116770 Project Obelix Pt1.qxp - Carlsberg Group

BASE PROSPECTUS SUPPLEMENTIf at any time the Issuer shall be required to prepare a prospectus supplement pursuant to Article 13 of theLuxembourg Act dated 10 July 2005 relating to prospectuses for securities, the Issuer will prepare and makeavailable an appropriate supplement to this Base Prospectus which, in respect of any subsequent issue of Notesto be listed on the Official List and admitted to trading on the Luxembourg Stock Exchange’s regulated market,shall constitute a base prospectus supplement as required by Article 13 of the Luxembourg Act dated 10 July2005 relating to prospectuses for securities.SNA12 - 7.5The Issuer has given an undertaking to the Dealers that if at any time during the duration of the Programmethere is a significant new factor, material mistake or inaccuracy relating to information contained in this BaseProspectus which is capable of affecting the assessment of any Notes and whose inclusion in or removal fromthis Base Prospectus is necessary for the purpose of allowing an investor to make an informed assessment ofthe assets and liabilities, financial position, profits and losses and prospects of the Issuer, and the rightsattaching to the Notes, the Issuer shall prepare a supplement to this Base Prospectus or publish a replacementBase Prospectus for use in connection with any subsequent offering of the Notes and shall supply to eachDealer such number of copies of such supplement hereto as such Dealer may reasonably request.iii

TABLE OF CONTENTSPageRISK FACTORS................................................................................................................................ 1GENERAL DESCRIPTION OF THE PROGRAMME .................................................................... 14TERMS AND CONDITIONS OF THE NOTES .............................................................................. 19SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM....... 43USE OF PROCEEDS ........................................................................................................................ 49CARLSBERG BREWERIES A/S..................................................................................................... 50TAXATION........................................................................................................................................ 71SUBSCRIPTION AND SALE .......................................................................................................... 73FORM OF FINAL TERMS............................................................................................................... 75GENERAL INFORMATION ............................................................................................................ 88INDEX TO FINANCIAL STATEMENTS ........................................................................................ F-2

RISK FACTORSThe Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes issuedunder the Programme. All of these factors are contingencies which may or may not occur and the Issuer is notin a position to express a view on the likelihood of any such contingency occurring.RDA9 - 3.1Factors which the Issuer believes may be material for the purpose of assessing the market risks associated withNotes issued under the Programme are also described below.The Issuer believes that the factors described below represent the principal risks inherent in investing in Notesissued under the Programme. The inability of the Issuer to pay interest, principal or other amounts on or inconnection with any Notes may occur for other reasons and the Issuer does not represent that the statementsbelow regarding the risks of holding any Notes are exhaustive. Prospective investors should also read thedetailed information set out elsewhere in this Base Prospectus (including any documents incorporated byreference herein) and reach their own views prior to making any investment decision.Risks Related to the Group’s IndustryThe Group is exposed to the risks of an economic downturn or recession and falls in per capita income, which couldadversely affect the demand for its productsThe Group is exposed to the risks of an economic downturn or recession either globally or in one or more ofits key markets.Beer and soft drink consumption in emerging and growth markets is linked to general economic conditions,tending to rise in such markets during periods of increasing per capita income and to fall during periods ofdeclining per capita income. In addition to moving in line with changes in per capita income, beer consumptionalso increases or decreases in accordance with changes in disposable income, particularly in the emergingmarkets in which the Group operates. A decrease in disposable income resulting from an increase in incometaxes, the cost of living, or other factors adversely affecting demand for beer and soft drinks, could have amaterial adverse effect on the Group’s business, results of operations, cash flows or financial condition.There are a variety of factors relating to consumer preferences that may cause lower demand for the Group’sproducts, which could have a material adverse effect on the Group’s business, results of operations, cash flows orfinancial conditionThe beverage industry is highly competitive, and the beer segment in particular faces strong competition fromalternative beverages. Consumer demand for beer and soft drinks depends on a variety of factors, includingchanges in demographic and social trends, health perceptions, the introduction of alternative spendingopportunities and downturns in economic conditions. These factors may reduce consumers’ willingness topurchase beer products and soft drinks and may lead to the consumption of substitute products. Reducedconsumption of beer and, to a lesser extent, soft drinks in any of the Group’s key markets could have a materialadverse effect on the Group’s business, results of operations, cash flows or financial condition.Changes in existing regulations, increased regulation or failure to comply with existing licensing, trade and otherregulations could have a material adverse effect on the Group’s business, results of operations, cash flows orfinancial conditionThe Group’s brewing, bottling, marketing, sales and distribution operations are subject to regulation in thecountries in which it operates regarding such matters as licensing requirements, trade and pricing practices(including grey market imports and parallel pricing), labelling, advertising, promotion and marketing practices,relationships with distributors, environmental, tax, labour and other matters. Failure to comply with these lawsand regulations could result in the loss, revocation or suspension of the Group’s licenses, permits or approvals.1

In addition, changes in any of these or any other laws or regulations could have a material adverse effect on theGroup’s business, results of operations, cash flows or financial condition. There can be no assurance that theGroup will not incur material costs or liabilities in connection with its compliance with current applicableregulatory requirements or that such regulations will not interfere with, restrict or affect the Group’s business.The level of regulation to which the Group is subject can be affected by changes in public perception of beerand soft drink consumption. Additional governmental regulations, taxes, excise duties, restrictions onadvertising or otherwise, in any of the countries in which the Group operates could require the Group toincrease prices, possibly resulting in a decrease in the Group’s sales or the erosion of the Group’s margins, eachof which could have a material adverse effect on the Group’s business, results of operations, cash flows orfinancial condition.Cost increases and shortages of raw materials and packaging could have a material adverse effect on the Group’sbusiness, results of operations, cash flows or financial conditionManagement cannot predict future availability or prices of the raw materials (such as malt and hops) andpackaging materials (which include mainly aluminium cans, glass and PET bottles, labels, plastic crates andcardboard products) required for the Group’s production. The prices of raw materials and packaging canfluctuate widely and are determined by the relative strengths of suppliers (which may be increased byconsolidation among suppliers, reducing supply alternatives for the Group), global supply and demand andother factors, including changes in exchange rates, energy prices, global crop production, governmentregulations and legislation affecting agriculture, factors over which the Group has no control. A substantialincrease in the prices of these materials (in particular if such incremental amounts cannot be passed on to thecustomer), a lack of availability of materials or a prolonged interruption in their supply, could have a materialadverse effect on the Group’s business, results of operations, cash flows or financial condition.In particular, the supply and price of raw materials used to produce the Group’s products can be affected by anumber of factors beyond the Group’s control, including frosts, droughts and other adverse weather conditions,economic factors affecting growth decisions, various plant diseases and pests.Furthermore, the Group’s operations require access to significant amounts of water. Any sustained interruptionin water supplies (as a result of drought or general water shortage) to the Group or any significant increase inwater prices could have a material adverse effect on the Group’s business, results of operations, cash flows orfinancial condition.A significant increase in the cost of energy could affect the Group’s profitabilityEnergy prices, including the price of oil, natural gas, gasoline and diesel fuel, are cost drivers for the Group’sbusiness. Sustained high energy prices could negatively impact the Group’s operating results and demand forthe Group’s products. Recently, the Group has experienced significant fluctuations in energy costs. Increasesin energy costs would result in higher transportation, freight and other operating costs. The Group’s futureoperating expenses and margins will be dependent upon its ability to manage the impact of cost increases.There can be no assurance that the Group will be able to pass increased energy costs to its customers throughincreased prices, and the inability to do so could have a material adverse effect on the Group’s business, resultsof operations, cash flows or financial condition.The Group’s business, results of operations, cash flows or financial condition could be affected by increased exciseduties and tax costsVarious legislative authorities in those countries in which the Group operates from time to time considerproposals to impose additional excise and other taxes on the production and sale of alcoholic beverages,including beer and soft drinks. Changes in such duties applicable to the Group’s products affect the prices at2

which they are sold, resulting in changes in demand for its products. Increases in the levels of excise and othertax (either on an absolute basis or relative to the levels applicable to other alcoholic beverages) could have asignificant adverse impact on sales volumes. In addition, there can be no assurance that the operations of theGroup’s breweries and other facilities will not become subject to increased excise duties and taxation by local,national or foreign authorities. Changes in corporate income tax rates or regulations on repatriation ofdividends and capital could have a material adverse effect on the Group’s business, results of operations, cashflows or financial condition.Seasonal consumption cycles and adverse weather conditions may result in fluctuations in demand for the Group’sproducts, adversely affecting the Group’s business, results of operations, cash flows and financial conditionSeasonal consumption cycles and adverse weather conditions in the markets in which the Group operates mayresult in fluctuations in demand for the Group’s products. Accordingly, demand for beer is normally moredepressed in the Group’s major markets during the first three months of each year. As a result, the Group’sconsolidated net revenue is normally lower during these months. Moreover, exceptionally cold summertemperatures or hot summer temperatures in certain key markets of the Group, particularly in Western andEastern Europe, may have a temporary negative impact on the demand for the Group’s products as consumerssubstitute beer with alternative beverages, contributing to lower sales of beer and, therefore, could have amaterial adverse effect on the Group’s business, results of operations, cash flows and financial condition.The Group is exposed to the risk of litigationCompanies in the beverage industry are, from time to time, exposed to class action or other litigation relatingto alcohol advertising, alcohol abuse programs or health consequences from the excessive consumption ofalcohol or soft drinks. Increasing legislation increases the risk of non-compliance while more regulatorysupervision and the growing claim culture potentially increase the impact of any non-compliance. If any ofthese types of litigation result in fines, damages or reputational damage, it could have a material adverse effecton the Group’s business, results of operations, cash flows or financial condition.Negative publicity may adversely affect companies in the beverage industryNegative publicity regarding alcohol or soft drink consumption, publication of studies that indicate asignificant health risk from consumption of alcohol or soft drinks, or changes in consumer perceptions inrelation to beer or soft drinks generally could adversely affect the sale and consumption of the Group’s productsand could harm the Group’s business, results of operations, cash flows or financial condition as consumers andcustomers change their purchasing patterns.Competition in the beverage industry may lead to a reduction in margins and may affect the Group’s profitabilityAlthough the Group has a leading position in the beer market in a number of its key markets, the Group issubject to competition from existing competitors and new entrants, as well as from substitute beverages, andmay be affected by further consolidation in the sector. There can be no assurance that significant increases inadvertising and promotion costs, loss of sales volume, price discounting or a combination of these and otherfactors that may occur as a result of increased competition would not have a material adverse effect on theGroup’s business, results of operations, cash flows or financial condition.The Group’s ability to borrow from banks or in the capital markets may be materially adversely affected by afinancial crisis in a particular geographic region, industry or economic sectorThe Group’s ability to borrow from banks or in the capital markets to meet its financial requirements isdependent on normal market conditions. Financial crises in particular geographic regions, industries oreconomic sectors have, in the recent past, led and could in the future lead to sharp declines in the currencies,3

stock markets and other asset prices in those geographic regions, industries or economic sectors, in turnthreatening affected financial systems and economies.During 2008, global credit markets have tightened significantly, initially prompted by concerns over the UnitedStates sub-prime mortgage crisis and the valuation and liquidity of mortgage-backed securities and otherfinancial instruments, such as asset-backed commercial paper, and later spreading to various other areas. Thishas resulted in the failure and/or the nationalisation of several large financial institutions in the United States,the United Kingdom and other countries. Additionally, credit risks may continue to be larger and morepervasive than previously thought. The functioning of financial markets has also become increasingly impairedand financial volatility has increased substantially.This market slowdown may adversely impact the Group’s ability to borrow from banks or in the capital marketsand may significantly increase the costs of such borrowing. If sufficient sources of financing are not availablein the future for these or other reasons, the Group may be unable to meet its financial requirements, whichcould materially and adversely affect its business, results of operations, cash flows or financial condition.Significant costs can be incurred by companies in the beverage industry as a result of compliance with and violationsor liabilities under environmental lawsThe Group’s operations are subject to various laws and regulations relating to the protection of theenvironment, including those governing the recycling of cans and bottles, the discharge of pollutants into theair and water, the management and disposal of hazardous substances and waste, and the cleanup ofcontamination. Potentially significant expenditures could be required as a result of violations of, or liabilitiesunder, environmental laws or non-compliance with the environmental permits required at its productionfacilities or in order to comply with environmental laws that may be adopted or imposed in the future and therecan be no assurance that the Group will not incur any environmental liability in the future. Any of the foregoingcould have a material adverse effect on the Group’s business, results of operations, cash flows or financialcondition.If any of the Group’s products contain contaminants, the Group may be subject to product recalls or other liabilitieswhich could cause the Group to incur significant additional costs on a consolidated basis and suffer damage to itsreputationA risk of contamination exists at each stage of the production cycle, including the production and delivery ofraw materials, the brewing and packaging of beer, the stocking and delivery of beer to distributors and retailers,and the storage and shelving of products at the points of final sale. Management believes that it takesreasonable precautions to ensure that the Group’s beverage products are free of contaminants. In the event thatcontamination occurs, it may lead to business interruption, product recalls or liabilities, any of which couldhave a material adverse effect on the Group’s business, results of operations, cash flows or financial conditionand on the Group’s reputation and prospects.4

Risks Related to the Group’s BusinessThe Group may be adversely affected by a rouble devaluation or other changes in exchange ratesThe Issuer publishes its consolidated financial statements in Danish kroner. A substantial portion of theGroup’s assets, liabilities, revenues and costs are denominated in currencies other than the Danish kroner,particularly Russian roubles, Euros, British pounds sterling, Swiss francs, Swedish kroner and Norwegiankroner. As a result, the Group is exposed in particular to fluctuations in the values of these currencies. Thesecurrency fluctuations can have a significant impact on the Group’s business, results of operations, cash flowsor financial condition.In particular, the Group derives a substantial part of its revenue streams from Baltika Brewery in Russia. In theevent that a continuing or worsening economic downturn in Russia resulted in a significant devaluation of theRussian rouble, this would have a corresponding material adverse effect on the Group’s business, results ofoperations, cash flows or financial condition.The operational integration of the assets acquired from Scottish & Newcastle plc involves costs and uncertaintiesand may not be successfulThe Carlsberg Group’s acquisition of assets from Scottish & Newcastle plc in 2008 substantially increased thesize of the Group’s operations and required the Group to integrate within the organization a number ofbusinesses that the Group did not previously operate and others that it did not fully control. Managementbelieves synergies and cost savings through integrating the acquired businesses with the existing business haveor will be achieved in line with its strategy, but the Group may still encounter difficulties with this process,which may be exacerbated when integrating companies in different countries, or may fail to realise theexpected synergies. Moreover, realizing the expected synergies may take longer than expected. In the event thatthe operational integration of the acquired assets is not successful, or is less successful than anticipated, thiscould have a material adverse effect on the Group’s business, results of operations, cash flows or financialcondition.The Group derives a significant proportion of consolidated earnings and cash flow from two key markets: Northern& Western Europe and RussiaIf sales of the Group’s products in Northern & Western Europe significantly decreased, whether as a result ofnew and increased competition in Northern & Western Europe or other factors (including economic downturnor recession in these markets, negative consumer trends towards consumption of beer and soft drinks,fluctuations in exchange rates and the introduction of new laws, regulations, taxes or duties) it could have amaterial adverse effect on the Group’s business, results of operations, cash flows or financial condition.Should market conditions in Russia continue to deteriorate affecting Baltika Brewery, or should BaltikaBrewery fail to maintain its current market share or profitability, this could have a material adverse effect onthe Group’s business, results of operations, cash flows or financial condition.The Group operates in several emerging and growth markets, which exposes it to political and economic risks inthese marketsThe Group has significant operations in emerging and growth markets, some of which provide a material partof its consolidated net revenue, including Russia, and certain emerging Eastern European markets.The Group’s operations in these markets are subject to risks including potential political and economicinstability, application of exchange controls, nationalization or expropriation, terrorism, crime and lack of lawenforcement, political insurrection, external interference, labour unrest, currency fluctuations, inflation,5

economic recession and changes in government policy. Exposure to these risks has increased as a result of theGroup’s strategy to seek growth in emerging and growth markets.Moreover, these economies may not grow in the manner envisaged at the time the Group entered the market,and may suffer from recession, high rates of inflation and real currency devaluation. Such factors could causeinterruptions to the Group’s operations, increase the costs of operating in those countries, adversely affectdemand for the Group’s products or the prices customers are willing to pay or limit the ability of the Group torepatriate profits from those countries, all of which could have a material adverse effect on the Group’sbusiness, results of operations, cash flows or financial condition.Negative publicity may harm the Group’s businessCompanies in the beverage industry are, from time to time, adversely affected by negative publicity. See “RisksRelated to the Group’s Industry – Negative publicity may adversely affect companies in the beverage industry”.The Carlsberg brand and other key brand names are used by the Issuer, the Group, subsidiaries of the Group,certain joint ventures and companies over which the Issuer does not have control and are licensed orsub-licensed to third-party brewers. To the extent that the Issuer, one of the Group’s subsidiaries, joint venturesor licensees, or any of their brands, are subject to negative publicity which causes consumers and customers tochange their purchasing patterns, it could have a material adverse effect on the Group’s business, results ofoperations, cash flows or financial condition. The risk of negative publicity increases as the Group continuesto expand its operations into emerging and growth markets that are often characterised by different cultures andstandards, for instance with regard to environmental and social matters such as labour rights and local workconditions.The Group is subject to competition regulations in certain jurisdictions in which it has a leading market shareIn many of the countries in which the Group operates, it has a leading position in the local beer market, whichmeans that future expansion through the acquisition of other businesses in the local market may be restrictedor prevented and where the Group has a strong leadership position, controls may be imposed to restrict itsactivities and prevent any possible abuse of such position. There can be no assurance that, were new or furthercompetition regulations to be introduced into these markets, they would not have a material adverse effect onthe Group’s business, results of operations, cash flows or financial condition.The Group is exposed to the risk of increased interest ratesA substantial proportion of the Group’s gross debt is at floating interest rates. Accordingly, the Group hassignificant exposure to changes in interest rates. An increase in interest rates could have a material adverseeffect on the Group’s business, results of operations, cash flows or financial condition.Information technology failures could disrupt the Group’s operations and could have a material adverse effect on theGroup’s business, results of operations, cash flows or financial conditionThe Group depends on information technology to enable it to operate efficiently and interface with customers,as well as maintain in-house management and control and minimise costs. The Group is dependent on threestrategic partners for its information technology systems. As with all large systems, the Group’s informationsystems may be vulnerable to a variety of interruptions due to events beyond its control, including, but notlimited to, natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers, andother security issues. IT related operational disruption or security failures therefore expose the Group to asignificant level of operational, reputational and financial loss risk, which could have a material adverse effecton the Group’s business, results of operations, cash flows or financial condition.6

The Group’s operating results may be affected by economic and regulatory changes that have an adverse impact onthe real estate market in general, and there can be no assurances that the Group will realise a return on its real estateproperty projectsThe Group’s operating results are subject to risks generally incident to the ownership, development and sale ofreal estate, including: changes in general economic or local conditions; changes in supply of or demand forsimilar or competing properties in an area; changes in interest rates and availability of debt financing that mayrender the sale of a property difficult or unattractive; changes in tax, real estate, environmental and zoning laws(primarily in relation to converting former brewery sites into residential and commercial developments); andperiods of high interest rates and limited money supply. These and other reasons may prevent the Group fromrealising a return on its real estate property projects, which could have a material adverse effect on the Group’sbusiness, results of operations, cash flows or financial condition.Reliance on key third-parties could have a material adverse effect on the Group’s business, results of operations,cash flows or financial conditionThe Group relies on a limited number of key third-party suppliers, including third-party suppliers for a rangeof raw materials for beer and soft drinks, and for packaging material, including aluminium cans, glass and PETbottles and kegs. The Group seeks to limit its exposure to market fluctuations in these supplies through enteringinto medium- and long-term fixed-price arrangements. Consolidation of suppliers, the termination ofarrangements with certain key suppliers or the failure of a key supplier to meet its contractual obligationswould require the Group to make purchases from alternative suppliers, in each case at potentially higher pricesthan those agreed with this supplier, and this could have a material impact on the Group’s business, results ofoperations, cash flows or financial condition.The Group also relies on bottling agreements with third parties. The loss of such licenses could have a materialadverse effect on the Group’s business, results of operations, cash flows or financial condition.The Group’s substantial dependence on third-party retailers and wholesalers for the distribution of its products couldlower the Group’s net revenue and reduce its competitivenessThe Group sells its products directly to retailers, including supermarkets, specialized beer or alcoholicbeverage stores, pubs and restaurants, as well as to wholesalers for resale to retail outlets. Although in certainjurisdictions the Group owns some of these wholesalers, sales to third-party retailers and wholesalers (some ofwhom have significant market share and negotiating power) represent a significant portion of the Group’sconsolidated revenues. For instance, the Group relies primarily on third-parties to effect distribution in France.If third-party wholesalers and retailers give higher priority to other brands, purchase less of the Group’sproducts or at lower prices, or devote inadequate promotional support to the Group’s products, it could have amaterial adverse effect on the Group’s business, results of operations, cash flows or financial condition. TheGroup is subject to credit risk in relation to certain customers and wholesalers. The Group provides credit tocertain of its customers and wholesalers. These credit arrangements may include financing of all or a portionof the purchase price for the Group’s products. The credit period is dependent on local practice and thecreditworthiness of the customer or wholesaler. Any failure by these customers or wholesalers to dischargeadequately their obligations on a timely basis or any event adversely affecting these third parties could have amaterial adverse effect on the Group’s business, results of operations, cash flows or financial condition.Consolidation among the Group’s customers and wholesalers also exposes the Group to increasedconcentration of third-party credit risk. Although the Group is not dependent on any single customer orwholesaler, the loss of, or a significant reduction in, business from one or more of the Group’s major customersor wholesalers could have a material adverse effect on the Group’s business, results of operations, cash flowsor financial condition.7

The Group’s inability to recruit sufficient qualified personnel or loss of the Group’s management team or keypersonnel could negatively impact the GroupCertain aspects of the Group’s business depend upon highly-skilled employees. The Group devotesconsiderable resources to recruiting and developing such individuals and encouraging such individuals toremain employed by the Group. While management believes that it has been successful in securing the loyaltyof its key employees, it is possible that, in the future, the Group may experience personnel changes and mayhave difficulty attracting and retaining sufficient numbers of skilled employees. In addition, the Group ismanaged by a relatively small number of senior management and key personnel, many of whom have extensiveknowledge and experience with the Group’s business, products and services and would be costly and possiblydifficult to replace. The Group’s inability to recruit sufficient qualified personnel or any loss or interruption ofthe services of the Group’s management team or key personnel, could have a material adverse effect on theGroup’s business, results of operations, cash flows or financial condition.The Group may not be able to protect its intellectual property rights, and any failure to protect the Group’sintellectual property rights or any claims that the Group is infringing upon the rights of others may adversely affectthe GroupThe Group’s future success depends significantly on its ability to protect its current and future brands andproducts and to defend its intellectual property rights. The Group has been granted numerous trademarkregistrations covering its brands and products and has filed, and expects to continue to file on a timely basis,trademark and patent applications seeking to protect newly-developed brands and products. The Group cannotbe sure that trademark and patent registrations will be issued with respect to any of its applications, or that onceissued these registrations will not be challenged or circumvented by competitors. Moreover, some of thecountries in which the Group operates offer less intellectual property protection than is available in Europe.An event, or a series of events, that materially damages the reputation of one or more of the Group’s brandscould have an adverse effect on the value of that brand and subsequent revenues from that brand or business,which could have a material adverse effect on the Group’s business, results of operations, cash flows orfinancial condition.Pricing pressure and grey market imports or parallel imports may negatively impact the Group’s results of operationsAs a result of differential margins and rates of duty levied on beer and other beverages in individual countries,cross-border imports are a factor affecting both the volume of beer and other beverages purchased in certaincountries and the price of beer and other beverages which the market can support in those countries. This effectis particularly noticeable among Nordic countries, between the United Kingdom and France, across certainAsian countries and into and out of Germany. Pricing pressure resulting from grey market imports or parallelimports may lead to a reduction in margins and could have a material adverse effect on the Group’s business,results of operations, cash flows or financial condition.Lack of full control of key operations subjects the Group to business decisions of third-party part-ownersReflecting the historical development of the Group, and in part, the Group’s aim to either retain theinvolvement of local business groups and/or to mitigate the risk of entering new markets, the Group ownscontrolling interests in some main operations while others are owned in partnership with other third-partybrewers or investors in which the Group has a 50 per cent. interest or less. Disagreements with joint venturepartners have previously resulted in the termination of agreements and led to litigation and arbitration. Theshareholder approval requirements of a joint venture may also limit the Group’s flexibility. In addition, undercertain circumstances, the Group and its joint venture partners may elect to unwind operations or buy out theinterests of one another, which could be costly and disruptive to the Group’s business. Any of the above couldhave a material adverse effect on the Group’s business, results of operations, cash flows or financial condition.8

Labour disputes may cause work stoppages, strikes and disruptionsThe success of the Group depends upon maintaining good relations with its workforce. Restructurings to lowerproduction costs, improve efficiency, exploit synergies and cope with the demands of a changing market couldharm the Group’s employee relations and result in labour disputes, including work stoppages, strikes anddisruptions, which could have a material adverse effect on the Group’s business, results of operations, cashflows or financial condition.Factors which are material for the purpose of assessing the market risks associated with Notes issuedunder the ProgrammeSNA13 – 2SNA12 – 2Notes may not be a suitable investment for all investorsEach potential investor in any Notes must determine the suitability of that investment in light of its owncircumstances. In particular, each potential investor should:(i)(ii)(iii)(iv)(v)have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, themerits and risks of investing in the relevant Notes and the information contained or incorporated byreference in this Base Prospectus or any applicable supplement;have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particularfinancial situation, an investment in the relevant Notes and the impact such investment will have on itsoverall investment portfolio;have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevantNotes, including where principal or interest is payable in one or more currencies, or where the currencyfor principal or interest payments is different from the potential investor’s currency;understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevantindices and financial markets; andbe able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,interest rate and other factors that may affect its investment and its ability to bear the applicable risks.Some Notes are complex financial instruments and such instruments may be purchased as a way to reduce riskor enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. Apotential investor should not invest in Notes which are complex financial instruments unless it has the expertise(either alone or with the help of a financial adviser) to evaluate how the Notes will perform under changingconditions, the resulting effects on the value of such Notes and the impact this investment will have on thepotential investor’s overall investment portfolio.Risks related to the structure of a particular issue of NotesA wide range of Notes may be issued under the Programme. A number of these Notes may have features whichcontain particular risks for potential investors. Set out below is a description of certain such features:Notes subject to optional redemption by the IssuerAn optional redemption feature is likely to limit the market value of Notes. During any period when the Issuermay elect to redeem Notes, the market value of those Notes generally will not rise substantially above the priceat which they can be redeemed. This also may be true prior to any redemption period.The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on theNotes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an9

effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so ata significantly lower rate. Potential investors should consider reinvestment risk in light of other investmentsavailable at that time.Index Linked Notes and Dual Currency NotesThe Issuer may issue Notes with principal or interest determined by reference to an index or formula, tochanges in the prices of securities or commodities, to movements in currency exchange rates or other factors(each, a “Relevant Factor”). In addition, the Issuer may issue Notes with principal or interest payable in one ormore currencies which may be different from the currency in which the Notes are denominated. Potentialinvestors should be aware that:(i)(ii)(iii)(iv)(v)(vi)(vii)the market price of such Notes may be volatile;they may receive no interest;payment of principal or interest may occur at a different time or in a different currency than expected;the amount of principal payable at redemption may be less than the nominal amount of such Notes oreven zero;a Relevant Factor may be subject to significant fluctuations that may not correlate with changes ininterest rates, currencies or other indices;if a Relevant Factor is applied to Notes in conjunction with a multiplier greater than one or containssome other leverage factor, the effect of changes in the Relevant Factor on principal or interest payablelikely will be magnified; andthe timing of changes in a Relevant Factor may affect the actual yield to investors, even if the averagelevel is consistent with their expectations. In general, the earlier the change in the Relevant Factor, thegreater the effect on yield.Partly-paid NotesThe Issuer may issue Notes where the issue price is payable in more than one instalment. Failure to pay anysubsequent instalment could result in an investor losing all of its investment.Variable rate Notes with a multiplier or other leverage factorNotes with variable interest rates can be volatile investments. If they are structured to include multipliers orother leverage factors, or caps or floors, or any combination of those features or other similar related features,their market values may be even more volatile than those for securities that do not include those features.Inverse Floating Rate NotesInverse Floating Rate Notes have an interest rate equal to a fixed rate minus a rate based upon a reference ratesuch as LIBOR. The market values of such Notes typically are more volatile than market values of otherconventional floating rate debt securities based on the same reference rate (and with otherwise comparableterms). Inverse Floating Rate Notes are more volatile because an increase in the reference rate not onlydecreases the interest rate of the Notes, but may also reflect an increase in prevailing interest rates, whichfurther adversely affects the market value of these Notes.10

Fixed/Floating Rate NotesFixed/Floating Rate Notes may bear interest at a rate that the Issuer may elect to convert from a fixed rate to afloating rate, or from a floating rate to a fixed rate. The Issuer’s ability to convert the interest rate will affectthe secondary market and the market value of such Notes since the Issuer may be expected to convert the ratewhen it is likely to produce a lower overall cost of borrowing. If the Issuer converts from a fixed rate to afloating rate, the spread on the Fixed/Floating Rate Notes may be less favourable than then prevailing spreadson comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at anytime may be lower than the rates on other Notes. If the Issuer converts from a floating rate to a fixed rate, thefixed rate may be lower than then prevailing rates on its Notes.Notes issued at a substantial discount or premiumThe market values of securities issued at a substantial discount or premium to their nominal amount tend tofluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearingsecurities. Generally, the longer the remaining term of the securities, the greater the price volatility ascompared to conventional interest-bearing securities with comparable maturities.Risks related to Notes generallySet out below is a brief description of certain risks relating to the Notes generally:Noteholder MeetingsThe Terms and Conditions of the Notes contain provisions for calling meetings of Noteholders to considermatters affecting their interests generally. These provisions permit defined majorities to bind all Noteholdersincluding Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in amanner contrary to the majority.European Monetary UnionIt is possible that prior to the maturity of the Notes the euro may become the lawful currency of the Kingdomof Denmark. In that event (i) all amounts payable in respect of any Notes denominated in Danish kroner maybecome payable in euro; (ii) the law may allow or require such Notes to be re-denominated into euro andadditional measures to be taken in respect of such Notes; and (iii) there may no longer be available publishedor displayed rates for deposits in Danish kroner used to determine the rates of interest on such Notes or changesin the way those rates are calculated, quoted and published or displayed. The introduction of the euro in anyjurisdiction could also be accompanied by a volatile interest rate environment, which could adversely affectinvestors in the relevant Notes.If the United Kingdom joins the European Monetary Union prior to the maturity of the Notes, there is noassurance that this would not adversely affect investors in the Notes. It is possible that prior to the maturity ofthe Notes the United Kingdom may become a participating Member State and that the euro may become thelawful currency of the United Kingdom. In that event (i) all amounts payable in respect of any Notesdenominated in Sterling may become payable in euro; (ii) the law may allow or require such Notes to be redenominatedinto euro and additional measures to be taken in respect of such Notes; and (iii) there may nolonger be available published or displayed rates for deposits in Sterling used to determined the rates of intereston such Notes or changes in the way those rates are calculated, quoted and published or displayed.EU Savings DirectiveUnder EC Council Directive 2003/48/EC on the taxation of savings income, each Member State is required toprovide to the tax authorities of another Member State details of payments of interest (or similar income) paidby a person within its jurisdiction to an individual resident in that other Member State. However, for atransitional period, Belgium, Luxembourg and Austria are instead required (unless during that period they elect11

otherwise) to operate a withholding system in relation to such payments (the ending of such transitional periodbeing dependent upon the conclusion of certain other agreements relating to information exchange with certainother counties). A number of non-EU countries and territories including Switzerland have adopted similarmeasures (a withholding system in the case of Switzerland) with effect from the same date.If a payment were to be made or collected through a Member State which has opted for a withholding systemand an amount of, or in respect of, tax were to be withheld from that payment, neither the Issuer nor any PayingAgent nor any other person would be obliged to pay additional amounts with respect to any Note as a result ofthe imposition of such withholding tax. The Issuer is required, save as provided in Condition 6(f) of the Notes,to maintain a Paying Agent in a Member State that is not obliged to withhold or deduct tax pursuant to theDirective.Change of lawThe Terms and Conditions of the Notes are based on English law in effect as at the date of issue of the relevantNotes. No assurance can be given as to the impact of any possible judicial decision or change to English lawor administrative practice after the date of issue of the relevant Notes.Risks related to the market generallySet out below is a brief description of certain market risks, including liquidity risk, exchange rate risk, interestrate risk and credit risk:The secondary market generallyNotes may have no established trading market when issued, and one may never develop. If a market doesdevelop, it may not be liquid. Therefore, investors may not be able to sell their Notes easily or at prices thatwill provide them with a yield comparable to similar investments that have a developed secondary market. Thisis particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, aredesigned for specific investment objectives or strategies or have been structured to meet the investmentrequirements of limited categories of investors. These types of Notes generally would have a more limitedsecondary market and more price volatility than conventional debt securities. Illiquidity may have a severelyadverse effect on the market value of Notes.Exchange rate risks and exchange controlsThe Issuer will pay principal and interest on the Notes in the Specified Currency. This presents certain risksrelating to currency conversions if an investor’s financial activities are denominated principally in a currencyor currency unit (the “Investor’s Currency”) other than the Specified Currency. These include the risk thatexchange rates may significantly change (including changes due to devaluation of the Specified Currency orrevaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’sCurrency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currencyrelative to the Specified Currency would decrease (1) the Investor’s Currency-equivalent yield on the Notes,(2) the Investor’s Currency equivalent value of the principal payable on the Notes and (3) the Investor’sCurrency equivalent market value of the Notes.Government and monetary authorities may impose (as some have done in the past) exchange controls thatcould adversely affect an applicable exchange rate. As a result, investors may receive less interest or principalthan expected, or no interest or principal.Interest rate risksInvestment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adverselyaffect the value of Fixed Rate Notes.12

Credit ratings may not reflect all risksOne or more independent credit rating agencies may assign credit ratings to an issue of Notes. The ratings maynot reflect the potential impact of all risks related to structure, market, additional factors discussed above, andother factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or holdsecurities and may be revised or withdrawn by the rating agency at any time.Legal investment considerations may restrict certain investmentsThe investment activities of certain investors are subject to legal investment laws and regulations, or review orregulation by certain authorities. Each potential investor should consult its legal advisers to determine whetherand to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various typesof borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutionsshould consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notesunder any applicable risk-based capital or similar rules.13

GENERAL DESCRIPTION OF THE PROGRAMMEThe following overview is qualified in its entirety by the remainder of this Base Prospectus.Issuer:Description:Size:Arranger:Dealers:Fiscal Agent:Registrar and Transfer Agent:Method of Issue:Issue Price:Carlsberg Breweries A/SEuro Medium Term Note ProgrammeUp to e3,000,000,000 (or the equivalent in other currencies at thedate of issue) aggregate nominal amount of Notes outstanding atany one time.BNP ParibasBNP ParibasDanske Bank A/SNordea Bank Danmark A/SSkandinaviska Enskilda Banken AB (publ)Société GénéraleThe Royal Bank of Scotland plcThe Issuer may from time to time terminate the appointment ofany dealer under the Programme or appoint additional dealerseither in respect of one or more Tranches or in respect of the wholeProgramme. References in this Base Prospectus to “PermanentDealers” are to the persons listed above as Dealers and to suchadditional persons that are appointed as dealers in respect of thewhole Programme (and whose appointment has not beenterminated) and references to “Dealers” are to all PermanentDealers and all persons appointed as a dealer in respect of one ormore Tranches.BNP Securities Services, Luxembourg BranchBNP Securities Services, Luxembourg BranchThe Notes will be issued on a syndicated or non-syndicated basis.The Notes will be issued in series (each a “Series”) having one ormore issue dates and on terms otherwise identical (or identicalother than in respect of the first payment of interest), the Notes ofeach Series being intended to be interchangeable with all otherNotes of that Series. Each Series may be issued in tranches (eacha “Tranche”) on the same or different issue dates. The specificterms of each Tranche (which will be completed, where necessary,with the relevant terms and conditions and, save in respect of theissue date, issue price, first payment of interest and nominalamount of the Tranche, will be identical to the terms of otherTranches of the same Series) will be completed in the final terms(the “Final Terms”).Notes may be issued at their nominal amount or at a discount orpremium to their nominal amount. Partly Paid Notes may beissued, the issue price of which will be payable in two or moreinstalments.SNA12 - 5.1SNA13 - 4.1SNA12 - 5.1.2SNA13 - 4.8SNA13 - 4.13SNA12 - 4.1.9SNA12 - 5.3SNA13 - 4.4SNA12 - 4.1.414

Form of Notes:Clearing Systems:Initial Delivery of Notes:Currencies:Maturities:Specified Denomination:The Notes may be issued in bearer form only (“Bearer Notes”), inbearer form exchangeable for Registered Notes (“ExchangeableBearer Notes”) or in registered form only (“Registered Notes”).Unless otherwise specified in the applicable Final Terms, eachTranche of Bearer Notes and Exchangeable Bearer Notes will berepresented on issue by a temporary Global Note if (i) definitiveNotes are to be made available to Noteholders following the expiryof 40 days after their issue date or (ii) such Notes have an initialmaturity of more than one year and are being issued in compliancewith the D Rules (as defined in “ – Selling Restrictions” below),otherwise such Tranche will be represented by a permanent GlobalNote. Registered Notes will be represented by Certificates, oneCertificate being issued in respect of each Noteholder’s entireholding of Registered Notes of one Series. Certificatesrepresenting Registered Notes that are registered in the name of anominee for one or more clearing systems are referred to as“Global Certificates”.Clearstream, Luxembourg, Euroclear and, in relation to anyTranche, such other clearing system as may be agreed between theIssuer, the Fiscal Agent and the relevant Dealer.On or before the issue date for each Tranche, if the relevant GlobalNote is an NGN, the Global Note will be delivered to a CommonSafekeeper for Euroclear and Clearstream, Luxembourg. On orbefore the issue date for each Tranche, if the relevant Global Noteis a CGN, the Global Note representing Bearer Notes orExchangeable Bearer Notes or the Certificate representingRegistered Notes may (or, in the case of Notes listed on the officiallist of the Luxembourg Stock Exchange, shall) be deposited with acommon depositary for Euroclear and Clearstream, Luxembourg.Global Notes or Certificates relating to Notes that are not listed onthe Luxembourg Stock Exchange may also be deposited with anyother clearing system or may be delivered outside any clearingsystem provided that the method of such delivery has been agreedin advance by the Issuer, the Fiscal Agent and the relevant Dealer.Registered Notes that are to be credited to one or more clearingsystems on issue will be registered in the name of nominees or acommon nominee for such clearing systems.Subject to compliance with all relevant laws, regulations anddirectives, Notes may be issued in any currency agreed betweenthe Issuer and the relevant Dealers.Subject to compliance with all relevant laws, regulations anddirectives, any permitted minimum or maximum maturity.Definitive Notes will be in such denominations as may bespecified in the relevant Final Terms save that (i) the minimumdenomination of each Note admitted to trading on a EuropeanEconomic Area exchange and/or offered to the public in an EEASNA13 - 4.5SNA12 - 4.1.5SNA13 - 4.9SNA12 - 4.1.1115

Fixed Rate Notes:Floating Rate Notes:Zero Coupon Notes:Dual Currency Notes:Index Linked Notes:Interest Periods and Interest Rates:State in circumstances which require the publication of aprospectus under the Prospectus Directive will be e50,000 (or, ifthe Notes are denominated in a currency other than euro, theequivalent amount in such currency) or such other higher amountas may be allowed or required from time to time by the relevantcentral bank (or equivalent body) or any laws or regulationsapplicable to the relevant Specified Currency and (ii) unlessotherwise permitted by then current laws and regulations, Notes(including Notes denominated in sterling) which have a maturityof less than one year and in respect of which the issue proceeds areto be accepted by the Issuer in the United Kingdom or whose issueotherwise constitutes a contravention of section 19 of the FinancialServices and Markets Act 2000 (“FSMA”) will have a minimumdenomination of £100,000 (or its equivalent in other currencies).Fixed interest will be payable in arrear on the date or dates in eachyear specified in the relevant Final Terms.Floating Rate Notes will bear interest determined separately foreach Series as follows:(i) on the same basis as the floating rate under a notionalinterest rate swap transaction in the relevant SpecifiedCurrency governed by an agreement incorporating the 2006ISDA Definitions, as published by the International Swapsand Derivatives Association, Inc. or(ii) by reference to LIBOR, LIBID, LIMEAN or EURIBOR (orsuch other benchmark as may be specified in the relevantFinal Terms) as adjusted for any applicable margin.Interest periods will be specified in the relevant Final Terms.Zero Coupon Notes (as defined in “Terms and Conditions of theNotes”) may be issued at their nominal amount or at a discount toit and will not bear interest.Payments (whether in respect of principal or interest and whetherat maturity or otherwise) in respect of Dual Currency Notes (asdefined in “Terms and Conditions of the Notes”) will be made insuch currencies, and based on such rates of exchange as may bespecified in the relevant Final Terms.Payments of principal in respect of Index Linked RedemptionNotes (as defined in “Terms and Conditions of the Notes”) or ofinterest in respect of Index Linked Interest Notes (as defined in“Terms and Conditions of the Notes”) will be calculated byreference to such index and/or formula as may be specified in therelevant Final Terms.The length of the interest periods for the Notes and the applicableinterest rate or its method of calculation may differ from time totime or be constant for any Series. Notes may have a maximuminterest rate, a minimum interest rate, or both. The use of interestSNA13 - 4.816

Redemption:Redemption by Instalments:Other Notes:Optional Redemption:Status of Notes:Negative Pledge:Cross Default:Ratings:Early Redemption:Withholding Tax:accrual periods permits the Notes to bear interest at different ratesin the same interest period. All such information will be set out inthe relevant Final Terms.The relevant Final Terms will specify the basis for calculating theredemption amounts payable. Unless permitted by then currentlaws and regulations, Notes (including Notes denominated insterling) which have a maturity of less than one year and in respectof which the issue proceeds are to be accepted by the Issuer in theUnited Kingdom or whose issue otherwise constitutes acontravention of section 19 of the FSMA must have a minimumredemption amount of £100,000 (or its equivalent in othercurrencies).The Final Terms issued in respect of each issue of Notes that areredeemable in two or more instalments will set out the dates onwhich, and the amounts in which, such Notes may be redeemed.Terms applicable to high interest Notes, low interest Notes, step-upNotes, step-down Notes, reverse dual currency Notes, optionaldual currency Notes, Partly Paid Notes and any other type of Notethat the Issuer and any Dealer or Dealers may agree to issue underthe Programme will be set out in the relevant Final Terms and thebase prospectus supplement.The Final Terms issued in respect of each issue of Notes will statewhether such Notes may be redeemed prior to their stated maturityat the option of the Issuer (either in whole or in part) and/or theholders, and if so the terms applicable to such redemption.The Notes will constitute direct, unsubordinated, unconditionaland (subject to the Negative Pledge) unsecured obligations of theIssuer as described in “Terms and Conditions of the Notes –Status”.See “Terms and Conditions of the Notes – Negative Pledge”.See “Terms and Conditions of the Notes – Events of Default”.The Programme has been rated by Moody’s and Fitch.Tranches of Notes may be rated or unrated. Where a Tranche ofNotes is to be rated, such rating will be specified in the relevantFinal Terms.A rating is not a recommendation to buy, sell or hold securities andmay be subject to suspension, reduction or withdrawal at any timeby the assigning rating agency.Except as provided in “– Optional Redemption” above, Notes willbe redeemable at the option of the Issuer prior to maturity only fortax reasons. See “Terms and Conditions of the Notes –Redemption, Purchase and Options”.All payments of principal and interest in respect of the Notes willbe made free and clear of withholding taxes of the Kingdom ofSNA13 - 7.517

Governing Law:Listing and Admission to Trading:Redenomination, Renominalisationand/or Consolidation:Selling Restrictions:Denmark, subject to customary exceptions (including the ICMAStandard EU Tax exemption Tax Language), all as described in“Terms and Conditions of the Notes – Taxation”.English.Application has been made to the Luxembourg Stock Exchangefor Notes issued under the Programme to be admitted to theOfficial List and to be admitted to trading on the LuxembourgStock Exchange’s regulated market or as otherwise specified in therelevant Final Terms and references to listing shall be construedaccordingly. As specified in the relevant Final Terms, a Series ofNotes may be unlisted.Notes denominated in a currency of a country that subsequentlyparticipates in the third stage of European Economic andMonetary Union may be subject to redenomination,renominalisation and/or consolidation with other Notes thendenominated in euro. The provisions applicable to any suchredenomination, renominalisation and/or consolidation will be asspecified in the relevant Final Terms.The United States, the United Kingdom, the Kingdom of Denmarkand Japan. See “Subscription and Sale”.The Issuer is Category 2 for the purposes of Regulation S underthe Securities Act, as amended.The Notes will be issued in compliance with U.S. Treas. Reg.§1.163-5(c)(2)(i)(D) (the “D Rules”) unless (i) the relevant FinalTerms states that Notes are issued in compliance with U.S. Treas.Reg. §1.163-5(c)(2)(i)(C) (the “C Rules”) or (ii) the Notes areissued other than in compliance with the D Rules or the C Rulesbut in circumstances in which the Notes will not constitute“registration required obligations” under the United States TaxEquity and Fiscal Responsibility Act of 1982 (“TEFRA”), whichcircumstances will be referred to in the relevant Final Terms as atransaction to which TEFRA is not applicable.SNA13 - 4.3SNA12 - 4.1.318

TERMS AND CONDITIONS OF THE NOTESThe following is the text of the terms and conditions that, subject to completion and amendment and assupplemented or varied in accordance with the provisions of Part A of the relevant Final Terms, shall beapplicable to the Notes in definitive form (if any) issued in exchange for the Global Note(s) representing eachSeries. Either (i) the full text of these terms and conditions together with the relevant provisions of Part A ofthe Final Terms or (ii) these terms and conditions as so completed, amended, supplemented or varied (andsubject to simplification by the deletion of non-applicable provisions), shall be endorsed on such Bearer Notesor on the Certificates relating to such Registered Notes. All capitalised terms that are not defined in theseConditions will have the meanings given to them in Part A of the relevant Final Terms. Those definitions willbe endorsed on the definitive Notes or Certificates, as the case may be. References in the Conditions to“Notes” are to the Notes of one Series only, not to all Notes that may be issued under the Programme.SNA13 - 4.7SNA12 - 4.1.7SNA12 - 5.1SNA12 - 5.1.1The Notes are issued pursuant to an Agency Agreement (as amended or supplemented as at the Issue Date, the“Agency Agreement”) dated 11 May 2009 between the Issuer, BNP Paribas Securities Services, Luxembourgas fiscal agent and the other agents named in it and with the benefit of a Deed of Covenant (as amended orsupplemented as at the Issue Date, the “Deed of Covenant”) dated 11 May 2009 executed by the Issuer inrelation to the Notes. The fiscal agent, the paying agents, the registrar, the transfer agents and the calculationagent(s) for the time being (if any) are referred to below respectively as the “Fiscal Agent”, the “PayingAgents” (which expression shall include the Fiscal Agent), the “Registrar”, the “Transfer Agents” and the“Calculation Agent(s)”. The Noteholders (as defined below), the holders of the interest coupons (the“Coupons”) relating to interest bearing Notes in bearer form and, where applicable in the case of such Notes,talons for further Coupons (the “Talons”) (the “Couponholders”) and the holders of the receipts for thepayment of instalments of principal (the “Receipts”) relating to Notes in bearer form of which the principal ispayable in instalments are deemed to have notice of all of the provisions of the Agency Agreement applicableto them.As used in these Conditions, “Tranche” means Notes which are identical in all respects.Copies of the Agency Agreement and the Deed of Covenant are available for inspection at the specified officesof each of the Paying Agents, the Registrar and the Transfer Agents.1 Form, Denomination and TitleThe Notes are issued in bearer form (“Bearer Notes”, which expression includes Notes that are specified tobe Exchangeable Bearer Notes), in registered form (“Registered Notes”) or in bearer form exchangeable forRegistered Notes (“Exchangeable Bearer Notes”) in each case in the Specified Denomination(s) shownhereon provided that in the case of any Notes which are to be admitted to trading on a regulated market withinthe European Economic Area or offered to the public in a Member State of the European Economic Area incircumstances which require the publication of a Prospectus under the Prospectus Directive, the minimumSpecified Denomination shall be e50,000 (or its equivalent in any other currency as at the date of issue of therelevant Notes).All Registered Notes shall have the same Specified Denomination. Where Exchangeable Bearer Notes areissued, the Registered Notes for which they are exchangeable shall have the same Specified Denomination asthe lowest denomination of Exchangeable Bearer Notes.This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, anIndex Linked Redemption Note, an Instalment Note, a Dual Currency Note or a Partly Paid Note, acombination of any of the foregoing or any other kind of Note, depending upon the Interest andRedemption/Payment Basis shown hereon.19

Bearer Notes are serially numbered and are issued with Coupons (and, where appropriate, a Talon) attached,save in the case of Zero Coupon Notes in which case references to interest (other than in relation to interestdue after the Maturity Date), Coupons and Talons in these Conditions are not applicable. Instalment Notes areissued with one or more Receipts attached.Registered Notes are represented by registered certificates (“Certificates”) and, save as provided inCondition 2(c), each Certificate shall represent the entire holding of Registered Notes by the same holder.Title to the Bearer Notes and the Receipts, Coupons and Talons shall pass by delivery. Title to the RegisteredNotes shall pass by registration in the register that the Issuer shall procure to be kept by the Registrar inaccordance with the provisions of the Agency Agreement (the “Register”). Except as ordered by a court ofcompetent jurisdiction or as required by law, the holder (as defined below) of any Note, Receipt, Coupon orTalon shall be deemed to be and may be treated as its absolute owner for all purposes, whether or not it isoverdue and regardless of any notice of ownership, trust or an interest in it, any writing on it (or on theCertificate representing it) or its theft or loss (or that of the related Certificate) and no person shall be liablefor so treating the holder.In these Conditions, “Noteholder” means the bearer of any Bearer Note and the Receipts relating to it or theperson in whose name a Registered Note is registered (as the case may be), “holder” (in relation to a Note,Receipt, Coupon or Talon) means the bearer of any Bearer Note, Receipt, Coupon or Talon or the person inwhose name a Registered Note is registered (as the case may be). Capitalised terms have the meanings givento them hereon, the absence of any such meaning indicating that such term is not applicable to the Notes.2 Exchanges of Exchangeable Bearer Notes and Transfers of Registered Notes(a)(b)Exchange of Exchangeable Bearer Notes: Subject as provided in Condition 2(f), Exchangeable BearerNotes may be exchanged for the same nominal amount of Registered Notes at the request in writing ofthe relevant Noteholder and upon surrender of each Exchangeable Bearer Note to be exchanged,together with all unmatured Receipts, Coupons and Talons relating to it, at the specified office of anyTransfer Agent; provided, however, that where an Exchangeable Bearer Note is surrendered forexchange after the Record Date (as defined in Condition 7(b)) for any payment of interest, the Couponin respect of that payment of interest need not be surrendered with it. Registered Notes may not beexchanged for Bearer Notes. Bearer Notes of one Specified Denomination may not be exchanged forBearer Notes of another Specified Denomination. Bearer Notes that are not Exchangeable Bearer Notesmay not be exchanged for Registered Notes.Transfer of Registered Notes: One or more Registered Notes may be transferred upon the surrender(at the specified office of the Registrar or any Transfer Agent) of the Certificate representing suchRegistered Notes to be transferred, together with the form of transfer endorsed on such Certificate, (oranother form of transfer substantially in the same form and containing the same representations andcertifications (if any), unless otherwise agreed by the Issuer), duly completed and executed and anyother evidence as the Registrar or Transfer Agent may reasonably require. In the case of a transfer ofpart only of a holding of Registered Notes represented by one Certificate, a new Certificate shall beissued to the transferee in respect of the part transferred and a further new Certificate in respect of thebalance of the holding not transferred shall be issued to the transferor. All transfers of Notes and entrieson the Register will be made subject to the detailed regulations concerning transfers of Notes scheduledto the Agency Agreement. The regulations may be changed by the Issuer, with the prior written approvalof the Registrar and the Noteholders. A copy of the current regulations will be made available by theRegistrar to any Noteholder upon request.20

