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Carlsberg A/S M&A Activity 2007

Dec 10, 2007

3355_iss_2007-12-10_35116e12-ad72-4fd7-b7b1-11dc2a87b919.pdf

M&A Activity

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Carlsberg A/S 100 Ny Carlsberg Vej DK-1760 Copenhagen V

Tel +45 33 27 33 00 VAT no: 25 50 83 43 export VAT no:11 91 29 23

COMPANY ANNOUNCEMENT 23/2007

10 DECEMBER 2007 PAGE 1 OF 2

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION

CARLSBERG A/S ("CARLSBERG") AND HEINEKEN N.V. ("HEINEKEN")

Carlsberg and Heineken (the "Consortium") notes recent media reports and confirms that, whilst it has no plans to raise its proposal above 750 pence, it wishes to re-confirm that it reserves the right to increase its proposal should it so decide. The Consortium reiterates that its proposal to acquire Scottish & Newcastle plc ("S&N") for 750 pence per share in cash delivers full and fair value and is at a level substantially in excess of the standalone independent value of S&N.

The Consortium continues to seek engagement with the board of S&N to convert the proposal into a firm offer. Whilst the Consortium retains the right to improve its proposal, there can be no certainty that it will do so, or that any offer will be made.

This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.5 of the Code.

Enquiries

Public relations advisers to the Consortium

James Leviton Guy Lamming

Finsbury Group Tel: +44 20 7251 3801

Carlsberg:

Jens Peter Skaarup (Danish Media) Tel: +45 3327 1417 Mikael Bo Larsen (Investor Relations) Tel: +45 3327 1223

Financial adviser and Corporate Broker to the Consortium and to Carlsberg

Lehman Brothers Tel: +44 20 7102 1000 Adrian Fisk Henry Phillips Ed Matthews (Corporate Broking)

Financial adviser and Corporate Broker to the Consortium and to Heineken

Credit Suisse Tel: +44 20 7888 8888 Bertrand Facon Stuart Upcraft James Leigh Pemberton (Corporate Broking)

Lehman Brothers Europe Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser and corporate broker to the Consortium and Carlsberg and no one else in connection with the possible offer referred to in this announcement and will not be responsible to anyone other than the Consortium and Carlsberg for providing the protections afforded to clients of Lehman Brothers Europe Limited nor for providing advice in relation to this announcement or any matter referred to herein.

Credit Suisse, which is authorised and regulated by the Financial Services Authority, is acting exclusively for the Consortium and Heineken and no one else in connection with the possible offer and will not be responsible to anyone other than the Consortium and Heineken for providing the protections afforded to clients of Credit Suisse nor for providing advice in relation to this announcement or any matter referred to herein.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of S&N plc, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of S&N plc, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of S&N plc by Carlsberg or Heineken or S&N, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.

This announcement is not intended to and does not constitute or form part of an offer or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction.