. Risk Factors", starting on page 15 of the Annual Report.

Nominationof Directors

As a "controlled company" under the listing standards of the NYSE (NYSE Listing Standards), we are not required to have a nominating committee ~~reports,~~comprised solely of independent directors. Nominees for election to the Board ~~receives regular reports from~~will be selected by the Board, the Nominating Committee or a Nominating Subcommittee as follows:



Nominating Body	Director Nominees
Class A-C Nominating Subcommittee: Peter H. Coors Peter J. Coors	•	Five director nominees to be elected by holders of Class A common stock and Special Class A voting stock, voting together as a class (Coors Directors)
	•	A majority must be independent
Class A-M Nominating Subcommittee: Andrew T. Molson Geoffrey E. Molson	•	Five director nominees to be elected by holders of Class A common stock and Special Class A voting stock voting together as a class (Molson Directors)
	•	A majority must be independent
Nominating Committee: Peter H. Coors Peter J. Coors Andrew T. Molson Geoffrey E. Molson H. Sanford Riley	•	Two director nominees to be elected by holders of Class A common stock and Special Class A voting stock, voting together as a class
	•	Must include the CEO of the Company (currently Mark R. Hunter) and one member of management approved by at least two-thirds of authorized number of directors (currently vacant)
The Board:	•	Three director nominees to be elected by holders of Class B common stock and Special Class B voting stock, voting together as a class
	•	All nominees must be independent
	•	Nominations must be approved by at least two-thirds of the authorized number of directors (including vacancies)

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 Subcommittee, fall below certain ownership



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thresholds specified in the Company's Restated Certificate of Incorporation. The required thresholds are all currently satisfied.

Other Class A Directors

Class B Directors

The Board fills vacancies caused by the removal, resignation, retirement or death of any of the Class B directors. Any person elected by the Board must meet the requirements outlined in the "Qualifications of Director Nominees" section below.

Qualifications of Director Nominees

The Board, the Nominating Committee or a Nominating Subcommittee, as applicable, assesses any director nominees by taking into account a variety of factors including, but not limited to, the individual's:

diversity of opinion, personal and professional background and experience;

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

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

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

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

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

While the Company does not have a formal policy on diversity, the Board, the Nominating Committee and the Nominating Subcommittees regularly consider several diversity factors, which include race, gender, ethnicity, culture, nationality and geography, as part of any review or selection of individuals to fill vacancies or to serve on the Board.

Under the terms of the Company's Corporate Governance Guidelines, no person is eligible for nomination or election to the Board if such person has reached the age of 70 by the calendar year-end immediately preceding the Company’s ~~management~~next annual meeting, unless the Board approves an exception to this guideline on a case-by-case basis. These restrictions do not apply to any non-independent Class A director.

The Nominating Committee or a Nominating Subcommittee, as applicable, ultimately recommends nominees that it believes will enhance the ~~Company’s most material risks~~Board's ability to effectively manage and direct 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~~affairs and business of the ~~aggregate meetings~~Company. Potential director nominees may come to the attention of the Company through management, current members of the Board or stockholders. From time to time, the Board uses third party search firms to identify and/or evaluate potential nominees. Ms. DeVita and Ms. Ferguson-McHugh 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 may do so by providing advance written notice to the Company following the procedures set forth under "How do I submit a proposal for action at the 2017 Annual Meeting of Stockholders?" in the "Questions and Answers" section of this Proxy Statement. Any such recommendation must be accompanied by the information specified in Section 1.9.2 of our Bylaws.



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Director Independence

Although as a "controlled company," we are not required to have a majority of independent directors under the NYSE Listing Standards, 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 in the best interests of the Company. Additionally, the Company has adopted director independence standards which are set forth in the "Director Independence Standards" section below.

The following directors and director nominee are independent under the NYSE Listing Standards, our Restated Certificate of Incorporation and the ~~committees~~Company's Director Independence Standards:



Independent Directors
	Betty K. DeVita	Franklin W. Hobbs
	Roger G. Eaton	Iain J.G. Napier
	Mary Lynn Ferguson-McHugh	H. Sanford Riley
	Brian D. Goldner¹	Douglas D. Tough
	Charles M. Herington	Louis Vachon

1 Mr. Goldner has decided not to stand for re-election to the Board.

The independence determination for the above directors, other than Ms. DeVita, was made by the Board at its meeting held on ~~which they serve during 2012. Directors are~~ ~~encouraged~~February 25, 2016. The Nominating Committee determined that Ms. DeVita was independent at a special meeting held on April 5, 2016. None of the directors who were determined to ~~attend~~be independent had any relationships that were outside the ~~annual meeting of stockholders. Twelve directors, each of whom were serving~~categorical guidelines listed in the Director Independence Standards.

Director Independence Standards

A director is independent if the Board has made an affirmative determination that such director has no material relationship with the Company that would impair his or her independent judgment (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). In the process of making such determinations, the Board will consider the nature, extent and materiality of the director's relationships with the Company and the Board will apply the following guidelines that are consistent with the independent requirements as defined under the NYSE Listing Standards. A director will be deemed not to be independent by the Board, if the Board finds that:

a. a director is, or has been within the last three years, an employee of the Company, or an immediate family member is, or has been within the last three years, an executive officer of the Company;

b. a director has received or has an immediate family member who has received, during any 12-month period within the last three years, more than $100,000 in direct compensation from the Company, other than director fees, a pension or other forms of deferred compensation for prior service;

c. a director (i) is or has an immediate family member who is a current partner of a firm that is the Company's internal or external auditor; (ii) is a current employee of such a firm; (iii) has an immediate family member who is a current employee of such a firm and who participates in the firm's audit, assurance or tax compliance practice (but not tax planning); or (iv) was or has an immediate family member who was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on the Company's audit within that time;



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d. a director is or has an immediate family member who is, or has been within the last three years, employed as an executive officer of another company where any of the Company's present executive officers at the same time ~~attended~~serves or served on that company's compensation committee;

e. a director is currently employed, or a director's immediate family member is currently employed as an executive officer, by an entity (including a tax-exempt entity) that makes payments to, or receives payments from, the ~~2012 annual meeting.~~

Company for goods or services (other than charitable contributions) in an amount that exceeds, in a single fiscal year, the greater of $1 million or 2% of that entity's consolidated gross revenues; or

f. a director, or a director's immediate family serves as an officer, director or trustee of a charitable organization, where the Company's discretionary contributions are in an amount that exceeds the greater of $1 million or 2% of the charitable organization's consolidated gross revenues.

For purposes of these standards, "immediate family member" includes a director's spouse, parents, children, siblings, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law, sisters-in-law and anyone (other than domestic employees) who shares the director's home; and "company" includes any subsidiary in the consolidated group of the Company.

BoardCommittees

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

Each committee has a written charter that is available on the Company's Website.

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

~~Audit Committee~~					~~Compensation and Human Resources Committee~~	~~Finance Committee~~

Director Name	Audit	Compensation	Finance	Nominating
Peter H. Coors				A-C (Chairman)
Peter J. Coors				A-C
Mary Lynn Ferguson-McHugh		Member
Roger G. Eaton	Chairman
Brian D. Goldner ¹		~~Francesco Bellini~~ Chairman
Charles M. Herington	Member
Franklin W. Hobbs	Member	~~Charles M. Herington~~	Member	~~Peter H. Coors~~
Iain J.G. Napier* Andrew T. Molson		H. Sanford Riley*		Franklin W. Hobbs* A-M
~~Louis Vachon~~ Geoffrey E. Molson		~~Douglas Tough~~		A-M
Iain J.G. Napier	Member		Member
H. Sanford Riley		Member		Member
Douglas D. Tough		Member
Louis Vachon			Chairman


1	Mr. Goldner has decided not to stand for re-election to the Board, but will remain Chairman of the Compensation Committee through the Annual Meeting.



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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

Primary Responsibility.

Under the terms of its charter, the Audit Committee ~~assists~~represents and ~~represents~~assists the Board in ~~fulfilling its oversight responsibility relating to~~ overseeing:

the integrity of the ~~Company’s financial statements and~~Company's financial reporting process and the ~~system~~Company's financial statements;

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

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

the Company's internal audit function;

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

the Company's corporate responsibility efforts;

the Company's risk management efforts including oversight of the Company's ERM Program;

the preparation of the report that is required by the SEC to be included in this Proxy Statement; and

review and discuss with the independent auditors, financial and senior management, the internal ~~audit function~~auditors, the ethics and compliance managers and the ~~engagement of~~Board, the ~~Company’s independent auditors and their annual independent audit of the Company’s financial statements. The Audit Committee also oversees the Company’s~~Company's policies and procedures with respect to risk assessment and risk management.

The Audit Committee also reviews and discusses the Company's major financial risk exposures, the ERM Program and the steps management has taken to monitor and control such exposures.

For more information on the Audit ~~Committee’s~~Committee's role in risk oversight see the discussion under ~~“Board’s~~"Board's Role in Risk ~~Oversight”~~Oversight" section beginning on page ~~14.~~

28.

The Audit Committee ~~met~~Report is included on page 92.

Meetings Held in 2015: 8 ~~times in 2012.~~

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

Compensation Committee

Primary Responsibility.

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

The Compensation Committee also makes all decisions regarding the implementation and administration of the ~~Company’s~~ Company's incentive compensation, equity compensation and other benefit plans and ~~programs.~~programs, including certain aspects of the Company's retirement plans. The Committee also oversees:

the Company's talent retention and development, including leadership development;

its talent pipeline and succession planning, including for the CEO, executive officers and other senior management;

its programs and systems for performance management; and

its commitment to diversity.



		\| 2016 Proxy Statement \| 33

Board of Directors and Corporate Governance

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Return to Key Terms

The Compensation Committee ~~met 8 times in 2012. Each member meets~~may form one or more subcommittees, each of which may take such actions as may be delegated by the ~~independence requirements of~~Compensation Committee. The Compensation Committee may delegate its authority, except to the ~~listing standards of the NYSE, the Company’s~~extent prohibited or restricted by applicable law or regulation or by our Restated Certificate of Incorporation ~~and the Director Independence Standards.~~

or Bylaws.

The details of the processes and procedures used for determining compensation of the ~~Company’s~~Company's executive officers are set forth in the CD&A section beginning on page ~~26.~~

48.

The Compensation Committee Report is included on page 70.

Third Party Resources: Under the terms of its charter and consistent with applicable law and the rules of the NYSE, the Compensation Committee has the sole authority to:

select, retain, compensate, direct, oversee and terminate compensation consultants, outside counsel and other advisors necessary and appropriate to assist or advise it in carrying out its duties and obligations; and

fund, as determined by the Compensation Committee, expenses of the Compensation Committee and its advisors that are necessary or appropriate in carrying out its duties and obligations.

Under the terms of its charter and consistent with applicable law and the NYSE Listing Standards, the Compensation Committee may select an advisor only after taking into consideration all factors relevant to that person's independence from management, including the following:

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

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

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

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

any stock of the Company owned by the advisor; and

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

After considering the above independence factors, the Compensation Committee retained ~~Pay Governance LLC (Pay Governance)~~ as its compensation consultant, Pay Governance to provide independent advice and assist in the development and evaluation of the ~~Company’s~~Company's executive and director compensation policies.

The Compensation Committee ~~Report is included on page 43~~does not believe that there are any conflicts of ~~this proxy statement.~~interest with Pay Governance.

Meetings Held in 2015:

Independence. Each member meets the independence requirements of the NYSE Listing Standards, the Company's Restated Certificate of Incorporation, the Company's Director Independence Standards and applicable federal laws and regulations. Each member also qualifies as a "Non-Employee Director" for purposes of Rule 16b-3 under the Exchange Act and as an "Outside Director" for purposes of Section 162(m) of the Code.

Finance Committee

Primary Responsibility.

Under the terms of its charter, the Finance Committee assists the Board in fulfilling its responsibilities relating to the oversight of the ~~Company’s~~Company's financial affairs, including overseeing and reviewing the Company's financial position and policies, and approval of the Company's financing activities. The Finance Committee's responsibilities and duties include:

monitoring the Company's financial, hedging and investment policies and strategies, as well as the Company's tax strategies and ~~guidelines.~~

legal equity structure;



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Board of Directors and Corporate Governance

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

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

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

subject to certain issuances requiring Board approval or delegated to the CEO and CFO, reviewing and approving the amounts, timing, types, issuances, incurrence and terms of: (i) debt facilities, indentures or other arrangements for indebtedness of the Company; and (ii) liability management transactions including amendments, purchases and repayments prior to maturity related to the Company's outstanding debt securities;

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

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

monitoring and approving the Company's dividend and share repurchase policies and programs provided that: (i) any proposed dividends, where the amount of the dividend differs from the amount of a dividend approved by the Board for the preceding quarter; and (ii) any share repurchase programs which shall require recommendation by the Finance Committee ~~met 4 times~~to the Board and final approval by the Board.

Meetings Held in ~~2012.~~2015:

Independence. Each member meets the independence requirements of the NYSE Listing Standards, the Company's Restated Certificate of Incorporation, the Director Independence Standards and applicable federal laws and regulations.

Nominating Committee

Primary Responsibility.

Under the terms of its charter, ~~and~~ the ~~Company’s~~Company's Restated Certificate of Incorporation and the delegation by the Board, the responsibilities and duties of the Nominating ~~Committee: (1) nominates~~Committee and its Nominating Subcommittees include, among other things:

nominating 12 candidates to stand for election by the holders of Class A common stock and Special Class A ~~stock; (2) recommends~~voting stock as further described in the "Nomination of Directors" section starting on page 29;

recommending to the Board 3three candidates for election by the holders of the Class B common stock and Special Class B voting stock; ~~(3) assists~~

assisting the Board in evaluating candidates for nomination recommended by the stockholders; ~~(4) oversees~~

monitoring and overseeing the annual evaluation of the ~~Board;~~Board and ~~(5) takes~~the Board Committees;

reviewing and preparing for approval by the Board, the Company's annual operating plan and the annual budget for the activities and operations of the Board;

periodically evaluates and recommends to the Board policies for retirement, resignation and retention of the directors;

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

identifying and recommending for approval by the Board, candidates for CEO of the Company and oversee succession planning for the CEO; and

taking up other business properly presented to it.

~~The~~

In addition, the Nominating Committee ~~met 6 times~~periodically evaluates and recommends criteria for Board members to be adopted by the Nominating Committee and the Board.

Meetings Held in ~~2012.~~

2015:154

Independence. As a "controlled company," we are not required under applicable NYSE Listing Standards to have a nominating committee consisting entirely of directors who meet the independence requirements of the NYSE Listing Standards.



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Board of Directors and Corporate Governance

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Key Terms

Directors' Attendance
The Board held nine meetings during 2015. All incumbent directors attended 75% or more of the aggregate meetings of the Board and the Board Committees on which they served during 2015. The directors are encouraged to attend the Annual Meeting. Ten of the 12 incumbent directors standing for election at the 2015 Annual Meeting of Stockholders attended such annual meeting.
Board and Committee Self-Assessments
The Board and the Board Committees conduct annual self-assessments to evaluate the qualifications, experience, skills and balance of the Board and each Board Committee and to ensure that the Board and each Board Committee is working effectively. In addition, management, through the CEO, provides feedback to the Board on how the Board operates and suggested areas of improvement. These self-assessments are used by the Nominating Committee in evaluating the Board and the Board Committees' composition and in filling any director vacancies.
Executive Sessions of Non-Employee and Independent Directors
The Board and each of the Board Committees generally hold executive sessions of its non-employee directors at each regularly scheduled meeting. In addition, the independent directors meet in executive sessions at each regularly scheduled Board meeting.
Certain Governance Policies
Hedging, Pledging and Short Sale Policies
Under our insider trading policy (Insider Trading Policy), directors, executive officers, including our NEOs and other employees, are prohibited from purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of the individual's securities holdings in the Company.
In addition, our Insider Trading Policy provides that directors, executive officers, including our NEOs, and other employees are prohibited from purchasing securities on margin, borrowing against any account in which securities of the Company are held or pledging securities as collateral for a loan, except they may pledge Company securities as collateral for a loan (not including margin debt) with the prior approval of the Chief People and Legal Officer or Deputy General Counsel and the CFO.
Our directors, executives and employees are also prohibited from engaging in short sales related to the Company's common stock.
Clawback Policy
The Company adopted an enhanced clawback policy that applies to compensation paid in and after fiscal year 2015. Under the policy, the Company will use reasonable efforts to recoup from its current and former executive officers and other employees designated by the Compensation Committee any excess incentive based compensation awarded as a result of an accounting restatement due to material noncompliance with financial reporting requirements under the U.S. federal securities laws regardless of whether such officers were at fault in the circumstances leading to the restatement.
The Compensation Committee will also modify this recovery policy based on the requirements to be issued by the NYSE pursuant to the mandate of Dodd-Frank once the NYSE rules are finalized.

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Board of Directors and Corporate Governance

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Stockholder Engagement
As the Board is elected by the stockholders to oversee their interests in the long-term success of the Company, we believe that it is essential to actively engage with our stockholders. The Company regularly engages with our stockholders during the year to get their feedback about our governance policies, compensation practices and other matters of importance.
In addition, we have provided several avenues that allow for stockholders to engage with the Board including: the annual election of directors, the ability to attend the Annual Meeting, the annual advisory vote to approve executive compensation, known as say-on-pay, the ability to submit stockholder proposals and the ability to directly communicate with the Board.
Stockholders and other interested parties may communicate directly with the Chairman of the Board, Chairman of the Audit Committee, any individual director or the non-employee directors as a group by writing to those individuals or the group at the following address: Molson Coors Brewing Company, c/o Secretary, 1801 California Street, Suite 4600, Denver, Colorado 80202.

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| 2016 Proxy Statement | 37

Director Compensation

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DIRECTOR COMPENSATION

General

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

2015 Compensation

For ~~2012,~~ ~~Directors~~2015, 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.RSUs. All ~~Directors~~directors are reimbursed for any expenses incurred while attending the Board or ~~committee~~any Committee meetings and in connection with any other Company business. ~~In situations where spouses~~Board members also receive tax reporting and filing assistance given the complexities created by having Board meetings across multiple countries and tax jurisdictions. Below is an annual schedule of fees for 2015. Fees are ~~invited~~prorated according to ~~attend, these expenses are reimbursed as well.~~

~~As an~~ ~~employee member~~dates 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.

service.



Compensation Element	Base Retainer	Chairman & Vice Chairman of the Board	Chairman of the Audit Committee	Chairman of the Compensation Committee	Chairman of the Finance Committee
Cash	$100,000	$175,000	$115,000	$115,000	$110,000
RSUs	$125,000	$125,000	$125,000	$125,000	$125,000
Total	$225,000	$300,000	$240,000	$240,000	$235,000

Under the ~~Directors~~Company's Directors' Stock Plan, ~~Directors~~directors may elect to receive 0%, 50% or 100% of their annual cash retainer in the form of ~~either~~either: (i) shares of Class B common ~~stock,~~stock; or (ii) ~~deferred stock units (DSUs),~~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~~director's service on the Board terminates. ~~Beginning in 2012,~~ Directors ~~received~~receive dividend equivalents on their DSUs.

Director Stockholding Requirements

In order to further align the interests of ~~Directors~~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~~director should own stock or stock equivalents with a value equal to five times his or her annual ~~cash~~ retainer. All of our ~~Directors~~incumbent directors currently meet or are on track to meet this requirement. Shares owned directly by the ~~Director~~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.~~guidelines (currently no non-employee board members have outstanding stock options).



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Director Compensation

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Table of Contents

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Director Compensation Table

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

Name

Fees Earned or
Paid in Cash ($)
(b)

Stock
Awards ($)
(c)

All Other
Compensation
($) (7)

Total ($)

Francesco Bellini

100,000

100,023

20,088

220,011

John Cleghorn (1)

50,000

—

2,152

52,152

Christien Coors Ficeli

100,000

100,023

7,990

208,013

Roger Eaton (2)

58,517

100,008

3,237

161,762

Brian Goldner

100,000

100,023

6,657

206,680

Charles Herington

100,000

100,023

19,027

219,050

Franklin Hobbs

110,000

100,023

20,519

230,542

Andrew Molson (3)

175,000

100,023

8,760

283,783

Geoffrey Molson

100,000

100,023

8,760

208,783

Iain J.G. Napier

115,000

100,023

8,760

223,783

David O’Brien (4)

41,209

—

2,152

43,361

H. Sanford Riley

110,000

100,023

21,195

231,218

31, 2015.



Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	All Other Compensation⁴ ($)	Total ($)
Peter H. Coors¹	175,000	125,016	15,286	315,302
Peter J. Coors²	57,418	125,016	2,054	184,488
Christien Coors Ficeli²	42,582	—	—	42,582
Roger G. Eaton	107,500	125,016	34,874	267,390
Mary Lynn Ferguson-McHugh³	57,418	125,016	2,054	184,488
Brian D. Goldner	115,000	125,016	21,093	261,109
Charles M. Herington	100,000	125,016	88,008	313,024
Franklin W. Hobbs	100,000	125,016	97,035	322,051
Andrew T. Molson¹	131,937	125,016	15,286	272,239
Geoffrey E. Molson¹	143,063	125,016	15,286	283,365
Iain J.G. Napier	107,500	125,016	27,146	259,662
H. Sanford Riley	100,000	125,016	95,728	320,744
Douglas D. Tough	100,000	125,016	15,286	240,302
Louis Vachon	110,000	125,016	35,669	270,685

Effective June 3, 2015, Mr. Peter H. Coors was the Vice Chairman and Mr. Geoffrey E. Molson was the Chairman. Prior to June 3, 2015, Mr. Peter H. Coors was the Chairman and Mr. Andrew E. Molson was the Vice Chairman. Mr. Peter H. Coors' employee compensation received during 2015 for his services as the Chairman of the Board of the MillerCoors joint venture is described in the "Summary Compensation Table" on page 71.


2	Ms. Coors Ficeli ceased to serve on the Board effective June 3, 2015. Peter J. Coors was appointed as a director on June 3, 2015.


3	Ms. Mary Lynn Ferguson-McHugh was appointed as a director on June 4, 2015.

~~Table of Contents~~

Name

Fees Earned or
Paid in Cash ($)
(b)

Stock
Awards ($)
(c)

All Other
Compensation
($) (7)

Total ($)

Douglas Tough (5)

85,450

127,036

3,129

215,615

Louis Vachon (6)

58,517

100,008

3,237

161,762

~~(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~~4 Represents dividends accrued on unvested RSUs and DSUs.

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

For ~~2012,~~ 2015, the ~~Directors~~directors made the following elections under the ~~Directors~~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.~~

Plan:



Ÿ		Retainer paid in 100% cash: Peter H. Coors, Peter J. Coors, Christien Coors Ficeli, Mary Lynn Ferguson-McHugh, Andrew T. Molson, Geoffrey E. Molson, H. Sanford Riley and Douglas D. Tough
Ÿ		Retainer paid in 50% DSUs and 50% cash: Iain J.G. Napier
Ÿ		Retainer paid in 100% DSUs: Roger G. Eaton, Brian D. Goldner, Charles M. Herington, Franklin W. Hobbs and Louis Vachon

Stock Awards ~~(Column (c))~~

On ~~May 30,~~ ~~2012,~~June 4, 2015, each ~~Director~~director received an annual equity grant of ~~2,566~~1,670 RSUs with a grant date fair value of ~~$38.98~~$74.86 per share of Class B ~~share~~common stock 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.~~$125,016. The grant date fair value is calculated in accordance with FASB Topic 718. The assumptions used to calculate these amounts are incorporated by reference to Note 13 "Share-Based Payments" to the Company's



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Director Compensation

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consolidated financial statements in the Annual Report. The RSUs cliff vest on June 4, 2018, or upon retirement of the director from the Board, whichever comes first. Upon vesting of RSUs, the ~~Director~~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~~director's outstanding ~~RSU~~RSUs, DSUs and stock option awards as of December ~~29, 2012.~~ 31, 2015.



Name	RSUs¹	DSUs¹	Stock Options Outstanding²
Peter H. Coors	5,534	—	150,915
Peter J. Coors	1,670	—	—
Christien Coors Ficeli	—	—	—
Roger G. Eaton	5,534	6,109	—
Mary Lynn Ferguson-McHugh	1,670	—	—
Brian D. Goldner	5,534	3,092	—
Charles M. Herington	5,534	15,947	—
Franklin W. Hobbs	5,534	17,663	—
Andrew T. Molson	5,534	—	—
Geoffrey E. Molson	5,534	—	—
Iain J.G. Napier	5,534	3,787	—
H. Sanford Riley	5,534	15,668	—
Douglas D. Tough	5,534	—	—
Louis Vachon	5,534	6,387	—


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


2	Stock options have not been granted to members of the Board since 2008.

[The ~~Company has not granted stock options to Directors since 2008.~~

Name

RSUs (1)

Vested Stock Options (2)

Francesco Bellini

6,884

814

Christien Coors Ficeli

6,884

—

Roger Eaton

2,601

—

Brian Goldner

5,842

—

Charles Herington

6,884

8,000

Franklin Hobbs

6,884

8,000

Andrew Molson

6,884

—

Geoffrey Molson

6,884

—

Iain J.G. Napier

6,884

—

H. Sanford Riley

6,884

2,448

Douglas Tough

3,259

—

Louis Vachon

2,601

—

~~(1)Includes shares~~remainder 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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Related Party Transactions

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~~INDEPENDENCE AND~~ Key Terms

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:

~~Francesco Bellini~~	~~Charles M. Herington~~	~~H. Sanford Riley~~
~~Roger Eaton~~	~~Franklin W. Hobbs~~	~~Douglas D. Tough~~
~~Brian D. Goldner~~	~~Iain J.G. Napier~~	~~Louis Vachon~~ Approval of Related Person Transactions

~~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”~~"related person" transactions. Under the policy, the Chairman of the Audit Committee (the Audit Chairman) or the Audit Committee is ~~responsible for reviewing and pre-approving or ratifying (as applicable),~~required to approve all related person transactions, ~~in which (i)~~unless the ~~aggregate amount involved will or is expected to exceed $100,000, (ii)~~transaction requires Board approval under the Company's Bylaws because it involves transactions between 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 Molson or Coors families.

Under the policy, the Company's directors, executive officers and beneficial owners of more than 5% of the Company's Class A common stock, Class B common stock, Class A exchangeable shares, Class B exchangeable shares or other voting securities (collectively, 5% beneficial owners) are expected to disclose the material facts of any transaction that could be potentially considered a "related person" transaction to the Company.

The Audit Chairman is authorized to approve or ratify: (a) any related person transaction that involves an aggregate amount of less than $1 million and does not involve any members of the Molson ~~families.~~

or Coors families; and (b) any related person transaction not subject to Item (a) only when, in the judgment of both the Audit Chairman and the Chief Legal Officer, it would not be practicable to wait for the next Audit Committee meeting to approve or ratify the transaction. The Audit Committee will review and determine whether to approve or ratify any related person transaction submitted by the Chief Legal Officer and the Audit Chairman.

In determining whether to approve or ratify a transaction subject to the policy, the Audit Chairman or the Audit Committee, ~~takes into account~~as the case may be, will review the relevant facts regarding the transaction including: (a) the extent of the related person’s interest in the transaction; (b) whether the transaction is on terms no less favorable than terms generally available to or from an unaffiliated ~~third party~~third-party under the same or similar ~~circumstances~~circumstances; and (c) whether the ~~extent~~related person transaction is consistent with the best interests 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.

Company and its stockholders.

Each of the transactions and relationships set forth below were ~~either (1) pre-approved or~~ ratified and approved in the manner and to the extent required by the ~~Audit Committee or by~~Company's related party transaction approval requirements described above.

Certain Related Person Transactions

Eric H. Molson, the ~~Chair~~father of Andrew T. Molson and Geoffrey E. Molson, serves as a Director Emeritus. In connection with his role, he has the ability to recommend up to $325,000 per year in charitable contributions.

The Company has contractual relationships with the Montreal Canadiens. Geoffrey E. Molson, the Chairman and Andrew T. Molson, a member of the ~~Audit Committee, pursuant~~Board, are affiliated with the general partner and one of the limited partners of CH Group Limited Partnership, the owner of the Montreal Canadiens, the Bell Centre, Spectra, Equipe and evenko. Geoffrey E. Molson is also the President and Chief Executive Officer of CH Group Limited Partnership. In 2015, the Company made payments totaling approximately CAD $5.1 million to the Montreal Canadiens in marketing, advertising, promotional endeavors and sponsorship rights in the ordinary course of business and the Montreal Canadiens made payments totaling approximately CAD $3.3 million to the Company according to the terms of our agreements and purchased our products in the ~~Company’s related party transactions policy, or (2) pre-approved or ratified by~~ordinary course of business. The business relationship has been in place for many years, it is fair and reasonable, and it is comparable to market conditions for similar business relationships.



		\| 2016 Proxy Statement \| 41

Related Party Transactions

Return to Table of Contents

Return to Key Terms

In addition, when a ~~supermajority~~predecessor entity to the Company divested its ownership interest in the Montréal Canadiens, it agreed to assume the liability associated with the Montreal Canadiens Deferred Compensation Plan for the benefit of the ~~Board according to~~Montreal Canadiens' players and coaches. In 2015, the ~~bylaws.~~

~~Certain Related Person Transactions~~

Company made annual pension payments of less than $200,000 under such plan.

From time to time, we employ members of the Coors and Molson families, which together own a controlling interest in the Class A shares of the Company. Hiring and placement decisions are made based upon merit and compensation packages that 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)~~Peter J. Coors) is employed by the Company and Peter J. Coors ~~(son of Peter H. Coors and brother of Christien Coors Ficeli) are~~is employed by MillerCoors, each in non-executive positions.

~~MillerCoors purchases a large portion of its paperboard packaging from Graphic Packaging Holding Company (GPHC). The~~ In 2015, David S. Coors ~~Trust~~ and ~~various other~~Peter J. Coors ~~family trusts, collectively through Adolph~~each received compensation less than $200,000, which included salary, bonus and/or equity awards. In addition, Peter J. 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,~~received compensation for his role as 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~~

~~Table of Contents~~

~~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.

~~Table of Contents~~

~~SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS~~

~~Roger Eaton~~

~~Franklin W. Hobbs~~

~~Iain J.G. Napier (Chairman)~~

~~Louis Vachon~~

~~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:~~

Fiscal Year

2012

2011

(in thousands)

Audit Fees(1)

$
3,526

$
2,409

Audit-Related Fees(2)

354

201

Tax Fees(3)

56

68

All Other Fees(4)

6

77

Total Fees

$
3,942

$
2,755

~~(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 asfurther described in the ~~Compensation Discussion and Analysis beginning on page 26 and the Executive Compensation~~"Director Compensation" section beginning on page ~~43. This proposal is also referred~~38.

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		\| 2016 Proxy Statement \| 42

Management

Return to ~~as the say on pay vote.~~

Table of Contents

~~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~~Return 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~~Key Terms

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

~~Table of Contents~~

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~~MANAGEMENT

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.

Name of beneficial owner

Number of
Class A Shares

Percent of
class(1)

Number of
Class B Shares(2)

Percent of
class(1)

5% Stockholders:

Adolph Coors, Jr. Trust

5,044,534
(3)
92.50
%(3)
12,071,422
(4)
6.83
%
Pentland Securities (1981) Inc.

5,044,534
(3)
92.50
%(3)
3,449,600
(5)
1.95
%
4280661 Canada Inc.

5,044,534
(3)
92.50
%(3)
—

—

Adolph Coors Company LLC(4)

2,520,000

46.21
%
12,071,422
(4)
6.83
%
Peter H. Coors

2,000
(6)
*

13,811,836
(6)
7.77
%
Andrew T. Molson

5,095,034
(7)
93.42
%
5,785,272
(7)
3.27
%
The Vanguard Group

—

—

9,010,815
(8)
5.10
%
Directors:

Francesco Bellini

—

—

53,361
(9)
*

Christien Coors Ficeli

—
(10)
—

7,439
(10)
*

Roger Eaton

—

—

1,346
(11)
*

Brian D. Goldner

—

—

4,833

*

Charles M. Herington

—

—

32,370
(12)
*

Franklin W. Hobbs

—

—

35,181
(13)
*

Geoffrey E. Molson

52,032
(14)
*

2,349,426
(14)
1.33
%
Iain J.G. Napier

—

—

3,306

*

H. Sanford Riley

—

—

44,812
(15)
*

Peter Swinburn

—

—

851,640
(16)
*

Douglas D. Tough

—

—

—

—

Executive Officers

~~Table of Contents~~

Name of beneficial owner

Number of
Class A Shares

Percent of
class(1)

Number of
Class B Shares(2)

Percent of
class(1)

Louis Vachon

—

—

1,346
(17)
*

Management:

Gavin Hattersley

—

—

—

—

Stewart Glendinning

—

—

239,932
(18)
*

Mark Hunter

—

—

231,607
(19)
*

Samuel Walker

—

—

343,084
(20)
*

All directors and executive officers as a group, including persons named above (20 persons)

5,149,066
(3)
94.41
%(3)
23,910,856
(20)
13.35
%(21)

*~~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

~~Table of Contents~~

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:~~

as further described below as of the Record Date. Effective as of May 2, 2016, the Board named Mr. Mauricio Restrepo as the Company's CFO at which time Mr. David Heede will return to his position as Chief Financial Officer of Molson Coors Europe.

~~Name~~		~~Age~~		~~Office and Business Experience~~

Peter H. Coors		66		~~See “Election of Directors” above.~~
			Vice Chairman of Molson Coors since May 2015. Age: 69 Business Experience: See Proposal No. 1 - Election of Directors starting on page 16.
~~Peter Swinburn~~	60		~~See “Election of Directors” above.~~
				Mark R. Hunter
~~Krishnan Anand~~	55		President and CEO of Molson Coors ~~International~~since January 2015. Age: 53 Business Experience: See Proposal No. 1 - Election of Directors starting on page 16.



		\| 2016 Proxy Statement \| 43

Management

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David A. Heede
	Interim CFO of Molson Coors since November 2015. Age: 54 Business Experience: Prior to his current role, Mr. Heede served as the Chief Financial Officer of Molson Coors Europe since 2013. From 2008 to 2012, he served as the Company's UK Finance Director of the Finance and IT portfolios. Prior to that he served in various financial, sales and procurement roles with the Company. Mr. Heede earned an MBA and a post graduate diploma in Management Studies from Nottingham University. He was admitted as a Fellow of the Chartered Association of Certified Accountants in 1991. Mr. Heede also serves on the Board of Directors of MillerCoors since November 2015.

Krishnan Anand ~~has held this position~~
	President and Chief Executive Officer of MCI since December 2009. Age: 58 Business Experience: Before joining Molson Coors, Mr. Anand ~~previously served~~held a variety of positions at The Coca Cola Company, most recently as President of Coca ~~Cola’s~~Cola's Philippine business from 2007 to 2009. ~~Before that he~~He also served as Vice President of Coca ~~Cola’s~~Cola's Global ~~Revenue Growth Management and~~ Commercial Leadership from 2004 to ~~2007.~~2007 and prior to that as Vice President of Global Brands Strategy. He also served in various senior marketing strategy roles with Unilever in India from 1980 to 1996. Mr. Anand received his ~~MBA~~M.B.A. degree from the Indian Institute of Management. Mr. Anand has served as a director of ~~AFC Enterprises,~~Popeyes Louisiana Kitchen Inc. (NASDAQ: PLKI) since November 2010.



~~Gavin Hattersley~~	50	~~Global Chief Financial Officer.~~ Mr. Hattersley has served in this position since June 2012. He previously served as Executive Vice President and Chief Financial Officer for MillerCoors from July 2008. Prior to that he served as Senior Vice President, Finance,

~~Table of Contents~~

~~Name~~	~~Age~~	~~Office and Business Experience~~ Simon Cox
		for Miller Brewing Company from October 2002 to July 2008. He came to Miller from SAB Limited of Johannesburg, South Africa, where he held several financial management positions before becoming Chief Financial Officer in 1999. Prior to joining SAB Limited in 1997, he spent almost 10 years in Barloworld Limited in various finance positions. Mr. Hattersley earned both a bachelor’s degree and an honors degree in accounting science from the University of South Africa. He passed the Public Accountants and Auditors Board exams in 1987. He is also a director of MillerCoors.

~~Mark Hunter~~	50	President and Chief Executive Officer of Molson Coors ~~Europe.~~ ~~Mr. Hunter has served in this position~~Europe since January ~~2013. Previously he~~2015. Age: 48 Business Experience: Prior to his current role, Mr. Cox served as President and Chief Executive Officer of Molson Coors Central Europe since June 2012 and as President and Chief Executive Officer of MCBC UK from December 2007 until June 2012. Previously, from May 2005 to November 2007, he was Chief Commercial OfficerManaging Director for Molson Coors ~~Canada, where he was responsible for all sales and marketing activities. From 1997 to 2005, he served on the board of Bass Brewers Ltd. and Coors Brewers Ltd (subsequently named~~UK from September 2012 until December 2014. He joined Molson Coors ~~Brewing Company (UK) Limited)~~in 2005 as ~~Marketing Director. During such time,~~Director of Supply Chain Strategy based in U.K. and developed increasing responsibility through senior positions as Strategy Director and Managing Director-Independent On-Premise. Before joining Molson Coors, Mr. ~~Hunter had accountability for the Bass Brewers brand portfolio including Carling plus business unit strategy and export development. From 1989 to 1997, Mr. Hunter~~Cox held a ~~variety~~number of ~~marketing~~senior leadership ~~roles for Bass Brewers. Before joining Bass in 1989, he held~~positions within Carlsberg, a ~~variety of sales positions with Hallmark Cards and Bulmers Drinks.~~global brewer. Mr. ~~Hunter~~Cox holds a ~~Bachelor Honours~~ degree in ~~Marketing and Business Administration~~Biochemistry from ~~the University of Strathclyde in Glasgow, Scotland, where he was also awarded an Honorary Doctorate in 2009.~~Manchester University.

Stewart F. Glendinning
	47	President and Chief Executive Officer of Molson Coors Canada ~~Inc.~~ ~~Mr. Glendinning has served in this position~~ since January 2013. ~~Previously, he~~ Age: 50 Business Experience: Prior to his current role, Mr. Glendinning served as the President and Chief Executive Officer of ~~MCBC~~Molson Coors UK ~~since~~from June ~~2012.~~2012 to January 2013. Prior to this, he served as ~~Global~~ Chief Financial Officer for the Company from July 2008 to June 2012. He previously served as Chief Financial Officer ~~since~~from 2005 to July 2008 of Coors Brewers Limited ~~a wholly owned subsidiary of the Company. Prior to that, he served~~(now known as ~~a managing director of The Hackett Group (fka, Answerthink Inc.) from 1997 to 2005. Prior to that he served in various roles with KPMG from 1986 to 1997.~~Molson Coors UK). Mr. Glendinning also served with various organizations within the U.S. Naval Reserve. He ~~attended~~earned his Juris Doctorate from the University of Miami and a Bachelor's degree in Accounting from the College of William and ~~Mary, where he obtained a BBA in Accounting and also earned a law degree from the University of Miami.~~Mary. Mr. Glendinning ~~is also~~has served as a director of ~~MillerCoors.~~The North West Company Inc. (TSX: NWC) since November 2014.



~~Celso White~~		51 \| 2016 Proxy Statement \| 44

Management

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		~~Global Chief Supply Chain Officer.~~ Mr. White has served in this capacity since January 2013. Previously, he served as Chief Supply Chain Officer for Molson Coors International since August 2011. Prior to joining Molson Coors, he served as Vice President and General Manager of Concentrate Operations for the Americas and previously for Asia for PepsiCo from 2004 to August 2011. He has served on the board of directors of the W.E.B. Dubois Scholars Institute based in New Jersey since 2008. Mr. White received a Bachelor of Science degree in Electrical Engineering from Bradley University, and an MBA with concentration in Operations Management from DePaul University.

Samuel D. Walker
		54	~~Global~~ Chief People and Legal Officer ~~and Corporate Secretary.~~since March 2012. Age: 57 Business Experience: Mr. Walker ~~has~~ served as the Secretary of the Company from February 2005 to February 2016. He also served as the Chief Legal Officer of the Company from 2005 to March 2012 and, ~~Corporate Secretary since 2005, and has served as Chief People Officer since 2012. He is also managing director of MillerCoors. Before 2005, he was Chief Legal Officer,~~before that, U.S. & Worldwide and Group Vice President at Coors Brewing Company. ~~Before~~He earned his J.D. from Harvard Law School and a Bachelor's degree from Duke University. Mr. Walker also serves on the Board of Directors of MillerCoors.

Celso L. White
	Chief Supply Chain Officer of Molson Coors since January 2013. Age: 54 Business Experience: Prior to his current role, Mr. White served as Chief Supply Chain Officer of MCI from September 2010 to January 2013. Prior to joining Molson Coors, he was Pepsi Cola's Vice President and General Manager of Concentrate Operations responsible for the Americas and parts of Asia from 2004 to 2010. Mr. White received an M.B.A. with concentration in Operations Management from DePaul University and a Bachelor's of Science degree in electrical engineering from Bradley University. Mr. White was elected to the Board of Directors of the Denver Metro Chamber Leadership Foundation in September 2014. He also serves on the Board of Directors of MillerCoors.

Brenda Davis
	Chief Integration Officer of Molson Coors since December 2015. Age: 56 Business Experience: Prior to her current role, Ms. Davis served as the Global Chief Information Officer of the Company ~~in 2002, Mr. Walker was a partner for ten years at the Washington, D.C. law firm of Wiley Rein LLP, handling trial and non-trial matters. He~~from 2005 to 2015. She has also ~~has~~ served in various leadership roles with the Company from 1991 to 2005. Ms. Davis received her Bachelor’s degree in Business Administration with an Information Systems emphasis and a ~~variety of U.S. government positions. From 1990~~minor in Finance from Colorado State University.



		\| 2016 Proxy Statement \| 45

Management

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~~Name~~		~~Age~~	~~Office and Business Experience~~

	to 1991, Mr. Walker was Acting Assistant Secretary and Deputy Assistant Secretary for Employment Standards at the U.S. Department of Labor. From 1991 to 1992, he was Acting Assistant Secretary and Deputy Assistant Secretary for Intergovernmental and Interagency Affairs at the U.S. Department of Education. Mr. Walker earned a bachelor degree from Duke University and a law degree from Harvard Law School. \| 2016 Proxy Statement \| 46

Proposal No. 2 - Compensation Discussion and Analysis

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PROPOSAL NO. 2 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION ~~DISCUSSION AND ANALYSIS~~

~~Introduction~~

~~Our~~(THE ADVISORY SAY-ON-PAY VOTE)

Proposal Snapshot

What am I voting on?

Stockholders are being asked to approve, on an advisory basis, the compensation of the Company's NEOs.

Voting Recommendation:

The Board recommends a vote FOR the advisory vote to approve the compensation of the Company's NEOs.

In accordance with Section 14A of the Exchange Act, the Company seeks a non-binding advisory vote from the Class A Holders and the Class B Holders, voting together as a single class, to approve the compensation of its NEOs as described in the "Compensation Discussion and Analysis" section beginning on page 48 and the "Executive Compensation" section beginning on page 71. This proposal is also referred to as the say-on-pay vote. We have committed to holding a say-on-pay vote at each year's annual meeting, until at least the 2017 Annual Meeting of Stockholders.

In deciding how to vote on this proposal, we encourage you to read the "CD&A" and "Executive Compensation" sections of this Proxy Statement. As described in more detail in those sections, the Company believes its compensation programs emphasize performance and accountability while maintaining alignment with stockholder interests.



The Board recommends that the stockholders voteFORthe 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 pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, ~~(CD&A)~~the executive compensation tables and the related narrative discussion."

Because your vote is ~~organized~~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 recommends a voteFORtheadvisory vote to approve the compensation of the Company's named executive officers, and executed proxies that are returned will be so voted unless otherwise instructed.



		\| 2016 Proxy Statement \| 47

Compensation Discussion and Analysis

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COMPENSATION DISCUSSION AND ANALYSIS

Introduction

Our CD&A describes 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~~Company's pay practices. This discussion focuses on the compensation ~~program~~programs provided to our ~~Named Executive Officers (NEOs),~~NEOs, who for 2015, were:

·~~Peter Swinburn,~~



Name	Title
Mark R. Hunter	President and CEO of the Company; Director, MillerCoors
David A. Heede	Interim CFO of the Company; Director, MillerCoors
Gavin D. Hattersley	Chief Executive Officer of MillerCoors; former CFO of the Company
Peter H. Coors	Vice Chairman of the Board of the Company; Chairman of Coors Brewing Company; Chairman of the Board of MillerCoors
Samuel D. Walker	Chief People and Legal Officer of the Company; Director, MillerCoors
Stewart F. Glendinning	President and Chief Executive Officer, Molson Coors Canada

Mr. Hattersley was named Interim 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,~~ our joint venture with SABMiller, effective July 1, 2015, while continuing his CFO responsibilities with Molson ~~Coors Central Europe~~

~~In June 2012 Gavin~~Coors. Effective September 8, 2015, Mr. 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~~of MillerCoors, ending his employment with the Company. However, Mr. Hattersley continued to consult with the Company in the CFO capacity until November 16, 2015, when Mr. Heede became Interim CFO of the Company. Mr. Heede previously served as ~~President and~~ Chief ~~Executive~~Financial Officer of Molson Coors ~~UK.~~

~~Executive Summary~~Europe.

Executive Summary

Connecting Compensation to Strategy

Our business strategy drives our compensation philosophy and the choices we make as a business. Our ~~strategic objective~~purpose is to delight the world's beer drinkers and our ambition is to be ~~a top global brewer, achieved by challenging~~first choice for consumers and customers in the ~~expected to deliver extraordinary brands that delight the world’s beer drinkers.~~geographies and segments in which we operate. Our ~~majority-independent board~~majority-independent Board and ~~entirely-independent~~entirely independent Compensation Committee ~~have worked~~are working harmoniously ~~with the family directors~~ to advance this strategy. From a compensation ~~point of view,~~vantage, this means designing programs that motivate the ~~Company’s~~Company's management team to deliver ~~total shareholder return in the short term~~ significant TSR and implement our strategy in both the ~~medium~~short and long term. ~~This is what we aim to do.~~

Connecting Compensation to Performance

~~While 2012 was~~

The beer industry is facing significant challenges. The economy has been weak in key markets, consumers are shifting away from beer to the wine and spirits sector and those that are choosing to drink beer are continuously looking to vary their choices. This makes it difficult to maintain top-line growth momentum. However, despite these continuing top-line challenges, as well as foreign currency headwinds and the termination of major business contracts, we exceeded our targets for cash generation and cost savings and expanded underlying gross and pretax margins globally in 2015. We also maintained sharp focus on the use of our PACC model, increasingly using this model as a ~~challenging year~~lens through which management weighs and ultimately makes decisions to build value throughout the business, as well as invest in business acquisitions. In this way we continued to position ourselves for ~~our industry, we acquired new business in Central Europe that helps to increase the Company’s exposure to~~ongoing earnings growth ~~markets. Here are some 2012 highlights:~~

while delivering significant stockholder return.

~~Objective~~		~~Results~~
~~Focus on core brands-~~ ~~Coors Light~~, ~~Molson Canadian~~ ~~and~~ ~~Carling~~	·~~Coors Light~~ ~~had very strong performance~~ ·~~Molson~~ ~~had good performance~~ ·~~Carling~~ ~~did not meet expectations~~
~~Make a significant acquisition~~	·~~Acquisition of StarBev in Central Europe~~ \| 2016 Proxy Statement \| 48 ·~~Adds more than $800 million in global revenue~~
~~Innovation~~	·~~New product launches~~ ·~~Packaging innovations~~ ·~~Supply Chain improvements~~ ·~~Organizational restructuring~~

Compensation Discussion and Analysis

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Key Terms

In addition, on November 11, 2015, we entered into a purchase agreement with Anheuser-Busch InBev SA/NV to acquire, contingent upon the closing of its acquisition of SABMiller aspart of a previously announced definitive agreement with SABMiller, all of SABMiller’s 58% economic interest and 50% voting interest in MillerCoors and all trademarks, contracts and other assets primarily related to the Miller brand portfolio outside of the U.S. and Puerto Rico. Following the closing of the pending acquisition, which is expected to close in the second half of 2016, the Company will own 100% of the outstanding equity and voting interests of MillerCoors. We believe this is a game-changing transaction for our Company that is compelling both financially and strategically, and will position our business for future success.

Here are some 2015 results:

~~Objective~~		~~Results~~
~~Grow~~
Focused on higher return on our invested capital, managed our working capital and a greater stockholder return
Ÿ	Achieved 2015 TSR of 28.7%, which was the second highest TSR of all major beer industry competitors;
Ÿ	Announced a definite agreement to purchase the 58% of MillerCoors that we currently do not own, along with the international ~~business~~ rights to the Miller brands;
Ÿ	Utilized PACC as a key driver for our cash and capital allocation strategy, which drove additional working capital improvements and informed our approach to MillerCoors and other acquisitions. The first potential payout under our PACC metric will occur in 2016. PACC and its inclusion in long-term incentive metrics infuse additional discipline and resource management into our key decisions;
Ÿ	Delivered approximately $705 million of underlying free cash flow, which exceeded our original goal by more than $150 million or 30% (and used underlying free cash flow as a short-term incentive metric for the second year in a row);
Ÿ	Delivered almost $65 million of in-year cost savings excluding MillerCoors; $102 million including our share of MillerCoors; and
Ÿ	Continued to transform and strengthen our business through improvements in our sales execution and revenue management capabilities, increased efficiency of our operations and implemented common systems.
Continued to focus on building a stronger brand portfolio
Ÿ	Grew pricing and mix globally, along with underlying gross and pretax margins in a continued difficult economy;
Ÿ	·Added to our brand portfolio by completing the acquisition of the Saint Archer Brewing Company in the U.S. by MillerCoors, the Rekorderlig cider brand distribution rights in the U.K. and Ireland and repatriated the rights to Staropramen in the U.K.; and
Ÿ	Expanded our global footprint and accelerated the growth of our International business through the acquisition of Mount Shivalik Breweries in India and ~~Ukraine~~our recent entrance into the Colombian market.
Delivering value-added innovation
Ÿ	In Canada, Coors Banquet delivered strong volume and share growth as the number-one new brand introduction in Canada in the past five years;
Ÿ	Continued the momentum with the Redd's franchise in the U.S., which has grown every quarter since inception, by introducing Redd's Wicked, which sources the majority of its volume from the wine and spirits categories;
Ÿ	In the U.S., Tenth and Blake Beer Company had two of the top three craft introductions in 2015 according to Nielson, with Leinekugel's Grapefruit Shandy at number one and Blue Moon White IPA at number three; and
Ÿ	Improved Miller Lite trends in the U.S. with the limited-edition Steinie bottle.



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Compensation Discussion and Analysis

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Strengthening our core brand positions
Ÿ	Carling, the number one beer brand in the U.K., declined 3.6% in a soft market, however, gained share within its segment;
Ÿ	Coors Light global volume increased 0.3% in 2015, driven by strong performance in Europe and MCI, partially offset by declines in Canada and the U.S. In the U.S., Coors Light increased its share of the premium light segment despite the volume loss;
Ÿ	Molson Canadian in Canada decreased in terms of volume and market share in 2015 due to continued competitive pressures in the segment; and
Ÿ	Staropramen ·volume increased overall in 2015 vs. 2014, mainly driven by strong growth in almost all countries outside of Czech Republic, ~~China posed operational~~Staropramen's primary market, and ~~overall results challenges~~in Ukraine and Russia due to industry declines.
Growing above-premium brands
Ÿ	Our craft portfolio delivered growth from Doom Bar in the U.K.; Granville Island in Canada, and Blue Moon in the U.S. and U.K.; and
Ÿ	Our emerging cider portfolio delivered strong growth, led by Carling British Cider in Europe, Molson Canadian Cider and Strongbow in Canada, and Smith and Forge Hard Cider in the U.S.

~~2012 financial~~ ~~highlights~~

Overall, we were pleased with the progress that our Company made in 2015. Our achievements, however, took place against a backdrop of ~~each achievement level include:~~

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

·~~Considered EPS: $3.99 (as defined~~a continued difficult economy and competitive pressures, along with significant unfavorable foreign currency and the termination of major business contracts. Specifically, our non-GAAP underlying results were down versus the prior year primarily due to the negative impact of foreign currency rates and the planned-for loss of major business contracts (Miller brands in Canada and Modelo brands and Heineken brewing contracts in the U.K.). The negative impact of these two factors alone was approximately $104 million. In addition, our GAAP results reflect several incremental special charges related to initiatives focused on improving our supply chain network and building efficiencies across the business. Despite this difficult environment, we exceeded our targets for cash generation and cost savings, and expanded underlying gross and pretax margins globally which helped drive a 28.7% TSR in 2015.

2015 financial results:



Business Results	2015	2014	Change
Business Results	(In millions ($), except percentages, HLs and per share data)
Net sales revenue²	3,567.5	4,146.3	(14.0	)%
Income from continuing operations before income taxes	410.7	586.3	(30.0	)%
Net income from continuing operations	355.6	513.5	(30.7	)%
Net income from continuing operations per diluted share	1.91	2.76	(30.8	)%
Non-GAAP underlying pre-tax income^{1, 2}	831.6	903.7	(8.0	)%
Non-GAAP underlying after-tax income¹	700.4	768.5	(8.9	)%
Non-GAAP underlying after-tax income per diluted share¹	3.76	4.13	(9.0	)%
Worldwide beer volume (million HLs)	58.1 HLs	59.0 HLs	(1.5	)%
Net cash provided by operating activities	696.4	1,272.6	(45.3	)%
Non-GAAP underlying free cash flow^{1, 2}	704.3	956.7	(26.4	)%
Total debt outstanding	2,937.4	3,170.3	(7.3	)%
Underlying Considered EPS²	3.77	4.06	(7.1	)%


1	A reconciliation of non-GAAP results to the nearest U.S. GAAP measure can be found in our Annual Report on pages 37-39, and 55. Underlying Pre-tax income is shown at a segment level on pages 42-53 of our Annual Report.


2	Indicates metrics used in our executive compensation program. The performance metrics for our 2015 short-term incentive plan were adjusted net sales revenue (also referred to as revenue), adjusted underlying Pre-tax income and adjusted underlying Free Cash Flow (also referred to as Free



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Cash Flow). Each of these metrics is further described in the "Components of Executive Compensation and 2015 Executive Pay Program Outcomes- Short-Term Incentives in 2015" section beginning on page 61. Considered EPS was used for the 2013-2015 long-term incentive ~~plan description~~awards and is further described under "Components of Executive Compensation and 2015 Executive Pay Program Outcomes - Long-Term Incentives in 2015" on page ~~33)~~

·~~Underlying EPS: $3.91~~

·~~Income from continuing operations before~~63. For incentive purposes, results are inclusive of our share of MillerCoors performance.

Note that our 42% ownership in the MillerCoors joint venture is accounted for under the equity method and therefore reflected in our 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, however, it is not reflected in our revenue results. Our executives are significant contributors to the ~~nearest U.S. GAAP measure can~~operations of the MillerCoors joint venture as described in the "Executive Compensation Philosophy and Positioning - Market Competitive" section beginning on page 56. For this reason, we take the management and economic reality of MillerCoors into account when considering executive compensation and how we should 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~~benchmarked to other companies.

A historical look at our ~~CEO’s Summary Compensation Table pay~~CEO's total direct compensation (TDC) relative to the performance of our incentive plan metrics, including ~~2012~~2015 results, shows that pay and performance ~~align. Results in 2011 included a 53~~rd ~~week, as discussed in~~are directionally aligned over time. TDC refers to annual base salary, target short-term incentive plus the ~~Company’s financial statements.~~

target long-term incentive award.

CEO Pay Versus Adjusted Underlying Performance: A Strong Correlation

~~Definitions~~


1	2014 was the first year that free cash flow was introduced into our short-term incentive plan.

Values shown in the chart above are reflective of ~~Pre-Tax~~final incentive plan results, and are adjusted for the inclusion of MillerCoors results (NSR at 42%), the impact currency exchange rate fluctuations have on the calculations throughout the year and some unplanned items. The definitions of adjusted underlying Pre-tax Income, adjusted NSR and ~~Revenue~~adjusted underlying Free Cash Flow as shown in this chart can be found in the "Components of Executive Compensation and 2015 Executive Pay Program Outcomes - Short-Term Incentives in 2015" section beginning on page 61. The definition of Underlying Considered EPS also can be found in that section under the heading ~~Annual Molson Coors Incentive Plan~~"Long-Term Incentives in 2015: Performance Equity (PSUs)" section beginning on page 64. TSR is calculated as the ~~section Components~~change in share price at the end of ~~Executive Compensation. Revenue was added as a metric to~~each respective fiscal year, adjusted for dividend payments during the ~~Molson Coors Incentive Plan in 2012. The Definition~~year, divided by the starting share price at the beginning 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.~~

year.

~~Table of Contents~~

Comparing our ~~CEO’s~~CEO's realizable pay ~~(defined as TDC, or total direct compensation)~~ for fiscal years ~~2009~~2012 through ~~2011~~2014 (the most recent years available for our peer group) relative to our ~~Company’s~~Company's peer group performance also shows alignment relative to our TSR during those same years (see the following ~~table)~~tables).

~~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, intrinsic value of stock options valued at fiscal year-end ~~2011,~~2014, RSUs valued at the share price at fiscal year-end ~~2011,~~2014, actual values for



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completed cycles of ~~performance units~~three-year long-term incentive awards and projected payouts ~~for performance units~~ as of fiscal year-end ~~2011. Because most~~2014.

Realizable CEO Pay for Performance versus Peer Groups 2012 through 2014: A Strong Correlation

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Realizable CEO Pay for Performance versus TSR: A Strong Correlation

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CEO Pay Actions

Overall, 2015 business results were above the expectations we set for the Company and thus our executive compensation for 2015 was above target levels. In addition, stockholder return was up significantly again in 2015, as in 2014, both in absolute performance and relative to our key industry competitors.

Below is a summary of the key components of our ~~CEO’s pay is performance-based~~CEO's compensation and ~~tied~~how it was impacted by Company performance.



CEO Pay Actions Based on 2015 Adjusted Performance

Component of Pay	Performance Period Results	Resulting Compensation
Base Salary	2015 was a challenging year with weak consumer demand in our largest markets, yet we exceeded both our pre-tax income and free cash flow targets while missing our revenue target	Ÿ	Mr. Hunter was promoted from CEO Molson Coors Europe to CEO of the Company effective January 1, 2015. After review of our peer group and comparable industry data, our pay philosophy and our retiring CEO's salary, Mr. Hunter's salary was set at $1,000,000. This was below both the 50th percentile for our peer group and our retiring CEO's salary.
Short-Term Incentive	Overall results multiplier was above target (pre-tax income was above target, net sales revenue was below target and free cash flow significantly exceeded target)	Ÿ	Payout was 121% of 2015 target
Long-Term Incentive	2015 TSR increased 28.7% (including a 10.8% increase in our annual dividend yield)	Ÿ	Due to strong stock price performance, - Stock Options vesting in 2015 and 2016 had an average unexercised value approximately 200% higher than their grant date fair value; and - RSUs that vested in 2015 delivered a 77% premium over their grant date value
	Despite strong Relative TSR, Considered EPS results were below target for the 2013-2015 performance period	Ÿ	PSUs for the performance period delivered 85.2% of their target value

Note all references 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~~target amounts are on an adjusted underlying basis.

Executive ~~Pay Programs~~

Compensation Governance Best Practices

Our executive compensation program is designed to reward the executive team for performance. ~~Going into 2012,~~In 2015, as in prior years, our programs ~~featured:~~

continue to be characterized by:

·

Ÿ		Strong link between compensation and performance	Ÿ	·	Diverse performance metrics
Ÿ
· ~~Clawbacks~~ Executive compensation tally sheets	Ÿ	·	Diverse short- and long-term incentive vehicles
Ÿ
· ~~Executive compensation tally sheets~~ Clawback provisions (including enhancements adopted in 2015)	Ÿ	·	No stock option re-pricing without ~~shareholder~~stockholder approval
Ÿ
·Use of peer group and comparable industry data	Ÿ	·	Few perquisites
Ÿ
· ~~Executive~~Significant executive and director stock ownership guidelines	Ÿ	·	Anti-pledging policy



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Ÿ	No excise tax gross-ups ~~on any perquisites~~ for future executives	Ÿ	Robust anti-hedging and short sale policy
Ÿ	No excessive risk taking in our executive compensation programs
· ~~No future~~Ÿ	Mr. Hunter forfeited his right to receive an excise tax gross-up ~~agreements~~ under the Company's CIC Program upon becoming President and CEO
Ÿ

·Segregation of duties between the independent Compensation Committee, the Board, ~~of Directors,~~ the ~~independent compensation consultant~~Compensation Consultant and management

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.

~~Table of Contents~~

~~CEO PAY ACTIONS BASED ON 2012 PERFORMANCE~~

~~Component of Pay~~	~~Performance Period Results~~	~~Resulting Payout~~
~~Base Salary~~ Ÿ	~~2012 was a challenging year in which we exceeded our pre-tax income target but failed to meet our revenue target~~		~~0% pay increase for 2013 (following 0% pay increase for 2012)~~

~~Molson Coors Incentive Plan (MCIP)~~	~~Overall results multiplier below target (pre-tax income portion was above target and revenue component was below target)~~	· ~~Payout was 88% of 2012 target and 45% below~~Active investor engagement regarding the ~~2011 payout~~

~~Long-Term Incentive~~	· ~~2% reduction in share price for 2012~~ · ~~Shareholders received a 2.9% dividend yield~~ · ~~Considered EPS results multiplier below target~~	· ~~Stock options vesting in 2012 and 2013 have little to no value~~ · ~~Restricted Stock Units for the vesting period ending in 2012 have delivered targeted value~~ · ~~Performance Units for the performance period ending 2012 delivered slightly below targeted value~~

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

~~KEY GOVERNANCE ENHANCEMENTS TO OUR EXECUTIVE COMPENSATION PROGRAM~~

~~Action~~		~~Objective~~
~~Eliminated future excise tax gross ups for new NEOs beginning in 2012~~		· ~~Avoids the costs associated with these benefits~~ · ~~Aligns to best practice~~
~~Eliminated executive tax gross-ups for disability and life insurance in 2012~~		· ~~Avoids the costs associated with these benefits~~ · ~~Aligns to best practice~~
~~Modified the metrics to the short-term incentive plan~~		· ~~Placed greater weight on revenue growth, recognizing the importance of top-line growth to total shareholder return~~ · ~~Increased the difficulty of achieving threshold performance required for a bonus payout~~
~~Modified the design of the performance based long-term incentive awards~~		· ~~Added relative total shareholder return (TSR) to clearly align the largest component of our CEOs target pay to TSR~~ · ~~Delivered target awards in shares which leverages stock price appreciation or depreciation to align to TSR~~
~~Provided that equity awards have a double-trigger vesting provision in the event of a change in control~~		~~Aligns our program to the marketplace and ensures executives are appropriately protected~~
~~Eliminated use of supplemental incentive plans~~		~~Aligns to market and peer group pay practices~~
~~Moving to annual say on pay vote beginning in 2013 and proposing to expand say on pay to Class B shareholders beginning in 2014~~		· ~~Change gives shareholders a more frequent opportunity to voice their opinion on our~~Company's executive compensation program, · ~~Change in 2014 opens up voting~~ corporate governance practices and other issues of concern to ~~all Molson Coors shareholders, subject to shareholder approval of the amended and restated certificate of incorporation (see Proposal No. 4 at page 21)~~ investors.


~~Engaged investors in active discussion~~
	~~Clarified that active management of the MillerCoors joint venture is a key objective~~Executive Compensation Philosophy and ~~that MillerCoors performance is considered like that of our other business units in setting executive compensation~~ Positioning

~~Table of Contents~~

~~Executive Compensation Philosophy and Positioning~~

Our executive compensation program ~~seeks~~establishes compensation principles that enable us to ~~establish compensation levels that will give our Company an advantage in acquiring~~attract and retain the ~~senior leadership~~leaders necessary to make ~~Molson Coors successful in achieving its business initiatives. As such,~~ the Company successful. 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~~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

Compensation Mix;

Market Competitive; and

Opportunity.

Pay for Performance Compensation Mix

We pay for performance. Within our global total rewards strategy, the percentage of at-risk performance-based pay increases with ~~responsibility.~~the level of responsibility and contribution to the Company. Consistent with our pay philosophy and in-line with the compensation structure at our peer companies, our ~~NEOs~~NEOs' annual ~~total direct compensation~~TDC at target levels is structured so that ~~71% to 82%~~83% of the CEO's compensation and 74% of the other NEOs' compensation is annual and long-term incentive compensation ~~(see the charts following this section). Annual incentive~~that is variable with performance, including stock price performance and Relative TSR. For 2015, annual and long-term incentive awards ~~are~~were based on ~~important~~key financial measures ~~(pre-tax earnings, revenue growth, considered earnings per share~~(adjusted underlying Pre-tax income, adjusted NSR, adjusted underlying Free Cash Flow, PACC and Relative TSR) and on the value of ~~our~~the Class B common stock. Combined, these help us drive and reward the performance of ~~Molson Coors,~~the Company, 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~~performance and driving value to ~~increase shareholder value.~~our stockholders. When ~~shareholder~~the drivers of stockholder value ~~does~~do not increase, our incentive programs are designed in a way ~~to reduce~~that results in lower executive compensation.

Based on the target levels of pay by component stated above, the following is the mix of executive compensation which illustrates the Company's emphasis on at-risk and performance based pay.

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Compensation Discussion and Analysis

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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~~Company's size for purposes of peer comparisons, we include our ~~pro rata~~pro-rata share of revenue from the MillerCoors joint ~~venture revenue and market capitalization.~~venture. 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.~~

us, even though we are required to report MillerCoors' income under U.S. GAAP as an equity investment.

The ~~Molson Coors~~Company's executive leadership 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); the Molson Coors director appointees serve on each of MillerCoors board committees; a 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~~Mr. Peter H. Coors ~~the Vice Chairman of our Board,~~ serves as the Chairman of the Board of Directors of MillerCoors. As previously mentioned, on November 11, 2015, we entered into a definitive agreement to acquire the portion of MillerCoors that we do not currently own and, after closing, we will own 100% of MillerCoors, further highlighting its significance to the Company.