(c)(d)(e)(f)Exercise of Options or Partial Redemption in Respect of Registered Notes: In the case of anexercise of an Issuer’s or Noteholders’ option in respect of, or a partial redemption of, a holding ofRegistered Notes represented by a single Certificate, a new Certificate shall be issued to the holder toreflect the exercise of such option or in respect of the balance of the holding not redeemed. In the caseof a partial exercise of an option resulting in Registered Notes of the same holding having differentterms, separate Certificates shall be issued in respect of those Notes of that holding that have the sameterms. New Certificates shall only be issued against surrender of the existing Certificates to theRegistrar or any Transfer Agent. In the case of a transfer of Registered Notes to a person who is alreadya holder of Registered Notes, a new Certificate representing the enlarged holding shall only be issuedagainst surrender of the Certificate representing the existing holding.Delivery of New Certificates: Each new Certificate to be issued pursuant to Conditions 2(a), (b) or (c)shall be available for delivery within three business days of receipt of the request for exchange, form oftransfer or Exercise Notice (as defined in Condition 6(e)) and surrender of the Certificate for exchange.Delivery of the new Certificate(s) shall be made at the specified office of the Transfer Agent or of theRegistrar (as the case may be) to whom delivery or surrender of such request for exchange, form oftransfer, Exercise Notice or Certificate shall have been made or, at the option of the holder making suchdelivery or surrender as aforesaid and as specified in the relevant request for exchange, form of transfer,Exercise Notice or otherwise in writing, be mailed by uninsured post at the risk of the holder entitled tothe new Certificate to such address as may be so specified, unless such holder requests otherwise andpays in advance to the relevant Agent (as defined in the Agency Agreement) the costs of such othermethod of delivery and/or such insurance as it may specify. In this Condition (d), “business day” meansa day, other than a Saturday or Sunday, on which banks are open for business in the place of thespecified office of the relevant Transfer Agent or the Registrar (as the case may be).Exchange Free of Charge: Exchange and transfer of Notes and Certificates on registration, transfer,partial redemption or exercise of an option shall be effected without charge by or on behalf of the Issuer,the Registrar or the Transfer Agents, but upon payment of any tax or other governmental charges thatmay be imposed in relation to it (or the giving of such indemnity as the Registrar or the relevant TransferAgent may require).Closed Periods: No Noteholder may require the transfer of a Registered Note to be registered or anExchangeable Bearer Note to be exchanged for one or more Registered Note(s) (i) during the period of15 days ending on the due date for redemption of, or payment of any Instalment Amount in respect of,that Note, (ii) during the period of 15 days before any date on which Notes may be called for redemptionby the Issuer at its option pursuant to Condition 6(d), (iii) after any such Note has been called forredemption or (iv) during the period of seven days ending on (and including) any Record Date. AnExchangeable Bearer Note called for redemption may, however, be exchanged for one or moreRegistered Note(s) in respect of which the Certificate is simultaneously surrendered not later than therelevant Record Date.3 StatusThe Notes and Coupons relating to them constitute direct, unsubordinated, unconditional and (subject toCondition 4) unsecured obligations of the Issuer and shall at all times rank pari passu and without anypreference among themselves. The payment obligations of the Issuer under the Notes and Coupons relating tothem shall, save for such exceptions as may be provided by applicable legislation and subject to Condition 4,at all times rank at least equally with all other unsecured and unsubordinated indebtedness and monetaryobligations of the Issuer, present and future.SNA13 - 4.6SNA12 - 4.1.621

4 Negative PledgeSo long as any Note or Coupon remains outstanding (as defined in the Fiscal Agency Agreement) the Issuerwill not, and will ensure that none of its Principal Subsidiaries (as defined in Condition 10) will create, or haveoutstanding any mortgage, charge, lien, pledge or other security interest, upon the whole or any part of itspresent or future undertaking, assets or revenues (including any uncalled capital) to secure (a) any RelevantIndebtedness, or (b) any guarantee or indemnity in respect of any Relevant Indebtedness without at the sametime or prior thereto according to the Notes and the Coupons the same security as is created or subsisting tosecure any such Relevant Indebtedness, guarantee or indemnity or such other security as shall be approved byan Extraordinary Resolution (as defined in the Fiscal Agency Agreement) of the Noteholders.In these Conditions, “Relevant Indebtedness” means any present or future indebtedness which is in the formof, or represented or evidenced by, bonds, notes, debentures, loan stock or other securities which for the timebeing are, or are intended to be or capable of being, quoted, listed or dealt in or traded on any stock exchangeor over-the-counter or other securities market.5 Interest and other CalculationsSNA13 - 4.8(a)(b)Interest on Fixed Rate Notes: Each Fixed Rate Note bears interest on its outstanding nominal amountfrom the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to theRate of Interest, such interest being payable in arrear on each Interest Payment Date. The amount ofinterest payable shall be determined in accordance with Condition 5(h).Interest on Floating Rate Notes and Index Linked Interest Notes:(i)(ii)Interest Payment Dates: Each Floating Rate Note and Index Linked Interest Note bears intereston its outstanding nominal amount from the Interest Commencement Date at the rate per annum(expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear oneach Interest Payment Date. The amount of interest payable shall be determined in accordancewith Condition 5(h). Such Interest Payment Date(s) is/are either shown hereon as SpecifiedInterest Payment Dates or, if no Specified Interest Payment Date(s) is/are shown hereon, InterestPayment Date shall mean each date which falls the number of months or other period shownhereon as the Interest Period after the preceding Interest Payment Date or, in the case of the firstInterest Payment Date, after the Interest Commencement Date.Business Day Convention: If any date referred to in these Conditions that is specified to besubject to adjustment in accordance with a Business Day Convention would otherwise fall on aday that is not a Business Day, then, if the Business Day Convention specified is (A) the FloatingRate Business Day Convention, such date shall be postponed to the next day that is a BusinessDay unless it would thereby fall into the next calendar month, in which event (x) such date shallbe brought forward to the immediately preceding Business Day and (y) each subsequent suchdate shall be the last Business Day of the month in which such date would have fallen had it notbeen subject to adjustment, (B) the Following Business Day Convention, such date shall bepostponed to the next day that is a Business Day, (C) the Modified Following Business DayConvention, such date shall be postponed to the next day that is a Business Day unless it wouldthereby fall into the next calendar month, in which event such date shall be brought forward tothe immediately preceding Business Day or (D) the Preceding Business Day Convention, suchdate shall be brought forward to the immediately preceding Business Day.22

(y)(z)if the Relevant Screen Page is not available or, if sub-paragraph (x)(1) applies andno such offered quotation appears on the Relevant Screen Page, or, ifsub-paragraph (x)(2) applies and fewer than three such offered quotations appearon the Relevant Screen Page, in each case as at the time specified above, subjectas provided below, the Calculation Agent shall request, if the Reference Rate isLIBOR, the principal London office of each of the Reference Banks or, if theReference Rate is EURIBOR, the principal Euro-zone office of each of theReference Banks, to provide the Calculation Agent with its offered quotation(expressed as a percentage rate per annum) for the Reference Rate if the ReferenceRate is LIBOR, at approximately 11.00 a.m. (London time), or if the ReferenceRate is EURIBOR, at approximately 11.00 a.m. (Brussels time) on the InterestDetermination Date in question. If two or more of the Reference Banks providethe Calculation Agent with such offered quotations, the Rate of Interest for suchInterest Accrual Period shall be the arithmetic mean of such offered quotations asdetermined by the Calculation Agent; andif paragraph (y) above applies and the Calculation Agent determines that fewerthan two Reference Banks are providing offered quotations, subject as providedbelow, the Rate of Interest shall be the arithmetic mean of the rates per annum(expressed as a percentage) as communicated to (and at the request of) theCalculation Agent by the Reference Banks or any two or more of them, at whichsuch banks were offered, if the Reference Rate is LIBOR, at approximately11.00 a.m. (London time) or, if the Reference Rate is EURIBOR, at approximately11.00 a.m. (Brussels time) on the relevant Interest Determination Date, deposits inthe Specified Currency for a period equal to that which would have been used forthe Reference Rate by leading banks in, if the Reference Rate is LIBOR, theLondon inter-bank market or, if the Reference Rate is EURIBOR, the Euro-zoneinter-bank market, as the case may be, or, if fewer than two of the Reference Banksprovide the Calculation Agent with such offered rates, the offered rate for depositsin the Specified Currency for a period equal to that which would have been usedfor the Reference Rate, or the arithmetic mean of the offered rates for deposits inthe Specified Currency for a period equal to that which would have been used forthe Reference Rate, at which, if the Reference Rate is LIBOR, at approximately11.00 a.m. (London time) or, if the Reference Rate is EURIBOR, at approximately11.00 a.m. (Brussels time), on the relevant Interest Determination Date, any oneor more banks (which bank or banks is or are in the opinion of the Issuer suitablefor such purpose) informs the Calculation Agent it is quoting to leading banks in,if the Reference Rate is LIBOR, the London inter-bank market or, if the ReferenceRate is EURIBOR, the Euro-zone inter-bank market, as the case may be, providedthat, if the Rate of Interest cannot be determined in accordance with the foregoingprovisions of this paragraph, the Rate of Interest shall be determined as at the lastpreceding Interest Determination Date (though substituting, where a differentMargin or Maximum or Minimum Rate of Interest is to be applied to the relevantInterest Accrual Period from that which applied to the last preceding InterestAccrual Period, the Margin or Maximum or Minimum Rate of Interest relating tothe relevant Interest Accrual Period, in place of the Margin or Maximum orMinimum Rate of Interest relating to that last preceding Interest Accrual Period).24

(iv)Rate of Interest for Index Linked Interest Notes: The Rate of Interest in respect of Index LinkedInterest Notes for each Interest Accrual Period shall be determined in the manner specifiedhereon and interest will accrue by reference to an Index or Formula as specified hereon.SNA12 - 4.1.13(c)(d)(e)(f)(g)Zero Coupon Notes: Where a Note the Interest Basis of which is specified to be Zero Coupon isrepayable prior to the Maturity Date and is not paid when due, the amount due and payable prior to theMaturity Date shall be the Early Redemption Amount of such Note. As from the Maturity Date, the Rateof Interest for any overdue principal of such a Note shall be a rate per annum (expressed as a percentage)equal to the Amortisation Yield (as described in Condition 6(b)(i)).Dual Currency Notes: In the case of Dual Currency Notes, if the rate or amount of interest falls to bedetermined by reference to a Rate of Exchange or a method of calculating Rate of Exchange, the rateor amount of interest payable shall be determined in the manner specified hereon.Partly Paid Notes: In the case of Partly Paid Notes (other than Partly Paid Notes which are ZeroCoupon Notes), interest will accrue as aforesaid on the paid-up nominal amount of such Notes andotherwise as specified hereon.Accrual of Interest: Interest shall cease to accrue on each Note on the due date for redemption unless,upon due presentation, payment is improperly withheld or refused, in which event interest shall continueto accrue (both before and after judgment) at the Rate of Interest in the manner provided in thisCondition 5 to the Relevant Date (as defined in Condition 8).Margin, Maximum/Minimum Rates of Interest, Instalment Amounts and Redemption Amountsand Rounding:(i)(ii)(iii)If any Margin is specified hereon (either (x) generally, or (y) in relation to one or more InterestAccrual Periods), an adjustment shall be made to all Rates of Interest, in the case of (x), or theRates of Interest for the specified Interest Accrual Periods, in the case of (y), calculated inaccordance with (b) above by adding (if a positive number) or subtracting the absolute value (ifa negative number) of such Margin subject always to the next paragraphIf any Maximum or Minimum Rate of Interest, Instalment Amount or Redemption Amount isspecified hereon, then any Rate of Interest, Instalment Amount or Redemption Amount shall besubject to such maximum or minimum, as the case may beFor the purposes of any calculations required pursuant to these Conditions (unless otherwisespecified), (x) all percentages resulting from such calculations shall be rounded, if necessary,to the nearest one hundred-thousandth of a percentage point (with halves being rounded up),(y) all figures shall be rounded to seven significant figures (with halves being rounded up) and(z) all currency amounts that fall due and payable shall be rounded to the nearest unit of suchcurrency (with halves being rounded up), save in the case of yen, which shall be rounded downto the nearest yen. For these purposes “unit” means the lowest amount of such currency that isavailable as legal tender in the country[ies] of such currency.(h)Calculations: The amount of interest payable per Calculation Amount in respect of any Note for anyInterest Accrual Period shall be equal to the product of the Rate of Interest, the Calculation Amountspecified hereon, and the Day Count Fraction for such Interest Accrual Period, unless an InterestAmount (or a formula for its calculation) is applicable to such Interest Accrual Period, in which case theamount of interest payable per Calculation Amount in respect of such Note for such Interest Accrual25

Period shall equal such Interest Amount (or be calculated in accordance with such formula). Where anyInterest Period comprises two or more Interest Accrual Periods, the amount of interest payable perCalculation Amount in respect of such Interest Period shall be the sum of the Interest Amounts payablein respect of each of those Interest Accrual Periods. In respect of any other period for which interest isrequired to be calculated, the provisions above shall apply save that the Day Count Fraction shall be forthe period for which interest is required to be calculated.(i)(j)Determination and Publication of Rates of Interest, Interest Amounts, Final RedemptionAmounts, Early Redemption Amounts, Optional Redemption Amounts and Instalment Amounts:The Calculation Agent shall, as soon as practicable on such date as the Calculation Agent may berequired to calculate any rate or amount, obtain any quotation or make any determination or calculation,determine such rate and calculate the Interest Amounts for the relevant Interest Accrual Period, calculatethe Final Redemption Amount, Early Redemption Amount, Optional Redemption Amount or InstalmentAmount, obtain such quotation or make such determination or calculation, as the case may be, and causethe Rate of Interest and the Interest Amounts for each Interest Accrual Period and the relevant InterestPayment Date and, if required to be calculated, the Final Redemption Amount, Early RedemptionAmount, Optional Redemption Amount or any Instalment Amount to be notified to the Fiscal Agent,the Issuer, each of the Paying Agents, the Noteholders, any other Calculation Agent appointed in respectof the Notes that is to make a further calculation upon receipt of such information and, if the Notes arelisted on a stock exchange and the rules of such exchange or other relevant authority so require, suchexchange or other relevant authority as soon as possible after their determination but in no event laterthan (i) the commencement of the relevant Interest Period, if determined prior to such time, in the caseof notification to such exchange of a Rate of Interest and Interest Amount, or (ii) in all other cases, thefourth Business Day after such determination. Where any Interest Payment Date or Interest Period Dateis subject to adjustment pursuant to Condition 5(b)(ii), the Interest Amounts and the Interest PaymentDate so published may subsequently be amended (or appropriate alternative arrangements made by wayof adjustment) without notice in the event of an extension or shortening of the Interest Period. If theNotes become due and payable under Condition 10, the accrued interest and the Rate of Interest payablein respect of the Notes shall nevertheless continue to be calculated as previously in accordance with thisCondition but no publication of the Rate of Interest or the Interest Amount so calculated need be made.The determination of any rate or amount, the obtaining of each quotation and the making of eachdetermination or calculation by the Calculation Agent(s) shall (in the absence of manifest error) be finaland binding upon all parties.Definitions: In these Conditions, unless the context otherwise requires, the following defined termsshall have the meanings set out below:“Business Day” means:(i)(ii)(iii)in the case of a currency other than euro, a day (other than a Saturday or Sunday) on whichcommercial banks and foreign exchange markets settle payments in the principal financial centrefor such currency and/orin the case of euro, a day on which the TARGET system is operating (a “TARGET BusinessDay”) and/orin the case of a currency and/or one or more Business Centres, a day (other than a Saturday or aSunday) on which commercial banks and foreign exchange markets settle payments in such26

currency in the Business Centre(s) or, if no currency is indicated, generally in each of theBusiness Centres“Day Count Fraction” means, in respect of the calculation of an amount of interest on any Notefor any period of time (from and including the first day of such period to but excluding the last)(whether or not constituting an Interest Period or an Interest Accrual Period, the “CalculationPeriod”):(i)(ii)(iii)(iv)if “Actual/Actual” or “Actual/Actual – ISDA” is specified hereon, the actual number ofdays in the Calculation Period divided by 365 (or, if any portion of that Calculation Periodfalls in a leap year, the sum of (A) the actual number of days in that portion of theCalculation Period falling in a leap year divided by 366 and (B) the actual number of daysin that portion of the Calculation Period falling in a non-leap year divided by 365)if “Actual/365 (Fixed)” is specified hereon, the actual number of days in the CalculationPeriod divided by 365if “Actual/360” is specified hereon, the actual number of days in the Calculation Perioddivided by 360if “30/360”, “360/360” or “Bond Basis” is specified hereon, the number of days in theCalculation Period divided by 360, calculated on a formula basis as follows:Day Count Fraction = [360 x (Y 2–Y 1)] + [30 x (M 2–M 1)] + (D 2–D 1)360where:“Y 1” is the year, expressed as a number, in which the first day of the CalculationPeriod falls;“Y 2” is the year, expressed as a number, in which the day immediately following the lastday included in the Calculation Period falls;“M 1” is the calendar month, expressed as a number, in which the first day of theCalculation Period falls;“M 2” is the calendar month, expressed as a number, in which the day immediatelyfollowing the last day included in the Calculation Period falls;“D 1” is the first calendar day, expressed as a number, of the Calculation Period, unlesssuch number would be 31, in which case D 1will be 30; and“D 2” is the calendar day, expressed as a number, immediately following the last dayincluded in the Calculation Period, unless such number would be 31 and D 1is greater than29, in which case D 2will be 3027

