Carlsberg A/S — M&A Activity 2012

May 31, 2012

Carlsberg A/S 100 Ny Carlsberg Vej 1799 Copenhagen V CVR.no. 61056416

Company announcement 11/2012

31 May 2012

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Voluntary offer to minority shareholders of Baltika Breweries

On 15 May 2012, the Carlsberg Group announced through its fully-owned subsidiary Baltic Beverages Holding Aktiebolag that it had filed the voluntary offer to minority shareholders in Baltika Breweries with the Russian Federal Financial Markets Service. Today, this voluntary offer has been submitted to Baltika Breweries.

The Carlsberg Group has been involved in and committed to the Russian beer market for many years through its shareholding in Baltika Breweries – a company well known for its high-quality brands, products and people. By achieving 100% ownership of Baltika Breweries, the Carlsberg Group can fully integrate Baltika Breweries into the Carlsberg Group and this will speed up the implementation of decisions and also allow Baltika Breweries to become fully integrated into the back-end operations of the Carlsberg Group which have been accelerated recently. This will benefit Baltika Breweries as a company, its brands, its employees and the society in which Baltika Breweries operates. Those benefits can only be achieved if the Carlsberg Group has full ownership.

The acquisition price set in the voluntary offer is RUB 1,550 per share. This offer corresponds to:

• A premium of 26% to the share price at the MICEX Stock Exchange the day prior to 20 February 2012 when the Carlsberg Group made its intentions public.
• A premium of 31% to the weighted average share price at the MICEX Stock Exchange during the 6-month period immediately preceding 20 February 2012.
• A premium to the share price of the share buy-back performed in 2011 when the price was set at RUB 1,407 for ordinary shares and RUB 1,286 for preference shares.

The voluntary offer is open for acceptance from 1 June until 9 August 2012 (both days inclusive). The voluntary offer is conditional upon the Carlsberg Group increasing its ownership to more than 95%.

Further details of the voluntary offer will be available on www.carlsberggroup.com.

This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell Baltika Breweries' securities.

Contacts:

Investor Relations:	Peter Kondrup +45 3327 1221
Media Relations:	Jens Bekke	+45 3327 1412	Ben Morton	+45 3327 1417

The Carlsberg Group is one of the leading brewery groups in the world, with a large portfolio of beer and other beverage brands. Our flagship brand – Carlsberg – is one of the best-known beer brands in the world and the Baltika, Carlsberg, and Tuborg brands are among the eight biggest brands in Europe. More than 41,000 people work for the Carlsberg Group, and our products are sold in more than 150 markets. In 2011, the Carlsberg Group sold more than 115 million hectolitres of beer, which is about 34 billion bottles of beer.

Find out more at www.carlsberggroup.com.