Each year, the Compensation Committee reviews the competitiveness of our compensation program. For ~~2012~~2015, the Compensation Committee used 17a peer group of 14 companies and survey data from other consumer products industry ~~data~~companies to assess the competitive levels for each of the elements of ~~total direct compensation~~TDC (base salary, annual incentive and long-term incentives) and, when appropriate, perquisites and executive benefits.

The Compensation Committee, in consultation with the independent Compensation Consultant, designed the 2015 peer group so that our annual revenue, including our proportionate share of the MillerCoors joint venture revenue, would fall near the median of the peer group's annual revenue. Upon the closing of the previously disclosed MillerCoors transaction, the Company would own 100% of MillerCoors and the Compensation Committee would evaluate any necessary changes to the Company's peer group at such



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Compensation Discussion and Analysis

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time. The Compensation Committee also selected the peer group based on consideration of the following similarities:

[The remainder of this page left intentionally blank.]



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Our peer group consisted of the companies listed ~~below. The Compensation Committee selected this peer group based on the following similarities:~~

below:

· ~~Size~~		· ~~General economic challenges~~
· ~~Operations~~		· ~~Industry; or at a minimum, consumer products companies~~
· ~~Global complexity~~	Molson Coors Peer Group for 2015
· ~~Competition for global talent~~		· ~~Public versus privately held~~

	~~2012 Peer Group~~	Anheuser-Busch InBev SA/NV
		Brown-Forman Corporation
~~Anheuser-Busch InBev~~ ~~Beam~~Campbell Soup Company
Coca-Cola Enterprises Inc. ~~(formerly Fortune Brands)~~
ConAgra Foods, Inc.
Constellation Brands Inc. ~~Dean Foods~~	~~Hershey Co.~~ ~~Kellogg~~

~~Table of Contents~~

		~~2012 Peer Group~~

~~Brown - Forman~~ ~~Campbell Soup~~ ~~ConAgra Foods~~		Dr Pepper Snapple Group, Inc.
General Mills, Inc.
Heineken ~~Heinz~~ NV
The Hershey Company
~~Ralcorp Holdings~~ ~~J.M.~~Kellogg Company
Keurig Green Mountain, Inc.
The J. M. Smucker ~~Co.~~ ~~Sara Lee~~ ~~SAB Miller~~ Company
SABMiller

~~The one~~ ~~modification~~

We removed Beam Suntory Inc. (as it is no longer a U.S. listed company producing proxy statements) and Dean Foods (as there was a material change to its business through the spin-off of its subsidiary WhiteWave Foods Company, which impacted its market capitalization level) from our peer group list. They were replaced with Coca-Cola Enterprises Inc. and Keurig Green Mountain, Inc. based on recommendations 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.~~

independent Compensation Consultant.

Opportunity

The table below describes the purpose of each element of our pay program ~~specific design criteria~~ and ~~targeted philosophy versus~~what peer group data point is included when the ~~Company’s~~Compensation Committee reviews our compensation programs. While the "Peer Group Data Point" below illustrates the pay level we consider from our peer ~~group.~~

group when compensation decisions are made, it is one component in our decision making around executive compensation. Additionally, we consider executive experience and performance, business and industry challenges and macro-economic factors.

Further, we facilitate cross-border mobility within our workforce through our compensation programs. We maintain robust talent management programs, which allow for succession both vertically, laterally and internationally across our business.

~~Element of~~ ~~Compensation~~					~~Purpose~~	~~Design Criteria~~	~~Targeted Philosophy~~

Element of Compensation		Purpose		Peer Group Data Point
Base ~~Salary~~ Salary-Fixed Pay	Ÿ	·Fixed dollar amount which provides a competitive level of fixed compensation	Ÿ	· ~~Consistent with our peers~~ · ~~Reward individual performance and level of experience~~	·Median of peer ~~group(1)~~ group
Base ~~Salary~~ Salary-Fixed Pay
Annual Incentive Awards - Pay for Performance	Ÿ	·Provide annual variable pay opportunities to reward achievement of short-term Company goals which drive long-term value creation	Ÿ	· ~~Align to peer company targets~~ · ~~Align to shareholder interests~~ · ~~Allow payouts of above and below target achievements~~	· ~~Targets historically set between~~Generally, median ~~and 75~~th ~~percentile~~ of peer ~~group(2)~~ ·group
Annual Incentive Awards - Pay for Performance			Ÿ	Positioning of actual payouts are determined by performance
~~Long-term~~Long-Term Incentive Awards - Pay for Performance	Ÿ	·Provide long-term variable pay opportunities to reward achievement of long-term Company goals	Ÿ	· ~~Align to shareholder interests and returns~~ · ~~Compliment short-term incentive goals to create appropriate diversity of goals~~ · ~~Balance performance focus and retention value~~	· ~~Targets set at~~Generally, median of peer group ·
			Ÿ	Positioning of actual payouts determined by performance ~~(share price, Considered EPS performance and Total Shareholder Return)~~
Total Direct Compensation	Ÿ	The Committee does not establish ~~a total~~an overall direct compensation ~~target but rather establishes targets by component~~ benchmark, individual components of pay are established separately



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Compensation Discussion and Analysis

~~(1)Mr. Swinburn’s base salary assessment includes consideration of the value~~Return 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.~~

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~~Components~~Key Terms

Oversight of Executive Compensation Programs

To ensure consistent application of ~~Executive Compensation~~

~~Based~~our philosophy described above, we draw on the ~~target levels~~perspectives of ~~pay by component stated above, the~~different groups in setting objectives, reviewing performance and determining rewards for our executive officers, including our NEOs.

The following ~~is the mix~~table outlines their roles and responsibilities.

Roles and Responsibilities



The Board (Majority Independent)	Ÿ	Sets annual operating plan and long-range (three year) plan, including pre-tax income, NSR, free cash flow and PACC targets. These metrics lay the foundation for our compensation programs and frame the Board's oversight of the CEO;
	Ÿ	Reviews the CEO's performance which begins with the CEO submitting a self-evaluation of his performance measured against these metrics and the manner in which he motivated the team to achieve them; and
	Ÿ	With the CEO excused from the room, the Board annually in February considers and discusses the recommendations of the Compensation Committee with respect to his prior-year performance, prior-year annual incentive, current-year base pay, annual incentive target and long-term incentive target.
Compensation Committee (Independent)	Ÿ	Sets compensation for the NEOs other than the CEO;
	Ÿ	Reviews data, business objectives and goals as established in coordination with the Board, and assesses achievement and recommends compensation for the CEO for approval by the Board;
	Ÿ	Considers compensation competitiveness based on a review of peer groups and, where applicable, comparable industry compensation;
	Ÿ	Following the Board establishment of business goals and objectives, sets performance measures for purposes of Section 162(m) of the Code; and
	Ÿ	Certifies levels of attainment of the Company and business unit performance and reviews the NEOs' performances based on the evaluation presented by the CEO.



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Compensation Discussion and Analysis

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Contents

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Key Terms



Compensation Consultant (Independent)	Ÿ	Reports directly to the Compensation Committee;
	Ÿ	Assists in developing recommendations for compensation for executive officers including the NEOs; and
	Ÿ	Based on input and guidance from the Compensation Committee, the CEO and the Chief People and Legal Officer, develops and provides information and recommendations for use by the Compensation Committee in reviewing and adjusting the Company's global compensation program, including:
		Ÿ	peer group and industry data;
		Ÿ	assessments of pay competitiveness for executive officers;
		Ÿ	incentive plan design and implementation; and
		Ÿ	methodologies for implementation of compensation elements and relative pay and performance alignment.
CEO	Ÿ	Recommends individual performance goals of NEOs and guides the achievement of those goals;
	Ÿ	Evaluates each NEO (other than for himself), on the basis of personal goals set for the year and a self-assessment completed by the NEO;
	Ÿ	Recommends NEO salaries and short-term and long-term incentive awards (other than for himself), based on his assessments. Recommendations take into account subjective criteria such as unique talents, critical to the organization and retention risk; and
	Ÿ	Reviews trend information and reports prepared by the Compensation Consultant regarding competitiveness and effectiveness of our compensation policies, programs and pay levels in order to make recommendations to the Compensation Committee.
Chief People and Legal Officer	Ÿ	Reviews reports and trend information prepared by the Compensation Consultant regarding the competitiveness and effectiveness of our compensation policies, programs and pay levels for our executive officers, in order to make recommendations to the Compensation Committee; and
	Ÿ	Makes recommendations regarding changes to our executive compensation programs to the CEO and the Compensation Committee.



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Compensation Discussion and Analysis

~~(1)~~Return to ~~Excludes Vice Chairman~~Table of ~~the Board. See Unique Role of Mr. Coors on page 40.~~Contents

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Key Terms

Components of Executive Compensation and 2015 Executive Pay Program Outcomes

Following is a summary of the key elements of our executive compensation ~~program.~~

program:

Base Salary

A fixed dollar amount which provides a level of fixed compensation competitive with our peers and recognizes individual performance and level of experience.

~~Annual~~

Base Salary Actions

For 2015, the Compensation Committee approved the following NEO salary adjustments, other than for Mr. Hunter, Mr. Coors and Mr. Heede. Mr. Hunter and Mr. Coors' salary adjustments were approved by the Board after recommendation by the Compensation Committee. In 2015, Mr. Heede did not receive a base salary adjustment as Chief Financial Officer of Molson Coors ~~Incentive Plan~~Europe.



NEO	Prior Base Salary ($)	April 1, 2015 Base Salary ($)	% of Base Salary Change
Mark R. Hunter ¹	550,124	1,000,000	+81.8%
David A. Heede¹	332,297	332,297	0.0%
Gavin D. Hattersley	595,348	607,225	+2.0%
Peter H. Coors	850,000	850,000	0.0%
Samuel D. Walker	629,950	642,549	+2.0%
Stewart F. Glendinning²	418,749	427,004	+2.0%


1	A GBP to USD exchange rate of 1.4736 as of the end of the Company's fiscal year, December 31, 2015, was used to convert Mr. Hunter's 2014 salary and Mr. Heede's 2015 and 2014 base salaries. In 2015 Mr. Hunter was paid in USD and his base salary of $1,000,000 was effective January 1, 2015.


2	A CAD to USD exchange rate of 0.7226 as of the end of the Company's fiscal year, December 31, 2015, was used to convert Mr. Glendinning's 2015 and 2014 base salaries.

Short-Term Incentives in 2015

Our annual incentive program is the ~~Molson Coors~~MCIP, which is a sub-plan under the Incentive ~~Plan (referred to as the MCIP).~~Plan. The MCIP provides variable pay opportunity for short-term performance, consistent with peer ~~companies’ practice,~~companies' practices and rewards for achievement of short-term objectives that can have a long-term impact on ~~Company~~ performance.

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

·~~The Company-wide objectives~~

Each year the Compensation Committee establishes a maximum MCIP award for ~~the MCIP were~~each NEO based on pre-tax income and revenue growth in 2012. Pre-tax income is defined as revenue from sales, minus the cost of sales and minus operating expenses. Revenue growth is measured as the year over year change in revenue from sales. For the NEOs, the pre-tax income and revenue growth achievements for the Company, referred to as Enterprise pre-tax income, and the U.K. business unit, and EBITA and market share for MillerCoors, and EBITDA and free cash flow for Molson Coors Central Europe were measured against a performance scale which included threshold, target and maximum performance levels for the year. Similar targets were used for other executive officers based on their geographical responsibilities.

·For 2013 we have placed greater weight on revenue, recognizing that top-line growth creates significant shareholder returns. As in 2012, the revenue growth component can pay out only if the pre-tax threshold is met. This is to motivate the management team to achieve both top and bottom line growth, consistent with great brand building.

·~~Award payouts could range from 0% to 200% of the target, based on level of achievement.~~reportable financial metrics. The Compensation Committee ~~will have~~then has discretion to adjust ~~awards~~those maximum award levels downwards (but not upwards) for unforeseen economic or business issues impacting any one or all of the business units. ~~In assessing 2012~~The downward adjustments are determined by the results ~~the Committee removed the effects~~ of the ~~StarBev acquisition as they~~MCIP metrics and executive's individual performance against specific goals.



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The Company-wide objectives for the 2015 MCIP were ~~not contemplated into the original targets.~~

·~~Results~~based on:



Component	Definition
Underlying Pre-Tax Income (60%)	Pre-tax income (loss) from continuing operations adjusted for certain items¹
Adjusted NSR (20%)	Our total revenue from sales after excise taxes adjusted for our percentage ownership of MillerCoors
Underlying Free Cash Flow (20%)	Cash provided by operating activities, minus capital expenditures and our net investing cash flows from the MillerCoors joint venture adjusted for certain items¹

For NEOs, the Pre-tax income, NSR and Free Cash Flow achievements were measured against a performance scale which included threshold, target and maximum performance levels for the year. Similar targets were used for other executive officers and all are based on their primary geographical responsibilities along with a corporate component. The adjustments to arrive at these underlying metrics are determined in accordance with the Company's written policies regarding such matters. These underlying metrics are further adjusted at the discretion of, and subject to approval by, the Compensation Committee in accordance with the MCIP.


•	MillerCoors¹ objectives for their 2015 short-term incentive plan were based on:



Component	Definition
EBITA (60%)	Earnings Before Interest, Taxes and Amortization adjusted for certain items
Domestic Net Revenue (40%)	Total revenue from sales after excise taxes minus net revenue from contract brewing and Coors Distributing Company third-party brands


1	Mr. Coors' bonus is based on MillerCoors results given his role with the MillerCoors joint venture.

Award payouts can range from 0% to 200% of the ~~2012 MCIP can be found under the section 2012 Executive Pay Program Outcomes beginning~~target award, based on ~~page 37.~~

·level of achievement.

For ~~2012 only,~~2015, the MCIP target bonus ~~levels for the NEOs (other than Mr. Coors) were reduced by 50%~~level was 135% for Mr. ~~Swinburn~~Hunter, 120% for Mr. Coors and ~~by 20%~~75% for each of the ~~remaining~~other NEOs. ~~We made this change because our 2012 financial goals~~

Annual Incentive Results

For 2015, the target levels of achievement at the corporate and business group levels were set ~~below~~as follows. Underlying results are adjusted for unplanned items and in order to remove the ~~top quartile, allowing for brand~~impact the change in exchange rates has on the calculations over the course of the year.

2015 MCIP ADJUSTED UNDERLYING RESULTS



(amounts in millions)	Pre-Tax Income (60%)			Revenue (20%)			Free Cash Flow (20%)			Total Results (%)
Business	Target	Actual	Payout (%)	Target	Actual	Payout (%)	Target	Actual	Payout (%)	Total Results (%)
MCBC Corporate (USD $)	841.2	868.5	121	7,172.4	7,010.7	44	543.7	775.8	200	121
Molson Coors Europe (EUR €)	185.2	181.7	94	1,652.9	1,618.6	54	148.2	204.2	200	107
Molson Coors Canada (CAD $)	377.4	377.5	100	1,939.1	1,930.3	89	394.5	436.5	135	105



		\| 2016 Proxy Statement \| 62

Compensation Discussion and ~~growth investments that should drive longer-term bottom line results. For 2013, other than for Mr. Swinburn, MCIP target bonus levels were restored~~Analysis

Return to their pre-2012 amounts. Mr. Swinburn’s 2013 MCIP target opportunity will be 135% which is below his pre-2012 level of 150%. These targets approximate our peer group median and thus align to the company’s executive compensation philosophy.

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~~In 2011~~Key Terms

2015 MILLERCOORS SHORT-TERM INCENTIVE RESULTS



	EBITA (60%)			Domestic Net Revenue (40%)
Business	Target	Actual	Payout (%)	Target	Actual	Payout (%)
MillerCoors (USD $)	1,390.4	1,410.9	137	7,290.1	7,076.1	58

The following table summarizes the calculation of final 2015 MCIP awards after review by the Compensation Committee ~~approved a stretch incentive cash program (referred~~(and the independent members of the Board in the case of Messrs. Hunter and Coors). The multiplier shown is aligned with corporate, business unit and personal performance goals and represents achievement against objectives. This multiplier was subject to discretionary adjustment (up or down, within the maximum allowable payment amounts as the SICP) whereby the NEO’s (other than Mr. Coors) would be eligible to receive an additional cash incentive payment for exceptional Company performance in 2012. For 2012, the Company did not meet the targeted threshold payment amount therefore no payments were madedetermined under the ~~SICP. This program has been eliminated.~~

MCIP) by the Compensation Committee (or the independent members of the Board, in the case of Messrs. Hunter and Coors) based on individual performance. The "Grants of Plan Based Awards for 2015" table on page 76 provides information on threshold, target and maximum MCIP awards.

NEO
2015 MCIP Target
(as a % of Salary)
Component Weight (%) MCIP Multiplier (%)
MCIP Award for 2015 ($)
(Paid in 2016)
Mark R. Hunter 135 MCBC Corp 100 121 1,633,500
David A. Heede¹
45 MCBC Corp 25 121 45,234
Molson Coors Europe 50 107 80,000
Personal Goals 25 120 47,851
Total 173,085
Gavin D. Hattersley²
75 MCBC Corp 75 121 203,955
Personal Goals 25 100 67,985
Total 271,940
Peter H. Coors 120 MillerCoors 100 105 1,074,060
Samuel D. Walker 75 MCBC Corp 75 121 434,476
Personal Goals 25 120 173,551
Total 608,027
Stewart F. Glendinning³
75 MCBC Corp 25 121 95,885
Molson Coors Canada 50 105 166,412
Personal Goals 25 91 87,168
Total 349,465


1	A GBP to USD exchange rate of 1.4736 as of the end of the Company's fiscal year, December 31, 2015, was used to convert Mr. Heede's MCIP award.


2	Mr. Hattersley's MCIP award was pro-rated for the time period of January 1, 2015 - June 30, 2015. MillerCoors assumed Mr. Hattersley's short-term incentive from the time he became Interim Chief Executive Officer through the end of the year (July 1, 2015 - December 31, 2015).


3	A CAD to USD exchange rate of 0.7226 as of the end of the Company's fiscal year, December 31, 2015, was used to convert Mr. Glendinning's MCIP award.

Long-Term Incentives in 2015

We generally grant executives three types of long-term incentive ~~awards: performance units (PUs),~~awards as part of LTIP, which is a sub-plan under the Incentive Plan: PSUs, stock options and ~~restricted stock units (RSUs). Each~~RSUs. With the exception of Mr. Heede, each NEO is ~~assigned~~awarded an aggregate ~~long-term incentive program (LTIP)~~LTIP value which is allocated among the three types of awards. For ~~2012,~~2015, we continued ~~to make changes to the~~with our 2014 mix of awards to provide the appropriate ~~mix~~balance of performance and retention based compensation ~~and~~to support the ~~Company’s~~Company's long-term strategy (see table below). The mix of



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awards is designed to tie executive compensation to ~~shareholder returns,~~TSR, balance performance focus with retention value and mitigate the risk of over-focus on a single metric.

~~YEAR OVER YEAR LONG-TERM INCENTIVE ALLOCATION~~

Vehicle

2011

2012

Alignment to shareholders

PUs

40
%
50
%
Considered EPS

Stock Options

40
%
20
%
Stock Price

RSUs

20
%
30
%
Stock Price



YEAR OVER YEAR LONG-TERM INCENTIVE ALLOCATION
Vehicle	2014 (%)	2015 (%)	Percent of CEO Target Pay (%)	2015 Alignment to Stockholders
PSUs	50	50	30	PACC/Relative TSR/Stock Price
Stock Options	20	20	12	Stock Price
RSUs	30	30	18	Stock Price

The key components of our LTIP and the ~~2012~~2015 awards are summarized ~~below.~~

~~PUs~~

·~~The PU Plan generally measures~~below:

Performance Equity (PSUs)

PSUs reward executives, including the NEOs, for Company ~~achievement~~achievements against a pre-determined performance ~~measure~~metrics over a ~~3-year~~three-year performance period.

·~~The PU Plan provides for annual grants~~

PSUs are granted annually, which keeps focus on the applicable performance ~~metric (historically, considered earnings per share or “Considered EPS”; see next bullet for definition) and aids employee retention.~~metrics. Annual grants (as opposed to end-to-end ~~3-year~~three-year grants) also provide less opportunity for the performance metrics to become misaligned with the strategic direction and objectives of the Company.

The performance metrics for the 2015-2017 PSUs are PACC, as modified by the Company's Relative TSR. This indirectly aligns one of the largest components of our executive pay program to our stockholder return (30% of TDC at target levels for the CEO and approximately 26% for the other NEOs).



	Metric	Definition
Ÿ	PACC	Operating profits minus our capital charge
	- Operating Profits	Tax-affected underlying earnings before interest and taxes (EBIT) plus depreciation and amortization (DA)
	- Capital Charge	Gross operating assets times (x) our market required rate of return, as determined by our Board at the onset of the performance period
Ÿ	Relative TSR	Stock price appreciation plus dividends paid during the performance period, divided by starting opening period stock price and compared relative to the S&P 500 Index

In order to achieve a 200% maximum payout for the 2015-2017 PSU awards, the Company must significantly exceed its PACC target and achieve a Relative TSR ranking of at least 75th percentile. To achieve a minimum payout (56% of the target award), the Company must achieve at least 80% of its PACC target and any level of Relative TSR achievement. Any result below 80% of the PACC target results in no payout of the PSUs. We believe the target level of the PACC metric is challenging, but achievable with good performance, whereas the maximum performance levels represent significant stretch goals.

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



		\| 2016 Proxy Statement \| 64

Compensation Discussion and Analysis

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Table of Contents

·Return to Key Terms

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

The performance metrics for the 2013-2015 PSU awards were Considered EPS, modified by Relative TSR. Considered EPS is defined as underlying earnings per share adjusted to reflect a normalized Company income tax rate. The normalized Company tax rate is calculated using a rolling three-year average Company effective tax rate of the prior three years. Considered EPS ~~provides~~and Relative TSR provide different metrics from the three metrics used in the 2015 MCIP, which were Pre-tax income, NSR and Free Cash Flow, and therefore promote not only a ~~metric in addition to pre-tax income and revenue (upon which the annual incentive is significantly based) which focuses on~~ growth in earnings and cash, but also ~~on the~~ value ~~created~~creation for our stockholders.

·Each NEO is granted a PU award of a stated target dollar amount. This dollar amount is divided by the Company’s target value per unit on the grant date to determine the total number of units. The target per unit is the 3-year Cumulative Considered EPS targeted to be achieved by the Company over the period, subject to threshold and maximum limits. The 3-year cumulative target requires 10% year over year growth from the prior year’s results. Below the threshold, the units achieve no value. At maximum, the PUs achieve 200% of the target value.

·~~The earned PUs can be settled in cash or shares, or partly in cash and partly in shares, at the discretion of the Company. Historically, PUs have been settled in all shares.~~

·~~PUs~~

PSUs were granted to the NEOs ~~(other than Mr. Coors)~~ in ~~2012~~2015 for the ~~3-year~~three-year performance period ending ~~on December 27, 2014.~~upon the completion of the Company's 2017 fiscal year. The number of ~~PUs~~PSUs granted to each NEO in 2015 at threshold, target and maximum is detailed in the ~~Grants~~"Grants of Plan Based Awards ~~Table~~for 2015" table beginning on page ~~47.~~

·~~PUs~~76.

PSUs vest pro-rata onin the event of retirement, death or disability and are paid out following the performance period, based on actual results. ~~PUs~~PSUs vest and are paid at 120% of target upon a change in control. OnFor any other termination of employment before the end of the performance period, ~~the PUs~~PSUs are forfeited.

·~~The goals for PUs granted in 2012~~

Dividend equivalents are ~~shown in the table below.~~

not paid on PSUs.

~~Table of Contents~~

~~PERFORMANCE UNIT AWARDS — 3 YEAR CUMULATIVE CONSIDERED EPS VALUES (2012-2014)~~

Vesting Date

Threshold

Target

Maximum Value

March 12, 2015

$
11.82

$
14.35

$
28.70

% of Award Earned

0
%
100
%
200
%

·For 2013, we have replaced PUs with performance share units (PSUs). The primary metric for PSUs will continue to be cumulative considered EPS. However, a relative total shareholder return modifier has been added. Additionally, PSUs will be settled in shares. These enhancements provide a direct link between one of the largest components of our executive pay program (approximately 34% for the CEO and 26% for the other NEOs) and shareholder return.

Stock Options

·Stock option grants generally vest in three equal annual installments beginning on the first anniversary of the grant date, subject to continuing employment. The exercise price of the option can be no less than the fair market value of the Class B common stock on the date of grant.

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

·awards.

Stock options align the interests of our executives with those of ~~shareholders~~stockholders because stock options ~~do not~~ have no value unless there is an increase in the value of our shares from the grant date to some point in time after the vesting date.

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

The number of options and the exercise ~~price, and the assumptions used to determine the Black-Scholes value of each option~~prices are set forth in the ~~Grants of Plan Based~~"Outstanding Equity Awards ~~Table~~at Fiscal Year-End" table beginning on page ~~47.~~

·79.

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

·~~We do~~

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

RSUs

RSUs vest 100% on the third anniversary of the date of grant, subject to continuing ~~employment, and~~employment.

Vested RSUs are settled in shares of Class B common ~~shares at that time.~~

·stock.

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



		\| 2016 Proxy Statement \| 65

Compensation Discussion and Analysis

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Table of Contents

·Return to Key Terms

The number of RSUs is determined at the date of grant by dividing the target value of the award by the closing price of the ~~Company’s~~ Class B common stock on ~~the date of award.~~

·~~The earned RSUs are settled in shares.~~

·that date.

Dividend equivalents are not paid on the RSUs.

The number of RSUs granted to each NEO in 2015 is detailed in the ~~Grants~~"Grants of Plan Based Awards ~~Table~~for 2015" table beginning on page ~~47.~~

·76.

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

~~In 2011~~forfeited.

Long-Term Incentive Results

The grant date value of the ~~Committee approved a stretch incentive equity program (referred~~LTIP awards granted to as the ~~SIEP)~~NEOs in 2015 is shown below. Options are valued at their Black-Scholes value.



Name	Total 2015 Annual LTIP Award ($)
Mark R. Hunter	3,422,732
David A. Heede	236,478
Gavin D. Hattersley	1,466,965
Peter H. Coors¹	0
Samuel D. Walker	978,004
Stewart F. Glendinning	978,004


1	Mr. Coors did not receive a grant under the 2015 LTIP, however, he did receive $125,016 in equity awards as part of his compensation pay for his service as a director.

PSUs Payout Results

PSUs payout results for ~~2012 under which~~ the ~~NEO’s (other than Mr. Coors) would have been eligible to receive an additional equity incentive payment for exceptional~~2012-2014 and 2013-2015 performance ~~in 2012. Since the target net profit amount was not achieved, no award was made under the SIEP. This program has been eliminated.~~

~~Perquisites~~periods, respectively, are presented below:

2012-2014 AND 2013-2015 CUMULATIVE CONSIDERED EPS RESULTS

Vesting Date Target ($)
Actual ($)
Payout (%)
March 12, 2015 14.35
11.97
19
March 4, 2016¹
12.88
11.75
85


1	The grant that vested on March 4, 2016 performance was based on cumulative 3-year Considered EPS modified by TSR performance.

Perquisites

In addition to the executive compensation program elements described above, ~~we provide~~the Company provides certain limited perquisites to our executives, including the NEOs, ~~that we believe~~which the Company believes are appropriate and competitive. These perquisites are described below and in the narrative following the ~~Summary~~"Summary Compensation ~~Table~~Table" section beginning on page ~~43.~~

71.



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Compensation Discussion and Analysis

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Return to

~~Senior~~Key Terms

International Assignments

Our Global Mobile Workers ~~and International Assignment Programs~~

~~These programs were~~Policy was established to allow ~~for~~ the Company to move talent around the world in a consistent and efficient manner. The ~~programs generally allow~~Global Mobile Workers Policy allows for short-term employee accommodations, necessary transportation, cost-of-living adjustments (as appropriate), tax return preparation services and in certain situations, tax equalization associated with an international assignment. Any compensation received by NEOs while a participant in these programs is included in the ~~Summary~~"Summary Compensation ~~Table~~Table" beginning on page ~~43.~~

71.

Retirement and Other Post-Termination Benefits

Retirement

Executive officers participate in the same retirement, 401(k) and pension plans as do other salaried employees in their home country. In addition to the ~~Company’s~~Company's 401(k) plan in the U.S., the Company provides the Supplemental ~~Savings and Investment~~Thrift Plan to highly-compensated U.S. employees to address the IRS income and benefit ~~restrictions~~limits placed on ~~our~~ retirement plans.

Similarly, in addition to the standard retirement plans provided in the U.K. and Canada, the Company provides an EFRBS to highly-compensated U.K. employees to address HMRC income and benefit limits, and provides a DC SERP and an unregistered defined contribution plan to Mr. Glendinning in Canada to address Canada Revenue Agency income and benefit limits. These supplemental plans are further discussed below under Deferred Compensation.

As of April 1, 2009, the Company froze benefit accruals under the qualified defined benefit pension plan in place for employees in the Molson Coors ~~Brewing Company~~ UK business unit. Messrs. ~~Swinburn,~~ Hunter, Heede and Glendinning have benefits in that plan and were impacted ~~in accordance with~~by these changes.

Details regarding the operation of the ~~Company’s~~Company's retirement and pension plans are provided in the narrative following the ~~Pension Benefits Table~~"Pension Benefits" table beginning on page ~~53.~~

82.

Deferred Compensation

For highly compensated U.S. employees, including the NEOs, the Company has established the ~~Molson Coors~~ Supplemental ~~Savings and Investment~~Thrift Plan. This plan is ~~meant~~substantially similar in structure and operation to the Company's qualified 401(k) plan, and is intended to keep employees whole on Company contributions, which would otherwise be made to the ~~Company’s~~Company's 401(k) plan, were it not for certain IRS limits.

The Company has established an unfunded individual EFRBS for both Messrs. Hunter and Heede. This allows certain tax benefits to be realized during the accumulation of their retirement benefits given that they have reached the general limits on tax deductible pension accumulation in the U.K.

For Mr. ~~Hunter,~~Glendinning, the Company has established an ~~individual Employer Financed Retirement Benefit Scheme (EFRBS), which~~unfunded DC SERP and an unregistered defined contribution plan (collectively, the retirement plans). This allows ~~him and~~ the ~~Company to realize certain tax~~accumulation of additional retirement benefits given ~~Mr. Hunter has reached~~he annually reaches the general ~~pension plan~~ limits on contributions to standard retirement benefits in ~~the U.K.~~

~~In 2009, the~~Canada.

The Company ~~entered into an agreement with Mr. Coors~~believes these benefits to ~~replace his then Non-Qualified pension plan~~be competitive to similarly situated executives and post retirement Salary Continuation Plan Agreement with a deferred compensation single sum balance plan. Mr. Coors also received an RSU award in 2005 which is considered a deferred compensation plan.

market practices.

Details regarding the operation of the ~~Company’s~~Company's deferred compensation plans are contained in the ~~2012 Nonqualified~~"Non-Qualified Deferred ~~Compensation~~Compensation" section beginning on page ~~54.~~

83.

Change in Control and Severance

Through the combination of the ~~Change in Control~~CIC Program ~~(CIC Program)~~ and the ~~Company’s~~ Severance Pay Plan, the Company provides protection to executives in situations involving termination ~~‘not~~"not for ~~cause’~~cause" following a change in control. The NEOs ~~other than Mr. Coors,~~ participate in the CIC ~~program~~Program and the Severance Pay Plan.



		\| 2016 Proxy Statement \| 67

Compensation Discussion and Analysis

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Return to Key Terms

As a condition of participating in the CIC Program, eligible employees are required to enter into confidentiality and non-compete agreements in favor of the Company. The non-compete provisions of the CIC Program protect the Company whether or not a change in control occurs.

Under the CIC Program, a participant is entitled to certain ~~“double-trigger”~~"double-trigger" benefits following a change in control, that is, if the participant is terminated by the Company other than for cause, death or disability or if the participant resigns for good reason (amounting essentially to constructive discharge) on or within a certain period of time (for NEOs, two years) after a change in control of the Company. Benefits are also payable if a qualifying termination occurs up to six months prior to the change in control at the request of a third party involved in or contemplating a change in control of the Company.

The Compensation Committee last provided a ~~change-in-control~~change in control agreement ~~including~~that included an excise tax gross up in 2009, and no new participants have been or will be gross-up eligible. ~~Mr. Hattersley was added~~The Company will no longer provide the excise tax gross-up benefit to ~~this plan in 2012 because he came from MillerCoors, where he had a comparable change in control agreement. The plan has since been closed to new participants.~~

~~Table of Contents~~

~~Oversight of Executive Compensation Programs~~

~~To ensure consistent application of our philosophy described above, we draw on the perspectives of different groups in setting objectives,~~ ~~reviewing performance and determining rewards for our executive officers, including our NEOs. The table below outlines their roles and responsibilities.~~

		~~Roles and Responsibilities~~

~~Independent Members of the Board of Directors~~		· ~~Establish financial and other business goals and objectives, providing the foundation for the performance measures of the incentive compensation programs.~~ · ~~Set and measure performance objectives and goals for Messrs. Swinburn and Coors based on the recommendations of the Compensation Committee.~~ · In executive session, approve salary, annual incentive and LTIP award values for Mr. Swinburn and salary and annual incentive values for Mr. Coors, on the recommendation of the Compensation Committee.