(v)if “30E/360” or “Eurobond Basis” is specified hereon, the number of days in theCalculation Period divided by 360, calculated on a formula basis as follows:Day Count Fraction = [360 x (Y 2–Y 1)] + [30 x (M 2–M 1)] + (D 2–D 1)360where:“Y 1” is the year, expressed as a number, in which the first day of the Calculation Periodfalls;“Y 2” is the year, expressed as a number, in which the day immediately following the lastday included in the Calculation Period falls;“M 1” is the calendar month, expressed as a number, in which the first day of theCalculation Period falls;“M 2” is the calendar month, expressed as a number, in which the day immediatelyfollowing the last day included in the Calculation Period falls;“D 1” is the first calendar day, expressed as a number, of the Calculation Period, unlesssuch number would be 31, in which case D 1will be 30; and“D 2” is the calendar day, expressed as a number, immediately following the last dayincluded in the Calculation Period, unless such number would be 31, in which case D 2willbe 30(vi)if “30E/360 (ISDA)” is specified hereon, the number of days in the Calculation Perioddivided by 360, calculated on a formula basis as follows:Day Count Fraction = [360 x (Y 2–Y 1)] + [30 x (M 2–M 1)] + (D 2–D 1)360where:“Y 1” is the year, expressed as a number, in which the first day of the Calculation Periodfalls;“Y 2” is the year, expressed as a number, in which the day immediately following the lastday included in the Calculation Period falls;“M 1” is the calendar month, expressed as a number, in which the first day of theCalculation Period falls;“M 2” is the calendar month, expressed as a number, in which the day immediatelyfollowing the last day included in the Calculation Period falls;“D 1” is the first calendar day, expressed as a number, of the Calculation Period, unless(i) that day is the last day of February or (ii) such number would be 31, in which case D 1will be 30; and“D 2” is the calendar day, expressed as a number, immediately following the last dayincluded in the Calculation Period, unless (i) that day is the last day of February but notthe Maturity Date or (ii) such number would be 31, in which case D 2will be 3028

(vii)if “Actual/Actual – ICMA” is specified hereon,(a)(b)if the Calculation Period is equal to or shorter than the Determination Periodduring which it falls, the number of days in the Calculation Period divided by theproduct of (x) the number of days in such Determination Period and (y) thenumber of Determination Periods normally ending in any year; andif the Calculation Period is longer than one Determination Period, the sum of:(x)(y)the number of days in such Calculation Period falling in the DeterminationPeriod in which it begins divided by the product of (1) the number of daysin such Determination Period and (2) the number of Determination Periodsnormally ending in any year; andthe number of days in such Calculation Period falling in the nextDetermination Period divided by the product of (1) the number of days insuch Determination Period and (2) the number of Determination Periodsnormally ending in any yearwhere:“Determination Period” means the period from and including aDetermination Date in any year to but excluding the next DeterminationDate and“Determination Date” means the date(s) specified as such hereon or, ifnone is so specified, the Interest Payment Date(s)“Euro-zone” means the region comprised of member states of the European Union that adoptthe single currency in accordance with the Treaty establishing the European Community, asamended“Interest Accrual Period” means the period beginning on (and including) the InterestCommencement Date and ending on (but excluding) the first Interest Period Date and eachsuccessive period beginning on (and including) an Interest Period Date and ending on (butexcluding) the next succeeding Interest Period Date“Interest Amount” means:(i)(ii)in respect of an Interest Accrual Period, the amount of interest payable per CalculationAmount for that Interest Accrual Period and which, in the case of Fixed Rate Notes, andunless otherwise specified hereon, shall mean the Fixed Coupon Amount or BrokenAmount specified hereon as being payable on the Interest Payment Date ending theInterest Period of which such Interest Accrual Period forms part; andin respect of any other period, the amount of interest payable per Calculation Amount forthat period“Interest Commencement Date” means the Issue Date or such other date as may be specifiedhereon29

“Interest Determination Date” means, with respect to a Rate of Interest and Interest AccrualPeriod, the date specified as such hereon or, if none is so specified, (i) the first day of suchInterest Accrual Period if the Specified Currency is Sterling or (ii) the day falling two BusinessDays in London for the Specified Currency prior to the first day of such Interest Accrual Periodif the Specified Currency is neither Sterling nor euro or (iii) the day falling two TARGETBusiness Days prior to the first day of such Interest Accrual Period if the Specified Currency iseuro“Interest Period” means the period beginning on (and including) the Interest CommencementDate and ending on (but excluding) the first Interest Payment Date and each successive periodbeginning on (and including) an Interest Payment Date and ending on (but excluding) the nextsucceeding Interest Payment Date“Interest Period Date” means each Interest Payment Date unless otherwise specified hereon“ISDA Definitions” means the 2006 ISDA Definitions, as published by the International Swapsand Derivatives Association, Inc., unless otherwise specified hereon“Rate of Interest” means the rate of interest payable from time to time in respect of this Noteand that is either specified or calculated in accordance with the provisions hereon“Reference Banks” means, in the case of a determination of LIBOR, the principal Londonoffice of four major banks in the London inter-bank market and, in the case of a determinationof EURIBOR, the principal Euro-zone office of four major banks in the Euro-zone inter-bankmarket, in each case selected by the Calculation Agent (in consultation with the Issuer) or asspecified hereon“Reference Rate” means the rate specified as such hereon“Relevant Screen Page” means such page, section, caption, column or other part of a particularinformation service as may be specified hereon“Specified Currency” means the currency specified as such hereon or, if none is specified, thecurrency in which the Notes are denominated“TARGET System” means the Trans-European Automated Real-Time Gross SettlementExpress Transfer (known as TARGET2) System which was launched on 19 November 2007 orany successor thereto.(k)Calculation Agent: The Issuer shall procure that there shall at all times be one or more CalculationAgents if provision is made for them hereon and for so long as any Note is outstanding (as defined inthe Agency Agreement). Where more than one Calculation Agent is appointed in respect of the Notes,references in these Conditions to the Calculation Agent shall be construed as each Calculation Agentperforming its respective duties under the Conditions. If the Calculation Agent is unable or unwilling toact as such or if the Calculation Agent fails duly to establish the Rate of Interest for an Interest AccrualPeriod or to calculate any Interest Amount, Instalment Amount, Final Redemption Amount, EarlyRedemption Amount or Optional Redemption Amount, as the case may be, or to comply with any otherrequirement, the Issuer shall appoint a leading bank or financial institution engaged in the interbankmarket (or, if appropriate, money, swap or over-the-counter index options market) that is most closelyconnected with the calculation or determination to be made by the Calculation Agent (acting throughits principal London office or any other office actively involved in such market) to act as such in its30

place. The Calculation Agent may not resign its duties without a successor having been appointed asaforesaid.6 Redemption, Purchase and Options(a)Redemption by Instalments and Final Redemption:SNA13 - 4.9SNA12 - 4.1.11(i)(ii)Unless previously redeemed, purchased and cancelled as provided in this Condition 6, each Notethat provides for Instalment Dates and Instalment Amounts shall be partially redeemed on eachInstalment Date at the related Instalment Amount specified hereon. The outstanding nominalamount of each such Note shall be reduced by the Instalment Amount (or, if such InstalmentAmount is calculated by reference to a proportion of the nominal amount of such Note, suchproportion) for all purposes with effect from the related Instalment Date, unless payment of theInstalment Amount is improperly withheld or refused, in which case, such amount shall remainoutstanding until the Relevant Date relating to such Instalment Amount.Unless previously redeemed, purchased and cancelled as provided below, each Note shall befinally redeemed on the Maturity Date specified hereon at its Final Redemption Amount (which,unless otherwise provided, is its nominal amount) or, in the case of a Note falling withinparagraph (i) above, its final Instalment Amount.(b)Early Redemption:(i)Zero Coupon Notes:(A) The Early Redemption Amount payable in respect of any Zero Coupon Note, the EarlyRedemption Amount of which is not linked to an index and/or a formula, uponredemption of such Note pursuant to Condition 6(c) or upon it becoming due and payableas provided in Condition 10 shall be the Amortised Face Amount (calculated as providedbelow) of such Note unless otherwise specified hereon.(B)(C)Subject to the provisions of sub-paragraph (C) below, the Amortised Face Amount of anysuch Note shall be the scheduled Final Redemption Amount of such Note on the MaturityDate discounted at a rate per annum (expressed as a percentage) equal to the AmortisationYield (which, if none is shown hereon, shall be such rate as would produce an AmortisedFace Amount equal to the issue price of the Notes if they were discounted back to theirissue price on the Issue Date) compounded annually.If the Early Redemption Amount payable in respect of any such Note upon its redemptionpursuant to Condition 6(c) or upon it becoming due and payable as provided in Condition10 is not paid when due, the Early Redemption Amount due and payable in respect ofsuch Note shall be the Amortised Face Amount of such Note as defined in sub-paragraph(B) above, except that such sub-paragraph shall have effect as though the date on whichthe Note becomes due and payable were the Relevant Date. The calculation of theAmortised Face Amount in accordance with this sub-paragraph shall continue to be made(both before and after judgment) until the Relevant Date, unless the Relevant Date fallson or after the Maturity Date, in which case the amount due and payable shall be thescheduled Final Redemption Amount of such Note on the Maturity Date together with anyinterest that may accrue in accordance with Condition 5(c).Where such calculation is to be made for a period of less than one year, it shall be madeon the basis of the Day Count Fraction shown hereon.31

(ii)Other Notes: The Early Redemption Amount payable in respect of any Note (other than Notesdescribed in (i) above), upon redemption of such Note pursuant to Condition 6(c) or upon itbecoming due and payable as provided in Condition 10, shall be the Final Redemption Amountunless otherwise specified hereon.(c)(d)Redemption for Taxation Reasons: The Notes may be redeemed at the option of the Issuer in whole,but not in part, on any Interest Payment Date (if this Note is either a Floating Rate Note or an IndexLinked Note) or, at any time, (if this Note is neither a Floating Rate Note nor an Index Linked Note),on giving not less than 30 nor more than 60 days’ notice to the Noteholders (which notice shall beirrevocable), at their Early Redemption Amount (as described in Condition 6(b) above) (together withinterest accrued to the date fixed for redemption), if (i) the Issuer has or will become obliged to payadditional amounts as provided or referred to in Condition 8 as a result of any change in, or amendmentto, the laws or regulations of the Kingdom of Denmark or any political subdivision or any authoritythereof or therein having power to tax, or any change in the application or official interpretation of suchlaws or regulations, which change or amendment becomes effective on or after the date on whichagreement is reached to issue the first Tranche of the Notes, and (ii) such obligation cannot be avoidedby the Issuer taking reasonable measures available to it, provided that no such notice of redemption shallbe given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay suchadditional amounts were a payment in respect of the Notes then due. Before the publication of anynotice of redemption pursuant to this paragraph, the Issuer shall deliver to the Fiscal Agent a certificatesigned by two authorised signatories of the Issuer stating that the Issuer is entitled to effect suchredemption and setting forth a statement of facts showing that the conditions precedent to the right ofthe Issuer so to redeem have occurred.Redemption at the Option of the Issuer: If Call Option is specified hereon, the Issuer may, on givingnot less than 15 nor more than 30 days’ irrevocable notice to the Noteholders (or such other noticeperiod as may be specified hereon) redeem, all or, if so provided, some, of the Notes on any OptionalRedemption Date. Any such redemption of Notes shall be at their Optional Redemption Amounttogether with interest accrued to the date fixed for redemption. Any such redemption or exercise mustrelate to Notes of a nominal amount at least equal to the Minimum Redemption Amount to be redeemedspecified hereon and no greater than the Maximum Redemption Amount to be redeemed specifiedhereon.All Notes in respect of which any such notice is given shall be redeemed on the date specified in suchnotice in accordance with this Condition.In the case of a partial redemption the notice to Noteholders shall also contain the certificate numbersof the Bearer Notes, or in the case of Registered Notes shall specify the nominal amount of RegisteredNotes drawn and the holder(s) of such Registered Notes, to be redeemed, which shall have been drawnin such place and in such manner as may be fair and reasonable in the circumstances, taking account ofprevailing market practices, subject to compliance with any applicable laws and stock exchange or otherrelevant authority requirements.(e)Redemption at the Option of Noteholders: If Put Option is specified hereon, the Issuer shall, at theoption of the holder of any such Note, upon the holder of such Note giving not less than 15 nor morethan 30 days’ notice to the Issuer (or such other notice period as may be specified hereon) redeem suchNote on the Optional Redemption Date(s) at its Optional Redemption Amount together with interestaccrued to the date fixed for redemption.32

To exercise such option the holder must deposit (in the case of Bearer Notes) such Note (together withall unmatured Receipts and Coupons and unexchanged Talons) with any Paying Agent or (in the case ofRegistered Notes) the Certificate representing such Note(s) with the Registrar or any Transfer Agent atits specified office, together with a duly completed option exercise notice (“Exercise Notice”) in theform obtainable from any Paying Agent, the Registrar or any Transfer Agent (as applicable) within thenotice period. No Note or Certificate so deposited and option exercised may be withdrawn (except asprovided in the Agency Agreement) without the prior consent of the Issuer.(f)(g)(h)Partly Paid Notes: Partly Paid Notes will be redeemed, whether at maturity, early redemption orotherwise, in accordance with the provisions of this Condition and the provisions specified hereon.Purchases: The Issuer and any of its subsidiaries may at any time purchase Notes (provided that allunmatured Receipts and Coupons and unexchanged Talons relating thereto are attached thereto orsurrendered therewith) in the open market or otherwise at any price.Cancellation: All Notes purchased by or on behalf of the Issuer or any of its subsidiaries may besurrendered for cancellation, in the case of Bearer Notes, by surrendering each such Note together withall unmatured Receipts and Coupons and all unexchanged Talons to the Fiscal Agent and, in the case ofRegistered Notes, by surrendering the Certificate representing such Notes to the Registrar and, in eachcase, if so surrendered, shall, together with all Notes redeemed by the Issuer, be cancelled forthwith(together with all unmatured Receipts and Coupons and unexchanged Talons attached thereto orsurrendered therewith). Any Notes so surrendered for cancellation may not be reissued or resold and theobligations of the Issuer in respect of any such Notes shall be discharged.7 Payments and Talons(a)(b)Bearer Notes: Payments of principal and interest in respect of Bearer Notes shall, subject as mentionedbelow, be made against presentation and surrender of the relevant Receipts (in the case of payments ofInstalment Amounts other than on the due date for redemption and provided that the Receipt ispresented for payment together with its relative Note), Notes (in the case of all other payments ofprincipal and, in the case of interest, as specified in Condition 7(f)(vi)) or Coupons (in the case ofinterest, save as specified in Condition 7(f)(vi)), as the case may be, at the specified office of any PayingAgent outside the United States by a cheque payable in the relevant currency drawn on, or, at the optionof the holder, by transfer to an account denominated in such currency with, a Bank. “Bank” means abank in the principal financial centre for such currency or, in the case of euro, in a city in which bankshave access to the TARGET System.Registered Notes:(i)(ii)Payments of principal (which for the purposes of this Condition 7(b) shall include finalInstalment Amounts but not other Instalment Amounts) in respect of Registered Notes shall bemade against presentation and surrender of the relevant Certificates at the specified office of anyof the Transfer Agents or of the Registrar and in the manner provided in paragraph (ii) below.Interest (which for the purpose of this Condition 7(b) shall include all Instalment Amounts otherthan final Instalment Amounts) on Registered Notes shall be paid to the person shown on theRegister at the close of business on the fifteenth day before the due date for payment thereof (the“Record Date”). Payments of interest on each Registered Note shall be made in the relevantcurrency by cheque drawn on a Bank and mailed to the holder (or to the first-named of jointholders) of such Note at its address appearing in the Register. Upon application by the holder to33

the specified office of the Registrar or any Transfer Agent before the Record Date, such paymentof interest may be made by transfer to an account in the relevant currency maintained by thepayee with a Bank.(c)(d)(e)Payments in the United States: Notwithstanding the foregoing, if any Bearer Notes are denominatedin U.S. dollars, payments in respect thereof may be made at the specified office of any Paying Agent inNew York City in the same manner as aforesaid if (i) the Issuer shall have appointed Paying Agents withspecified offices outside the United States with the reasonable expectation that such Paying Agentswould be able to make payment of the amounts on the Notes in the manner provided above when due,(ii) payment in full of such amounts at all such offices is illegal or effectively precluded by exchangecontrols or other similar restrictions on payment or receipt of such amounts and (iii) such payment isthen permitted by United States law, without involving, in the opinion of the Issuer, any adverse taxconsequence to the Issuer.Payments Subject to Fiscal Laws: All payments are subject in all cases to any applicable fiscal or otherlaws, regulations and directives, but without prejudice to the provisions of Condition 8. No commissionor expenses shall be charged to the Noteholders or Couponholders in respect of such payments.Appointment of Agents: The Fiscal Agent, the Paying Agents, the Registrar, the Transfer Agents andthe Calculation Agent initially appointed by the Issuer and their respective specified offices are listedbelow. The Fiscal Agent, the Paying Agents, the Registrar, Transfer Agents and the Calculation Agent(s)act solely as agents of the Issuer and do not assume any obligation or relationship of agency or trust foror with any Noteholder or Couponholder. The Issuer reserves the right at any time to vary or terminatethe appointment of the Fiscal Agent, any other Paying Agent, the Registrar, any Transfer Agent or theCalculation Agent(s) and to appoint additional or other Paying Agents or Transfer Agents, provided thatthe Issuer shall at all times maintain (i) a Fiscal Agent, (ii) a Registrar in relation to Registered Notes,(iii) a Transfer Agent in relation to Registered Notes, (iv) one or more Calculation Agent(s) where theConditions so require, (v) Paying Agents having specified offices in at least two major European cities,(vi) such other agents as may be required by any other stock exchange on which the Notes may be listedand (vii) a Paying Agent with a specified office in a European Union member state that will not beobliged to withhold or deduct tax pursuant to any law implementing European Council Directive2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of26–27 November 2000.In addition, the Issuer shall forthwith appoint a Paying Agent in New York City in respect of any BearerNotes denominated in U.S. dollars in the circumstances described in paragraph (c) above.Notice of any such change or any change of any specified office shall promptly be given to theNoteholders.(f)Unmatured Coupons and Receipts and unexchanged Talons:(i)Upon the due date for redemption of Bearer Notes which comprise Fixed Rate Notes (other thanDual Currency Notes or Index Linked Notes), such Notes should be surrendered for paymenttogether with all unmatured Coupons (if any) relating thereto, failing which an amount equal tothe face value of each missing unmatured Coupon (or, in the case of payment not being made infull, that proportion of the amount of such missing unmatured Coupon that the sum of principalso paid bears to the total principal due) shall be deducted from the Final Redemption Amount,Early Redemption Amount or Optional Redemption Amount, as the case may be, due forpayment. Any amount so deducted shall be paid in the manner mentioned above against34