~~Independent Compensation Committee~~		· ~~Sets compensation for the NEOs other than Messrs. Swinburn and Coors.~~ · ~~Reviews data, objectives and goals, and assesses achievement, and recommends compensation for Messrs. Swinburn and Coors for approval by the Board.~~ · ~~Considers compensation competitiveness based on a review of peer group and, where applicable, comparable industry compensation.~~ · With input from Mr. Swinburn, sets individual performance objectives based on Company-wide and business unit targets, and cumulative results objectives (CROs), which are measurements against job performance with cumulative results shared by all executive officers, as described more fully under the heading “Annual Incentive” beginning on page 37 for the NEOs, other than Messrs. Swinburn and Coors, and evaluates achievement of those goals and objectives. · ~~Establishes performance measures for purposes of Section 162(m) of the Internal Revenue Code of 1986 (the Code) and certifies achievement of such performance measures.~~ · ~~Certifies levels of attainment of Company and business unit performance, and reviews the NEOs’ performance on individual goals and CROs.~~

~~Compensation Consultant to the Compensation Committee~~ ~~(the Compensation Consultant)~~		· ~~Pay Governance LLC reports directly to the Compensation Committee.~~ · ~~Assists in developing recommendations for compensation for executive officers including the NEOs.~~ · Based on input and guidance from the Compensation Committee, the CEO and the Global Chief People and Legal Officer, develops and provides information and recommendations for use by the Compensation Committee in reviewing and adjusting the Company’s global compensation program, including: · ~~peer group and industry data;~~ · ~~assessments of pay competitiveness for executive officers;~~ · ~~incentive plan design and implementation; and~~ · ~~methodologies for implementation of compensation elements and relative pay and performance alignment.~~

~~CEO~~		· ~~Recommends individual performance objectives and goals of NEOs (other than Mr. Coors), for adoption by the Compensation Committee, and guides the achievement of those goals.~~ · ~~Evaluates each NEO (other than Mr. Coors and himself), on the basis of goals set for the year and a self assessment completed by the NEO.~~ · Recommends NEO salaries and annual and long-term incentive awards (other than for Mr. Coors and himself), based on his assessments. Recommendations take into account subjective criteria such as unique talents, criticality to the organization and retention risk. · Reviews trend information and reports prepared by the Compensation Consultant regarding competitiveness and effectiveness of our compensation policies, programs and pay levels in order to make recommendations to the Compensation Committee.

~~Global Chief People and Legal Officer~~		· Reviews reports and trend information prepared by the Compensation Consultant regarding the competitiveness and effectiveness of our compensation policies, programs and pay levels for our executive officers, in order to make recommendations to the Compensation Committee.

~~Table of Contents~~

~~Roles and Responsibilities~~

		· ~~Makes recommendations regarding changes to our executive compensation programs to the CEO and the Compensation Committee.~~

~~2012 Executive Pay Program Outcomes~~

~~Base Salary Actions~~

Senior management for the Company generally did not receive annual salary increases for 2012. This was based on business performance and overall positioning of compensation relative to our peer group. This included the NEOs with the exception of Mr. Hunter ~~who did receive a base salary increase with respect to changes in~~following his position. Additionally, we hired a new CFO, Mr. Hattersley, following Mr. Glendinning’s move to the President and Chief Executive Officer, Molson Coors UK role. The following outlines the related base salary decisions for Messrs. Hattersley and Hunter:

·~~In 2012 Gavin Hattersley was hired as CFO at a base salary rate of $556,400.~~

·~~On December 1, 2012, Mark Hunter’s base salary was increased 10% ($591,456) in recognition of his increased responsibility~~appointment as President and CEO ~~of the newly formed Molson Coors Europe business.~~

~~Annual Incentive Results~~

For 2012, the target levels of achievement at the corporate and business group levels were set as follows. Results have been adjusted in order to remove the impact the change in exchange rates has on the calculations over the course of the year.

~~2012 MOLSON COORS INCENTIVE PLAN (MCIP) RESULTS~~

2012 Pre-Tax Earnings (70%) $M

2012 Revenue (30%) $M

Total

Business

Target

Actual

Payout

Target

Actual

Payout

Results

Enterprise

$
757.0

$
789.2

114
%
$
6,821.0

$
6,631.8

27
%
88.0
%
MCBC UK

GBP
58.4

GBP
40.8

0
%
GBP
868.0

GBP
797.9

0
%
0
%
MCBC Canada (1)

CAD
451.9

CAD
451.6

98
%
CAD
2,092.0

CAD
2,041.1

44
%
82.0
%

~~(1)~~None of the 2012 NEOs had the results of MCBC Canada used for a direct calculation of their bonus. However, the information has been provided as this represents a significant portion of the Company’s pre-tax earnings and revenue.

~~2012 MOLSON COORS INTERNATIONAL~~~~(1)~~

2012 Pre-Tax Earnings (40%) $M

Volume (60%) HL

Total

Business

Target

Actual

Payout

Target

Actual

Payout

Results

MCI

$
(31.5
)
$
(33.6
)
89
%
1,677.0

1,520.8

59
%
71
%

~~(1)None of the 2012 NEOs had the results of MCI used for a direct calculation of their bonus. However, the information has been provided as this represents a key component of Company strategy.~~

~~Table of Contents~~

~~2012 MOLSON COORS CENTRAL EUROPE (MCCE) RESULTS(1)~~

2012 EBITDA (50%) $M

Cash Flow (50%)

Total

Business

Target

Actual

Payout

Target

Actual

Payout

Results

MCCE

EUR
250.0

EUR
211.8

0
%
EUR
127.5

EUR
127.0

98.9
%
49.5
%

~~(1)The Molson Coors Central Europe (MCCE) bonus program design was established prior~~ to the ~~acquisition by Molson Coors.~~

~~2012 MILLERCOORS INCENTIVE PLAN RESULTS(1)~~

2012 EBITA (70%) $B

Premium Light Brand Market Share
Growth(2) (30%)

Total

Business

Target

Actual

Payout

Target

Actual

Payout

Results

MillerCoors

$
1.270

$
1.290

125
%
+0.10 share points

-0.56 share points

0
%
87.7
%

Company.

~~(1)Peter Coors bonus~~Additional information about the Company's CIC Program and Severance Pay Plan is ~~based on MillerCoors results given his role with the MillerCoors joint venture.~~

~~(2)~~Premium Light Brand Market Share Growth is the percentage point growth in market share for core brands. EBITA comprises 70% of the outcome and the remaining 30% is calculated on Premium Light Brand Market Share Growth.

~~The following table summarizes the calculation of final 2012 MCIP awards after review by the Committee (and the independent members of the Board~~provided in the ~~case of Messrs. Swinburn and Coors). The Company’s performance against the pre-determined measures is set forth~~"Potential Payments upon Termination or Change in the table above. The multiplier shown is aligned with corporate, business unit and cumulative results objectives (CROs) performance and represents achievement against objectives. This multiplier was subject to discretionary adjustment (up or down, within the maximum allowable payment amounts as determined under the MCIP) by the Committee (or the independent members of the Board, in the case of Messrs. Swinburn and Coors) based on individual performance. The Grants of Plan Based Awards TableControl" section beginning on page ~~47 provides information on threshold, target and maximum MCIP awards.~~

NEO

2012 MCIP
Target (as
a % of
Salary)

Unit Focus

Weight

MCIP Multiplier

MCIP Award for
2012 (Paid in 2013)

Peter Swinburn

75
%
MCBC Corp

100
%
88
%
$
709,500

Gavin Hattersley

MCBC Corp

75
%
88
%
$
148,638

75
%(1)
Individual/ CROs

25
%
88
%
$
49,546

Total

$
198,184

Stewart Glendinning

MCBC Corp

75
%
88
%
$
221,652

60
%(2)
Individual/ CROs

25
%
88
%
$
73,884

Total

$
295,536

Peter Coors

120
%
MillerCoors

100
%
87.7
%
$
894,540

Samuel Walker

60
%
MCBC Corp

75
%
88
%
$
244,569

Individual/ CROs

25
%
106
%
$
97,827

Total

$
342,396

3885.

~~Table of Contents~~

NEO

2012 MCIP
Target (as
a % of
Salary)

Unit Focus

Weight

MCIP Multiplier

MCIP Award for
2012 (Paid in 2013)

Mark Hunter

MCBC Corp

25
%
88
%
$
71,552

MCBC UK

25
%
0
%
$
0

60
%(3)
MCBC CE

25
%
49.5
%
$
44,414

Individual/ CROs

25
%
88
%
$
71,552

Total

$
187,518

~~(1)Mr. Hattersley’s 2012 bonus was prorated to his date of hire and based on actual performance.~~

~~(2)~~Mr. Glendinning served as President and CEO of Molson Coors UK for half of the year. However, given his assignment was temporary and to support global reorganization of the business, it was decided he would remain on the MCBC Corporate bonus for his role in the UK.

~~(3)~~Mr. Hunter served as President and CEO of Molson Coors UK for half of the year and President and CEO of Molson Coors Central Europe for half of the year. Given Molson Coors UK did not meet threshold performance, Mr. Hunter did not receive a bonus for that portion of the year.

~~Long-Term Incentive Results~~

~~The grant date value of the Long-Term Incentive Plan (LTIP) awards granted to the NEOs in 2012 is shown below. Options are valued at their Black-Scholes value, as described on page 33.~~

NEO

Total 2012 Annual LTIP Award

Peter Swinburn

$
4,000,031

Gavin Hattersley

See special new hire awards under 2012 Additional Long-Term Incentive Recognition Awards below

Stewart Glendinning

$
1,000,031

Peter Coors

$
0

Samuel Walker

$
1,000,031

Mark Hunter

$
1,000,031

~~Performance Unit Results~~

~~Performance Units awarded during 2012 and performance units for the performance period ending in 2012 achieved the following results:~~

~~Table of Contents~~

~~2009-2011 AND 2010-2012 PERFORMANCE UNIT CUMULATIVE CONSIDERED EPS RESULTS~~

Vesting Date

Target

Actual

Payout

May 13, 2012

$
10.05

$
10.92

108
%
March 15, 2013

$
11.91

$
11.64

98
%

~~Additional Long-Term Incentive Recognition Awards~~

As referenced above under the section Base Salary Actions, certain NEOs received additional compensation actions in 2012 due to changes in their responsibilities, or, in the case of Mr. Hattersley ($750,065), as a retention vehicle in his new role as CFO with Molson Coors. Such awards were made to Messrs. Glendinning ($300,035) for assignment as President and CEO of Molson Coors UK, Walker ($150,003) for assignment as Chief People and Legal Officer and Hunter ($300,035) for assignment of President and CEO of Molson Coors Europe. Details of these awards are included in the Summary Compensation Table section.

~~Additional Executive Compensation Actions~~

Mr. Hattersley received standard relocation benefits per the Company’s relocation policy. Messrs. Glendinning and Hunter received international assignment support while on assignment in the U.K. and Prague, respectively. The values of these benefits are included in the Summary Compensation Table for 2012 on page 43.

~~Unique Role of Mr. Coors~~

~~Mr. Coors serves in several capacities as an executive of the Company:~~

·~~As an employee and Vice Chairman of the Board of Molson Coors he brings a wealth of industry and Company knowledge and provides input to key strategic decisions.~~

·As a well-recognized public representative of the Company and industry, with strong relationships with key customers, partners and government officials. He is also a beer industry icon who advocates for product quality, all of which provide a significant competitive advantage.

·As Chairman of the Board of MillerCoors he brings these same skills and experience to an organization that contributes significantly in the success of Molson Coors. While at the same time looking after a key asset of Molson Coors, mainly the Coors family of brands, in its largest geographic market by volume.

There are no direct peer comparisons for Mr. Coors’ role. The Committee recognizes that Mr. Coors, as a member of one of the two founding shareholding families with one of the largest interests in the Company, is motivated to stay with the Company whether or not he receives compensation designed for retention. Nevertheless, the Committee exercises its discretion in recommending an appropriate salary for Mr. Coors, and generally expects to recommend a salary below that of the CEO. For 2012, there were no changes to Mr. Coors’ compensation.

~~A portion of Mr. Coors compensation is provided for his services as a director, as outlined in the Director Compensation section on page 16.~~

In setting Mr. Coors’ compensation, the Committee takes into account the performance of the MillerCoors business. For example, the MillerCoors Compensation Committee establishes and then certifies MCIP results for the MillerCoors business on an annual basis. The Committee looks at those data in considering Mr. Coors’ compensation. The Committee believes that this is appropriate because Mr. Coors contributes so substantially to the success of MillerCoors, as stated above. Mr. Coors’ salary and annual bonus are reimbursed by MillerCoors.

~~2013 Executive Pay Program Decisions~~

Key changes in 2013 again centered on the LTIP and MCIP. As the Company’s business strategy continues to evolve in response to industry and consumer trends, so do our executive compensation performance based pay programs. This is necessary to make sure executives are being motivated in the appropriate ways to drive the proper balance and focus of short and long-term growth. Following is a summary of those changes and the rationale behind them:

~~Table of Contents~~

~~Program~~	~~Decision/Change~~	~~Rationale~~
~~Base Salary~~	· ~~No increases for 2013 (following no increase in 2012), except for Mr. Hunter~~	· ~~Based on competitive positioning of total compensation and business performance~~
~~LTIP~~	· ~~Replaced Performance Units with Performance Share Units (PSUs)~~ · ~~Introduction of Relative Total Shareholder Return (TSR) metric to PSU awards~~	· ~~More closely align LTIP awards and value to shareholder returns~~ · ~~32% of CEO and 25% of other NEOs’ target compensation is delivered in PSUs~~
~~MCIP~~	· ~~Increased emphasis on revenue over 2012 (60% pre-tax earnings; 40% revenue)~~ · ~~Increased the difficulty in achieving threshold performance and in turn a payout under the MCIP~~ · ~~Other than Mr. Swinburn, restored MCIP target bonus levels to those previously in place prior to 2012. For Mr. Swinburn, moved MCIP target bonus level above 2012 level but below previous level~~	· ~~The overall mix of metrics places appropriate focus on top and bottom line growth~~ · ~~Strengthens the linkage between executive performance based pay and delivery of shareholder value~~ · ~~Aligns NEO target incentive opportunity to compensation philosophy: median of the peer group~~ Additional Information Regarding Executive Pay Programs

Also the Committee, in conjunction with granting annual restricted stock unit awards in the first quarter of 2013, approved a supplemental restricted stock unit award for each of the NEOs, other than Mr. Coors, after considering the Company’s 2012 performance, including the achievement of above-target pre-tax net income, and the reduced target level for each NEO’s 2012 MCIP award. These supplemental awards will vest one year after the date of grant.

The Board of Directors also has voted to move from a triennial shareholder say on pay vote frequency to an annual say on pay vote beginning with the 2013 vote, and to seek shareholder approval of an amendment to its certificate of incorporation to allow Class B shareholders to participate in the vote beginning in 2014.

~~Additional Information Regarding Executive Pay Programs~~

Governance of Equity Grant Process

The Compensation Committee generally evaluates and approves annual equity grants at or about the same time as it determines and approves the ~~Company’s~~Company's annual salary adjustments and annual incentive payouts. This typically occurs at its regularly scheduled meeting in the first quarter of the year.

Individual recognition equity awards may be granted at other times during the year related to special ~~events~~circumstances (acquisitions, establishment of joint ventures, promotions, extraordinary performance, retention, etc.). Awards of stock options, RSUs or other equity incentives to new executive officers also typically occur at the time the individual joins the organization or first becomes an officer. ~~Certain~~Equity awards ~~were~~ made to NEOs during ~~2012 and~~2015 are further described under the ~~section 2012~~header "Long-Term Incentive Results" in the "Components of Executive Compensation and 2015 Executive Pay Program ~~Outcomes: Long-Term Incentive Results~~Outcomes" section beginning on page ~~39.~~61. These awards are also reflected in the relevant ~~Summary Compensation~~compensation tables beginning on page ~~43.~~

71.

Employment Agreements and Letters

~~Employment agreements are in place for Messrs. Coors, Swinburn~~

The Company entered into an employment agreement with Mr. Hunter upon his promotion to President and ~~Hunter.~~CEO. The material terms of ~~these agreements~~this agreement are described beginning on page ~~58.~~88. Messrs. Heede, Coors and Glendinning ~~and Hattersley~~also have employment letters which ~~generally~~ outline the compensation components of their roles. These agreements do not provide a guarantee of continued employment, but rather clarify the workplace transition that will occur should employment of the executive end in a ~~‘not~~"not for ~~cause’~~cause" situation.

Stock Ownership Guidelines

We have stock ownership guidelines for our senior officers, including the NEOs, because we believe that it is important for the leadership team to have a meaningful stake in the Company to further align ~~management’s~~management's interests with those of our stockholders. Under the guidelines, senior officers must accumulate shares and share equivalents having a market value equal

~~Table of Contents~~

to a prescribed multiple of annual salary. All of our NEOs ~~with the exception of Mr. Hattersley,~~ currently satisfy the applicable stock ownership guidelines which are set forth below. ~~Mr. Hattersley is in his first year~~



		\| 2016 Proxy Statement \| 68

Compensation Discussion and Analysis

Return to Table of ~~his allowable five year period in which~~Contents

Return to ~~meet the ownership requirement.~~

Key Terms

~~Position~~

Position	Ownership Requirement: Multiple of Annual Salary		Additional Details
~~Mr. Swinburn and Mr. Coors~~ CEO		5 x		· Each NEO has 5five years from commencing NEO status to reach the required ownership ~~level~~

~~Other Named Executive Officers~~		~~3 x~~			·level. Shares owned outright, the value of shares in deferred compensation plans and the projected ~~after-tax~~ value of unvested RSUs and ~~PUs~~PSUs count toward the ownership requirement while vested and unvested stock options are ~~excluded~~ excluded. PSU projections take into account stock price changes but assume metric performance at target.
Other NEOs				3 x
Other Senior Executives		3 x

Recovery of Awards

~~Participants~~

In 2015, we enhanced our clawback policy which allows for the recovery of incentive compensation from current and former executive officers and certain other employees, if designated by the Compensation Committee, in ~~our long-term incentive awards program are~~the event the Company is required to ~~agree that their awards will be forfeited and amounts received will be subject to recovery if the participant engages in conduct resulting in~~prepare an accounting restatement due to material noncompliance with required financial reporting requirements under the securities laws, regardless of ~~Company results. In~~whether the ~~event of a restatement of our financial statements, an executive who engages in conduct resulting~~officer was at fault in the ~~restatement~~circumstances leading to the restatement. This enhancement applies to incentives related to 2015 performance and beyond and will ~~be required~~apply to ~~reimburse~~current and former executive officers and certain other employees designated by the ~~Company the amount of any payment or settlement of an award earned or accrued during the twelve month period following the restatement.~~

Compensation Committee.

The Compensation Committee will also ~~develop a~~modify this recovery policy based on the requirements to be issued by the NYSE pursuant to the mandate ~~of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010~~under Dodd Frank once ~~the requirements of~~ the NYSE rules are finalized.

Compliance with ~~IRS~~ Section 162(m)

of the Code

Section 162(m) of the Code generally limits the tax deductibility of compensation paid by a public company to its ~~CEO~~chief executive officer and ~~certain~~the three other most highly compensated executive officers (excluding the chief financial officer) who are in office at the end of the fiscal year to $1 million per officer in the year the compensation becomes taxable to the executive. There is an exception to the $1 million limit on deductibility for ~~performance-based~~ compensation that ~~meets certain requirements.~~qualifies as "performance-based" or satisfies another exception. While the Compensation Committee seeks to preserve tax deductibility in developing and implementing our executive compensation program, the Compensation Committee believes it should retain flexibility in awarding compensation to our NEOs and thus has not adopted a policy that all compensation must be deductible for federal income tax purposes. The ~~Committee’s policy is to provide~~Compensation Committee intends that annual incentive awards, stock options and ~~Performance Units that are intended~~PSUs granted to our NEOs in 2015 qualify and be fully deductible by the Company under Section 162(m) of the Code. However, ~~in order to maintain market competitive compensation programs,~~because of the ~~Committee has reserved~~fact-based nature of the right to approve incentive and other compensation that may not meet the Section 162(m) performance-based compensation exception. To the extent that such compensation exceeds the $1 million limitation set forth in“performance-based compensation” exception under Section 162(m) of the Code and the ~~Committee recognizes~~limited availability of binding guidance thereunder, it cannot be guaranteed that ~~the loss of the tax deduction may be unavoidable under these circumstances. The time-vested RSUs~~annual incentive awards, stock options and PSUs awarded or granted ~~by the Committee~~to our NEOs for 2015 will ~~not be treated as performance-based compensation~~qualify for exemption under Section 162(m) of the ~~Code.~~

Code, thereby preventing us from taking a deduction.

The Compensation Committee also considers the effect of accounting treatment in determining appropriate forms of compensation.

Independence of the Compensation Consultant to the Compensation Committee

During ~~2012,~~2015, the Compensation Committee utilized Pay Governance, an independent executive compensation firm ~~who~~which does no other business with the Company (except to act as its Compensation



		\| 2016 Proxy Statement \| 69

Compensation Discussion and Analysis

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Return to Key Terms

Consultant), to advise the Compensation Committee and Board on the design and potential changes to the ~~Company’s~~Company's executive and director compensation policies.

The Compensation Committee reviewed the ~~Company’s~~Company's relationship with Pay Governance to ensure the independent judgment of the Compensation Consultant ~~to the Committee~~ and ~~the Committee~~ does not believe that there are any conflicts of ~~interest with Pay Governance. The~~interest. This review is conducted to ensure the Compensation Consultant renders candid and direct advice independent of ~~management’s~~management's influence.

Response to Advisory Say-On-Pay Vote

~~Table~~The Compensation Committee has also taken into consideration the results of ~~Contents~~the 2015 stockholder advisory vote to approve executive compensation. The result of the vote was that stockholders approved (receiving approximately 98% of votes cast in favor) management's recommendations to approve, on an advisory basis, the compensation of our NEOs presented in the 2015 proxy statement. Given the strong stockholder support of the Company's executive compensation programs, the Compensation Committee has followed a similar approach to compensation in 2016. The Compensation Committee will continue to consider the result of say-on-pay votes when making future compensation decisions for the NEOs.

COMPENSATION COMMITTEE REPORT

The Compensation Committee, comprised of independent directors, reviewed and discussed the above ~~Compensation Discussion and Analysis (CD&A)~~CD&A with the ~~Company’s~~Company's management. The Compensation Committee believes that the Company has no compensation policies and programs that give rise to risks reasonably likely to have a material adverse effect on the Company. Based on the review and discussion, the Compensation Committee recommended to the Board that the CD&A be included in ~~these proxy materials.~~

~~Submitted by the Compensation Committee~~

this Proxy Statement.

SUBMITTED BY THE COMPENSATION COMMITTEE

Brian D. Goldner (Chairman)

H. Sanford Riley ~~(Chair)~~

~~Brian D. Goldner~~

~~Charles M. Herington~~

Douglas D. Tough

Mary Lynn Ferguson-McHugh

[The remainder of this page intentionally left blank.]

| 2016 Proxy Statement | 70

Executive Compensation

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Return to Key Terms

EXECUTIVE COMPENSATION

~~Summary Compensation Table for 2012~~

Summary Compensation Table

The following table sets forth information regarding compensation earned for services rendered during fiscal years ~~2012 and 2011~~2015 and, where applicable, ~~2010~~2014 and 2013 for ~~our Chief Executive Officer, our Chief Financial Officer, our former Chief Financial Officer,~~the Company's CEO, CFO's and the three other most highly compensated ~~executive officers~~NEOs who were serving ~~as executive officers~~ at the end of ~~2012.~~

Name and
Principal
Position

Year

Salary
($)

Stock
Awards
($)

Stock
Option
Awards
($)

Non-Equity
Incentive Plan
Compensation
($)

Change in
Pension Value
and Non-
qualified
Deferred
Compensation
Earnings ($)

All Other
Comp.
($)

Total ($)

(a)

(b)

(c)

(e)

(f)

(g)

(h)

(i)

(j)

Peter Swinburn
President and CEO (1)

2012

1,075,000

3,200,024

800,007

709,500

958,174

301,867

7,044,572

2011

1,041,667

2,400,039

1,600,005

1,260,411

919,469

364,104

7,585,695

2010

941,667

2,310,054

1,540,007

1,895,400

690,538

384,368

7,762,034

Gavin Hattersley (1)(2)

Global CFO

2012

253,913

375,055

375,011

198,184

0

106,918

1,309,081

Stewart Glendinning

Global CFO and President and CEO MCBC UK (1)(3)

2012

559,728

1,100,063

200,004

295,536

90,515

147,391

2,393,237

2011

553,419

660,013

440,003

333.036

53,143

127,963

2,167,577

2010

533,867

708,013

472,003

638,788

70,455

155,434

2,578,560

Peter H. Coors
Vice Chairman of the Board of Molson Coors (1)

2012

850,000

100,023

0

894,540

418,974

394,849

2,658,386

2011

850,000

100,036

0

714,000

0

338,221

2,002,257

2010

849,979

1,200,037

800,036

688,160

0

303,649

3,841,861

Samuel Walker
Global Chief People and Legal Officer (1)

2012

617,598

950,031

200,004

342,396

49,703

121,973

2,281,705

2011

612,577

600,013

400,001

368,330

0

159,515

2,140,436

2010

598,596

600,046

400,008

715,048

0

179,838

2,493,536

2015.



Name and Principal Position Year	Salary ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Non- qualified Deferred Compensation Earnings ($)		All Other Compensation ($)	Total ($)
Mark R. Hunter^1,2,3 President and CEO
2015	916,667	2,722,725	700,007	1,633,500	(139,357	)	228,514	6,062,056
2014	578,670	781,244	200,007	686,072	1,198,974		359,178	3,804,145
2013	606,613	779,654	200,001	392,630	668,964		369,850	3,017,712
David A. Heede^1,4 CFO (Interim)
2015	332,297	236,478	—	173,085	(91,086	)	140,453	791,227
Gavin D. Hattersley⁵ CFO (Former)
2015	485,745	1,166,954	300,011	271,940	(1,774	)	191,374	2,414,250
2014	582,365	859,323	220,008	722,861	4,562		101,911	2,491,030
2013	556,400	751,295	200,001	338,013	3,593		87,138	1,936,440
Peter H. Coors^1,6,7 Vice Chairman of the Board
2015	850,000	125,016	—	1,074,060	2,003,890		400,258	4,453,224
2014	850,000	125,063	—	912,900	1,985,773		414,893	4,288,629
2013	850,000	100,007	—	852,720	1,528,558		422,467	3,753,752
Samuel D. Walker¹ Chief People and Legal Officer
2015	638,349	777,992	200,012	608,027	12,733		145,906	2,383,019
2014	625,832	781,244	200,007	736,918	61,423		112,480	2,517,904
2013	617,598	956,234	200,001	333,503	118,568		116,335	2,342,239
Stewart F. Glendinning⁴ President and Chief Executive Officer, Molson Coors Canada
2015	422,634	777,992	200,012	349,465	(10,152	)	439,635	2,179,586
2014	489,480	2,747,334	180,006	498,171	171,565		219,769	4,306,325
2013	530,277	896,280	226,001	182,838	112,990		184,372	2,132,758


1	Messrs. Hunter, Heede, Coors and Walker are also directors of MillerCoors.


2	Mr. Hunter became the Company's President and CEO effective January 1, 2015.


3	A GBP to USD exchange rate of 1.5577 as of the end of the Company's fiscal year, December 31, 2014, was used to convert Mr. Hunter's 2014 compensation with the exception of his Non-Equity Incentive Compensation. This payment was paid in USD and converted at 1.5414 which was the rate at the payment processing date. For 2013, the GBP to USD exchange rate was 1.6574 for all compensation.

Mr. Heede first became an NEO in 2015 upon becoming Interim CFO. A GBP to USD exchange rate of 1.4736 as of the end of the Company's fiscal year, December 31, 2015, was used to convert Mr. Heede's 2015 compensation. A CAD to USD exchange rate of 0.7226 as of the end of the Company's fiscal year, December 31, 2015, was used to convert Mr. Glendinning's 2015 compensation. For 2014, the CAD to USD exchange rate



		\| 2016 Proxy Statement \| 71

Executive Compensation

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~~(1)Messrs. Swinburn, Hattersley and Glendinning are also Directors of MillerCoors. Mr. Walker is the Managing Director of MillerCoors. Mr. Coors is Chairman of the Board of MillerCoors.~~

~~(2)Mr. Hattersley joined the Company in June 2012.~~

~~(3)A U.K. GBP~~Return to ~~U.S. dollar exchange rate of 1.6160~~Key Terms

was 0.8605 as of the end of the ~~Company’s~~Company's fiscal year, December ~~29, 2012,~~31, 2014, and for 2013 the rate was ~~used to convert Mr. Hunter’s 2010 through 2012 compensation. Mr. Glendinning continued to receive compensation in U.S. dollars while on assignment in~~0.9405 as of the ~~U.K.~~

~~“Bonus”~~end of the Company's fiscal year, December 31, 2013.


5	Mr. Hattersley became Chief Executive Officer of MillerCoors on September 8, 2015.


6	An IDCP was established for Mr. Coors in 2009. He was also awarded deferred RSUs in 2005. Additional details regarding these plans are provided in the "Non-Qualified Deferred Compensation" section on page 83.


7	Mr. Coors did not receive a stock award under the 2015 LTIP; however, the table above reflects awards received for his services as a director as described in the "Director Compensation" section beginning on page 38.

"Bonus" column ~~(d)~~ has been omitted as the ~~company~~Company did not payout a bonus to its NEOs in ~~2010, 2011~~2013, 2014 or ~~2012.~~

2015.

Stock Awards ~~(Column (e))~~

The amount in the ~~Stock Awards~~"Stock Awards" column is the aggregate grant date fair value of stock awards granted to each NEO, calculated in accordance with the provisions of the ~~Financial Accounting Standards Board Accounting Standards Codification 718, Compensation-Stock Compensation (FASB~~FASB Topic ~~718).~~718. The stock awards granted to the NEOs ~~other than Mr. Coors,~~ consisted of ~~PUs~~PSUs and RSUs and are described in the ~~CD&A~~"CD&A" section beginning on page ~~37. For Mr. Coors, the stock awards consist of RSUs and are described Long Term Incentive section of the CD&A beginning on page 39.~~

48.

The assumptions used to calculate these amounts are incorporated by reference to Note 1513 "Share-Based Payments" to the ~~Company’s~~Company's consolidated financial statements in the ~~Form 10-K.~~Annual Report. The ~~PUs, stock options~~PSUs and ~~the~~ RSUs were granted under the ~~Molson Coors Brewing Company~~ Incentive ~~Compensation~~ Plan, ~~(Incentive Plan),~~ the material provisions of which are described in the "Long-Term Incentives in 2015" section beginning on page ~~32.~~63. In calculating the number of PSUs and RSUs, the Compensation Committee uses the closing date stock price on the award date. The grant date fair value ~~for~~of the ~~PUs~~PSUs was calculated based on the achievement of target ~~amount for~~performance. For 2015, the ~~award period commencing in the year indicated. For 2012, the~~total aggregate grant date fair value of all stock awards, assuming the highest level of payout for ~~PUs~~PSUs, would be as follows: ~~$5,200,027~~$4,463,632 for Mr. ~~Swinburn, $375,055~~Hunter, $358,378 for Mr. Heede, $1,913,089 for Mr. Hattersley, ~~$1,600,074 for Messrs. Glendinning and Hunter, $100,023~~$125,016 for Mr. Coors, ~~and $1,450,042~~$1,275,415 for Mr. ~~Walker.~~

Walker and $1,275,415 for Mr. Glendinning.

The Company cautions that the amounts reported for these awards may not reflect the amounts that the NEOs will actually realize from the awards. Whether, and to what extent, a NEO realizes value is dependent on a number of factors including, the ~~Company’s~~Company's performance, stock price, relative TSR, PACC and the NEOs continued employment.

~~Stock~~

Option Awards ~~(Column (f))~~

The amount in the ~~Stock Option Awards~~"Option Awards" column is the grant date fair value of stock option awards granted to each NEO, calculated in accordance with FASB Topic 718. ~~In calculating these amounts, the Company does not take into account the risk of forfeiture.~~ The stock ~~options~~option awards granted to the NEOs are described in the ~~CD&A.~~

"CD&A" in the section beginning on page 48.

Non-Equity Incentive Plan Compensation ~~(Column (g))~~

The amounts reported in the ~~Non-Equity~~"Non-Equity Incentive Plan ~~Compensation~~Compensation" column represent amounts earned by the NEOs under the MCIP as explained in the ~~CD&A~~"CD&A" section beginning on page ~~37.~~

48.