surrender of such missing Coupon within a period of 10 years from the Relevant Date for thepayment of such principal (whether or not such Coupon has become void pursuant toCondition 9).(ii)(iii)(iv)(v)(vi)Upon the due date for redemption of any Bearer Note comprising a Floating Rate Note, DualCurrency Note or Index Linked Note, unmatured Coupons relating to such Note (whether or notattached) shall become void and no payment shall be made in respect of them.Upon the due date for redemption of any Bearer Note, any unexchanged Talon relating to suchNote (whether or not attached) shall become void and no Coupon shall be delivered in respect ofsuch Talon.Upon the due date for redemption of any Bearer Note that is redeemable in instalments, allReceipts relating to such Note having an Instalment Date falling on or after such due date(whether or not attached) shall become void and no payment shall be made in respect of them.Where any Bearer Note that provides that the relative unmatured Coupons are to become voidupon the due date for redemption of those Notes is presented for redemption without allunmatured Coupons, and where any Bearer Note is presented for redemption without anyunexchanged Talon relating to it, redemption shall be made only against the provision of suchindemnity as the Issuer may require.If the due date for redemption of any Note is not a due date for payment of interest, interestaccrued from the preceding due date for payment of interest or the Interest CommencementDate, as the case may be, shall only be payable against presentation (and surrender ifappropriate) of the relevant Bearer Note or Certificate representing it, as the case may be.Interest accrued on a Note that only bears interest after its Maturity Date shall be payable onredemption of such Note against presentation of the relevant Note or Certificate representing it,as the case may be.(g)(h)Talons: On or after the Interest Payment Date for the final Coupon forming part of a Coupon sheetissued in respect of any Bearer Note, the Talon forming part of such Coupon sheet may be surrenderedat the specified office of the Fiscal Agent in exchange for a further Coupon sheet (and if necessaryanother Talon for a further Coupon sheet) (but excluding any Coupons that may have become voidpursuant to Condition 9).Non-Business Days: If any date for payment in respect of any Note, Receipt or Coupon is not a businessday, the holder shall not be entitled to payment until the next following business day nor to any interestor other sum in respect of such postponed payment. In this paragraph, “business day” means a day (otherthan a Saturday or a Sunday) on which banks and foreign exchange markets are open for business in therelevant place of presentation, in such jurisdictions as shall be specified as “Financial Centres” hereonand:(i)(ii)(in the case of a payment in a currency other than euro) where payment is to be made by transferto an account maintained with a bank in the relevant currency, on which foreign exchangetransactions may be carried on in the relevant currency in the principal financial centre of thecountry of such currency or(in the case of a payment in euro) which is a TARGET Business Day.35

8 TaxationAll payments of principal and interest by or on behalf of the Issuer in respect of the Notes, the Receipts andthe Coupons shall be made free and clear of, and without withholding or deduction for, any taxes, duties,assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by orwithin the Kingdom of Denmark or any authority therein or thereof having power to tax, unless suchwithholding or deduction is required by law. In that event, the Issuer shall pay such additional amounts as shallresult in receipt by the Noteholders and the Couponholders of such amounts as would have been received bythem had no such withholding or deduction been required, except that no such additional amounts shall bepayable with respect to any Note, Receipt or Coupon:(a)(b)(c)(d)Other connection: to, or to a third party on behalf of, a holder who is liable to such taxes, duties,assessments or governmental charges in respect of such Note, Receipt or Coupon by reason of hishaving some connection with the Kingdom of Denmark other than the mere holding of the Note,Receipt or Coupon orPresentation more than 30 days after the Relevant Date: presented (or in respect of which theCertificate representing it is presented) for payment more than 30 days after the Relevant Date exceptto the extent that the holder of it would have been entitled to such additional amounts on presenting itfor payment on the thirtieth such day orPayment to individuals: where such withholding or deduction is imposed on a payment to anindividual and is required to be made pursuant to European Council Directive 2003/48/EC or any otherDirective implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 onthe taxation of savings income or any law implementing or complying with, or introduced in order toconform to, such Directive orPayment by another Paying Agent: (except in the case of Registered Notes) presented for payment byor on behalf of a holder who would have been able to avoid such withholding or deduction by presentingthe relevant Note, Receipt or Coupon to another Paying Agent in a Member State of the EuropeanUnion.As used in these Conditions, “Relevant Date” in respect of any Note, Receipt or Coupon means thedate on which payment in respect of it first becomes due or (if any amount of the money payable isimproperly withheld or refused) the date on which payment in full of the amount outstanding is madeor (if earlier) the date seven days after that on which notice is duly given to the Noteholders that, uponfurther presentation of the Note (or relative Certificate), Receipt or Coupon being made in accordancewith the Conditions, such payment will be made, provided that payment is in fact made upon suchpresentation. References in these Conditions to (i) “principal” shall be deemed to include any premiumpayable in respect of the Notes, all Instalment Amounts, Final Redemption Amounts, Early RedemptionAmounts, Optional Redemption Amounts, Amortised Face Amounts and all other amounts in the natureof principal payable pursuant to Condition 6 or any amendment or supplement to it, (ii) “interest” shallbe deemed to include all Interest Amounts and all other amounts payable pursuant to Condition 5 or anyamendment or supplement to it and (iii) “principal” and/or “interest” shall be deemed to include anyadditional amounts that may be payable under this Condition.36

9 PrescriptionClaims against the Issuer for payment in respect of the Notes, Receipts and Coupons (which for this purposeshall not include Talons) shall be prescribed and become void unless made within 10 years (in the case ofprincipal) or five years (in the case of interest) from the appropriate Relevant Date in respect of them.10 Events of DefaultIf any of the following events (“Events of Default”) occurs, the holder of any Note may give written notice tothe Fiscal Agent at its specified office that such Note is immediately repayable, whereupon the EarlyRedemption Amount of such Note together (if applicable) with accrued interest to the date of payment shallbecome immediately due and payable:(a)(b)Non-payment: the Issuer fails, for a period of fourteen days or more (in the case of interest) or sevendays or more (in the case of principal), to pay interest or principal due in respect of any of the Notes; orCross Default:(i)(ii)(iii)any other present or future indebtedness for borrowed money of the Issuer or any of its PrincipalSubsidiaries becomes or is declared due and payable prior to its stated maturity by reason of anyactual or potential default, event of default or the like (howsoever described), orany such indebtedness is not paid when due or, as the case may be within any originallyapplicable grace period, orthe Issuer or any of its Principal Subsidiaries fails to pay when due any amount payable by itunder any present or future guarantee for, or indemnity in respect of, any monies borrowed orraisedprovided that the aggregate amount of the relevant indebtedness, guarantees and indemnities inrespect of which one or more of the events mentioned above in this paragraph (b) have occurredequals or exceeds Euro 50,000,000 or its equivalent (on the basis of the middle spot rate for therelevant currency against the Euro as quoted by any leading bank on the day on which thisparagraph operates); or(c)(d)(e)Enforcement Proceedings: a distress or execution or other similar legal process is levied or enforcedor petitioned for and taken out upon or against any substantial part of the property, assets or revenuesof the Issuer or any Principal Subsidiary and is not discharged or stayed within 60 days of having beenso levied, enforced or sued out; orInsolvency: the Issuer or any Principal Subsidiary becomes, is adjudicated or found to be, unable to payits debts as they mature, or applies for, or consents to, or suffers the appointment of, a liquidator orreceiver of the whole or any substantial part of its undertaking, property, assets or revenues or takes anyproceeding under any law for a readjustment or deferment of its obligations or any substantial partthereof or stops or threatens to stop payment or is wound up or dissolved on grounds of insolvency ormakes or enters into a general assignment or an arrangement or composition with or for the benefit ofits creditors; orWinding-up: an order is made or an effective resolution is passed for winding up the Issuer or anyPrincipal Subsidiary or the Issuer or any Principal Subsidiary ceases or threatens to cease to carry onall or substantially all of its business, in each case except for the purpose of and followed by areconstruction, amalgamation, reorganisation, solvent liquidation, merger or consolidation (i) on terms37

approved by an Extraordinary Resolution of the Noteholders or (ii) in the case of a Principal Subsidiary,whereby the undertaking and assets of the Principal Subsidiary are transferred to or otherwise vested inthe Issuer or another of its Principal Subsidiaries or (iii) in the case of a Permitted Merger or (iv) in thecircumstances referred to in Condition 11(c) or (v) in the case of a Principal Subsidiary, pursuant to avoluntary solvent winding-up where surplus assets are available for distribution; or(f)(g)Breach of other obligations: default is made by the Issuer in the performance or observance of anyobligation, Condition or provision binding on it under the Notes (other than any obligation for thepayment of any principal moneys or interest in respect of the Notes) and, if capable of remedy, suchdefault shall continue for 30 days after written notice thereof requiring the same to be remedied has beengiven to the Fiscal Agent at its specified office by any Noteholder; orAnalogous Events: any event occurs which under the laws of the Kingdom of Denmark or any otherapplicable jurisdiction has an effect similar to any of the events referred to in paragraphs (c), (d) or (e)above.For the purposes of these Conditions:“Permitted Merger” means a reconstruction, amalgamation, merger or consolidation with or transfer of assetsand/or activities to Carlsberg A/S whereby Carlsberg A/S expressly and effectively by law, or by operation oflaw, assumes all of the obligations of the Issuer under the Notes, the Receipts, the Coupons and the Talonsprovided that (i) all action, conditions and things required to be taken, fulfilled and done (including theobtaining of any necessary consents) to ensure that the Notes, Receipts, Coupons, Talons and Deed of Covenantrepresent valid, legally binding and enforceable obligations of Carlsberg A/S are taken, fulfilled and done andare in full force and effect, (ii) legal opinions addressed to the Noteholders shall have been delivered to them(care of the Fiscal Agent) from a lawyer or firm of lawyers with a leading securities practice in Denmark andin England as to the fulfilment of the preceding condition of this paragraph and (iii) any solicited credit ratingassigned to the Notes will remain the same or be improved when Carlsberg A/S assumes the obligations of theIssuer in respect of the Notes or, in the event that there is no solicited rating in respect of the Notes but thereis a solicited rating in respect of the senior unsecured long term debt of the Issuer, the rating of the senior longterm debt of Carlsberg A/S will be equal to or higher than the rating of the senior long term debt of the Issuerwhen Carlsberg A/S assumes the obligations of the Issuer under the Notes and, in each case, this has beenconfirmed in writing by each rating agency which has assigned a solicited rating to the Notes or, as the casemay be, the senior long term debt of the Issuer.“Principal Subsidiary” at any time means a Subsidiary;(1) whose total consolidated assets or consolidated turnover attributable to the Issuer represents not lessthan 10 per cent. of the consolidated total assets or, as the case may be, consolidated turnover of theIssuer and its consolidated subsidiaries taken as a whole, all as calculated by reference to the then latestconsolidated audited accounts of the Issuer and its consolidated subsidiaries; or(2) to which is transferred the whole or substantially the whole of the assets and undertakings of aSubsidiary which immediately prior to such transfer is a Principal Subsidiary (provided that thetransferee shall cease to be a Principal Subsidiary upon the next audited accounts of the Issuer and itsSubsidiaries becoming available if those accounts show that it is not a Principal Subsidiary within theterms of paragraph (1) above)A certificate of two authorised signatories of the Issuer that in their opinion a Subsidiary is or is not or was orwas not during a particular period a Principal Subsidiary shall, in the absence of manifest error, be conclusiveand binding on the Issuer and the Noteholders; and38

“Subsidiary” means any entity (whether or not now existing) more than 50 per cent. of whose issued equitycapital (or equivalent) or voting rights in relation thereto is then held or beneficially owned or controlled, orthe composition of whose board of directors is then controlled, directly or indirectly, by the Issuer and/or anyone or more of its Subsidiaries.11 Meeting of Noteholders, Modifications and SubstitutionSNA13 - 4.11(a)Meetings of Noteholders: The Agency Agreement contains provisions for convening meetings ofNoteholders to consider any matter affecting their interests, including the sanctioning by ExtraordinaryResolution (as defined in the Agency Agreement) of a modification of any of these Conditions. Such ameeting may be convened by Noteholders holding not less than 10 per cent. in nominal amount of theNotes for the time being outstanding. The quorum for any meeting convened to consider anExtraordinary Resolution shall be two or more persons holding or representing a clear majority innominal amount of the Notes for the time being outstanding, or at any adjourned meeting two or morepersons being or representing Noteholders whatever the nominal amount of the Notes held orrepresented, unless the business of such meeting includes consideration of proposals, inter alia, (i) toamend the dates of maturity or redemption of the Notes, any Instalment Date or any date for paymentof interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal amount of, or anyInstalment Amount of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate orrates of interest in respect of the Notes or to vary the method or basis of calculating the rate or rates oramount of interest or the basis for calculating any Interest Amount in respect of the Notes, (iv) if aMinimum and/or a Maximum Rate of Interest, Instalment Amount or Redemption Amount is shownhereon, to reduce any such Minimum and/or Maximum, (v) to vary any method of, or basis for,calculating the Final Redemption Amount, the Early Redemption Amount or the Optional RedemptionAmount, including the method of calculating the Amortised Face Amount, (vi) to vary the currency orcurrencies of payment or denomination of the Notes, or (vii) to modify the provisions concerning thequorum required at any meeting of Noteholders or the majority required to pass the ExtraordinaryResolution, in which case the necessary quorum shall be two or more persons holding or representingnot less than 75 per cent. or at any adjourned meeting not less than 25 per cent. in nominal amount ofthe Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding onNoteholders (whether or not they were present at the meeting at which such resolution was passed) andon all Couponholders.These Conditions may be amended, modified or varied in relation to any Series of Notes by the termsof the relevant Final Terms in relation to such Series.(b)(c)Modification of Agency Agreement: The Issuer shall only permit any modification of, or any waiveror authorisation of any breach or proposed breach of or any failure to comply with, the AgencyAgreement, if to do so could not reasonably be expected to be prejudicial to the interests of theNoteholders.Substitution: The Issuer may, without the consent of the Noteholders or the Couponholders, substituteCarlsberg A/S for itself as principal debtor under the Notes, the Receipts, the Coupons and the Talons(the “Substitute”). The substitution shall be made by a deed poll (the “Deed Poll”), to be substantiallyin the form scheduled to the Agency Agreement as Schedule 9, and may take place only if(i) the Substitute shall, by means of the Deed Poll, agree to indemnify each Noteholder andCouponholder, on an after tax basis, against any tax, duty, assessment or governmental charge that isimposed on it by (or by any authority in or of) the jurisdiction of the country of residence of theSubstitute for tax purposes and, if different, of its incorporation with respect to any Note, Receipt,39

Coupon, Talon or the Deed of Covenant and that would not have been so imposed had the substitutionnot been made, as well as against any tax, duty, assessment or governmental charge, and any cost orexpense, relating to the substitution, (ii) all action, conditions and things required to be taken, fulfilledand done (including the obtaining of any necessary consents) to ensure that the Deed Poll, the Notes,Receipts, Coupons, Talons and Deed of Covenant represent valid, legally binding and enforceableobligations of the Substitute have been taken, fulfilled and done and are in full force and effect, (iii) theSubstitute shall have become party to the Agency Agreement, with any appropriate consequentialamendments, as if it had been an original party to it, (iv) legal opinions addressed to the Noteholdersshall have been delivered to them (care of the Fiscal Agent) from a lawyer or firm of lawyers with aleading securities practice in Denmark and in England as to the fulfilment of the preceding conditionsof this paragraph (c) and the other matters specified in the Deed Poll, (v) any solicited credit ratingassigned to the Notes will remain the same or be improved when the Substitute replaces and substitutesthe Issuer in respect of the Notes or, in the event that there is no solicited rating in respect of the Notesbut there is a solicited rating in respect of the senior unsecured long term debt of the Issuer, such ratingwill remain the same or be improved when the Substitute replaces and substitutes the Issuer in respectof the Notes and, in each case, this has been confirmed in writing by each rating agency which hasassigned a solicited rating to the Notes or, as the case may be, the senior long term debt of the Issuerand (vi) the Issuer shall have given at least 14 days’ prior notice of such substitution to the Noteholders,stating that copies, or pending execution the agreed text, of all documents in relation to the substitutionthat are referred to above, or that might otherwise reasonably be regarded as material to Noteholders,shall be available for inspection at the specified office of each of the Paying Agents. References inCondition 10 to obligations under the Notes shall be deemed to include obligations under the Deed Poll.12 Replacement of Notes, Certificates, Receipts, Coupons and TalonsIf a Note, Certificate, Receipt, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, it may bereplaced, subject to applicable laws, regulations and stock exchange or other relevant authority regulations, atthe specified office of the Fiscal Agent (in the case of Bearer Notes, Receipts, Coupons or Talons) and of theRegistrar (in the case of Certificates) or such other Paying Agent or Transfer Agent, as the case may be, as mayfrom time to time be designated by the Issuer for the purpose and notice of whose designation is given toNoteholders, in each case on payment by the claimant of the fees and costs incurred in connection therewithand on such terms as to evidence, security and indemnity (which may provide, inter alia, that if the allegedlylost, stolen or destroyed Note, Certificate, Receipt, Coupon or Talon is subsequently presented for payment or,as the case may be, for exchange for further Coupons, there shall be paid to the Issuer on demand the amountpayable by the Issuer in respect of such Notes, Certificates, Receipts, Coupons or further Coupons) andotherwise as the Issuer may require. Mutilated or defaced Notes, Certificates, Receipts, Coupons or Talonsmust be surrendered before replacements will be issued.13 Further IssuesThe Issuer may from time to time without the consent of the Noteholders or Couponholders create and issuefurther notes having the same terms and conditions as the Notes (so that, for the avoidance of doubt, referencesin these Conditions to “Issue Date” shall be to the first issue date of the Notes) and so that the same shall beconsolidated and form a single series with such Notes, and references in these Conditions to “Notes” shall beconstrued accordingly.14 NoticesNotices to the holders of Registered Notes shall be mailed to them at their respective addresses in the Registerand deemed to have been given on the fourth weekday (being a day other than a Saturday or a Sunday) after40

the date of mailing. Notices to the holders of Bearer Notes shall be valid if published in a daily newspaper ofgeneral circulation in Luxembourg (which is expected to be the Luxemburger Wort) or, so long as the Notes arelisted on the official list of the Luxembourg Stock Exchange, published on the website of the LuxembourgStock Exchange (www.bourse.lu). If any such publication is not practicable, notice shall be validly given ifpublished in another leading daily English language newspaper with general circulation in Europe. Any suchnotice shall be deemed to have been given on the date of such publication or, if published more than once oron different dates, on the date of the first publication as provided above.Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to theholders of Bearer Notes in accordance with this Condition.15 Currency IndemnityAny amount received or recovered in a currency other than the currency in which payment under the relevantNote, Coupon or Receipt is due (whether as a result of, or of the enforcement of, a judgment or order of a courtof any jurisdiction, in the insolvency, winding-up or dissolution of the Issuer or otherwise) by any Noteholderor Couponholder in respect of any sum expressed to be due to it from the Issuer shall only constitute adischarge to the Issuer to the extent of the amount in the currency of payment under the relevant Note, Couponor Receipt that the recipient is able to purchase with the amount so received or recovered in that other currencyon the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the firstdate on which it is practicable to do so). If the amount received or recovered is less than the amount expressedto be due to the recipient under any Note, Coupon or Receipt, the Issuer shall indemnify it against any losssustained by it as a result. In any event, the Issuer shall indemnify the recipient against the cost of making anysuch purchase. These indemnities constitute a separate and independent obligation from the Issuer’s otherobligations, shall give rise to a separate and independent cause of action, shall apply irrespective of anyindulgence granted by any Noteholder or Couponholder and shall continue in full force and effect despite anyother judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note,Coupon or Receipt or any other judgment or order.16 Contracts (Rights of Third Parties) Act 1999No person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights ofThird Parties) Act 1999.17 Governing Law and Jurisdiction(a)(b)Governing Law: The Notes, the Receipts, the Coupons and the Talons and any non-contractualobligations arising out of or in connection with them are governed by, and shall be construed inaccordance with, English law.Jurisdiction: The Courts of England are to have jurisdiction to settle any disputes that may arise out ofor in connection with any Notes, Receipts, Coupons or Talons and accordingly any legal action orproceedings arising out of or in connection with any Notes, Receipts, Coupons or Talons(“Proceedings”) may be brought in such courts. The Issuer irrevocably submits to the jurisdiction of thecourts of England and waives any objection to Proceedings in such courts on the ground of venue or onthe ground that the Proceedings have been brought in an inconvenient forum. This submission is madefor the benefit of each of the holders of the Notes, Receipts, Coupons and Talons and shall not affectthe right of any of them to take Proceedings in any other court of competent jurisdiction nor shall thetaking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any otherjurisdiction (whether concurrently or not).41

(c)Service of Process: The Issuer irrevocably appoints Carlsberg UK Limited of 140 Bridge Street,Northampton NN1 1PZ, United Kingdom as its agent in England to receive, for it and on its behalf,service of process in any Proceedings in England. Such service shall be deemed completed on deliveryto such process agent (whether or not, it is forwarded to and received by the Issuer). If for any reasonsuch process agent ceases to be able to act as such or no longer has an address in London, the Issuerirrevocably agrees to appoint a substitute process agent and shall immediately notify Noteholders ofsuch appointment in accordance with Condition 14. Nothing shall affect the right to serve process inany manner permitted by law.42

SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM1 Initial Issue of NotesIf the Global Notes are stated in the applicable Final Terms to be issued in NGN form, the Global Notes willbe delivered on or prior to the original issue date of the Tranche to a Common Safekeeper. Depositing theGlobal Notes with the Common Safekeeper does not necessarily mean that the Notes will be recognised aseligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem eitherupon issue, or at any or all times during their life. Such recognition will depend upon satisfaction of theEurosystem eligibility criteria.Global notes which are issued in CGN form and Certificates may be delivered on or prior to the original issuedate of the Tranche to a Common Depositary.If the Global Notes is a CGN, upon the initial deposit of a Global Note with a common depositary for Euroclearand Clearstream, Luxembourg (the “Common Depositary”) or registration of Registered Notes in the name ofany nominee for Euroclear and Clearstream, Luxembourg and delivery of the relative Global Certificate to theCommon Depositary, Euroclear or Clearstream, Luxembourg will credit each subscriber with a nominalamount of Notes equal to the nominal amount thereof for which it has subscribed and paid. If the Global Noteis an NGN, the nominal amount of the Notes shall be the aggregate amount from time to time entered in therecords of Euroclear or Clearstream, Luxembourg. The records of such clearing system shall be conclusiveevidence of the nominal amount of Notes represented by the Global Note and a statement issued by suchclearing system at any time shall be conclusive evidence of the records of the relevant clearing system atthat time.Notes that are initially deposited with the Common Depositary may also be credited to the accounts ofsubscribers with (if indicated in the relevant Final Terms) other clearing systems through direct or indirectaccounts with Euroclear and Clearstream, Luxembourg held by such other clearing systems. Conversely, Notesthat are initially deposited with any other clearing system may similarly be credited to the accounts ofsubscribers with Euroclear, Clearstream, Luxembourg or other clearing systems.2 Relationship of Accountholders with Clearing SystemsEach of the persons shown in the records of Euroclear, Clearstream, Luxembourg or any other permittedclearing system (“Alternative Clearing System”) as the holder of a Note represented by a Global Note or aGlobal Certificate must look solely to Euroclear, Clearstream, Luxembourg or any such Alternative ClearingSystem (as the case may be) for his share of each payment made by the Issuer to the bearer of such Global Noteor the holder of the underlying Registered Notes, as the case may be, and in relation to all other rights arisingunder the Global Notes or Global Certificates, subject to and in accordance with the respective rules andprocedures of Euroclear, Clearstream, Luxembourg, or such Alternative Clearing System (as the case may be).Such persons shall have no claim directly against the Issuer in respect of payments due on the Notes for so longas the Notes are represented by such Global Note or Global Certificate and such obligations of the Issuer willbe discharged by payment to the bearer of such Global Note or the holder of the underlying Registered Notes,as the case may be, in respect of each amount so paid.43

3 Exchange3.1 Temporary Global NotesEach temporary Global Note will be exchangeable, free of charge to the holder, on or after itsExchange Date:(i)(ii)if the relevant Final Terms indicates that such Global Note is issued in compliance with theC Rules or in a transaction to which TEFRA is not applicable (as to which, see “GeneralDescription of the Programme – Selling Restrictions”), in whole, but not in part, for theDefinitive Notes defined and described below; andotherwise, in whole or in part upon certification as to non-U.S. beneficial ownership in the formset out in the Agency Agreement for interests in a permanent Global Note or, if so provided inthe relevant Final Terms, for Definitive Notes.Each temporary Global Note that is also an Exchangeable Bearer Note will be exchangeable forRegistered Notes in accordance with the Conditions in addition to any permanent Global Note orDefinitive Notes for which it may be exchangeable and, before its Exchange Date, will also beexchangeable in whole or in part for Registered Notes only.3.2 Permanent Global NotesEach permanent Global Note will be exchangeable, free of charge to the holder, on or after its ExchangeDate in whole but not, except as provided under paragraph 3.4 below, in part for Definitive Notes or, inthe case of paragraph 3.4 below, Registered Notes:(i)(ii)if the permanent Global Note is an Exchangeable Bearer Note, by the holder giving notice to theFiscal Agent of its election to exchange the whole or a part of such Global Note for RegisteredNotes and(a) if the permanent Global Note is held on behalf of Euroclear or Clearstream, Luxembourg oran Alternative Clearing System and any such clearing system is closed for business for acontinuous period of 14 days (other than by reason of holidays, statutory or otherwise) orannounces an intention permanently to cease business or in fact does so; or (b) if principal inrespect of any Notes is not paid when due, by the holder giving notice to the Fiscal Agent of itselection for such exchange.In the event that a Global Note is exchanged for Definitive Notes, such Definitive Notes shall be issuedin Specified Denomination(s) only. A Noteholder who holds a principal amount of less than theminimum Specified Denomination will not receive a definitive Note in respect of such holding andwould need to purchase a principal amount of Notes such that it holds an amount equal to one or moreSpecified Denominations.3.3 Permanent Global CertificatesIf the Final Terms state that the Notes are to be represented by a permanent Global Certificate on issue,the following will apply in respect of transfers of Notes held in Euroclear or Clearstream, Luxembourgor an Alternative Clearing System. These provisions will not prevent the trading of interests in the Noteswithin a clearing system whilst they are held on behalf of such clearing system, but will limit thecircumstances in which the Notes may be withdrawn from the relevant clearing system.44

Transfers of the holding of Notes represented by any Global Certificate pursuant to Condition 2(b) mayonly be made in part:(i)(ii)(iii)if the relevant clearing system is closed for business for a continuous period of 14 days (otherthan by reason of holidays, statutory or otherwise) or announces an intention permanently tocease business or does in fact do so; orif principal in respect of any Notes is not paid when due; orwith the consent of the Issuer,provided that, in the case of the first transfer of part of a holding pursuant to paragraph 3.3(i) or 3.3(ii)above, the Registered Holder has given the Registrar not less than 30 days’ notice at its specified officeof the Registered Holder’s intention to effect such transfer.3.4 Partial Exchange of Permanent Global NotesFor so long as a permanent Global Note is held on behalf of a clearing system and the rules of thatclearing system permit, such permanent Global Note will be exchangeable in part on one or moreoccasions (i) for Registered Notes if the permanent Global Note is an Exchangeable Bearer Note andthe part submitted for exchange is to be exchanged for Registered Notes, or (ii) for Definitive Notes(a) if principal in respect of any Notes is not paid when due or (b) if so provided in, and in accordancewith, the Conditions (which will be set out in the relevant Final Terms) relating to Partly Paid Notes.3.5 Delivery of NotesIf the Global Note is a CGN, on or after any due date for exchange, the holder of a Global Note maysurrender such Global Note or, in the case of a partial exchange, present it for endorsement to or to theorder of the Fiscal Agent. In exchange for any Global Note, or the part thereof to be exchanged, theIssuer will (i) in the case of a temporary Global Note exchangeable for a permanent Global Note,deliver, or procure the delivery of, a permanent Global Note in an aggregate nominal amount equal tothat of the whole or that part of a temporary Global Note that is being exchanged or, in the case of asubsequent exchange, endorse, or procure the endorsement of, a permanent Global Note to reflect suchexchange or (ii) in the case of a Global Note exchangeable for Definitive Notes or Registered Notes,deliver, or procure the delivery of, an equal aggregate nominal amount of duly executed andauthenticated Definitive Notes and/or Certificates, as the case may be or if the Global Note is a NGN,the Issuer will procure that details of such exchange be entered pro rata in the records of the relevantclearing system. In this Base Prospectus, “Definitive Notes” means, in relation to any Global Note, thedefinitive Bearer Notes for which such Global Note may be exchanged (if appropriate, having attachedto them all Coupons and Receipts in respect of interest or Instalment Amounts that have not alreadybeen paid on the Global Note and a Talon). Definitive Notes will be security printed and Certificateswill be printed in accordance with any applicable legal and stock exchange requirements in orsubstantially in the form set out in the Schedules to the Agency Agreement. On exchange in full of eachpermanent Global Note, the Issuer will, if the holder so requests, procure that it is cancelled andreturned to the holder together with the relevant Definitive Notes.3.6 Exchange Date“Exchange Date” means, in relation to a temporary Global Note, the day falling after the expiry of40 days after its issue date and, in relation to a permanent Global Note, a day falling not less than 60days, or in the case of an exchange for Registered Notes five days, or in the case of failure to pay45

principal in respect of any Notes when due 30 days, after that on which the notice requiring exchangeis given and on which banks are open for business in the city in which the specified office of the FiscalAgent is located and in the city in which the relevant clearing system is located.4 Amendment to ConditionsThe temporary Global Notes, permanent Global Notes and Global Certificates contain provisions that apply tothe Notes that they represent, some of which modify the effect of the terms and conditions of the Notes set outin this Base Prospectus. The following is a summary of certain of those provisions:4.1 PaymentsNo payment falling due after the Exchange Date will be made on any Global Note unless exchange foran interest in a permanent Global Note or for Definitive Notes or Registered Notes is improperlywithheld or refused. Payments on any temporary Global Note issued in compliance with the D Rulesbefore the Exchange Date will only be made against presentation of certification as to non-U.S.beneficial ownership in the form set out in the Agency Agreement. All payments in respect of Notesrepresented by a Global Note in CGN form will be made against presentation for endorsement and, ifno further payment falls to be made in respect of the Notes, surrender of that Global Note to or to theorder of the Fiscal Agent or such other Paying Agent as shall have been notified to the Noteholders forsuch purpose. If the Global Note is a CGN, a record of each payment so made will be endorsed on eachGlobal Note, which endorsement will be prima facie evidence that such payment has been made inrespect of the Notes. Condition 7(f)(vii) and Condition 8(d) will apply to the Definitive Notes only. Ifthe Global Note is a NGN, the Issuer shall procure that details of each such payment shall be enteredpro rata in the records of the relevant clearing system and in the case of payments of principal, thenominal amount of the Notes recorded in the records of the relevant clearing system and represented bythe Global Note will be reduced accordingly. Payments under the NGN will be made to its holder. Eachpayment so made will discharge the Issuer’s obligations in respect thereof. Any failure to make theentries in the records of the relevant clearing system shall not affect such discharge.4.2 PrescriptionClaims against the Issuer in respect of Notes that are represented by a permanent Global Note willbecome void unless it is presented for payment within a period of 10 years (in the case of principal) andfive years (in the case of interest) from the appropriate Relevant Date (as defined in Condition 9).SNA13 - 4.84.3 MeetingsThe holder of a permanent Global Note or of the Notes represented by a Global Certificate shall (unlesssuch permanent Global Note or Global Certificate represents only one Note) be treated as being twopersons for the purposes of any quorum requirements of a meeting of Noteholders and, at any suchmeeting, the holder of a permanent Global Note shall be treated as having one vote in respect of eachintegral currency unit of the Specified Currency of the Notes. (All holders of Registered Notes areentitled to one vote in respect of each integral currency unit of the Specified Currency of the Notescomprising such Noteholder’s holding, whether or not represented by a Global Certificate.)4.4 CancellationCancellation of any Note represented by a permanent Global Note that is required by the Conditions tobe cancelled (other than upon its redemption) will be effected by reduction in the nominal amount ofthe relevant permanent Global Note.46

4.5 PurchaseNotes represented by a permanent Global Note may only be purchased by the Issuer or any of itssubsidiaries if they are purchased together with the rights to receive all future payments of interest andInstalment Amounts (if any) thereon.4.6 Issuer’s OptionAny option of the Issuer provided for in the Conditions of any Notes while such Notes are representedby a permanent Global Note shall be exercised by the Issuer giving notice to the Noteholders within thetime limits set out in and containing the information required by the Conditions, except that the noticeshall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of anoption and accordingly no drawing of Notes shall be required. In the event that any option of the Issueris exercised in respect of some but not all of the Notes of any Series, the rights of accountholders witha clearing system in respect of the Notes will be governed by the standard procedures of Euroclearand/or Clearstream, Luxembourg (to be reflected in the records of Euroclear and Clearstream,Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion) or any otherAlternative Clearing System (as the case may be).4.7 Noteholders’ OptionsAny option of the Noteholders provided for in the Conditions of any Notes while such Notes arerepresented by a permanent Global Note may be exercised by the holder of the permanent Global Notegiving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a PayingAgent set out in the Conditions substantially in the form of the notice available from any Paying Agent,except that the notice shall not be required to contain the serial numbers of the Notes in respect of whichthe option has been exercised, and stating the nominal amount of Notes in respect of which the optionis exercised and at the same time, where the permanent Global Note is a CGN, presenting the permanentGlobal Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation.Where the Global Note is a NGN, the Issuer shall procure that details of such exercise shall be enteredpro rata in the records of the relevant clearing system and the nominal amount of the Notes recorded inthose records will be reduced accordingly.4.8 NGN nominal amountWhere the Global Note is a NGN, the Issuer shall procure that any exchange, payment, cancellation,exercise of any option or any right under the Notes, as the case may be, in addition to the circumstancesset out above shall be entered in the records of the relevant clearing systems and upon any such entrybeing made, in respect of payments of principal, the nominal amount of the Notes represented by suchGlobal Note shall be adjusted accordingly.4.9 Events of DefaultEach Global Note provides that the holder may cause such Global Note, or a portion of it, to becomedue and repayable in the circumstances described in Condition 10 by stating in the notice to the FiscalAgent the nominal amount of such Global Note that is becoming due and repayable. If principal inrespect of any Note is not paid when due, the holder of a Global Note or Registered Notes representedby a Global Certificate may elect for direct enforcement rights against the Issuer under the terms of aDeed of Covenant executed as a deed by the Issuer on 11 May 2009 to come into effect in relation tothe whole or a part of such Global Note or one or more Registered Notes in favour of the personsentitled to such part of such Global Note or such Registered Notes, as the case may be, as47

accountholders with a clearing system. Following any such acquisition of direct rights, the Global Noteor, as the case may be, the Global Certificate and the corresponding entry in the register kept by theRegistrar will become void as to the specified portion or Registered Notes, as the case may be. However,no such election may be made in respect of Notes represented by a Global Certificate unless the transferof the whole or a part of the holding of Notes represented by that Global Certificate shall have beenimproperly withheld or refused.4.10 NoticesSo long as any Notes are represented by a Global Note and such Global Note is held on behalf of aclearing system, notices to the holders of Notes of that Series may be given by delivery of the relevantnotice to that clearing system for communication by it to entitled accountholders in substitution forpublication as required by the Conditions or by delivery of the relevant notice to the holder of the GlobalNote, except that so long as the Notes are listed on the official list of the Luxembourg Stock Exchangeand admitted to trading on the Luxembourg Stock Exchange’s regulated market and the rules of thatexchange so require, notices shall also be published either on the website of the Luxembourg StockExchange (www.bourse.lu) or in a leading newspaper having general circulation in Luxembourg (whichis expected to be the Luxemburger Wort).5 Partly Paid NotesThe provisions relating to Partly Paid Notes are not set out in this Base Prospectus, but will be contained in therelevant Final Terms and thereby in the Global Notes. While any instalments of the subscription moneys duefrom the holder of Partly Paid Notes are overdue, no interest in a Global Note representing such Notes may beexchanged for an interest in a permanent Global Note or for Definitive Notes (as the case may be). If anyNoteholder fails to pay any instalment due on any Partly Paid Notes within the time specified, the Issuer mayforfeit such Notes and shall have no further obligation to their holder in respect of them.48