Change in Pension Value and Non-Qualified Deferred Compensation Earnings ~~(Column (h))~~

The amounts shown in the ~~Change~~"Change in Pension Value and Non-Qualified Deferred Compensation ~~Earnings~~Earnings" column include changes in pension ~~value~~values under the tax qualified pension plan for ~~our~~Molson Coors UK, ~~entity~~the EFRBS, Canada retirement plans and ~~under~~ the ~~Molson Coors~~ Supplemental Thrift Plan.



		\| 2016 Proxy Statement \| 72

Executive Compensation

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Return to

Key Terms

All Other Compensation ~~(Column (i))~~

The amounts reported in the ~~All~~"All Other ~~Compensation Column~~Compensation" column reflect the sum ofof: (i) the incremental cost to the Company of perquisites and other personal benefits; (ii) the amount of any tax reimbursements; (iii) the amounts contributed by the Company to the ~~Molson Coors Brewing Company Savings~~Thrift Plan, the Supplemental Thrift Plan, EFRBS, the Canadian Retirement Plan and ~~Investment Plan (Thrift Plan)~~DC SERP; and ~~the Molson Coors Brewing Company Supplemental Savings~~(iv) and ~~Investment Plan (Supplemental Thrift Plan); and (iv)~~ the dollar value of life insurance premiums paid by the Company. The amounts contributed to the Thrift Plan and the Supplemental Thrift Plan (collectively, the Thrift Plans) are calculated on the same basis for all participants in the relevant plan. The ~~material~~ provisions of the Supplemental Thrift ~~Plans~~Plan, EFRBS and the DC SERP are described in the "Non-Qualified Deferred Compensation" section beginning on page ~~46.~~

~~The table below outlines the perquisites~~83.

Perquisites and other personal benefits that meet the threshold for disclosure under SEC rules. The table also outlines the additional all other compensation that meets the threshold required for disclosure under SEC rules. A “No” indicates that the NEO was not eligible to receive the perquisite or personal benefit. Other ~~than for executive life insurance premiums, no tax reimbursements are provided to the NEOs.~~ Personal Benefits

A description of all perquisites and other personal benefits received by the ~~NEO~~NEOs in ~~2012 follows the table.~~

~~Perquisites and Other Personal Benefits~~2015 is set forth below.

Name

Executive
Physical

Financial
Planning

Parking
Allowance

Sports
Tickets

Car
Allowance

Personal
Travel

Product
Allotment

Relocation

Global
Assignment

Peter Swinburn

$
1,590

$
10,000

$
1,200

$
275

$
12,000

$
28,610

No

No

No

Gavin Hattersley

$
0

$
5,000

$
700

$
0

No

No

No

$
66,946

No

Stewart Glendinning

$
1,870

$
10,000

$
900

$
0

$
4,913
(1)
No

$
166

No

$
35,651

Peter H. Coors

$
895

$
10,000

No

$
0

No

No

No

No

No

Samuel Walker

$
1,335

$
10,000

$
1,200

$
1,078

No

No

No

No

No

Mark Hunter

$
1,534

No

No

No

$
28,316

No
(2)
$
488

No

$
94,858
(2)

~~(1)Mr. Glendinning received auto benefits as part of his temporary assignment as President and CEO of MCBC UK.~~

~~(2)~~Mr. Hunter received Personal Travel benefits as part of his assignment to our Prague, Czech Republic offices in coordination with his assignment as President and CEO of Molson Coors Central Europe. These values are included in his Global Assignment amount.



Name	Executive Physical ($)	Financial Planning ($)	Parking Allowance ($)	Car Allowance ($)	Product Allotment ($)	Relocation ($)	Interim Assignment ($)
Mark R. Hunter	3,155	9,167	1,200	—	—	45,985	—
David A. Heede	690	—	—	15,490	291	—	3,588
Gavin D. Hattersley	2,095	7,500	900	—	—	—	—
Peter H. Coors	2,800	10,000	300	—	—	—	—
Samuel D. Walker	1,850	10,000	—	—	—	—	—
Stewart F. Glendinning	3,444	4,336	—	8,814	890	311,401	—

Executive Physical

Molson Coors supports the health and ~~well being~~well-being of all employees by providing medical benefits and a wellness program. In addition to the standard health and wellness benefit, ~~US based~~ executives are encouraged to receive an enhanced annual physical at the expense of the Company. All of the US NEOs ~~except Mr. Hattersley,~~ utilized this benefit in ~~2012.~~

2015.

Financial Planning

The Company provides financial planning services to the ~~Denver~~U.S. and Canada based NEOs to assist in the management of personal finance. The services may include estate planning, tax planning or annual financial reviews.

Parking Allowance

The Company provides a parking allowance to all ~~Denver~~U.S. based employees, including the ~~Denver based~~ NEOs. Mr. ~~Coors does~~Walker elects not to receive a parking allowance.

~~Sports Tickets~~

The Company previously provided sports tickets to Denver based executives to distribute to employees for reward/ recognition, to donate to corporate-sponsored fundraisers or charitable events, or for personal use. During 2012 the Company discontinued sports tickets for its Denver executives.

~~Table of Contents~~

Car Allowance

Molson Coors strives to provide a market-competitive total rewards package for ~~our~~its executives. ~~We provide~~The Company provides select executives with a car allowance or leased vehicle in accordance with local market practice. ~~The~~In 2015, the Company ~~currently provides a~~provided car ~~allowance~~benefits for Messrs. Glendinning and Heede.



		\| 2016 Proxy Statement \| 73

Executive Compensation

Return to ~~Mr. Swinburn. Mr. Hunter received a Company vehicle through June 2012 and then elected~~Table of Contents

Return to ~~take his vehicle benefit as a vehicle allowance.~~

~~Personal Travel~~

Pursuant to his employment agreement, Mr. Swinburn is entitled to 4 annual first class trips to the U.K. and his wife is entitled to 5 annual first class trips. The value of this benefit is included in Mr. Swinburn’s salary assessment.

Key Terms

Product Allotment

The Company provides product samples to Canada and U.K. executives and believes that this enhances ~~our executives’~~the executives' knowledge of ~~our~~the Company's products and enables them to become stronger champions of ~~our~~its brands. ~~Denver~~U.S. based employees, including the NEOs, are eligible to purchase products from MillerCoors at a ~~discount.~~

discounted rate.

Relocation

~~Mr. Hattersley received relocation assistance under the Molson Coors Relocation Policy upon his appointment to the Global Chief Financial Officer position.~~

~~Global Mobile and International Assignment~~

Under the Company’s Global Mobile Workers and Short-Term International Assignment Policies, employees who are asked to take assignments in locations which are not a reasonable commuting distance from their place of residence, receive certain benefits in their work office location. Where benefits received become taxable to the employee, the Company provides tax gross-up assistance. Under the Global Mobile Workers Policy

Mr. Hunter received ~~reasonable transportation~~relocation benefits in conjunction with his move to the U.S. as President and ~~from~~CEO of the Company during 2015. Mr. Glendinning is provided a monthly housing allowance in conjunction with his ~~home~~relocation to his promotion to President and ~~office and~~CEO of our Canadian business unit beginning in 2013. The amount reported in 2015 includes payments in arrears due to an administrative error dating back to 2013.

Interim Assignment

As part of his assignment as Interim CFO, Mr. Heede received housing ~~and cost of living allowances~~benefits in his temporary office ~~location. Under~~location in the Short-Term International Assignment Policy Mr. Glendinning received housing, auto and cost of living expense allowances in his work office location. Spot exchange rates at the time of expense payment were used to convert payments to U.S. ~~dollars.~~

Additional All Other Compensation

Name

Relocation Tax
Reimbursement

Contributions
to Thrift
Plans

Life
Insurance
Premiums

Other

Board of
Director Fees

Peter Swinburn

No

$
217,687

$
30,505

No

No

Gavin Hattersley

$
15,168

$
13,354

$
5,750

No

No

Stewart Glendinning

$
7,964

$
80,349

$
5,578

No

No

Peter H. Coors

No

$
148,260

$
55,443

No

$
180,251

Samuel Walker

No

$
96,233

$
12,127

No

No

Mark Hunter

$
12,508

$
150,060

$
3,196

$
3,612

No

A description of the additional all other compensation received by the NEOs in 2015 is set forth below:



Name	Tax Reimbursement ($)		Relocation Tax Reimbursement ($)	Contributions to Thrift, EFRBS, DC Unregistered, and DC SERP plans ($)	Life Insurance Premiums ($)	Sports Tickets ($)	Other ($)	Board of Director Fees ($)
Mark R. Hunter	—		4,846	152,384	8,277	—	3,500	—
David A. Heede	—		—	92,046	—	—	29,038	—
Gavin D. Hattersley	(1,912	)	—	108,775	7,198	—	66,818	—
Peter H. Coors	(17,232	)	—	158,661	55,443	—	—	190,286
Samuel D. Walker	(3,890	)	—	123,774	14,172	—	—	—
Stewart F. Glendinning	9,493		—	66,836	5,390	29,031	—	—

Tax Reimbursement

Mr. Glendinning received gross-up payments through 2015 related to his executive long-term disability coverage. This benefit is provided to all other Canadian leadership team members. Mr. Glendinning has since been removed from eligibility for this payment.

The values reported for Messrs. Hattersley, Coors and Walker reflect a payroll correction from 2014 for executive life insurance.

Relocation Tax Reimbursement

The amounts in the table above reflect tax reimbursements paid to ~~certain NEOs.~~Mr. Hunter. The amounts are related to tax reimbursements with respect to the ~~Company’s aforementioned~~Company's Relocation ~~Global Mobile Workers and Short-Term International Assignment Policies.~~Policy. These are standard features of these programs which are available to all employee participants. ~~A Czech Koruna~~



		\| 2016 Proxy Statement \| 74

Executive Compensation

Return to ~~US dollar exchange rate~~Table of ~~0.0526 as of the end of the Company’s fiscal year, December 29, 2012, was used~~Contents

Return to convert Mr. Hunter’s tax payments. A GBP to U.S. dollar exchange rate of 1.6160 as of the end of the Company’s fiscal year, December 29, 2012, was used to convert Mr. Glendinning’s tax payments.

Key Terms

Contributions to Thrift Plans,

EFRBS, Retirement Plans and DC SERP

The Company makes direct and matching contributions for each of Messrs. ~~Swinburn,~~Hattersley, Coors ~~Glendinning~~ and Walker under the Thrift Plans, as applicable, on the same terms and using the same formula as other participating employees. For Messrs. Hunter and Heede, the Company contributions to the EFRBS reflect a supplemental contribution, that cannot be credited in a tax favorable way under the Company's tax approved U.K. pension plan. For Mr. Glendinning, the Company makes contributions to the Canadian Retirement Plan on the same terms and using the same formula as other participating employees. In addition, the Company contributes to an Unregistered Deferred Compensation Plan (Unregistered DC Plan) and DC SERP to provide retirement benefits competitive with other executives at this level, in a tax effective way. The amounts reflected in the table above represent the following:

·~~Mr. Swinburn: $30,000 to the Thrift Plan and $187,687 to the Supplemental Thrift Plan.~~

~~Table of Contents~~

·

Name	~~Mr. Hattersley:~~ Contribution Amounts
Mark R. Hunter		$~~13,354~~152,384 to the ~~Thrift Plan.~~ EFRBS
· David A. Heede	$92,046 to the EFRBS
Gavin D. Hattersley	~~Mr. Glendinning:~~		$~~22,500~~23,850 to the Thrift Plan and ~~$57,849~~$84,925 to the Supplemental Thrift ~~Plan.~~ Plan
· Peter H. Coors		~~Mr. Coors:~~		$~~30,000~~23,850 to the Thrift Plan and ~~$118,260~~$134,811 to the Supplemental Thrift ~~Plan.~~ Plan
· Samuel D. Walker		~~Mr. Walker:~~		$~~30,000~~23,850 to the Thrift Plan and ~~$66,233~~$99,924 to the Supplemental Thrift ~~Plan.~~ Plan
· Stewart F. Glendinning		~~Mr. Hunter:~~		$~~150,060~~18,332 to the ~~Individual Employer Funded~~Canadian Retirement ~~Benefit Scheme.~~ Plan and $48,504 to the Unregistered DC Plan and DC SERP

Life Insurance Premiums

The Company provides life insurance to all U.S. ~~and U.K.~~ employees. For U.S. NEOs, the coverage is equal to eight times their ~~salary and for Mr. Hunter,~~salary. None of the ~~coverage is equal to four times his salary. The tax reimbursement related to this benefit for U.S.~~ NEOs ~~was discontinued in 2012. Mr. Hunter is also not~~are eligible for a tax reimbursement related to this benefit.

Sports Tickets

The Company provides tickets to various sporting events to Mr. Glendinning.

Other

Mr. Hunter was provided an education stipend for one of his children through an existing U.K. program in the amount of $3,500. Mr. Heede was provided a stipend in the amount of $22,104 (GBP 10,000/month) for his role as Interim CFO and a lump sum payment of $6,646 in lieu of a salary merit increase as part of the 2015 annual salary review process. Mr. Hattersley was provided a stipend in the amount of $66,818 for his role as Interim Chief Executive Officer of MillerCoors.

Board of Director Fees

~~In 2012 Mr. Coors received fees as~~

As described in the ~~Director Compensation~~"Director Compensation" section beginning on page ~~16 as follows:~~38, in 2015, Mr. Coors received a cash retainer in the amount of $100,000, Vice Chairman of the Board fees in the amount of $75,000 and earned RSU dividend equivalents of ~~$5,251.~~

~~Other~~

~~Under a grandfathered U.K. benefit program, Mr. Hunter receives a fixed educational allowance for his family’s education expenses.~~

~~Grants~~$15,286.

[The remainder of ~~Plan Based Awards For 2012~~this page intentionally left blank.]



		\| 2016 Proxy Statement \| 75

Executive Compensation

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Return to Key Terms

Grants of Plan Based Awards for 2015

The following table provides information for each of our NEOs regarding annual and long-term incentive award opportunities, including the range of potential payouts, made under our stockholder approved Incentive ~~Plan.~~

Estimated Future Payouts Under Non-
Equity Plan Awards

Estimated Future Payouts Under
Equity Plan Awards

All Other
Stock
Awards:
Number
of
Shares of
Stock or

All Other
Option
Awards:
Number of
Securities
Underlying

Exercise
or Base
Price of
Option

Grant Date
Fair Value
of
Stock and
Option

Name

Grant
Date

Description

Threshold
($)

Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)

Units
(#)

Options
(#)

Awards
($/Sh)

Awards
($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

(k)

(l)

Peter Swinburn

03/12/12

RSUs

28,051

1,200,022

03/12/12

Perf. Units

114,286

139,373

278,746

2,000,003

03/12/12

Stk.Options

97,443

42.78

800,007

2012

MCIP

201,563

806,250

1,612,500

2012

SICP

806,250

Stewart Glendinning

03/12/12

RSUs

7,013

300,016

07/02/12

RSUs

7,235

300,035

03/12/12

Perf. Units

28,572

34,844

69,688

500,011

03/12/12

Stk.Options

24,361

42.78

200,004

2012

MCIP

83,959

335,837

671,674

2012

SICP

335,837

47Plan during fiscal year 2015.



		Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)

Name Grant Date	Type of Grant	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Mark R. Hunter
3/9/2015	RSUs							14,036			981,818
3/9/2015	PSUs				13,100	23,393	46,786				1,740,907
3/9/2015	Stk. Options								50,072	74.81	700,007
2015	MCIP	675,000	1,350,000	2,700,000
David A. Heede
3/9/2015	RSUs							1,638			114,578
3/9/2015	PSUs				917	1,638	3,276				121,900
3/9/2015	Stk. Options								—	74.81	—
2015	MCIP	74,767	149,534	299,067
Gavin D. Hattersley
3/9/2015	RSUs							6,016			420,819
3/9/2015	PSUs				5,615	10,026	20,052				746,135
3/9/2015	Stk. Options								21,460	74.81	300,011
2015	MCIP	227,721	455,441	910,883
Peter H. Coors¹
3/9/2015	Dir. RSUs							1,670			125,016
2015	MCIP	510,000	1,020,000	2,040,000
Samuel D. Walker
3/9/2015	RSUs							4,011			280,569
3/9/2015	PSUs				3,743	6,684	13,368				497,423
3/9/2015	Stk. Options								14,307	74.81	200,012
2015	MCIP	240,956	481,912	963,824
Stewart F. Glendinning
3/9/2015	RSUs							4,011			280,569
3/9/2015	PSUs				3,743	6,684	13,368				497,423
3/9/2015	Stk. Options								14,307	74.81	200,012
2015	MCIP	160,127	320,253	640,506


1	Mr. Coors did not receive a stock award under the 2015 LTIP, however, the table above reflects awards received for his services as a director as described in the "Director Compensation" section beginning on page 38.



		\| 2016 Proxy Statement \| 76

Executive Compensation

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Table of Contents

Return to

Estimated Future Payouts Under Non-
Equity Plan Awards

Estimated Future Payouts Under
Equity Plan Awards

All Other
Stock
Awards:
Number
of
Shares of
Stock or

All Other
Option
Awards:
Number of
Securities
Underlying

Exercise
or Base
Price of
Option

Grant Date
Fair Value
of
Stock and
Option

Name

Grant
Date

Description

Threshold
($)

Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)

Units
(#)

Options
(#)

Awards
($/Sh)

Awards
($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

(k)

(l)

Gavin Hattersley

07/02/12

RSUs #1

6,029

250,023

07/02/12

RSUs #2

3,015

125,032

07/02/12

Stk.Options #1

32,809

41.47

250,005

07/02/12

Stk.Options #2

16,405

41.47

125,006

2012

MCIP

104,325

417,300

834,600

Peter H. Coors (1)

05/30/12

Dir. RSUs

2,566

100,023

2012

MCIP

255,000

1,020,000

2,040,000

Samuel Walker

03/01/12

RSUs

3,431

150,003

03/12/12

RSUs

7,013

300,016

03/12/12

Perf. Units

28,572

34,844

69,688

500,011

03/12/12

Stk.Options

24,361

42.78

200,004

2012

MCIP

92,640

370,559

741,118

2012

SICP

370,559

Mark Hunter

03/12/120

RSUs

7,013

300,016

7/02/12

03/12/12

RSUs

7,235

300,035

03/12/12

Perf. Units

28,572

34,844

69,688

500,011

2012

Stk.Options

24,361

42.78

200,004

2012

MCIP

80,620

322,481

644,962

SICP

322,481

Key Terms

~~(1) Mr. Coors received a restricted stock unit award for his services as Vice Chairman of the Board of Directors as described in the Director Compensation section beginning on page 16.~~

Estimated Future Payouts under Non-Equity Incentive Plan ~~Award~~

Awards

The amounts represent ~~the~~a range of possible awards made under the 2015 annual MCIP ~~in March 2012~~ to each of the NEOs as described in the section beginning on page 3761 entitled "Short-Term Incentives in 2015" of the CD&A. ~~Given that the performance threshold was not achieved under the SICP, no payments were made under that plan in 2012.~~ Actual payments under the MCIP awards have already been determined and were paid onto NEOs in March ~~14, 2013 to U.S. NEOs and expected to be paid on or about April 15, 2013 to Mr. Hunter,~~2016, and are included in the ~~Non-Equity~~"Non-Equity Incentive Plan ~~Compensation~~Compensation" column ~~(column (g))~~ of the ~~2012 Summary~~"Summary Compensation ~~Table.~~

Table" section beginning on page 71.

Estimated Future Payouts under Equity Incentive Plan Awards

The awards represent ~~PUs~~PSUs granted in ~~2012~~2015 under the Incentive Plan. The performance period for the ~~Performance Unit awards~~PSUs is ~~December 25, 2011 to December 27, 2014.~~the beginning of the 2015 fiscal year through the end of the 2017 fiscal year. The grant date fair value at target payout is included in the ~~Stock Awards~~"Stock Awards" column ~~(column (e))~~ of the ~~2012 Summary~~"Summary Compensation ~~Table.~~Table" section beginning on page 71. For a discussion of the ~~Performance Unit and SIEP~~PSU awards for ~~2012,~~2015, see the ~~CD&A~~"CD&A" section beginning on page ~~39.~~

4848.

~~Table of Contents~~

All Other Stock Awards; Number of Shares or Stock Units

The awards represent RSUs granted in ~~2012~~2015 under the Incentive Plan for all NEOs. The RSUs granted on March ~~12, 2012 RSUs~~9, 2015 for all NEOs ~~July 2, 2012 RSUs #1 for Mr. Hattersley and March 1, 2012 RSUs for Mr. Walker~~ vest on the third ~~anniversary of the grant date. The July 2, 2012 awards for Messrs. Glendinning and Hunter and the July 2, 2012 RSUs #2 for Mr. Hattersley vest in two equal installments beginning on the first~~ anniversary of the grant date. The grant date fair value is included in the ~~Stock Awards~~"Stock Awards" column ~~(column (e))~~ of the ~~2012 Summary~~"Summary Compensation ~~Table.~~Table". For a discussion of the RSUs granted in ~~2012,~~2015, see the ~~CD&A~~"CD&A" section beginning on page ~~39. For Mr. Coors, the RSUs were awarded as compensation for his services as a director.~~

48.

All Other Option Awards (Stock Options)

The awards represent stock options granted in ~~2012~~2015 to ~~Named Executive Officers~~NEOs under the Incentive Plan. These options have a term of ten years from the grant ~~date. The March 12, 2012 options~~date and ~~the July 2, 2012 options #1 for Mr. Hattersley~~ vest in three equal annual ~~installments beginning on the first anniversary of the grant date. Mr. Hattersley’s July 2, 2012 options #2 vest in two equal~~ installments beginning on the first anniversary of the grant date. For a discussion of the stock options granted in ~~2012,~~2015, see the ~~CD&A~~"CD&A" section beginning on page ~~26.~~

48.

Annual Incentives

The Company maintains the MCIP as a sub-plan under the Incentive Plan. The Compensation Committee may designate one or more criteria from the list outlined in the Incentive Plan. Target annual incentives are established for each participant. NoUnder the 2015 design, no payments can be made under the Incentive Plan ifunless a minimum level of performance is ~~not achieved.~~

~~Long Term~~achieved, and no payments can exceed 200% of the target amount.

Long-Term Incentives

Stock Options

The Company has outstanding options under the Incentive ~~Plan, Adolph Coors Company Equity~~Plan. The Incentive Plan ~~(1990 Plan) and the Molson Inc. 1988 Canadian Stock Option Plan (Molson Plan). The plans provide~~provides that the exercise price must be at least equal to 100% of the fair market value of the underlying shares on the date of grant.

~~All grants under the 1990 Plan and the Molson Plan are vested.~~

Under the Incentive Plan, vesting accelerates in connection with a change in control and for retirement eligible employees who ~~terminate.~~terminate for certain events. In all other cases, unvested stock options are forfeited.

~~Restricted Stock Units (RSUs)~~

RSUs

The Company has outstanding RSUs under the Incentive Plan. The Company may impose such conditions or restrictions on any shares of RSUs granted pursuant to the Incentive Plan as it may deem



		\| 2016 Proxy Statement \| 77

Executive Compensation

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Return to Key Terms

advisable including, without limitation, ~~a requirement that participants pay a stipulated purchase price for each RSU,~~ restrictions based upon the achievement of specific performance goals, time based restrictions on vesting following the attainment of the performance goals, time based restrictions, or restrictions under applicable laws or under the requirements of any stock exchange or market upon which such shares are listed or traded, or holding requirements or sale restrictions placed on the shares by the Company upon vesting of such ~~restricted stock or~~ RSUs.

A participant has no voting rights with respect to any RSUs granted. The Company may provide for dividend equivalents to be credited with respect to any RSUs granted, but has not done so.

In the event of death or disability, or for retirement eligible employees who terminate, RSU vesting is accelerated on a pro-rata basis. In the event of a change in control, all RSUs vest.

~~Performance Units (PUs)~~

PSUs

The Company has outstanding ~~PUs~~PSUs under the Incentive Plan. In connection with the grant of ~~PUs or performance shares,~~PSUs, the Compensation Committee will set performance goals in its discretion which, depending on the extent to which such goals are met, will determine the ~~value or number of PUs~~amount paid to the participant.

The form and timing of payment of earned ~~PUs~~PSUs and performance shares shall be determined by the Compensation Committee. The Compensation Committee, in its sole discretion, may pay earned ~~PUs~~PSUs in the form of cash or in shares (or in a combination thereof) equal to the value of the earned ~~PUs~~PSUs at the close of the performance period. Any shares may be granted subject to restrictions deemed appropriate by the Compensation Committee.

~~Table of Contents~~

In the event of death or disability, or for retirement eligible employees who terminate, ~~PUs~~PSUs vesting is accelerated on a pro-rata basis based on final performance at the end of the vesting period. In the event of a change in control, PSUs vest and are paid at 120% of ~~PUs vest on a pro-rata basis.~~

~~Outstanding Equity Awards at Fiscal Year-End~~target.

[The remainder of this page intentionally left blank.]

| 2016 Proxy Statement | 78

Executive Compensation

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Table of Contents

Return to Key Terms

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth the outstanding equity awards held by the NEOs at the fiscal year ended December ~~29, 2012.~~31, 2015. The year-end values set forth in the table are based on the ~~$42.71~~$93.92 closing price for ~~our~~the Class B common stock on December ~~28, 2012,~~31, 2015, the last trading day of the fiscal year.

Option Awards

Stock Awards

Name

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable

Option
Exercise
Price
($)

Option
Expiration
Date

Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#)

Market
Value of
Shares of
Stock or
Units that
have not
vested ($)

Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units, or
Other Rights
that have not
vested (#)

Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights that
have not
vested ($)

(a)

(b)

(c)

(e)

(f)

(g)

(h)

(i)

(j)

Peter

—

—

—

—

17,854

$
762,544

—

—

Swinburn

—

—

—

—

18,084

$
772,368

—

—

—

—

—

—

28,051

$
1,198,058

—

—

—

—

—

—

—

—

129,304

$
1,540,011

—

—

—

—

—

—

118,431

$
1,600,003

—

—

—

—

—

—

139,373

$
2,000,003

50,000

—

$
37.18

03/15/15

—

—

—

—

30,000

—

$
31.57

05/02/15

—

—

—

—

46,000

—

$
34.57

03/16/16

—

—

—

—

47,602

—

$
45.79

05/18/17

—

—

—

—

23,416

—

$
57.76

05/15/18

—

—

—

—

20,000

—

$
55.23

07/01/18

—

—

—

—

135,659

—

$
42.02

05/14/19

—

—

—

—

94,190

47,095

$
43.13

03/15/20

—

—

—

—

55,211

110,421

$
44.24

03/04/21

—

—

—

—

—

97,443

$
42.78

03/12/22

—

—

—

—

Stewart

—

—

—

—

5,472

$
233,709

—

—

Glendinning

—

—

—

—

4,973

$
212,397

—

—

—

—

—

—

7,013

$
299,525

—

—

—

—

—

—

7,235

$
309,007

—

—

—

—

—

—

—

—

39,631

$
472,005

—

—

—

—

—

—

32,569

$
440,007

—

—

—

—

—

—

34,844

$
500,011

20,000

—

$
30.80

07/01/15

—

—

—

—

9,500

—

$
34.57

03/16/16

—

—

—

—

10,794

—

$
45.79

05/18/17

—

—

—

—

10,166

—

$
57.76

05/15/18

—

—

—

—

44,574

—

$
42.02

05/14/19

—

—

—

—

28,869

14,434

$
43.13

03/15/20

—

—

—

—

15,183

30,366

$
44.24

03/04/21

—

—

—

—

—

24,361

$
42.78

03/12/22

—

—

—

—

Gavin

—

—

—

—

3,015

$
128,771

—

—

Hattersley

—

—

—

—

6,029

$
257,499

—

—

—

16,045

$
41.47

07/02/22

—

—

—

—

—

32,809

$
41.47

07/02/22

—

—

—

—



OPTION AWARDS				STOCK AWARDS
Name						Equity Incentive	Equity Incentive Plan Awards:
Number of Securities Underlying Unexercised Options (#) Exercisable (a)	Number of Securities Underlying Unexercised Options (#) Unexercisable (b)	Option Exercise Price ($) (c)	Option Expiration Date (d)	Number of Shares or Units That Have Not Vested (#) (e)	Market Value of Shares or Units That Have Not Vested ($) (f)	Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) (g)	Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (h)
Mark R. Hunter
—	—	—	—	6,635	623,159	—	—
—	—	—	—	5,152	483,876	—	—
—	—	—	—	14,036	1,318,261	—	—
—	—	—	—	—	—	11,058	1,038,567
—	—	—	—	—	—	8,586	806,397
—	—	—	—	—	—	23,393	2,197,071
10,794	—	45.79	05/18/17	—	—	—	—
24,531	—	57.76	05/15/18	—	—	—	—
11,287	—	42.02	05/14/19	—	—	—	—
10,587	—	43.13	03/15/20	—	—	—	—
20,301	—	42.78	03/12/22	—	—	—	—
15,892	7,946	45.22	03/04/23	—	—	—	—
5,217	10,433	58.24	03/07/24	—	—	—	—
—	50,072	74.81	03/09/25	—	—	—	—
David A. Heede
—	—	—	—	2,655	249,358	—	—
—	—	—	—	2,190	205,685	—	—
—	—	—	—	1,638	153,841	—	—
—	—	—	—	—	—	2,655	249,358
—	—	—	—	—	—	2,190	205,685
—	—	—	—	—	—	1,638	153,841
1,374	—	45.79	05/18/17	—	—	—	—
7,624	—	57.76	05/15/18	—	—	—	—
Gavin D. Hattersley
—	—	—	—	6,635	623,159	—	—
—	—	—	—	5,667	532,245	—	—
—	—	—	—	6,016	565,023	—	—
—	—	—	—	—	—	11,058	1,038,567
—	—	—	—	—	—	9,444	886,980
—	—	—	—	—	—	10,026	941,642
15,892	7,946	45.22	03/04/23	—	—	—	—
5,739	11,476	58.24	03/07/24	—	—	—	—
—	21,460	74.81	03/09/25	—	—	—	—



		\| 2016 Proxy Statement \| 79

Executive Compensation

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Return to

Option Awards

Stock Awards

Name

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable

Option
Exercise
Price
($)

Option
Expiration
Date

Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#)

Market
Value of
Shares of
Stock or
Units that
have not
vested ($)

Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units, or
Other Rights
that have not
vested (#)

Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights that
have not
vested ($)

Peter H.

—

—

—

—

9,275

$
396,135

—

—

Coors

—

—

—

—

2,178

$
93,022

—

—

—

—

—

—

2,566

$
109,594

—

—

—

—

—

—

—

—

67,171

$
800,007

250,000

—

$
32.66

02/12/14

—

—

—

—

250,000

—

$
37.18

05/12/15

—

—

—

—

90,000

—

$
32.67

05/18/16

—

—

—

—

100,728

—

$
45.79

05/18/17

—

—

—

—

77,520

—

$
57.76

05/15/18

—

—

—

—

77,520

—

$
42.02

05/14/19

—

—

—

—

48,930

24,465

$
43.13

03/15/20

—

—

—

—

Samuel

—

—

—

—

4,638

$
198,089

—

—

Walker

—

—

—

—

4,521

$
193,092

—

—

—

—

—

—

3,421

$
146,111

—

—

—

—

—

—

7,013

$
299,525

—

—

—

—

—

—

—

—

33,586

$
400,009

—

—

—

—

—

—

29,608

$
400,004

—

—

—

—

—

—

34,844

$
500,011

20,000

—

$
32.66

02/12/14

—

—

—

—

20,000

—

$
37.18

03/15/15

—

—

—

—

23,791

—

$
31.57

05/02/15

—

—

—

—

50,000

—

$
34.57

03/16/16

—

—

—

—

42,314

—

$
45.79

05/18/17

—

—

—

—

26,762

—

$
57.76

05/15/18

—

—

—

—

38,760

—

$
42.02

05/14/19

—

—

—

—

24,265

12,233

$
43.13

03/15/20

—

—

—

—

13,803

27,605

$
44.24

03/04/21

—

—

—

—

—

24,361

$
42.78

03/12/22

—

—

—

—

Mark

—

—

—

—

5,203

$
222,220

—

—

Hunter

—

—

—

—

4,973

$
212,397

—

—

—

—

—

—

7,013

$
299,525

—

—

—

—

—

—

7,235

$
309,007

—

—

—

—

—

—

—

—

37,683

$
448,805

—

—

—

—

—

—

32,569

$
440,007

—

—

—

—

—

—

34,844

$
500,011

6,000

—

$
32.66

02/12/14

—

—

—

—

16,000

—

$
37.18

03/15/15

—

—

—

—

10,000

—

$
29.49

06/01/15

—

—

—

—

13,600

—

$
34.57

03/16/16

—

—

—

—

10,794

—

$
45.79

05/18/17

—

—

—

—

24,351

—

$
57.76

05/15/18

—

—

—

—

44,574

—

$
42.02

05/14/19

—

—

—

—

27,450

13,725

$
43.13

03/15/20

—

—

—

—

15,183

30,366

$
44.24

03/04/21

—

—

—

—

—

24,361

$
42.78

03/12/22

—

—

—

—

51Key Terms



OPTION AWARDS				STOCK AWARDS
Name						Equity Incentive	Equity Incentive Plan Awards:
Number of Securities Underlying Unexercised Options (#) Exercisable (a)	Number of Securities Underlying Unexercised Options (#) Unexercisable (b)	Option Exercise Price ($) (c)	Option Expiration Date (d)	Number of Shares or Units Number That Have Not Vested (#) (e)	Market Value of Shares or Units That Have Not Vested ($) (f)	Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) (g)	Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (h)
Peter H. Coors
—	—	—	—	1,959	183,989	—	—
—	—	—	—	1,905	178,918	—	—
—	—	—	—	1,670	156,846	—	—
100,728	—	45.79	05/18/17	—	—	—	—
77,520	—	57.76	05/15/18	—	—	—	—
77,520	—	42.02	05/14/19	—	—	—	—
73,395	—	43.13	03/15/20	—	—	—	—
Samuel D. Walker
—	—	—	—	6,635	623,159	—	—
—	—	—	—	2,891	271,523	—	—
—	—	—	—	5,152	483,876	—	—
—	—	—	—	4,011	376,713	—	—
—	—	—	—	—	—	11,058	1,038,567
—	—	—	—	—	—	8,586	806,397
—	—	—	—	—	—	6,684	627,761
18,760	—	42.02	05/14/19	—	—	—	—
16,698	—	43.13	03/15/20	—	—	—	—
41,408	—	44.24	03/04/21	—	—	—	—
24,361	—	42.78	03/12/22	—	—	—	—
15,892	7,946	45.22	03/04/23	—	—	—	—
5,217	10,433	58.24	03/07/24	—	—	—	—
—	14,307	74.81	03/09/25	—	—	—	—
Stewart F. Glendinning
—	—	—	—	7,497	704,118	—	—
—	—	—	—	4,636	435,413	—	—
—	—	—	—	28,000	2,629,760	—	—
—	—	—	—	4,011	376,713	—	—
—	—	—	—	—	—	12,495	1,173,530
—	—	—	—	—	—	7,727	725,720
—	—	—	—	—	—	6,684	627,761
10,166	—	57.76	05/15/18	—	—	—	—
44,574	—	42.02	05/14/19	—	—	—	—
43,303	—	43.13	03/15/20	—	—	—	—
45,549	—	44.24	03/04/21	—	—	—	—
24,361	—	42.78	03/12/22	—	—	—	—
17,958	8,979	45.22	03/04/23	—	—	—	—
4,695	9,390	58.24	03/07/24	—	—	—	—
—	14,307	74.81	03/09/25	—	—	—	—


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


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


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



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~~(b)This column includes SOSARs and stock options that have vested and have not been exercised. Stock options and SOSARs generally vest in equal annual installments over a 3 year period, subject~~Return to Key Terms


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


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


(f)	Market value of RSUs that have not vested is calculated by multiplying the number of unvested RSUs by the closing market price of $93.92 for Class B common stock on December 31, 2015.


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


(h)	The value of PSUs is calculated by multiplying the number of unvested PSUs by the closing market price of $93.92 for Class B common stock on December 31, 2015. The final payout may be more or less depending on final performance.


1	Mr. Coors received Option Awards in 2007 through 2010 as employee compensation for his service as the Chairman of Coors Brewing Company and Chairman of the Board of Directors of MillerCoors as described in the "Summary Compensation Table" on page 71. Mr. Coors was awarded Stock Awards for his services as director as described in the "Director Compensation" section beginning on page 38.

The "Equity Incentive Plan Awards: Number of vesting in the event of a change in control or certain termination events. See the Grants of Plan Based Awards for 2012 table for additional information regarding special vesting terms for certain 2012 awards to Mr. Hattersley.

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

~~(d)This~~Securities Underlying Unexercised Unearned Options" column does not appear in the table above as it is reserved for performance based stock options which the Company does not award.

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

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

~~(g)~~This column includes unvested RSUs which generally vest on the third anniversary of the date of grant, based on continuing employment, subject to acceleration in the event of a change in control or certain termination events. See the Grants of Plan Based Awards for 2012 table for additional information regarding special vesting terms for certain 2012 awards to Messrs. Hattersley, Glendinning, Walker and Hunter. For Mr. Coors, this column includes unvested RSUs which were granted to him under the Incentive Plan for his service as Vice Chairman of the Board of Directors.

~~(h)Market value of RSUs that have not vested is calculated by multiplying the number of unvested RSUs by the closing market price of $42.71 for Class B common stock on December 28, 2012.~~

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

~~(j)~~The value of Performance Units is calculated based on target values as of the date of grant. For the most recent three Performance Unit awards, the target payout is $11.91 for the 2010 award, $13.51 for the 2011 award and $14.35 for the 2012 award, per unit. The final payout may be more or less depending on final performance.

~~Options Exercised and Stock Vested During 2012~~

Option Exercises and Stock Vested

The following table sets forth information for each of the ~~Company’s~~Company's NEOs regarding stock options exercised and stock awards vested during ~~2012.~~

Stock Options

Stock Awards

Name

Number of
Shares
Acquired on
Exercise

Value
Realized on
Exercise
($)(1)

Number of Shares
Acquired on
Vesting (#)(2)

Value
Realized
On Vesting
($)(1)

Peter Swinburn

—

—

16,659

681,853

36,816

1,521,237

Gavin Hattersley

—

—

—

—

Stewart Glendinning

—

—

5,474

224,051

12,097

499,848

Peter H. Coors

250,000

4,005,000

9,520

389,654

50,000

890,770

21,038

869,290

50,000

1,009,015

50,000

928,860

50,000

936,500

50,000

846,345

Samuel Walker

20,000

174,784

4,760

194,827

10,519

434,645

52fiscal year 2015.



	OPTION AWARDS		STOCK AWARDS
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise¹ ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting¹ ($)
Mark R. Hunter	—	—	7,013	530,674
	—	—	1,240	93,831
David A. Heede	6,800	244,608	—	—
	1,450	57,665	—	—
	9,497	306,302	—	—
	8,991	279,894	—	—
	9,131	275,454	—	—
	—	—	2,659	201,207
	—	—	282	21,339
Gavin D. Hattersley	49,214	2,492,758
	—	—	6,029	422,392
Peter H. Coors²	30,000	1,300,260	—	—
	30,000	1,226,223	—	—
	30,000	1,131,204	—	—
	—	—	2,566	188,293
Samuel D. Walker	—	—	3,431	260,379
	—	—	7,013	530,674
	—	—	1,240	93,831
Stewart F. Glendinning	9,500	514,120	—	—
	10,794	477,203	—	—
	—	—	7,013	530,674
	—	—	1,240	93,831


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


2	The Option Awards exercised in 2015 for Mr. Coors are described in the "Summary Compensation Table" on page 71. The Stock Awards vested in 2015 were for his services as director as described in the "Director Compensation" section beginning on page 38.



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Key Terms

Pension Benefits

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

~~(2)RSU and Performance Unit awards vested on May 14, 2012.~~

~~2012 Pension Benefits~~

The following table sets forth the present value of accumulated benefits payable to each of the NEOs under the ~~tax qualified~~tax-qualified and non-qualified retirement plans including their years of service, ~~(if applicable).~~if applicable. Such amounts are determined using assumptions stated in Note ~~17 “Employee~~16 "Employee Retirement Plans and Postretirement ~~Benefits”~~Benefits" to the ~~Company’s Form 10-K.~~

Name

Plan Name

Number of
Years Credited
Service (#)

Present Value of
Accumulated
Benefits ($)

Payments
During Last
Fiscal Year ($)

Peter S. Swinburn (U.K.)

Qualified Plan

33

9,731,262

384,579

Gavin Hattersley

—

—

—

—

Stewart Glendinning (U.K.)

Qualified Plan

3

548,196

—

Peter H. Coors

—

—

—

—

Samuel Walker

—

—

—

—

Mark Hunter (U.K.)

Qualified Plan

19

5,102,116

—

Company's Annual Report.

Name Plan Name
Number of
Years Credited
Service (#)

Present Value of
Accumulated
Benefits ($)

Payments
During Last
Fiscal Year ($)
Mark R. Hunter U.K. Pension Plan
19
6,085,272
—
David A. Heede U.K. Pension Plan
24
4,318,388
—
Gavin D. Hattersley —
—
—
—
Peter H. Coors —
—
—
—
Samuel D. Walker —
—
—
—
Stewart F. Glendinning U.K. Pension Plan
3
662,491
—

U.S. Pension

The Company froze its U.S. qualified defined benefit pension plan in 2008 and the assets and liabilities of the plan were transferred to MillerCoors. During 2009, the Company converted its ~~supplemental executive retirement plan (SERP)~~SERP and excess benefit plan into the Supplemental Thrift Plan. The Supplemental Thrift Plan is described in the following section ~~2012 Nonqualified~~"Nonqualified Deferred ~~Compensation.~~

Compensation".

U.K. Pension

Effective April 1, 2009, the Company froze its U.K. defined benefit plan for all employees. For ~~Mr. Swinburn,~~Messrs. Hunter, Heede and Glendinning, the rate of accrual was 1/30th45th per year of ~~service based on plan provisions in place at the time he joined the plan.~~service. Final pensionable pay is defined as a one-year average of basic pay. The benefit is earned on a ~~“straight~~"straight line ~~approach” and capped at a maximum of 20 years’ service.~~approach." Normal retirement age for executive participants is age 60. ~~However, Mr. Swinburn chose to draw his benefits from age 55 without reduction for early payment under an enhanced early retirement facility. For~~ Messrs. ~~Glendinning~~Hunter, Heede and ~~Hunter, the same general provisions apply with a rate of accrual of 1/45~~th ~~per year of service. Mr.~~ Glendinning ~~ceased accruing additional benefits as of his transfer to the U.S. in 2008 and Mr. Hunter~~ ceased accruing additional benefits once the plan was frozen.

The qualified balances for ~~Messrs Swinburn,~~Messrs. Hunter, Heede and Glendinning ~~and Hunter~~ are displayed in the table above. The present value of accumulated benefits for the U.K. qualified pension plan is shown (through December 31, ~~2012)~~2015) using an assumed retirement age of 60, ~~(age 55 for Mr. Swinburn),~~ a discount rate of ~~4.30%~~3.80%, a price inflation rate of ~~2.95%~~3.10%, and pension increases which are assumed to be ~~2.85%~~3.00% for pre-April 2006 contributions and ~~2.30%~~2.45% for post-April 2006 contributions. ~~The average annual~~A GBP to USD exchange rate ~~for 2012~~ of ~~1.6153 U.S. dollars to~~1.4736 as of the ~~British Pound~~Company's fiscal year ended December 31, 2015 was used to ~~complete~~convert the ~~currency conversion.~~

pension values, which were £4,129,528 for Mr. Hunter, £2,930,502 for Mr. Heede and £449,573 for Mr. Glendinning.



		\| 2016 Proxy Statement \| 82

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Key Terms

Non-Qualified Deferred Compensation

~~2012 Nonqualified Deferred Compensation~~

The following table sets forth information for each of the ~~named executive officers~~NEOs regarding aggregate executive and Company contributions and aggregate earnings (on the entire account balance) accrued during ~~2012,~~2015, as well as year-end account balances under the ~~Deferred Compensation Plans.~~

Executive
Contributions
in
Last Fiscal
Year

Company
Contributions
in
Last Fiscal
Year

Aggregate
Earnings in
Last Fiscal
Year

Aggregate
Withdrawals/
Distributions

Aggregate
Balance at
Last Fiscal
Year-End

Name

Plan

(a) ($)

(b) ($)

(c) ($)

(d) ($)

(e) ($)

Peter Swinburn

Supplemental Thrift

—

187,687

91,447

—

800,179

Gavin Hattersley

Supplemental Thrift

—

—

—

—

—

Stewart Glendinning

Supplemental Thrift

—

57,849

28,169

—

277,560

Peter H. Coors

Supplemental Thrift

—

118,260

45,514

—

544,546

Indiv. Def. Comp. Plan

—

—

337,459

—

8,773,939

Deferred RSUs

—

—

36,000

—

3,416,800

Samuel Walker

Supplemental Thrift

—

66,233

49,703

—

419,340

Mark Hunter

Individual EFRBS

—

150,060

(45
)
—

355,019

deferred compensation plans.

~~(b) Company contributions to the Supplemental Thrift Plan are reflected in the Summary Compensation Table.~~

Name Plan
Executive
Contributions
in Last Fiscal
Year-End ($)
Company
Contributions
in Last Fiscal
Year-End¹ ($)
Aggregate
Earnings in
Last Fiscal
Year-End² ($)
Aggregate
Withdrawals/
Distributions ($)
Aggregate
Balance at
Last Fiscal
Year-End ($)
Mark R. Hunter Individual EFRBS —
152,384
17,589
—
1,014,113
David A. Heede Individual EFRBS —
92,046
8,856
—
613,151
Gavin D. Hattersley Supplemental Thrift Plan —
84,925
(1,774 ) —
195,702
Peter H. Coors Supplemental Thrift Plan —
134,811
(58,905 ) —
904,745
IDCP —
—
379,596
—
9,869,488
Deferred RSUs —
—
1,683,200
—
7,513,600
Samuel D. Walker Supplemental Thrift Plan —
99,924
12,733
—
838,377
Stewart F. Glendinning DC SERP and Unregistered DC Plan —
48,504
6,623
—
509,985


1	Company Contributions in the Last Fiscal Year to the Thrift Plans, EFRBS and DC SERP are reflected in the "Summary Compensation Table" in the "All Other Compensation" column.


2	Aggregate Earnings in the Last Fiscal Year are reflected in the "Summary Compensation Table" in the "Change in Pension Value of Non-Qualified Deferred Compensation Earnings" column.

The Supplemental Thrift Plan for USU.S. Participants

The Supplemental Thrift Plan makes employees whole when Section 401(k) of the ~~Internal Revenue Service~~ Code ~~401(K)~~ limits the Company contributions that otherwise would be credited to them under the Thrift Plan. In ~~2012~~2015, Company contributions ~~can~~to the Thrift Plan could only be made on income ~~allowable~~ up to ~~$250,000.~~$265,000. The Company makes up for amounts that cannot be credited under the Thrift Plan by crediting the employee with the Company contributions in the Supplemental Thrift Plan. Participants are immediately vested in their Supplemental Thrift Plan benefit. Employees are not permitted to make contributions to the Supplemental Thrift Plan and may not withdraw funds until they separate from the Company. Upon separation from the Company, plan balances are paid in a lump sum cash payment.

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Additional Deferred Compensation Plans

Messrs. Hunter and Heede's individual EFRBS is a defined contribution individual EFRBS and is designed to address the GBP 1,250,000 limit on pension account balances under U.K. tax law. The Company makes up for amounts that cannot be credited in a tax favorable way under the Company's tax approved U.K. Pension Plan through notional contributions to the individual EFRBS. Messrs. Hunter and Heede may not make contributions to the plan, are fully vested in this plan, and will receive benefits in the form of a lump sum payment upon retirement from the Company, as defined under each individual EFRBS agreement. The EFRBS is an unfunded arrangement whereby earnings mirror those of the Company's tax approved U.K. pension arrangement. Messrs. Hunter and Heede are free to direct the notional investment of the notional fund in-line with the options available under the Company's tax approved U.K. pension arrangement. The benefit, when paid, will be subject to U.K. Income Tax and may be subject to U.K. National Insurance Contributions.

Mr. ~~Coors’ Individual Deferred Compensation Plan (IDCP)~~Coors' IDCP is an agreement entered into between Mr. Coors and the Company in 2009 to replace his previous ~~nonqualified~~non-qualified Molson Coors Brewing Company Excess Benefit Plan and Salary Continuation Plan. The IDCP is an unfunded, non-qualified deferred compensation plan, which had an initial notional balance of $7,500,000 as of January 1, 2009, and which accumulates interest at a rate of 4% per annum (as represented by the ~~Aggregate~~"Aggregate Earnings in Last Fiscal ~~Year column for 2012)~~Year" column). Upon separation from the Company, the plan balance is paid in a lump sum cash payment.

Mr. Coors’ ~~Deferred~~deferred RSUs were awarded to him under the Incentive Plan in 2005 and vested 20% ratably over the ensuing 5 years. Upon vesting, the shares, and any earned dividends, are deferred until Mr. Coors separates from the Company. The ~~Aggregate~~"Aggregate Earnings in the Last Fiscal ~~Year~~Year" column represents the increase in value of deferred dividend payments plus the number of deferred shares times the change in Company stock price from December 23, ~~2010~~2014 ($~~50.93)~~74.52) to December ~~28, 2012~~31, 2015 ($~~42.71)~~93.92). The ~~Aggregate~~"Aggregate Balance at Last Fiscal ~~Year-End~~Year-End" column represents the number of deferred shares times the value of our Class B common stock as of December ~~28, 2012.~~

31, 2015.

Mr. ~~Hunter’s “Individual EFRBS” is a~~Glendinning's DC SERP and unregistered defined contribution plan (collectively, the retirement plans) compliment his registered defined contribution retirement plan which is provided to all Molson Coors Canada salaried employees. Notional allocations are made each month to an individual ~~Employer Financed Retirement Benefit Scheme. The Individual EFRBS makes~~account maintained by the Company. Mr. Hunter whole given the GBP 1,500,000 limit on pension account balances under U.K. tax law. The Company makes up for amounts that cannot be credited in a tax favorable way under the Company’s tax approved U.K. Pension plan through notional contributions to the Individual EFRBS. Mr. HunterGlendinning may not make contributions to the plan, he is fully vested in this plan and will receive benefits in the form of a lump sum payment ~~upon retirement~~within 60 days of his separation from the Company, ~~as defined under his individual EFRBS agreement.~~other than separation for cause. The ~~EFRBS~~notional allocation is reduced by any contributions the Company makes to the retirement plans. The DC SERP is an unfunded arrangement whereby earnings mirror those of ~~the Company’s tax approved U.K. pension arrangement.~~ Mr. ~~Hunter is free to direct the notional investment of his notional fund in line with the options available under the Company’s tax approved U.K. pension~~

Glendinning's retirement plans.



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~~arrangement. The benefit is paid in a lump sum payment that will be subject~~

Return to U.K. Income Tax and National Insurance Contributions. Given the earnings for Mr. Hunter’s deferred compensation plan was negative in 2012, no value was included in the Deferred Compensation Earnings column of the Summary Compensation Table.

Key Terms

Of the amounts in the "Aggregate Balance at Last Fiscal Year-End" column ~~(e),~~of the "Non-Qualified Deferred Compensation" table, the following amounts were also included in the ~~Total Compensation~~"Total" column of the ~~Summary~~"Summary Compensation ~~Table~~Table" for ~~2012, 2011~~2015, 2014 and ~~2010:~~

Name

Plan

Reported
for 2012 ($)

Previously
Reported for
2011 ($)

Previously
Reported for
2010 ($)

Total ($)

Peter Swinburn

Supplemental Thrift

279,134

242,286

251,700

773,120

Gavin Hattersley (1)

Supplemental Thrift

—

n/a

n/a

—

Stewart Glendinning

Supplemental Thrift

86,018

85,249

95,532

266,799

Peter H. Coors

Supplemental Thrift

163,774

116,384

124,563

404,721

Indiv. Def. Comp. Plan

337,459

—

—

337,459

Deferred RSUs

36,000

—

—

36,000

Samuel Walker

Supplemental Thrift

115,937

97,436

110,815

324,188

Mark Hunter (2)

Individual EFRBS

150,015

n/a

n/a

n/a

2013:

~~(1)Mr. Hattersley joined the Company in June 2012.~~

~~(2)Mr. Hunter was not an NEO in 2011 or 2010 and values are therefore not provided.~~

Given that the aggregate earnings for the three deferred compensation plans in 2010 and 2011 were negative for Mr. Coors and the other named executive officers, no values were included for Deferred Compensation Earnings in the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” column of the Summary Compensation Table for 2010 and 2011. The amounts shown in the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” column of the Summary Compensation Table for 2010 and 2011 for Messrs. Swinburn, Glendinning and Hunter relate to the increase in pension value under the tax qualified pension plan for our UK entity. The amounts contributed by the Company to the named executive officers’ Thrift Plan and Supplemental Thrift Plan were included in the “All Other Compensation” column of the Summary Compensation Table for 2010, 2011 and 2012.

~~2012 Potential Payments upon Termination or Change in Control~~



Name	Plan	Reported for 2015 ($)	Previously Reported for 2014 ($)	Previously Reported for 2013 ($)	Total ($)
Mark R. Hunter	Individual EFRBS	169,973	190,289	167,858	528,120
David A. Heede¹	Individual EFRBS	100,902	n/a	n/a	100,902
Gavin D. Hattersley	Supplemental Thrift Plan	83,150	63,996	48,555	195,701
Peter H. Coors	Supplemental Thrift Plan	75,906	162,623	134,059	372,588
	IDCP	379,596	364,996	350,958	1,095,550
	Deferred RSUs	1,683,200	1,588,000	1,177,600	4,448,800
Samuel D. Walker	Supplemental Thrift Plan	112,657	124,363	182,017	419,037
Stewart F. Glendinning²	Supplemental Thrift Plan, Unregistered DC Plan, and DC SERP	55,127	83,394	n/a	138,521


1	Mr. Heede was not an NEO in 2014 or 2013 and therefore values are not provided.


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

Potential Payments Upon Termination or Change in Control

The following table reflects the incremental amount of compensation payable to each of the NEOs in the event of various termination scenarios or a change in control of the Company. The amounts shown assume that such termination was effective as of December ~~29, 2012,~~31, 2015, and the value of ~~our~~the Class B common stock was the December ~~28, 2012,~~31, 2015 closing market price of ~~$42.71.~~$93.92. The amounts do not include benefits earned or vested on or before December ~~29, 2012,~~31, 2015, or benefits provided under insurance or regular programs generally available to salaried employees.

Voluntary Separation or Retirement

~~Name~~	~~Severance~~ ~~Payments~~ ~~($)~~	~~Benefits and~~ ~~Perquisites~~ ~~($)~~	~~Acceleration of~~ ~~Vesting of Stock~~ ~~Options ($)~~	~~Acceleration of Vesting of~~ ~~Restricted Stock/Performance~~ ~~Units ($)~~	~~Pension~~ ~~Enhancements ($)~~
~~Peter Swinburn~~	—	—	—	~~4,473,223~~	—
~~Gavin Hattersley~~	—	—	—	—	—
~~Stewart Glendinning~~	—	—	—	—	—
~~Peter H. Coors~~	—	—	—	~~1,322,751~~	—
~~Samuel Walker~~	—	—	—	—	—
~~Mark Hunter~~	—	—	—	—	—

~~Messrs. Swinburn and Coors are~~



Name	Severance Payments ($)	Benefits and Perquisites ($)	Acceleration of Vesting of Stock Options ($)	Acceleration of Vesting of RSUs/PSUs ($)	Pension Enhancements ($)
Mark R. Hunter	—	—	—	—	—
David A. Heede	—	—	—	—	—
Gavin D. Hattersley	—	—	—	—	—
Peter H. Coors	—	—	—	—	—
Samuel D. Walker	—	—	1,032,626	2,802,948	—
Stewart F. Glendinning	—	—	—	—	—

Mr. Walker is retirement eligible for purposes of the Incentive Plan and ~~are~~ entitled to accelerated vesting of all of ~~their~~his stock options and a pro-rata portion of ~~their Performance Units~~his PSUs and RSUs. The amounts in the table reflect ~~the~~the: (i) intrinsic value of the acceleration of vesting of stock options (the difference between the exercise price and ~~$42.71,~~$93.92, the closing price of the Class B common stock on December ~~28, 2012)~~31, 2015); and (ii) the ~~pro-rata~~ value of ~~Performance Units~~



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Executive Compensation

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Return to Key Terms

the applicable vesting PSUs and RSUs are calculated using the closing price of the Class B common stock on December ~~28, 2012 ($42.71). Performance Units~~31, 2015 was $93.92. PSUs are still subject to the Company meeting the applicable performance requirements. The table assumes performance at target. Messrs. Hunter, Heede and Glendinning are not retirement eligible and would receive no additional payments. Mr. Coors does not receive equity grants from the Company as part of his employment, however he does receive equity grants as part of his director compensation, as described in further detail in the "Director Compensation" section beginning on page 38.

Involuntary Termination Without Cause



Name	Severance Payments ($)	Benefits and Perquisites ($)	Acceleration of Vesting of Stock Options ($)	Acceleration of Vesting of RSUs/PUs/PSUs ($)	Pension Enhancements ($)
Mark R. Hunter	1,000,000	14,819	—	—	—
David A. Heede	332,297	7,769	—	—	—
Gavin D. Hattersley¹	—	—	—	—	—
Peter H. Coors	5,210,160	637,500	—	—	—
Samuel D. Walker	530,000	—	—	—	—
Stewart F. Glendinning	427,004	65,052	—	—	—


1	Mr. Hattersley became the Chief Executive Officer of MillerCoors on September 8, 2015 and therefore at December 31, 2015 was no longer eligible for these benefits.

The amounts for Messrs. Hunter, Heede, Coors and Glendinning are pursuant to the terms of their respective employment agreements. For Mr. Walker, the amounts reflect the terms of the Company's Severance Pay Plan.

Termination for Cause

No amounts are paid if the NEO is terminated for cause.

Disability/Death



Name	Severance Payments ($)	Benefits and Perquisites ($)	Acceleration of Vesting of Stock Options ($)	Acceleration of Vesting of RSUs/PSUs ($)	Pension Enhancements ($)
Mark R. Hunter	—	—	—	3,334,536	—
David A. Heede	—	—	—	807,994	—
Gavin D. Hattersley	—	—	—	2,593,789	—
Peter H. Coors	—	—	—	—	—
Samuel D. Walker	—	—	—	2,802,948	—
Stewart F. Glendinning	—	—	—	4,241,333	—

The amounts in the table reflect the pro-rata value of RSUs and PSUs. PSUs are still subject to the Company meeting the applicable performance requirement. The table assumes performance at target. ~~Messrs.~~Mr. Coors does not receive equity grants from the Company as part of his employment, however he does receive equity grants as part of his director compensation as described in the "Director Compensation" section beginning on page 38.

As previously mentioned, Mr. Hattersley ~~Glendinning, Walker~~became Chief Executive Officer of MillerCoors on September 8, 2015, and ~~Hunter are not retirement~~was therefore no longer eligible ~~and would receive no additional payments.~~

for these benefits as of December 31, 2015, however given he



		\| 2016 Proxy Statement \| 86

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~~Involuntary Termination Without Cause~~

Name

Severance
Payments
($)

Benefits
and
Perquisites
($)

Acceleration of
Vesting of
Stock Options
($)

Acceleration of Vesting
of Restricted
Stock/Performance Units
($)

Pension
Enhancements ($)

Peter Swinburn

2,150,000

68,947

—

—

—

Gavin Hattersley

500,000

—

—

—

—

Stewart Glendinning

559,728

27,375

—

—

—

Peter H. Coors

5,610,000

637,500

—

76,008

—

Samuel Walker

500,000

—

—

—

—

Mark Hunter

537,469

22,296

—

—

—

~~The amounts for Messrs. Swinburn, Coors, Glendinning and Hunter are pursuant~~Return to the terms of their respective employment agreements. Under his employment agreement, all of Mr. Coors equity would accelerate in the event of involuntary termination. He would also receive the same payment under termination for good reason. For Messrs. Hattersley and Walker, the amounts reflect the terms of the Company’s severance plan. Mr. Swinburn Key Terms

is ~~retirement eligible for purposes of the Incentive Plan and is entitled to~~now employed by our U.S. Segment, he retains accelerated vesting of all of ~~their~~his stock options and a pro-rata portion of his ~~Performance Units~~PSUs and RSUs. ~~These amounts are set forth~~

Change in the Voluntary Separation or Retirement Table. For Mr. Coors, the amount in the Acceleration of Vesting of Restricted Stock/Performance Units column represents the incremental amount he would receive for the vesting of all Performance Units over the pro-rata amount that he would receive under the Retirement provision of the award and represented in the Retirement Table.

~~Termination for Cause~~

~~No amounts are paid if the NEO is terminated for cause.~~

~~Disability / Death~~

Name

Severance
Payments
($)

Benefits and
Perquisites
($)

Acceleration of
Vesting of
Stock Options
($)

Acceleration of Vesting
of Restricted
Stock/Performance Units
($)

Pension
Enhancements ($)

Peter Swinburn

—

—

—

4,473,223

—

Gavin Hattersley

—

—

—

91,229

—

Stewart Glendinning

—

—

—

1,392,227

—

Peter H. Coors

—

—

—

1,322,751

—

Samuel Walker

—

—

—

1,184,021

—

Mark Hunter

268,734

—

—

1,359,738

—

Control



Name	Severance Payments ($)	Benefits and Perquisites ($)	Acceleration of Vesting of Stock Options ($)	Acceleration of Vesting of RSUs/PUs/PSUs ($)	Pension Enhancements ($)	Excise Tax Gross-ups ($)
Mark R. Hunter	7,050,000	47,228	1,716,096	7,275,738	—	n/a
David A. Heede¹	332,297	7,769	—	1,339,543	—	n/a
Gavin D. Hattersley²	—	—	—	—	—	n/a
Peter H. Coors	—	—	—	—	—	n/a
Samuel D. Walker	3,373,382	54,828	1,032,626	4,722,542	—	n/a
Stewart F. Glendinning	2,241,772	51,223	1,045,719	7,178,418	—	n/a


1	Mr. Heede is not eligible for benefits under the CIC Program. Per the Company's Severance Pay Plan for senior level executives, he would receive continuation of pay equal to 12 months' of salary including insured benefits and perquisites through the severance period.


2	Mr. Hattersley became the Chief Executive Officer of MillerCoors on September 8, 2015 and therefore was no longer eligible for these benefits as of December 31, 2015.

The amounts in the table reflect the pro-rata value of Performance Units and RSUs. Performance Units are still subject to the Company meeting the applicable performance requirement. The table assumes performance at target.

~~Table of Contents~~

~~Change in Control~~

Name

Severance
Payments
($)

Benefits and
Perquisites
($)

Acceleration
of Vesting of
Stock Options
($)

Acceleration of
Vesting of Restricted
Stock/Performance
Units ($)

Pension
Enhancements
($)

Excise
Tax
Gross-
ups ($)

Peter Swinburn

5,643,750

41,910

—

6,270,449

—

4,660,066

Gavin Hattersley

2,921,100

49,717

—

386,269

—

n/a

Stewart Glendinning

2,686,694

49,712

—

2,065,634

—

1,985,784

Peter H. Coors

—

—

—

1,493,816

—

n/a

Samuel Walker

2,964,470

49,352

—

1,738,002

—

—

Mark Hunter

2,579,850

25,000

—

2,028,180

—

n/a

~~The amounts in the table~~above, under Severance Payments and Benefits and Perquisites, reflect the payments under the CIC Program. Mr. Coors does not participate in the CIC Program and would not receive any additional compensation beyond the equity compensation due to accelerating vesting, which is guaranteed per the terms of his Incentive Awards. The amounts in the table ~~also~~ reflect ~~the~~the: (i) intrinsic value of the acceleration of vesting of stock options (the difference between the exercise price and ~~$42.71,~~$93.92, the closing price of the Class B common stock on December ~~28, 2012~~31, 2015); and (ii) the value of ~~Performance Units~~PSUs and RSUs using $93.92 the closing price of the Class B common stock on December ~~28, 2012 ($42.71).~~31, 2015. The value of the ~~Performance Units~~PSUs is calculated assuming ~~pro-rata vesting and~~ performance at 120% of target. ~~Mr. Hattersley would not be eligible for an excise tax gross-up as the Company has ceased providing this benefit to new executives.~~

Change in Control Program

The ~~Change in Control (CIC)~~CIC Program provides benefits to participants in the event that their employment is terminated within a specified period following a change in control of the Company. In the event of termination due to a change in control the benefits for participants under the CIC Program ~~the benefits for participants~~ are:

A lump sum payment of the sum of salary and target annual bonus times the applicable multiplier (3x for the ~~NEOs, other than Mr. Coors)~~NEOs);

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

For executives participating in a U.S. health plan, the ability to continue health coverage under the COBRA, for a period of 18 months, at the same cost sharing level as active ~~employees;~~

·employees. For non-U.S. executives, continued Company provided health coverage for a period of 12 months;

Up to 12 months of outplacement services; ~~and~~

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

For Mr. Walker, in the event that the payment under the CIC Program results in an imposition of an excise tax under Section 4999 of the Code, the Company has agreed to reimburse the executive for the cost of the additional tax, plus any necessary tax gross-up.

essrs. Glendinning and Heede were not subject to IRS regulations as their primary residences in 2015 were in Canada and the U.K., respectively. Mr. Hunter forfeited his right to receive an excise tax gross-up under the Company's CIC Program upon becoming President and CEO on January 1, 2015. Mr. Coors does not participate in the CIC Program.

Under the CIC Program, ~~“cause”~~"cause" will arise in the event of conviction of certain crimes, commission of certain illegal acts or breaches of the code of conduct or willful failure to perform duties. ~~“Good reason”~~ "Good reason"



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Executive Compensation

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Return to Key Terms

for a participant will arise following a change in control if the Company fails to pay the participant as promised, materially reduces or modifies the ~~participant’s~~participant's position, responsibilities or authority or requires relocation outside a 50 mile radius of the ~~participant’s~~participant's location of employment.

For purposes of the CIC Program, a change in control will occur if if:


i.	an individual or group acquires voting stock of the Company sufficient to have more voting power than the Voting Trust established under the Class A Common Stock Voting Trust Agreement, as further described below;


ii.	Molson/Coors family nominees cease to constitute at least 50% of a majority of the Board elected by the voting securities held by the Class A Common Stock Voting Trust; or


iii.	a merger or other business combination occurs, unless following such merger or combination:

(a) the Class A Common Stock Voting Trust continues to hold voting securities entitled to elect a majority of the Board; and

(b) at least 50% of a majority of the Board is Molson/Coors family nominees.

The holders of Class A Common Stock are entitled to one vote for each share held. The Coors Trust, Pentland and 4280661 Canada Inc. (Pentland's subsidiary) are parties to voting trust agreements combining their voting power over the Class A Common Stock and Class A Exchangeable Shares they own, which is referred to as the "Class A Common Stock Voting Trust Agreement". The shares subject to the Class A Common Stock Voting Trust Agreement, ~~there is an unwelcome change~~together with any other shares deposited into the trust, are voted as a block by the trustees in the ~~majority of~~manner described in the ~~Board or a merger or other business combination occurs and the~~Class A Common Stock Voting Trust ~~no longer holds more than 50 percent of the voting power.~~ Agreement.

The CIC Program supersedes change in control provisions in individual employment agreements. As a condition of accepting participation in the CIC Program, eligible employees are required to enter into confidentiality and non-compete agreements in favor of the Company. The non-compete provisions of the CIC Program protect the Company whether or not a change in control occurs. ~~Mr. Coors does not participate in the CIC Program.~~

~~Table of Contents~~

~~MATERIAL TERMS OF EMPLOYMENT AGREEMENTS~~

Material Terms of Employment Agreements and Letters

The Company has employment agreements or letters in place with Messrs. ~~Swinburn,~~Hunter, Heede, Coors ~~Glendinning~~ and ~~Hunter.~~

Glendinning.

Hunter Employment Agreement
Mr. Hunter entered into a new employment agreement upon his appointment as President and CEO of the Company effective January 1, 2015. Pursuant to this agreement, Mr. Hunter will receive: (i) an annual base salary of $1 million; (ii) eligibility to earn an annual bonus targeted at 135% of base salary; (iii) annual long term equity incentive awards targeted at a grant date fair value of $3.5 million (future compensation and targets pertaining to items (i), (ii), and (iii) are subject to review by the Board of Directors on an annual basis); (iv) one-time relocation assistance to move to the Company's Denver, Colorado Principal Executive Office; and (v) continued Company contributions to his U.K. based pension plan for a period of five years in lieu of contributions to the Company's U.S. benefit plan. Mr. Hunter will also be eligible to continue to participate in the Company's benefit plans, including the Severance Pay Plan and CIC Program. The Company will no longer provide the excise tax gross-up benefit to Mr. Hunter under the CIC Program following his appointment as President and CEO to the Company.

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Executive Compensation

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Heede Director's Service Agreement
Mr. Heede's Director's Service Agreement took effect on March 17, 2008. The agreement provides that, in the event of involuntary termination by the Company other than for cause, the Company is required to give Mr. Heede 12 months' notice, or pay and benefits in lieu of notice. This mirrors the Company's Severance Pay Plan for senior level executives.

Coors Employment Agreement

We entered into the current employment agreement with Mr. Coors that took effect on January 1, ~~2009.~~2009, which was amended on December 10, 2013. Mr. Coors receives an annual base salary of $850,000, which has remained unchanged since 2008. Mr. Coors has a target bonus percentage that was set at a minimum of 80% of his annual base salary. Mr. Coors' annual base salary and target bonus percentage is reviewed by the Board of Directors on an annual basis.

The agreement further provides that if Mr. Coors’ employment terminates for good reason or involuntarily without cause, Mr. ~~Coors’~~Coors will receive the sum of (a) the remaining year’s base salary and bonus at target for the year in which the termination occurs; (b) 3 times the sum of Mr. Coors base salary and bonus at target; and (c) 3 times 25% of Mr. Coors annual base salary as compensation for terminated benefits and perquisites. receive:


(a)	the remaining year’s base salary for the year in which the termination occurs;


(b)	an amount equal to the MCIP bonus he would have received for the year in which termination occurs based on actual achievement of the MCIP performance goals;


(c)	an amount equal to three times the sum of Mr. Coors base salary and the average of the MCIP bonus amounts actually paid to Mr. Coors for the last three years; and


(d)	three times 25% of Mr. Coors annual base salary as compensation for terminated benefits and perquisites.

In addition, all unvested equity awards under the Incentive Plan other than performance awards will immediately vest upon involuntary ~~termination.~~

termination, and PSUs granted after January 1, 2014, will vest pro rata based on actual achievement of the performance goals.

In conjunction with entering into the employment agreement, Mr. Coors also entered into a confidentiality and non-competition agreement in favor of the Company that applies during the term of his employment and for 12 months thereafter.

Mr. Coors is also covered by a deferred compensation agreement described in more detail in the narrative to the ~~2012 Nonqualified~~"Non-Qualified Deferred ~~Compensation Table~~Compensation" section starting on page ~~54.~~

~~Swinburn~~83.

Glendinning Employment ~~Agreement~~

Letter

Mr. ~~Swinburn’s~~Glendinning's employment ~~agreement~~letter as ~~CEO~~President and Chief Executive Officer, Molson Coors Canada took effect on ~~July~~February 1, ~~2008.~~2013. The agreement provides that Mr. Swinburn’s employment may be terminated by the Company on 24 months prior written notice or by Mr. Swinburn by giving 6 months prior written notice. Under the terms of his employment agreement, Mr. Swinburn is entitled to travel benefits to the U.K. as described on page 45 and a monthly car allowance. Mr. Swinburn does not receive any tax assistance associated with his travel benefits or car allowance.

~~Glendinning Employment Agreement~~

Mr. Glendinning’s employment agreement as CFO took effect on July 1, 2008. The agreement provides that, in the event of involuntary termination by the Company other than for cause, Mr. Glendinning receives continued salary and benefits for 12 months. This portion of his agreement currently remains in effect through his current assignment.

~~Hunter Employment Agreement~~

~~Mr. Hunter’s original employment agreement as Marketing and International Director of our U.K. business took effect on March 20, 2002. The agreement~~letter provides that, in the event of involuntary termination by the Company other than for cause, the Company is required to give Mr. ~~Hunter~~Glendinning 12 ~~months~~months' notice, or pay and benefits in lieu of notice.

This mirrors the Company's Severance Pay Plan for senior level executives.

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| 2016 Proxy Statement | 89

Proposal No. 3 - Ratify Appointment of Independent Public Accounting Firm

~~COMPENSATION~~Return to Table of Contents
Return to Key Terms

PROPOSAL NO. 3 — RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Proposal Snapshot
What am I voting on?
Class A Holders are being asked to ratify the appointment of PwC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016.
Voting Recommendation:
The Board recommends a vote FOR the ratification of PwC as the Company's independent registered public accounting firm.
The Board is asking Class A Holders to ratify the Audit Committee's appointment of PwC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016. PwC was our independent registered public accounting firm for the fiscal year ended December 31, 2015, and is considered by management to be well qualified.
Representatives of PwC are expected to be present at the Annual Meeting to respond to appropriate questions and may make a statement if they so desire.
Fees
The following table sets forth the aggregate fees billed by PwC for professional services rendered to Molson Coors related to fiscal years 2015 and 2014. Certain fees related to the 2015 fiscal year reflect estimates, however, we do not anticipate final billings to differ significantly from amounts presented below.
Fiscal Year
2015 2014
(In thousands $)
Audit Fees⁽¹⁾
3,634
4,119
Audit-Related Fees⁽²⁾
295
162
Tax Fees⁽³⁾
101
77
All Other Fees⁽⁴⁾
4
345
Total Fees⁽⁵⁾
4,034
4,703
2 Includes amounts related to pension plan audits, royalty audits, recycling audits and donation fund audits performed in Canada for fiscal years 2015 and 2014, as well as fees related to correspondence with the SEC in 2015 and 2014.
3 Fees consist of U.K. tax compliance work and other tax services performed for fiscal years 2015 and 2014.
4 Fees incurred for assistance provided on business process improvements in Canada in 2014, as well as special tax, accounting and compensation projects and for subscriptions provided by PwC in 2015 and 2014.
5 Fees were translated using the USD exchange rates prevailing when the fees were incurred and billed.

| 2016 Proxy Statement | 90

Proposal No. 3 - Ratify Appointment of Independent Public Accounting Firm

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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 Audit Chairman has been delegated authority by the Audit Committee to pre-approve interim services by PwC other than the annual audit. The Audit Chairman must report all such pre-approvals to the entire Audit Committee at the next committee meeting. In 2015 and 2014, the Audit Committee (or the Audit Chairman pursuant to the authority delegated) pre-approved all of the services performed by PwC.
If the stockholders do not ratify the appointment of PwC, the Audit Committee will reconsider the appointment.
The Board recommends a voteFORthe proposal ratifying the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year ending December 31, 2016, and executed proxies that are returned will be so voted unless otherwise instructed.

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| 2016 Proxy Statement | 91

Audit Committee Report

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AUDIT COMMITTEE ~~INTERLOCKS AND INSIDER PARTICIPATION~~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 the Company's financial reporting process and the its 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 registered public accounting firm, its conduct of the annual audit and its engagement for any lawful purpose.

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 Audit Committee's charter, management 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 regularly 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. PwC, the Company's independent registered public accounting firm, is responsible for auditing Molson Coors' financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the U.S.

In the performance of its oversight function, the Audit Committee has reviewed and discussed the audited financial statements with management and PwC. The Audit Committee has also discussed with PwC the matters required to be discussed under the rules adopted by the 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 also discussed with PwC its 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 non-audit services performed by PwC 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 rely on the information provided to them by management and PwC. 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 PwC is in fact "independent."

Based upon the reports and discussions described in this report, and subject to the limitations on the roles and responsibilities of the Audit Committee referred to above and in its charter, the Audit Committee recommended to the Board that the audited financial statements be included in the Annual Report for the fiscal year ended December 31, 2015, as filed with the SEC on February 11, 2016. The Audit Committee also appointed PwC as the independent registered public accounting firm for Molson Coors for the fiscal year ending December 31, 2016, subject to ratification by the Company's stockholders.



SUBMITTED BY THE AUDIT COMMITTEE
	Roger G. Eaton (Chairman)	Charles M. Herington	Franklin W. Hobbs	Iain J.G. Napier



		\| 2016 Proxy Statement \| 92

Beneficial Ownership

~~During fiscal~~Return to Table of Contents

~~2012 and~~Return to Key Terms

BENEFICIAL OWNERSHIP

The following table contains information about the beneficial ownership of our capital stock as of ~~the date~~March 25, 2016 (unless otherwise noted), for each of ~~this proxy statement, none~~our current directors and nominees, each of our NEOs, all current 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 ~~members~~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 RSUs, stock options or other rights currently exercisable or exercisable and vesting within 60 days following March 25, 2016, are deemed outstanding for computing the share ownership and percentage of the ~~Compensation Committee was~~person holding such RSUs, stock options or ~~is an officer or employee (or former officer or employee) of~~rights, but are not deemed outstanding for computing the ~~Company, and no executive officer of the Company served or serves on the compensation committee or board~~percentage of any ~~company~~other person. All share numbers and ownership percentage calculations below assume that ~~employed or employs any member~~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.



Name of Beneficial Owner	Number of Class A Shares		Percent of class (%)	(1)	Number of Class B Shares	(2)	Percent of class (%)	(1)
5% Stockholders:
Adolph Coors Company LLC	5,044,534	(3)(4)	92.54	%	21,522,798	(4)	10.29	%
Adolph Coors Jr. Trust	5,044,534	(3)(4)	92.54	%	5,830,000	(4)	2.79	%
Pentland Securities (1981) Inc.	5,044,534	(3)	92.54	%	3,449,600	(5)	1.65	%
4280661 Canada Inc.	5,044,534	(3)	92.54	%	—
The Vanguard Group	—		—		12,841,937	(6)	6.14	%
JPMorgan Chase & Co.	—		—		10,535,486	(7)	5.04	%
Directors:
Peter H. Coors	2,000	(8)	*		992,898	(8)	*
Peter J. Coors	—		—		3,116	(9)	*
Roger G. Eaton	—		—		8,710	(10)	*
Mary Lynn Ferguson-McHugh	—		—		—		—
Brian D. Goldner	—		—		15,864	(11)	*
Charles M. Herington	—		—		18,505	(12)	*
Franklin W. Hobbs	—		—		46,847	(13)	*
Mark R. Hunter	—		—		164,328	(14)	*
Andrew T. Molson	100	(15)	*		3,455,006	(15)	1.65	%
Geoffrey E. Molson	1,632	(16)	*		11,968	(16)	*
Iain J.G. Napier	—		—		12,930	(17)	*
H. Sanford Riley	—		—		45,568	(18)	*
Douglas D. Tough	—		—		3,259		*
Louis Vachon	—		—		7,944	(19)	*
Management:
David A. Heede	—		—		19,460	(20)	*
Gavin D. Hattersley	—		—		54,952	(21)	*
Stewart F. Glendinning	—		—		284,337	(22)	*
Samuel D. Walker	—		—		79,615	(23)	*
All directors and executive officers as a group (21 persons)	3,732	(24)	*		5,428,172	(24)	2.58	%

* 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 25, 2016, greater than 5% of our outstanding Class A common stock or Class B common stock. Ownership percentage calculations are based on 5,451,285 shares of Class A common stock (which



		\| 2016 Proxy Statement \| 93

Beneficial Ownership

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Return to Key Terms

assumes the ~~Company’s Compensation Committee or Board~~conversion on a one-to-one basis of ~~Directors.~~2,888,691 Class A exchangeable shares) and 209,229,777 shares of Class B common stock (which assumes the conversion on a one-to-one basis of 15,438,961 shares of Class B exchangeable shares), in each case, outstanding as of March 25, 2016.


(2)	Includes unvested RSUs held by retirement-eligible executives (Mr. Peter H. Coors), DSUs held by directors and shares underlying outstanding options/stock appreciation rights currently exercisable or exercisable within 60 days following March 25, 2016 (Current Options), where applicable.

(3)

Shares of Class A common stock (or shares directly exchangeable for Class A common stock) include beneficial ownership of 1,857,476 shares owned by Pentland Securities (1981) Inc. (Pentland), 667,058 shares owned by 4280661 Canada Inc. (Subco), and 2,520,000 shares owned by Adolph Coors Company LLC (ACC), as Trustee of the Coors Trust, due to shared voting power resulting from a Voting Agreement, dated February 2, 2005, among Pentland, Subco and the Coors Trust. Pursuant to the Voting Agreement, the parties agreed that the shares of Class A common stock (and shares directly exchangeable for Class A common stock) are to be voted in accordance with the voting provisions of certain Voting Trust Agreements among the parties and certain trustees. Pentland is the sole owner of Subco. The address for each of the Coors Trust and ACC is 2120 Carey Avenue, Suite 412, Cheyenne, Wyoming 82001. The address for each of Pentland and Subco is 335 8th Avenue S.W., Suite 700, Calgary, Alberta, Canada T2P 1C9.

(4)

This information is derived exclusively from the Schedule 13D/A filed by ACC and the Coors Trust with the SEC on February 24, 2016. Shares of Class B common stock beneficially owned by ACC includes 350,000 shares directly owned by ACC, 5,830,000 shares directly held by the Coors Trust and 15,342,798 shares beneficially owned by ACC and as Trustee of other Coors Family Trusts (as defined below), all of which are included in the Class B shares beneficially owned by ACC. ACC is a Wyoming limited liability company which serves as trustee for the Coors Trust, the Augusta Coors Collbran Trust, the Bertha Coors Munroe Trust B, the Grover C. Coors Trust, the Herman F. Coors Trust, the Louise Coors Porter Trust and the May Kistler Coors Trust (collectively, the Coors Family Trusts). The members of ACC are the various Coors Family Trusts. The Board of Directors of ACC consists of 16 members who are various members of the Coors family, including Peter H. Coors and Peter J. Coors. Pursuant to the Operating Agreement of ACC, subject to limited exceptions, sole investment power with respect to each trust is delegated to a trust committee consisting of three to five members of the ACC Board of Directors (each, a Trust Committee). Each member of ACC's Board of Directors disclaims beneficial ownership of the shares owned by ACC on behalf of the respective Coors Family Trusts except to the extent of his or her pecuniary interest in each trust.

(5)

Consists of 3,449,600 Class B common stock (or shares exchangeable for Class B common stock) directly owned by Pentland, of which: (i) 321,000 shares of Class B exchangeable shares are pledged as collateral under an OTC forward contract with an unaffiliated third party buyer as part of a monetization transaction due to settle on December 6, 2019; and (ii) 600,000 Class B exchangeable shares are pledged as collateral with an unaffiliated third party as part of a non-revolving loan dated August 12, 2013 in the aggregate principal amount of CDN $25.0 million from a Canadian chartered bank.


(6)	This information is derived solely from the Schedule 13G/A filed by The Vanguard Group with the SEC on February 10, 2016 reporting on the beneficial ownership as of December 31, 2015. The address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355.


(7)	This information is derived solely from the Schedule 13G filed by JPMorgan Chase & Co. with the SEC on February 2, 2016 reporting on the beneficial ownership as of December 31, 2015. The address for JPMorgan Chase & Co. is 270 Park Avenue, New York, NY 10017.

(8)

Beneficial ownership for Mr. Coors does not include 2,520,000 Class A shares held indirectly by ACC as trustee for the Coors Trust, nor any shares of Class B common stock held by ACC for itself or on behalf of the Coors Family Trusts. Mr. Coors disclaims beneficial ownership of all shares of Class A common stock and Class B common stock held by ACC except to the extent of his pecuniary interest therein. If Mr. Coors were to be attributed beneficial ownership of the shares of Class A common stock held by ACC, he would beneficially own 46.26% of the Class A common stock, subject to the Voting Agreement. His shares of Class B common stock represent: (i) 243,900 shares held directly by Mr. Coors; (ii) 1,064 shares held by his wife, Marilyn E. Coors; (iii) 262,011 Current Options; (iv) 5,534 unvested RSUs; and (v) 480,389 shares held indirectly by Mr. Coors and Marilyn E. Coors, as trustees of various Peter H. Coors Grantor Retained Annuity Trusts.


(9)	Includes 550 shares of Class B common stock held by Mr. Coors as custodian for his children.


(10)	Includes 6,109 DSUs.


(11)	Includes 3,092 DSUs.


(12)	Includes 15,497 DSUs.


(13)	Includes 17,663 DSUs.


(14)	Includes 128,462 Current Options.

(15)

Represents 2,220 shares of Class B common stock held directly by Mr. Molson, 186 shares of Class B exchangeable shares held directly by Mr. Molson, 3,000 shares of Class B common stock held indirectly by Molbros AT Inc., 3,449,600 shares of Class B common stock (or shares exchangeable for Class B common stock) owned by Pentland. Mr. Molson is the President of Pentland and shares dispositive power of the Class B common stock beneficially owned by Pentland. The Class B common stock beneficially owned by Pentland are included in Mr. Molson's beneficial ownership as a result of arrangements under the Amended and Restated Stockholders Agreement dated February 9, 2005 between Lincolnshire Holdings Limited, Nooya Investments Limited, Pentland, Eric Molson and Stephen Molson with respect to the securities held by and governance of Pentland.


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


(17)	Includes 3,787 DSUs.


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


(19)	Includes 6,387 DSUs.


(20)	Includes 8,998 Current Options.


(21)	Includes 42,469 Current Options.


(22)	Includes 209,049 Current Options.


(23)	Includes 58,606 Current Options.


(24)	The group's beneficial ownership of Class B common stock includes 5,534 unvested RSUs for Mr. Coors, 68,653 DSUs, 887,439 Current Options and 3,466,570 Class B exchangeable shares as described in the footnotes above. See footnotes above concerning the beneficial ownership of the Class A common stock.



		\| 2016 Proxy Statement \| 94

Section 16(a) Beneficial Ownership Reporting Compliance and Other Business

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Table of Contents

Return to Key Terms

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Molson ~~Coors’~~Coors' executive officers, directors and more than 10% stockholders are required under Section 16(a) of the Exchange Act to file with the SEC reports of ownership and changes in ownership in their holdings of ~~Molson Coors~~Company stock. Copies of these reports also must be furnished to ~~Molson Coors.~~ the Company.

Based on an examination of these reports and on written representations provided to ~~Molson Coors,~~the Company, all such reports were timely filed during ~~2012 except for a late Form 4 for David Perkins relating to the sale of shares of Class B common stock.~~

582015.

~~Table of Contents~~

~~QUESTIONS AND ANSWERS ABOUT COMMUNICATING WITH THE BOARD,~~
~~STOCKHOLDER PROPOSALS AND COMPANY DOCUMENTS~~

1.~~How do I communicate with the Board?~~

~~Stockholders and other interested parties may communicate directly with the Chairman of the Board, Chairman of the Audit Committee, the~~ independent Directors as a group or the non-employee Directors as a group by writing to those individuals or the group at the following address: Molson Coors Brewing Company, c/o Corporate Secretary, 1225 17th Street, Suite 3200, Denver, Colorado 80202. Correspondence received by the Corporate Secretary will be forwarded to the appropriate person or persons in accordance with the procedures adopted by a majority of the independent Directors of the Board.

2.~~How do I submit a proposal for action at the 2014 Annual Meeting of Stockholders?~~

To be eligible for inclusion in Molson Coors’ proxy statement for the 2014 annual meeting of stockholders pursuant to Rule 14a-8 under the Exchange Act, stockholder proposals must have been received by Molson Coors by the close of business on December 13, 2013. Under Rule 14a-8 under the Exchange Act, a shareholder submitting a proposal to be included in the Company’s proxy statement is required to be a record or beneficial owner of at least 1% or $2,000 in market value of the Company’s securities and to have held such securities continuously for at least one year prior to the date of submission of the proposal, and he or she must continue to own such securities through the date on which the meeting is held.

For proposals not intended to be included in the proxy statement or nominations of persons to stand for election to the Board, the bylaws require that such stockholder must be entitled to vote at the annual meeting and must have given timely notice of the stockholder proposal in writing to the Corporate Secretary of Molson Coors, and such business must be a proper matter for action by ~~holders~~ of the class of stock held by such stockholder. Failure to deliver a proposal in accordance with the procedures discussed below and in the bylaws may result in the proposal not being deemed timely received. To be timely, notice of a director nomination or any other business for consideration at a shareholders’ meeting must be received by our Corporate Secretary at our principal executive offices no less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. To be timely for the 2014 annual meeting of stockholders, a stockholder’s notice shall have been delivered to the Corporate Secretary at the principal executive offices of Molson Coors no earlier than January 29, ~~2014 and no later than February 28~~, ~~2014 and must include the information required by Section 1.9.2 of our bylaws.~~

3.~~Where can I get copies of the Company’s corporate governance documents?~~

Our current Corporate Governance Guidelines, Code of Business Conduct, Restated Certificate of Incorporation, bylaws and written charters for the Audit, Nominating, Compensation and Finance Committees are posted on our website at ~~www.molsoncoors.com~~~~. Stockholders may also request a free copy of these documents from: Molson Coors Brewing Company, c/o Shareholder Services, 1225 17th Street, Suite 3200, Denver, Colorado 80202.~~

4.~~Where can I get a copy of the Company’s Annual Report on Form 10-K?~~

You can request to receive a copy of our Form 10-K at no charge. You should send your written requests to our Corporate Secretary at 1225 17th Street, Suite 3200, Denver, Colorado 80202. The exhibits to the Form 10-K are available upon payment of charges that approximate our cost of reproduction.

~~You can also obtain copies of the Form 10-K and exhibits, as well as other filings we make with the SEC, on our website at~~ ~~www.molsoncoors~~~~.com or on the SEC’s website at~~ ~~www.sec.gov~~.

5.~~What is householding?~~

The SEC allows us to deliver a single Notice of Internet Availability of Proxy Materials and set of proxy materials to an address shared by two or more of our stockholders. This delivery method, referred to as “householding,” can result in significant cost savings for the Company. As a result, stockholders who share the same address and hold some or all of their shares of common stock through a broker, bank or other nominee may receive only one copy of the Notice of Internet Availability of Proxy Materials, or upon request, the proxy materials, as the case may be, unless the broker, bank or other nominee has received contrary instructions from one or more of the stockholders at that address. Certain brokers, banks and other nominees have procedures in place to discontinue duplicate mailings to stockholders sharing an address. Beneficial owners that desire to eliminate duplicate mailings should contact their broker, bank or other nominee for more information, and stockholders of record should submit their request by contacting Broadridge, Householding Department, 51 Mercedes Way, Englewood, NY 11717 or call them at 800-542-1061.

~~Table of Contents~~

The Company will deliver promptly, upon written or oral request, a separate copy of the proxy statement and annual report to a stockholder at a shared address to which a single copy of the documents was delivered. A stockholder preferring to receive his or her own set of the Notice of Internet Availability of Proxy Materials and/or proxy materials now or in the future, should contact Broadridge, Householding Department, 51 Mercedes Way, Englewood, NY 11717 or call them at 800-542-1061. However, please note that any stockholder who wishes to receive a paper or email copy of the proxy materials for purposes of voting at this year’s Annual Meeting should follow the instructions included in the Notice of Internet Availability that was sent to the stockholder.

OTHER BUSINESS

As of the date of this ~~proxy statement, Molson Coors~~Proxy Statement, the Company received no proposal, nomination for ~~director~~directors or other business submitted in accordance with its ~~bylaws~~Bylaws for consideration at the Annual Meeting, other than that set forth in the Notice of Annual Meeting of Stockholders and as more specifically described in this ~~proxy statement,~~Proxy Statement, and, therefore, it is not expected that any other business will be brought before the Annual Meeting. However, if any other business should properly come before the Annual Meeting, it is the intention of the persons named on the enclosed proxy card to vote the signed proxies received by them in accordance with their best judgment on such business and any matters dealing with the conduct of the Annual Meeting.



By order of the Board, ~~of Directors,~~


~~Samuel D. Walker~~
~~Chief People and Legal Officer and Corporate Secretary~~

~~April~~ ~~12, 2013~~

~~Table of Contents~~

~~APPENDIX A~~

~~MOLSON COORS BREWING COMPANY~~

~~DIRECTOR INDEPENDENCE STANDARDS~~

A director is independent if the Board has made an affirmative determination that such director has no material relationship with the Company that would impair his or her independent judgment (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). In the process of making such determinations, the Board will consider the nature, extent and materiality of the director’s relationships with the Company and the Board will apply the following guidelines that are consistent with the independent requirements as defined under the NYSE Listing Standards. A director will be deemed not to be independent by the Board if the Board finds that:

a. a director is, or has been within the last 3 years, an employee of the Company, or an immediate family member is, or has been within the last 3 years, an executive officer, of the Company;

b. a director has received or has an immediate family member who has received, during any 12-month period within the last 3 years, more than $100,000 in direct compensation from the Company, other than director fees and pension or other forms of deferred compensation for prior service;

c. a director (i) is or has an immediate family member who is a current partner of a firm that is the Company’s internal or external auditor; (ii) is a current employee of such a firm; (iii) has an immediate family member who is a current employee of such a firm and who participates in the firm’s audit, assurance or tax compliance (but not tax planning) practice; or (iv) was or has an immediate family member who was within the last 3 years (but is no longer) a partner or employee of such a firm and personally worked on the Company’s audit within that time;

d. a director is or has an immediate family member who is, or has been within the last 3 years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee;

e. a director is currently employed, or a director’s immediate family member is currently employed as an executive officer, by an entity (including a tax-exempt entity) that makes payments to, or receives payments from, the Company for goods or services (other than charitable contributions) in an amount that exceeds, in a single fiscal year, the greater of $1 million or 2 percent of that entity’s consolidated gross revenues; or

f. a director, or a director’s immediate family serves as an officer, director or trustee of a charitable organization, where the Company’s discretionary contributions are in an amount that exceeds the greater of $1 million or 2 percent of the charitable organization’s consolidated gross revenues.

For purposes of this Appendix A, “immediate family member” includes a director’s spouse, parents, children, siblings, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law, sisters-in-law and anyone (other than domestic employees) who shares the director’s home; and “Company” includes any subsidiary in the consolidated group with the Company.

~~A-1~~

~~Table of Contents~~

~~APPENDIX B~~

~~AMENDMENT NO. 1~~

~~RESTATED CERTIFICATE OF INCORPORATION~~

~~MOLSON COORS BREWING COMPANY~~

~~Article FOURTH(b) of the Restated Certificate of Incorporation of the Corporation is hereby amended by adding the following subsection (13) immediately following the end of the current text:~~

“(13) 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 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.”

~~B-1~~

	MOLSON COORS BREWING COMPANY 1225 17TH STREET SUITE 3200 DENVER, CO 80202 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ! For address changes and/or comments, please check this box and write them on the back where indicated. ! ! Please indicate if you plan to attend this meeting. Yes No Signature (Joint Owners) Date Signature [PLEASE SIGN WITHIN BOX] Date VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until the cut-off date (on the reverse side of this proxy card). Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by Molson Coors Brewing Company ~~in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards~~

E. Lee Reichert Deputy General Counsel and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until the cut-off date (on the reverse side of this proxy card). Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Molson Coors Brewing Company, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, to be received by the cut-off date (on the reverse side of the proxy card). M57827-P371040-Z59968 To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. For All Except For All Withhold All MOLSON COORS BREWING COMPANY The Board of Directors recommends a vote "FOR" each of the director nominees listed and "FOR" Proposals 2, 3 and 4. ! ! ! VOTE ON DIRECTORS: 1. Election of Directors Nominees: 01) Francesco Bellini 02) Peter H. Coors 03) Christien Coors Ficeli 04) Brian D. Goldner 05) Franklin W. Hobbs 06) Andrew T. Molson 07) Geoffrey E. Molson 08) Iain J.G. Napier 09) Peter Swinburn 10) Douglas D. Tough 11) Louis Vachon Abstain For VOTE ON PROPOSALS: Abstain For Against Against ! ! ! ! ! ! 2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2013. 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. ! ! ! 3. To approve, on an advisory basis, the compensation of the Company's named executive officers. 5. To transact such other business as may be brought properly before the meeting and any and all adjournments or postponements thereof. Secretary
April 15, 2016


	MOLSON COORS BREWING COMPANY PROXY / VOTING INSTRUCTIONS FOR Holders of Class A Common Stock of Molson Coors Brewing Company Holders of Class A Exchangeable Shares of Molson Coors Canada Inc. For the Annual Meeting of Stockholders of Molson Coors Brewing Company to be held on May 29, 2013 Cut-off Date For Holders of Class A Shares of Molson Coors Brewing Company (the "Company") If you are not attending the Annual Meeting of Stockholders of the Company to be held on May 29, 2013 and voting in person, your voting instructions must be received by Broadridge no later than 11:59 p.m. EDT on May 28, 2013. Cut-off Date For Holders of Class A Exchangeable Shares of Molson Coors Canada Inc. Voting instructions from holders of Class A Exchangeable Shares of Molson Coors Canada Inc. must be received by Broadridge (as agent for Canadian Stock Transfer Company Inc. as administrative agent for CIBC Mellon Trust Company, as Trustee) no later than 11:59 p.m. EDT on May 24, 2013. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice of Annual Meeting,
		\| 2016 Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com. M57828-P371040-Z59968 MOLSON COORS BREWING COMPANY This proxy is solicited on behalf of the Board of Directors Holders of Class A Common Stock of Molson Coors Brewing Company: The individual providing voting instructions noted in the proxy/voting instruction card or via telephone or the Internet to Broadridge, hereby appoints Peter Swinburn and Samuel D. Walker, or each of them, with full power of substitution, as a proxy or proxies to represent the individual at the annual meeting of stockholders to be held on May 29, 2013, or any adjournment or postponement thereof and to vote thereat, as designated on the proxy/voting instruction card or as voted via telephone or the Internet, all the shares of Class A Common Stock of Molson Coors Brewing Company, a Delaware corporation, held of record by the undersigned at the close of business on April 1, 2013, with all the power that the individual would possess if personally present, in accordance with the individual's instructions. Holders of Class A Exchangeable Shares of Molson Coors Canada Inc.: The individual providing voting instructions noted in the proxy/voting instruction card or via telephone or the Internet to Broadridge, hereby instructs and directs Canadian Stock Transfer Company Inc. as administrative agent for CIBC Mellon Trust Company, as Trustee, to vote or cause to be voted at the annual meeting of stockholders of Molson Coors Brewing Company to be held on May 29, 2013, all the voting rights related to the Class A exchangeable shares of Molson Coors Canada Inc. held of record by the individual at the close of business on April 1, 2013, in accordance with the individual's voting instructions. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE DIRECTOR NOMINEES AND EACH OF THE PROPOSALS LISTED ON THE PROXY/VOTING INSTRUCTION CARD AND/OR THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED PURSUANT TO THE BOARD OF DIRECTORS' RECOMMENDATION. Address Changes/Comments: ________________________________________________________________________________ _________________________________________________________________________________________________________ (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) \| 95

MOLSON COORS BREWING COMPANY 1225 17TH STREET SUITE 3200 DENVER, CO 80202 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ! For address changes and/or comments, please check this box and write them on the back where indicated. Please indicate if you plan to attend this meeting. VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until the cut-off date (on the reverse side of this proxy card). Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by Molson Coors Brewing Company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until the cut-off date (on the reverse side of this proxy card). Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Molson Coors Brewing Company, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, to be received by the cut-off date (on the reverse side of the proxy card). M57829-P371040-Z59968 To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. For All Except For All Withhold All MOLSON COORS BREWING COMPANY The Board of Directors recommends a vote "FOR" each of the director nominees listed and "FOR" Proposal 4. ! ! ! VOTE ON DIRECTORS: 1. Election of Directors Nominees: 01) Roger Eaton 02) Charles M. Herington 03) H. Sanford Riley VOTE ON PROPOSAL: For Abstain Against ! ! ! 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. In their discretion, the proxies named herein (or either of them) are authorized to vote upon such other business as may properly come before the meeting.

MOLSON COORS BREWING COMPANY PROXY / VOTING INSTRUCTIONS FOR Holders of Class B Common Stock of Molson Coors Brewing Company Holders of Class B Exchangeable Shares of Molson Coors Canada Inc. Or Participants in the MillerCoors LLC Savings & Investment Plan For the Annual Meeting of Stockholders of Molson Coors Brewing Company to be held on May 29, 2013 Cut-off Date For Holders of Class B Shares of Molson Coors Brewing Company (the "Company") If you are not attending the Annual Meeting of Stockholders of the Company to be held on May 29, 2013 and voting in person, your voting instructions must be received by Broadridge no later than 11:59 p.m. EDT on May 28, 2013. Cut-off Date For Holders of Class B Exchangeable Shares of Molson Coors Canada Inc. Voting instructions from holders of Class B Exchangeable Shares of Molson Coors Canada Inc. must be received by Broadridge (as agent for Canadian Stock Transfer Company Inc. as administrative agent for CIBC Mellon Trust Company, as Trustee) no later than 11:59 p.m. EDT on May 24, 2013. Cut-off Date For Participants in the MillerCoors LLC Savings & Investment Plan Voting instructions from participants in the MillerCoors LLC Savings & Investment Plan must be received by Broadridge (as agent for Fidelity Management Trust Company, as Trustee) no later than 5:00 p.m. EDT on May 22, 2013. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com. M57830-P371040-Z59968 MOLSON COORS BREWING COMPANY This proxy is solicited on behalf of the Board of Directors Holders of Class B Common Stock of Molson Coors Brewing Company: The individual providing voting instructions noted in the proxy/voting instruction card or via telephone or the Internet to Broadridge, hereby appoints Peter Swinburn and Samuel D. Walker, or each of them, with full power of substitution, as a proxy or proxies to represent the individual at the annual meeting of stockholders to be held on May 29, 2013, or any adjournment or postponement thereof and to vote thereat, as designated on the proxy/voting instruction card or as voted via telephone or the Internet, all the shares of Class B Common Stock of Molson Coors Brewing Company, a Delaware corporation, held of record by the undersigned at the close of business on April 1, 2013, with all the power that the individual would possess if personally present, in accordance with the individual's instructions. Holders of Class B Exchangeable Shares of Molson Coors Canada Inc.: The individual providing voting instructions noted in the proxy/voting instruction card or via telephone or the Internet to Broadridge, hereby instructs and directs Canadian Stock Transfer Company Inc. as administrative agent for CIBC Mellon Trust Company, as Trustee, to vote or cause to be voted at the annual meeting of stockholders of Molson Coors Brewing Company to be held on May 29, 2013, all the voting rights related to the Class B exchangeable shares of Molson Coors Canada Inc. held of record by the individual at the close of business on April 1, 2013, in accordance with the individual's voting instructions. Participants in the MillerCoors LLC Savings & Investment Plan: The individual providing voting instructions noted in the proxy/voting instruction card or via telephone or the Internet to Broadridge, hereby instructs and directs Fidelity Management Trust Company, as Trustee, to vote or cause to be voted at the annual meeting of stockholders of Molson Coors Brewing Company to be held on May 29, 2013, all the voting rights related to the shares of Molson Coors Brewing Company attributed to the individuals at the close of business on April 1, 2013, in accordance with the individual's voting instructions. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE DIRECTOR NOMINEES LISTED ON THE PROXY/VOTING INSTRUCTION CARD OR THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED PURSUANT TO THE BOARD OF DIRECTORS' RECOMMENDATION. Address Changes/Comments: ________________________________________________________________________________ _________________________________________________________________________________________________________ (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

MOLSON COORS CANADA INC. 1225 17TH STREET SUITE 3200 DENVER, CO 80202 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ! For address changes and/or comments, please check this box and write them on the back where indicated. ! ! Please indicate if you plan to attend this meeting. Yes No Signature (Joint Owners) Date Signature [PLEASE SIGN WITHIN BOX] Date VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until the cut-off date (on the reverse side of this proxy card). Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by Molson Coors Brewing Company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until the cut-off date (on the reverse side of this proxy card). Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Molson Coors Brewing Company, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, to be received by the cut-off date (on the reverse side of the proxy card). M59186-P37141 To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. For All Except For All Withhold All MOLSON COORS BREWING COMPANY The Board of Directors recommends a vote "FOR" each of the director nominees listed and "FOR" Proposals 2, 3 and 4. ! ! ! VOTE ON DIRECTORS: 1. Election of Directors Nominees: 01) Francesco Bellini 02) Peter H. Coors 03) Christien Coors Ficeli 04) Brian D. Goldner 05) Franklin W. Hobbs 06) Andrew T. Molson 07) Geoffrey E. Molson 08) Iain J.G. Napier 09) Peter Swinburn 10) Douglas D. Tough 11) Louis Vachon Abstain For VOTE ON PROPOSALS: Abstain For Against Against ! ! ! ! ! ! 2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2013. 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. ! ! ! 3. To approve, on an advisory basis, the compensation of the Company's named executive officers. 5. To transact such other business as may be brought properly before the meeting and any and all adjournments or postponements thereof.

MOLSON COORS BREWING COMPANY PROXY / VOTING INSTRUCTIONS FOR Holders of Class A Common Stock of Molson Coors Brewing Company Holders of Class A Exchangeable Shares of Molson Coors Canada Inc. For the Annual Meeting of Stockholders of Molson Coors Brewing Company to be held on May 29, 2013 Cut-off Date For Holders of Class A Shares of Molson Coors Brewing Company (the "Company") If you are not attending the Annual Meeting of Stockholders of the Company to be held on May 29, 2013 and voting in person, your voting instructions must be received by Broadridge no later than 11:59 p.m. EDT on May 28, 2013. Cut-off Date For Holders of Class A Exchangeable Shares of Molson Coors Canada Inc. Voting instructions from holders of Class A Exchangeable Shares of Molson Coors Canada Inc. must be received by Broadridge (as agent for Canadian Stock Transfer Company Inc. as administrative agent for CIBC Mellon Trust Company, as Trustee) no later than 11:59 p.m. EDT on May 24, 2013. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com. M59187-P37141 MOLSON COORS BREWING COMPANY This proxy is solicited on behalf of the Board of Directors Holders of Class A Common Stock of Molson Coors Brewing Company: The individual providing voting instructions noted in the proxy/voting instruction card or via telephone or the Internet to Broadridge, hereby appoints Peter Swinburn and Samuel D. Walker, or each of them, with full power of substitution, as a proxy or proxies to represent the individual at the annual meeting of stockholders to be held on May 29, 2013, or any adjournment or postponement thereof and to vote thereat, as designated on the proxy/voting instruction card or as voted via telephone or the Internet, all the shares of Class A Common Stock of Molson Coors Brewing Company, a Delaware corporation, held of record by the undersigned at the close of business on April 1, 2013, with all the power that the individual would possess if personally present, in accordance with the individual's instructions. Holders of Class A Exchangeable Shares of Molson Coors Canada Inc.: The individual providing voting instructions noted in the proxy/voting instruction card or via telephone or the Internet to Broadridge, hereby instructs and directs Canadian Stock Transfer Company Inc. as administrative agent for CIBC Mellon Trust Company, as Trustee, to vote or cause to be voted at the annual meeting of stockholders of Molson Coors Brewing Company to be held on May 29, 2013, all the voting rights related to the Class A exchangeable shares of Molson Coors Canada Inc. held of record by the individual at the close of business on April 1, 2013, in accordance with the individual's voting instructions. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE DIRECTOR NOMINEES AND EACH OF THE PROPOSALS LISTED ON THE PROXY/VOTING INSTRUCTION CARD AND/OR THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED PURSUANT TO THE BOARD OF DIRECTORS' RECOMMENDATION. Address Changes/Comments: (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

MOLSON COORS CANADA INC. 1225 17TH STREET SUITE 3200 DENVER, CO 80202 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ! For address changes and/or comments, please check this box and write them on the back where indicated. Please indicate if you plan to attend this meeting. VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until the cut-off date (on the reverse side of this proxy card). Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by Molson Coors Brewing Company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until the cut-off date (on the reverse side of this proxy card). Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Molson Coors Brewing Company, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, to be received by the cut-off date (on the reverse side of the proxy card). M59188-P37141 To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. For All Except For All Withhold All MOLSON COORS BREWING COMPANY The Board of Directors recommends a vote "FOR" each of the director nominees listed and "FOR" Proposal 4. ! ! ! VOTE ON DIRECTORS: 1. Election of Directors Nominees: 01) Roger Eaton 02) Charles M. Herington 03) H. Sanford Riley VOTE ON PROPOSAL: For Abstain Against ! ! ! 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. In their discretion, the proxies named herein (or either of them) are authorized to vote upon such other business as may properly come before the meeting. Signature [Please sign within box] date Signature (joint owners) date yes no

MOLSON COORS BREWING COMPANY PROXY / VOTING INSTRUCTIONS FOR Holders of Class B Common Stock of Molson Coors Brewing Company Holders of Class B Exchangeable Shares of Molson Coors Canada Inc. Or Participants in the MillerCoors LLC Savings & Investment Plan For the Annual Meeting of Stockholders of Molson Coors Brewing Company to be held on May 29, 2013 Cut-off Date For Holders of Class B Shares of Molson Coors Brewing Company (the "Company") If you are not attending the Annual Meeting of Stockholders of the Company to be held on May 29, 2013 and voting in person, your voting instructions must be received by Broadridge no later than 11:59 p.m. EDT on May 28, 2013. Cut-off Date For Holders of Class B Exchangeable Shares of Molson Coors Canada Inc. Voting instructions from holders of Class B Exchangeable Shares of Molson Coors Canada Inc. must be received by Broadridge (as agent for Canadian Stock Transfer Company Inc. as administrative agent for CIBC Mellon Trust Company, as Trustee) no later than 11:59 p.m. EDT on May 24, 2013. Cut-off Date For Participants in the MillerCoors LLC Savings & Investment Plan Voting instructions from participants in the MillerCoors LLC Savings & Investment Plan must be received by Broadridge (as agent for Fidelity Management Trust Company, as Trustee) no later than 5:00 p.m. EDT on May 22, 2013. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com. M59189-P37141 MOLSON COORS BREWING COMPANY This proxy is solicited on behalf of the Board of Directors Holders of Class B Common Stock of Molson Coors Brewing Company: The individual providing voting instructions noted in the proxy/voting instruction card or via telephone or the Internet to Broadridge, hereby appoints Peter Swinburn and Samuel D. Walker, or each of them, with full power of substitution, as a proxy or proxies to represent the individual at the annual meeting of stockholders to be held on May 29, 2013, or any adjournment or postponement thereof and to vote thereat, as designated on the proxy/voting instruction card or as voted via telephone or the Internet, all the shares of Class B Common Stock of Molson Coors Brewing Company, a Delaware corporation, held of record by the undersigned at the close of business on April 1, 2013, with all the power that the individual would possess if personally present, in accordance with the individual's instructions. Holders of Class B Exchangeable Shares of Molson Coors Canada Inc.: The individual providing voting instructions noted in the proxy/voting instruction card or via telephone or the Internet to Broadridge, hereby instructs and directs Canadian Stock Transfer Company Inc. as administrative agent for CIBC Mellon Trust Company, as Trustee, to vote or cause to be voted at the annual meeting of stockholders of Molson Coors Brewing Company to be held on May 29, 2013, all the voting rights related to the Class B exchangeable shares of Molson Coors Canada Inc. held of record by the individual at the close of business on April 1, 2013, in accordance with the individual's voting instructions. Participants in the MillerCoors LLC Savings & Investment Plan: The individual providing voting instructions noted in the proxy/voting instruction card or via telephone or the Internet to Broadridge, hereby instructs and directs Fidelity Management Trust Company, as Trustee, to vote or cause to be voted at the annual meeting of stockholders of Molson Coors Brewing Company to be held on May 29, 2013, all the voting rights related to the shares of Molson Coors Brewing Company attributed to the individuals at the close of business on April 1, 2013, in accordance with the individual's voting instructions. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE DIRECTOR NOMINEES LISTED ON THE PROXY/VOTING INSTRUCTION CARD OR THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED PURSUANT TO THE BOARD OF DIRECTORS' RECOMMENDATION. Address Changes/Comments: (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)



Potential Payments upon Termination or Change in Control		85
Voluntary Separation or Retirement		85
Involuntary Termination Without Cause		86
Termination for Cause		86
Disability/Death		86
Change in Control		87
Change in Control Program		87
Material Terms of Employment Agreements and Letters		88
Hunter Employment Agreement		88
Heede Director's Service Agreement		89
Coors Employment Agreement		89
Glendinning Employment Letter		89
PROPOSAL NO. 3 — RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		90
Fees		90
Pre-Approval Policy Regarding Independent Registered Public Accounting Firm Services		91
AUDIT COMMITTEE REPORT		92
BENEFICIAL OWNERSHIP		93
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		95
OTHER BUSINESS		95

Name	Fees Earned or Paid in Cash ($) (b)	Stock Awards ($) (c)	All Other Compensation ($) (7)	Total ($)
Francesco Bellini	100,000	100,023	20,088	220,011
John Cleghorn (1)	50,000	—	2,152	52,152
Christien Coors Ficeli	100,000	100,023	7,990	208,013
Roger Eaton (2)	58,517	100,008	3,237	161,762
Brian Goldner	100,000	100,023	6,657	206,680
Charles Herington	100,000	100,023	19,027	219,050
Franklin Hobbs	110,000	100,023	20,519	230,542
Andrew Molson (3)	175,000	100,023	8,760	283,783
Geoffrey Molson	100,000	100,023	8,760	208,783
Iain J.G. Napier	115,000	100,023	8,760	223,783
David O’Brien (4)	41,209	—	2,152	43,361
H. Sanford Riley	110,000	100,023	21,195	231,218

Name	RSUs (1)	Vested Stock Options (2)
Francesco Bellini	6,884	814
Christien Coors Ficeli	6,884	—
Roger Eaton	2,601	—
Brian Goldner	5,842	—
Charles Herington	6,884	8,000
Franklin Hobbs	6,884	8,000
Andrew Molson	6,884	—
Geoffrey Molson	6,884	—
Iain J.G. Napier	6,884	—
H. Sanford Riley	6,884	2,448
Douglas Tough	3,259	—
Louis Vachon	2,601	—

	Fiscal Year
	2012		2011
	(in thousands)
Audit Fees(1)	$	3,526	$	2,409
Audit-Related Fees(2)	354		201
Tax Fees(3)	56		68
All Other Fees(4)	6		77
Total Fees	$	3,942	$	2,755

Name of beneficial owner	Number of Class A Shares		Percent of class(1)		Number of Class B Shares(2)		Percent of class(1)
*5% Stockholders:*
Adolph Coors, Jr. Trust	5,044,534	(3)	92.50	%(3)	12,071,422	(4)	6.83	%
Pentland Securities (1981) Inc.	5,044,534	(3)	92.50	%(3)	3,449,600	(5)	1.95	%
4280661 Canada Inc.	5,044,534	(3)	92.50	%(3)	—		—
Adolph Coors Company LLC(4)	2,520,000		46.21	%	12,071,422	(4)	6.83	%
Peter H. Coors	2,000	(6)	*		13,811,836	(6)	7.77	%
Andrew T. Molson	5,095,034	(7)	93.42	%	5,785,272	(7)	3.27	%
The Vanguard Group	—		—		9,010,815	(8)	5.10	%
*Directors:*
Francesco Bellini	—		—		53,361	(9)	*
Christien Coors Ficeli	—	(10)	—		7,439	(10)	*
Roger Eaton	—		—		1,346	(11)	*
Brian D. Goldner	—		—		4,833		*
Charles M. Herington	—		—		32,370	(12)	*
Franklin W. Hobbs	—		—		35,181	(13)	*
Geoffrey E. Molson	52,032	(14)	*		2,349,426	(14)	1.33	%
Iain J.G. Napier	—		—		3,306		*
H. Sanford Riley	—		—		44,812	(15)	*
Peter Swinburn	—		—		851,640	(16)	*
Douglas D. Tough	—		—		—		—



NEO	2015 MCIP Target (as a % of Salary)	Component	Weight (%)	MCIP Multiplier (%)	MCIP Award for 2015 ($) (Paid in 2016)
Mark R. Hunter	135	MCBC Corp	100	121	1,633,500
David A. Heede¹	45	MCBC Corp	25	121	45,234
		Molson Coors Europe	50	107	80,000
		Personal Goals	25	120	47,851
		Total			173,085
Gavin D. Hattersley²	75	MCBC Corp	75	121	203,955
Gavin D. Hattersley²		Personal Goals	25	100	67,985
		Total			271,940
Peter H. Coors	120	MillerCoors	100	105	1,074,060
Samuel D. Walker	75	MCBC Corp	75	121	434,476
		Personal Goals	25	120	173,551
		Total			608,027
Stewart F. Glendinning³	75	MCBC Corp	25	121	95,885
Stewart F. Glendinning³		Molson Coors Canada	50	105	166,412
		Personal Goals	25	91	87,168
		Total			349,465

Vehicle	2011		2012		Alignment to shareholders
PUs	40	%	50	%	Considered EPS
Stock Options	40	%	20	%	Stock Price
RSUs	20	%	30	%	Stock Price

Vesting Date	Threshold			Target			Maximum Value
March 12, 2015	$	11.82		$	14.35		$	28.70
% of Award Earned	0		%	100		%	200		%



Vesting Date	Target ($)	Actual ($)	Payout (%)
March 12, 2015	14.35	11.97	19
March 4, 2016¹	12.88	11.75	85

	2012 Pre-Tax Earnings (70%) $M						2012 Revenue (30%) $M						Total
Business	Target		Actual		Payout		Target		Actual		Payout		Results
Enterprise	$	757.0	$	789.2	114	%	$	6,821.0	$	6,631.8	27	%	88.0	%
MCBC UK	GBP	58.4	GBP	40.8	0	%	GBP	868.0	GBP	797.9	0	%	0	%
MCBC Canada (1)	CAD	451.9	CAD	451.6	98	%	CAD	2,092.0	CAD	2,041.1	44	%	82.0	%

	2012 Pre-Tax Earnings (40%) $M								Volume (60%) HL				Total
Business	Target			Actual			Payout		Target	Actual	Payout		Results
MCI	$	(31.5	)	$	(33.6	)	89	%	1,677.0	1,520.8	59	%	71	%

	2012 EBITA (70%) $B						Premium Light Brand Market Share Growth(2) (30%)				Total
Business	Target		Actual		Payout		Target	Actual	Payout		Results
MillerCoors	$	1.270	$	1.290	125	%	+0.10 share points	-0.56 share points	0	%	87.7	%

NEO	2012 MCIP Target (as a % of Salary)		Unit Focus	Weight		MCIP Multiplier		MCIP Award for 2012 (Paid in 2013)
Peter Swinburn	75	%	MCBC Corp	100	%	88	%	$	709,500

Gavin Hattersley			MCBC Corp	75	%	88	%	$	148,638
	75	%(1)	Individual/ CROs	25	%	88	%	$	49,546
			Total					$	198,184

Stewart Glendinning			MCBC Corp	75	%	88	%	$	221,652
	60	%(2)	Individual/ CROs	25	%	88	%	$	73,884
			Total					$	295,536

Peter Coors	120	%	MillerCoors	100	%	87.7	%	$	894,540

Samuel Walker	60	%	MCBC Corp	75	%	88	%	$	244,569
			Individual/ CROs	25	%	106	%	$	97,827
			Total					$	342,396

NEO	Total 2012 Annual LTIP Award
Peter Swinburn	$	4,000,031
Gavin Hattersley	See special new hire awards under 2012 Additional Long-Term Incentive Recognition Awards below
Stewart Glendinning	$	1,000,031
Peter Coors	$	0
Samuel Walker	$	1,000,031
Mark Hunter	$	1,000,031

Name and Principal Position	Year	Salary ($)	Stock Awards ($)	Stock Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Non- qualified Deferred Compensation Earnings ($)	All Other Comp. ($)	Total ($)
(a)	(b)	(c)	(e)	(f)	(g)	(h)	(i)	(j)

Peter Swinburn President and CEO (1)	2012	1,075,000	3,200,024	800,007	709,500	958,174	301,867	7,044,572

	2011	1,041,667	2,400,039	1,600,005	1,260,411	919,469	364,104	7,585,695

	2010	941,667	2,310,054	1,540,007	1,895,400	690,538	384,368	7,762,034
Gavin Hattersley (1)(2) Global CFO	2012	253,913	375,055	375,011	198,184	0	106,918	1,309,081
Stewart Glendinning Global CFO and President and CEO MCBC UK (1)(3)	2012	559,728	1,100,063	200,004	295,536	90,515	147,391	2,393,237

	2011	553,419	660,013	440,003	333.036	53,143	127,963	2,167,577

	2010	533,867	708,013	472,003	638,788	70,455	155,434	2,578,560
Peter H. Coors Vice Chairman of the Board of Molson Coors (1)	2012	850,000	100,023	0	894,540	418,974	394,849	2,658,386

	2011	850,000	100,036	0	714,000	0	338,221	2,002,257

	2010	849,979	1,200,037	800,036	688,160	0	303,649	3,841,861
Samuel Walker Global Chief People and Legal Officer (1)	2012	617,598	950,031	200,004	342,396	49,703	121,973	2,281,705

	2011	612,577	600,013	400,001	368,330	0	159,515	2,140,436

	2010	598,596	600,046	400,008	715,048	0	179,838	2,493,536

Name	Executive Physical		Financial Planning		Parking Allowance		Sports Tickets		Car Allowance			Personal Travel			Product Allotment		Relocation		Global Assignment
Peter Swinburn	$	1,590	$	10,000	$	1,200	$	275	$	12,000		$	28,610		No		No		No
Gavin Hattersley	$	0	$	5,000	$	700	$	0	No			No			No		$	66,946	No
Stewart Glendinning	$	1,870	$	10,000	$	900	$	0	$	4,913	(1)	No			$	166	No		$	35,651
Peter H. Coors	$	895	$	10,000	No		$	0	No			No			No		No		No
Samuel Walker	$	1,335	$	10,000	$	1,200	$	1,078	No			No			No		No		No
Mark Hunter	$	1,534	No		No		No		$	28,316		No		(2)	$	488	No		$	94,858	(2)

Name	Relocation Tax Reimbursement		Contributions to Thrift Plans		Life Insurance Premiums		Other		Board of Director Fees
Peter Swinburn	No		$	217,687	$	30,505	No		No
Gavin Hattersley	$	15,168	$	13,354	$	5,750	No		No
Stewart Glendinning	$	7,964	$	80,349	$	5,578	No		No
Peter H. Coors	No		$	148,260	$	55,443	No		$	180,251
Samuel Walker	No		$	96,233	$	12,127	No		No
Mark Hunter	$	12,508	$	150,060	$	3,196	$	3,612	No

			Estimated Future Payouts Under Non- Equity Plan Awards			Estimated Future Payouts Under Equity Plan Awards			All Other Stock Awards: Number of Shares of Stock or	All Other Option Awards: Number of Securities Underlying	Exercise or Base Price of Option	Grant Date Fair Value of Stock and Option
Name	Grant Date	Description	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	Units (#)	Options (#)	Awards ($/Sh)	Awards ($)
(a)	(b)		(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)	(l)

Gavin Hattersley	07/02/12	RSUs #1							6,029			250,023
	07/02/12	RSUs #2							3,015			125,032
	07/02/12	Stk.Options #1								32,809	41.47	250,005
	07/02/12	Stk.Options #2								16,405	41.47	125,006
	2012	MCIP	104,325	417,300	834,600
Peter H. Coors (1)	05/30/12	Dir. RSUs							2,566			100,023
	2012	MCIP	255,000	1,020,000	2,040,000
Samuel Walker	03/01/12	RSUs							3,431			150,003
	03/12/12	RSUs							7,013			300,016
	03/12/12	Perf. Units				28,572	34,844	69,688				500,011
	03/12/12	Stk.Options								24,361	42.78	200,004
	2012	MCIP	92,640	370,559	741,118
	2012	SICP		370,559
Mark Hunter	03/12/120	RSUs							7,013			300,016
	7/02/12
	03/12/12	RSUs							7,235			300,035
	03/12/12	Perf. Units				28,572	34,844	69,688				500,011
	2012	Stk.Options								24,361	42.78	200,004
	2012	MCIP	80,620	322,481	644,962
		SICP		322,481

			Option Awards							Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares of Stock or Units that have not vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that have not vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not vested ($)
(a)	(b)	(c)	(e)		(f)	(g)	(h)		(i)	(j)
Peter	—	—	—		—	17,854	$	762,544	—	—
Swinburn	—	—	—		—	18,084	$	772,368	—	—
	—	—	—		—	28,051	$	1,198,058	—	—
	—	—	—		—	—	—		129,304	$	1,540,011
	—	—	—		—	—	—		118,431	$	1,600,003
	—	—	—		—	—	—		139,373	$	2,000,003
	50,000	—	$	37.18	03/15/15	—	—		—	—
	30,000	—	$	31.57	05/02/15	—	—		—	—
	46,000	—	$	34.57	03/16/16	—	—		—	—
	47,602	—	$	45.79	05/18/17	—	—		—	—
	23,416	—	$	57.76	05/15/18	—	—		—	—
	20,000	—	$	55.23	07/01/18	—	—		—	—
	135,659	—	$	42.02	05/14/19	—	—		—	—
	94,190	47,095	$	43.13	03/15/20	—	—		—	—
	55,211	110,421	$	44.24	03/04/21	—	—		—	—
	—	97,443	$	42.78	03/12/22	—	—		—	—
Stewart	—	—	—		—	5,472	$	233,709	—	—
Glendinning	—	—	—		—	4,973	$	212,397	—	—
	—	—	—		—	7,013	$	299,525	—	—
	—	—	—		—	7,235	$	309,007	—	—
	—	—	—		—	—	—		39,631	$	472,005
	—	—	—		—	—	—		32,569	$	440,007
	—	—	—		—	—	—		34,844	$	500,011
	20,000	—	$	30.80	07/01/15	—	—		—	—
	9,500	—	$	34.57	03/16/16	—	—		—	—
	10,794	—	$	45.79	05/18/17	—	—		—	—
	10,166	—	$	57.76	05/15/18	—	—		—	—
	44,574	—	$	42.02	05/14/19	—	—		—	—
	28,869	14,434	$	43.13	03/15/20	—	—		—	—
	15,183	30,366	$	44.24	03/04/21	—	—		—	—
	—	24,361	$	42.78	03/12/22	—	—		—	—
Gavin	—	—	—		—	3,015	$	128,771	—	—
Hattersley	—	—	—		—	6,029	$	257,499	—	—
	—	16,045	$	41.47	07/02/22	—	—		—	—
	—	32,809	$	41.47	07/02/22	—	—		—	—

		Stock Options	Stock Awards
Name	Number of Shares Acquired on Exercise	Value Realized on Exercise ($)(1)	Number of Shares Acquired on Vesting (#)(2)	Value Realized On Vesting ($)(1)
Peter Swinburn	—	—	16,659	681,853
			36,816	1,521,237
Gavin Hattersley	—	—	—	—
Stewart Glendinning	—	—	5,474	224,051
			12,097	499,848
Peter H. Coors	250,000	4,005,000	9,520	389,654
	50,000	890,770	21,038	869,290
	50,000	1,009,015
	50,000	928,860
	50,000	936,500
	50,000	846,345
Samuel Walker	20,000	174,784	4,760	194,827
			10,519	434,645

Name	Plan Name	Number of Years Credited Service (#)	Present Value of Accumulated Benefits ($)	Payments During Last Fiscal Year ($)
Peter S. Swinburn (U.K.)	Qualified Plan	33	9,731,262	384,579
Gavin Hattersley	—	—	—	—
Stewart Glendinning (U.K.)	Qualified Plan	3	548,196	—
Peter H. Coors	—	—	—	—
Samuel Walker	—	—	—	—
Mark Hunter (U.K.)	Qualified Plan	19	5,102,116	—



Name	Plan Name	Number of Years Credited Service (#)	Present Value of Accumulated Benefits ($)	Payments During Last Fiscal Year ($)
Mark R. Hunter	U.K. Pension Plan	19	6,085,272	—
David A. Heede	U.K. Pension Plan	24	4,318,388	—
Gavin D. Hattersley	—	—	—	—
Peter H. Coors	—	—	—	—
Samuel D. Walker	—	—	—	—
Stewart F. Glendinning	U.K. Pension Plan	3	662,491	—

		Executive Contributions in Last Fiscal Year	Company Contributions in Last Fiscal Year	Aggregate Earnings in Last Fiscal Year		Aggregate Withdrawals/ Distributions	Aggregate Balance at Last Fiscal Year-End
Name	Plan	(a) ($)	(b) ($)	(c) ($)		(d) ($)	(e) ($)
Peter Swinburn	Supplemental Thrift	—	187,687	91,447		—	800,179
Gavin Hattersley	Supplemental Thrift	—	—	—		—	—
Stewart Glendinning	Supplemental Thrift	—	57,849	28,169		—	277,560
Peter H. Coors	Supplemental Thrift	—	118,260	45,514		—	544,546
	Indiv. Def. Comp. Plan	—	—	337,459		—	8,773,939
	Deferred RSUs	—	—	36,000		—	3,416,800
Samuel Walker	Supplemental Thrift	—	66,233	49,703		—	419,340
Mark Hunter	Individual EFRBS	—	150,060	(45	)	—	355,019



Name	Plan	Executive Contributions in Last Fiscal Year-End ($)	Company Contributions in Last Fiscal Year-End¹ ($)	Aggregate Earnings in Last Fiscal Year-End² ($)		Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last Fiscal Year-End ($)
Mark R. Hunter	Individual EFRBS	—	152,384	17,589		—	1,014,113
David A. Heede	Individual EFRBS	—	92,046	8,856		—	613,151
Gavin D. Hattersley	Supplemental Thrift Plan	—	84,925	(1,774	)	—	195,702
Peter H. Coors	Supplemental Thrift Plan	—	134,811	(58,905	)	—	904,745
	IDCP	—	—	379,596		—	9,869,488
	Deferred RSUs	—	—	1,683,200		—	7,513,600
Samuel D. Walker	Supplemental Thrift Plan	—	99,924	12,733		—	838,377
Stewart F. Glendinning	DC SERP and Unregistered DC Plan	—	48,504	6,623		—	509,985

Name	Plan	Reported for 2012 ($)	Previously Reported for 2011 ($)	Previously Reported for 2010 ($)	Total ($)
Peter Swinburn	Supplemental Thrift	279,134	242,286	251,700	773,120
Gavin Hattersley (1)	Supplemental Thrift	—	n/a	n/a	—
Stewart Glendinning	Supplemental Thrift	86,018	85,249	95,532	266,799
Peter H. Coors	Supplemental Thrift	163,774	116,384	124,563	404,721
	Indiv. Def. Comp. Plan	337,459	—	—	337,459
	Deferred RSUs	36,000	—	—	36,000
Samuel Walker	Supplemental Thrift	115,937	97,436	110,815	324,188
Mark Hunter (2)	Individual EFRBS	150,015	n/a	n/a	n/a

Name	Severance Payments ($)	Benefits and Perquisites ($)	Acceleration of Vesting of Stock Options ($)	Acceleration of Vesting of Restricted Stock/Performance Units ($)	Pension Enhancements ($)
Peter Swinburn	2,150,000	68,947	—	—	—
Gavin Hattersley	500,000	—	—	—	—
Stewart Glendinning	559,728	27,375	—	—	—
Peter H. Coors	5,610,000	637,500	—	76,008	—
Samuel Walker	500,000	—	—	—	—
Mark Hunter	537,469	22,296	—	—	—


2	Includes amounts related to pension plan audits, royalty audits, recycling audits and donation fund audits performed in Canada for fiscal years 2015 and 2014, as well as fees related to correspondence with the SEC in 2015 and 2014.


3	Fees consist of U.K. tax compliance work and other tax services performed for fiscal years 2015 and 2014.


4	Fees incurred for assistance provided on business process improvements in Canada in 2014, as well as special tax, accounting and compensation projects and for subscriptions provided by PwC in 2015 and 2014.


5	Fees were translated using the USD exchange rates prevailing when the fees were incurred and billed.