USE OF PROCEEDSThe net proceeds from the issue of each Tranche of Notes will be applied by the Issuer for general corporatepurposes. If, in respect of any particular issue, there is a particular identified use of proceeds, this will be statedin the applicable Final Terms.SNA12 - 3.249

CARLSBERG BREWERIES A/SIntroductionCarlsberg Breweries A/S (“Carlsberg Breweries” or the “Issuer” and, together with its subsidiaries taken asa whole, the “Group”) was established on 1 July 2000 as a Danish registered company with registered number25508343 pursuant to an agreement dated 31 May 2000 between Carlsberg A/S (“Carlsberg” and, togetherwith its subsidiaries taken as a whole, the “Carlsberg Group”) and Orkla ASA. The Issuer is registered inCopenhagen and operates under Danish law. The Issuer has been a wholly owned subsidiary of Carlsberg sinceFebruary 2004. The Issuer’s registered office is at 100 Ny Carlsberg Vej, 1760 Copenhagen V, Denmark and itstelephone number is +45 33273300.RDA9 - 4.1.3RDA9 - 4.1.4RDA9 - 5.1.1RDA9 - 5.1.2Carlsberg Breweries is the principal holding company for the domestic and international brewing business ofthe Carlsberg Group. The Carlsberg Group is one of the world’s major international brewing groups, withleading market positions in Northern & Western Europe, Eastern Europe and Asia.The Group’s core business is the production, marketing, distribution and sale of beer. The Group’s beer brandportfolio consists of a combination of leading international and regional brands (Carlsberg, Tuborg, Baltika and1664) and strong local brands (such as Ringnes, Super Bock, Feldschlösschen, Kronenbourg and Karhu). TheGroup markets its products in more than 150 markets worldwide, and has brewing operations in 32 countries.The Group’s global operations are diversified among the large and mature markets of Northern & WesternEurope, growth markets in Eastern Europe and emerging markets in Asia. In Northern & Western Europe,Carlsberg has leading positions in the Nordic countries (Denmark, Finland, Norway and Sweden), the threeBaltic countries (Estonia, Latvia and Lithuania), France, Northern Germany, Switzerland and Portugal and asignificant presence in the United Kingdom, Poland, Italy, South East Europe (Bulgaria, Croatia and Serbia)and Greece. In Eastern Europe, the Group is the market leader in Russia, Kazakhstan, Uzbekistan andAzerbaijan, the second largest brewer in Belarus, and the third largest brewer in the Ukraine. In Asia, the Grouphas the leading position in six provinces of Western China, number two positions in Malaysia and Singapore,and a growing presence in Vietnam. The Group also has a number of investments in other promising marketsin Asia, including in India.In order to maximise the effectiveness of the Group’s beer product portfolio and to lower unit distribution costs,Carlsberg Breweries also produces, markets, sells and distributes soft drinks, mineral water, sports/energydrinks, cider and other alcoholic and non-alcoholic beverages in certain markets where the Group has accessto a large, developed distribution system, in particular in the Nordic countries, in the Baltic countries,Switzerland, the United Kingdom and Portugal. The Group has exclusive bottling agreements with The Coca-Cola Company in Denmark and Finland and PepsiCo Inc. in Norway and Sweden.In 2008, 85 per cent. of the Group’s total Pro Rata Volume (109.3 million hl) was generated from beer and15 per cent. of the Group’s total Pro Rata Volume (19.8 million hl) was generated from soft drinks, mineralwater and other non-beer beverages.“Pro Rata Volume” means volumes taking account of 100 per cent. of sales volumes of all subsidiaries wherefull management control is exercised by the Group and sales volume pro rata to ownership in joint venturesand associated companies.The Group has grown both organically and through acquisitions. The Group’s Pro Rata Volume of beerincreased from 82 million hl in 2007 to 109.3 million hl in 2008 and net revenue increased from DKK44.8 billion in 2007 to DKK 59.9 billion in 2008, while operating profit increased from DKK 5.0 billion in50

2007 to DKK 7.6 billion in 2008. These increases are principally due to the integration of the assets acquiredby Carlsberg through the acquisition of Scottish & Newcastle plc.HistoryThe Carlsberg Group was founded in 1847 by J.C. Jacobsen. His brewery, just outside the city ramparts ofCopenhagen, pioneered steam brewing, refrigeration techniques and, most significantly, the propagation of asingle yeast strain. J.C. Jacobsen demanded quality above all else, and his innovations in the art of making beerlaid the cornerstone of the modern beer-brewing industry. Today almost all of the main lager products in maturemarkets derive their yeast from the strain developed by Carlsberg (Saccharomyces Carlsbergensis).In 1970, Carlsberg merged with the second largest Danish brewery group, Tuborgs Bryggerier A/S, founded in1873.Since 2000, the Carlsberg Group has increasingly focused its resources on its core business, the production,marketing, distribution and sale of beer. The Carlsberg Group began investing in its existing brewing businessand acquired a significant presence in countries where its activities historically had been relatively limited.Over the same period, the Carlsberg Group has actively sold off shareholdings from non-core positions andbusinesses in which controlling positions could not be achieved.In May 2000, the Carlsberg Group announced the formation of the Carlsberg Breweries joint venture withOrkla. Carlsberg Breweries consisted of the beverage operations of the Carlsberg Group and Orkla, with Orklacontributing its leading positions in Norway and Sweden and its 50 per cent. shareholding in Baltic BeveragesHolding AB (“BBH”). Carlsberg owned 60 per cent. of Carlsberg Breweries and Orkla owned the remaining40 per cent.In February 2004, Carlsberg announced the acquisition of Orkla’s holding in Carlsberg Breweries, whichresulted in Carlsberg Breweries and its 50 per cent. shareholding in BBH becoming wholly-owned by theCarlsberg Group.In 2004, the Group acquired Holsten-Brauerei AG in Hamburg, making the Group the leading brewery innorthern Germany. The integration of Holsten proceeded as planned in 2004, and a number of synergy gainshave been realised, including increased sales of the Carlsberg brand via Holsten’s well-developed salesorganization and sales of the Holsten brand in various other countries through the Group’s Export and LicenceDepartment.In 2005 and 2006, the Group sold its stake in the Korean brewer, Hite Brewery Co. Ltd., an entity in which theGroup held a minority stake.In recent years, the Group has acquired a significant presence in countries where its activities historically hadbeen relatively limited. For example, in 2007, the Group further expanded its operations in Asia by enteringinto several joint ventures and acquiring holdings in several Asian companies, including, but not limited to:entering into a joint venture in India; acquiring a 65 per cent. holding in the Lao Soft Drink Co. Ltd. in Laos;acquiring a 16 per cent. holding in Habeco in 2008 (also known as the Hanoi Beer Company) in northernVietnam and entering into a related strategic partnership agreement. In 2008, Baltika acquired Baku Breweryin Azerbaijan.Over the same period, the Group has started to consolidate and optimise its production network in Northern &Western Europe, generally by focusing on its larger breweries and closing down others, typically the smallerbreweries.51

In 2008 Carlsberg and Heineken N.V. together acquired Scottish & Newcastle p.l.c. (“S&N”). Carlsbergacquired the following activities:• the remaining 50 per cent. of BBH that the Carlsberg Group did not already own;• S&N’s French business, including Brasseries Kronenbourg and the worldwide brand rights toKronenbourg;• the worldwide brand rights to Grimbergen;• Mythos, a Greek brewer;• a 17.5 per cent. holding in the Chongqing Brewery Co. Ltd, a Chinese brewer; and• a joint venture in Vietnam.Group StructureCarlsberg Breweries is the principal holding company for the domestic and international brewing business ofthe Carlsberg Group. The Issuer has been a wholly owned subsidiary of Carlsberg since February 2004.RDA9 - 6.1RDA9 - 10.1Carlsberg’s largest single shareholder is the Carlsberg Foundation, one of Denmark’s largest charitableorganisations, which is required by its charter to hold more than 25 per cent. of Carlsberg’s share capital and aminimum of 51 per cent. of the voting rights in Carlsberg. As at 31 December 2008, the Carlsberg Foundationheld 30 per cent. of the share capital of Carlsberg and 73 per cent. of the voting rights in Carlsberg. Theremaining shares are freely traded.The following is a simplified chart showing the position of the Issuer in the Carlsberg Group and the Issuer’srelationship with its main operating subsidiaries as at 31 December 2008:Carlsberg A/SListed on OMX Copenhagen100%Carlsberg Breweries A/SOperating companies52

Competitive StrengthsManagement believes that the key strengths that will help the Group achieve its strategies and that differentiateCarlsberg Breweries from its competitors include the following:●The Group is the fourth largest brewer in the world by gross beer volume, with a number of leadingmarket positions in Northern & Western Europe, Eastern Europe and Asia. More than half of theGroup’s gross beer volume is sold in markets where the Group has either a number one or number twoposition. As such, the Group is able to benefit from significant economies of scale in production,procurement, marketing, distribution and sales. The acquisition of parts of the activities of S&N hassignificantly increased the scale of the Group’s business and has further positioned it as one of theglobal and regional leaders in the brewing sector.●Management believes that the Group is one of the world’s fastest growing global brewers, driven bysignificant opportunities for efficiency improvements in Northern & Western Europe and EasternEurope, continued high growth in Eastern Europe and Asia and a long-term strategy of focusinginvestment on those markets with the greatest growth potential.●The Carlsberg Group owns a portfolio of leading brands. The Carlsberg brand, which is licensed byCarlsberg to the Issuer, is one of the largest international beer brands, with a presence in more than 100countries through direct sales, licensing and exports. Tuborg is a premium beer that has built on itsDanish heritage and is now available in over 60 countries worldwide. The Baltika brand is the leadingbrand in Russia and the largest brand in Europe (source: Canadean). In recent years, the Baltika brandhas expanded beyond its traditional Russian base and is now available in 50 countries. The Holstenbrand is a strong brand in Northern Germany with widespread international recognition and is nowavailable in more than 50 countries worldwide. The 1664 brand is a premium brand in France and nowavailable in more than 50 countries worldwide.●In Northern & Western Europe, the Group has maintained its leading positions and continued to expandthrough acquisitions, while increasing margins. Following implementation of its efficiencyprogrammes, the Group’s operating margins have increased from 8.8 per cent. in 2006 to 10.6 per cent.in 2008. The addition of Brasseries Kronenbourg in 2008 strengthened the Group’s regional footprintthrough the addition of another leading position in a major Western European market. Managementbelieves that there is significant potential to extract cost and revenue synergies from BrasseriesKronenbourg through the introduction of the Group’s existing Excellence Programmes. See “CarlsbergBreweries A/S – Excellence Programmes”.●Elsewhere in Northern & Western Europe, the Group has built significant positions in Poland and SouthEastern Europe to create platforms, controlled by the Group, that have the necessary scale and productportfolio to take advantage of the strong growth potential of these markets.●The Group has established leading positions in Eastern Europe. The Group is today the largest brewerybusiness in Russia, Kazakhstan, Uzbekistan and Azerbaijan by market share and the second and thirdlargest brewery businesses in Belarus and the Ukraine, by market share, respectively. In the marketswhere the Group holds the largest market share, its market share is approximately twice that of itsnearest competitor. Over the last five years, the Group’s subsidiaries in Eastern Europe haveexperienced consistently high operating margins and revenue growth.53

●In recent years most of the Group’s subsidiaries in Eastern Europe have seen an increasing conversionof strong revenue into material cash flows. Following the acquisition of parts of the activities of S&N,BBH is under the control of a sole owner for the first time in its 16 year history.●In Asia, the Group has solid market positions in Western China, Malaysia, Singapore, Vietnam,Cambodia and Laos. The Group also has a number of investments and partnerships in other promisingmarkets in the region. The acquisitions of the holding in Chongqing Brewery Co. Ltd. in Western Chinaand the joint venture in India have served to enhance the Group’s position in these key future growthmarkets.Business StrategyThe strategic objective of the Group is to be the fastest growing global beer company.Group-wide strategies to achieve this objective involve a focus on step change innovation, commercialexecution and efficiency and on enhancing the skills of managers and employees through shared “winningbehaviours”.The strategic objective for Northern & Western Europe is to improve competitiveness and earnings. The Groupintends to achieve this objective by increasing efficiency and effectiveness through its Excellence Programmes,network optimisation and its business standardisation programme.In Eastern Europe the Group’s strategic objective is to ensure profitable growth by focusing on its brandportfolio and mix of products, leveraging its strength in the beer market for the benefit of its other beveragesbusiness, rolling out Excellence Programmes and continuing to increase its presence in smaller and newmarkets.In Asia, the Group’s strategic objective is to establish a growth platform through strengthening its brandportfolio and building stronger businesses in Western China, Vietnam and India, coupled with a commitmentto make strategic acquisitions.ProductsBeer PortfolioThe core business of the Group is beer. The Group currently manages a portfolio of beer brands, with themajority of these being local brands, in which sales are limited to a single market. In 2008, 85 per cent. ofPro Rata Volume (109.3 million hl) was generated from beer. The Group’s beer brand portfolio consists of acombination of leading international and regional brands (Carlsberg, Tuborg, Baltika and 1664) and localbrands (such as Koff and Feldschlösschen).The table below lists the Group’s 10 largest brands for 2008 in terms of Gross Beer Volume.GrossBrand VolumesBrand Classification 2008––––––––––––––––––––––––––––––––––––––––––––––––––––––––– –––––––––––– –––––––––(Million hl)Baltika...................................................................................................... International 18.5Carlsberg.................................................................................................. International 12.4Tuborg ...................................................................................................... International* 10.054

GrossBrand VolumesBrand Classification 2008––––––––––––––––––––––––––––––––––––––––––––––––––––––––– –––––––––––– –––––––––(Million hl)1664 ......................................................................................................... International* 7.5 (1)Super Bock............................................................................................... Local 3.2Holsten ..................................................................................................... Regional* 2.6Feldschlösschen ....................................................................................... Local 1.6Skol .......................................................................................................... Regional* 1.4Cristal....................................................................................................... Local 0.9Shumensko............................................................................................... Local 0.9* Source: Carlsberg’s internal classification.Note:(1) Estimated sales in Europe in 2008 (source: Canadean).The Group’s Key BrandsCarlsberg. The Carlsberg brand is an international premium brand. The Carlsberg brand is one of the largestinternational beer brands with a presence in more than 100 countries through direct sales, licensing andexports. The Carlsberg brand is licensed to Carlsberg Breweries by Carlsberg.Tuborg. The Tuborg brand is an international premium brand. Tuborg is available in over 60 countriesworldwide. Tuborg has in recent years been very successful in Eastern Europe and is a market leader in licensedpremium brands in Russia. In 2007, Russia became the largest single market for the Tuborg brand.Baltika. The Baltika brand is an international brand and the largest brand in the Group in terms of volume. Inrecent years, the Baltika brand has expanded beyond its traditional Russian base and is now available in morethan 45 countries. The Baltika brand includes the premium beer Baltika No. 7 and the mainstream beers,Baltika No. 3 and Baltika Cooler.1664. The 1664 brand is an international super-premium brand. 1664 is available in more than 50 countriesworldwide.Kronenbourg. The Kronenbourg brand is the leading brand in France and the sixth largest brand in WesternEurope (source: Canadean). The Kronenbourg brand is sold throughout France.Leading Local BrandsLeading local brands play, and will continue to play, an important role in the Group’s portfolio. In each of theGroup’s European markets, a local mainstream brand has been developed as a leading local brand to be a keydriver in the local mainstream segment.Other Beverages PortfolioThe Group expands its product lines beyond its core business where it identifies strategic opportunities. TheGroup produces, markets, sells and distributes soft drinks, mineral water, sports/energy drinks, cider and otheralcoholic beverages. The Group aims to be market-leading in the malt-based beverage segment and to55

complement its position in local markets by operating in the soft drinks, water and cider segments of thebeverage market where synergies can be realised.The soft drinks portfolio generally consists of the bottling and production under license of leading internationalbrands such as Coca-Cola, Pepsi and Schweppes, and strong national brands (both carbonated and noncarbonated)such as Tuborg Squash in Denmark, and the water brand Ramlösa in Sweden. In 2008,approximately 15 per cent. of Pro Rata Volume (19.8 million hl) was generated from soft drinks, mineral waterand other non-beer beverages.The Group frequently expands and adjusts its product range to include beverages other than beer, includingmalt-based drinks, functional drinks, mineral water, and cider. These beverages are aimed at developing theGroup’s market beyond that of its traditional consumer.Branding and MarketingCarlsberg owns the Carlsberg brand and licenses the use of it to Carlsberg Breweries under a long-termlicensing agreement for a nominal fee. The Group is the owner of all its other regional and local brands,including Tuborg. With the exception of certain jurisdictions in which it is not possible to register trademarks,trademark registrations for the Carlsberg and Tuborg brands have been effected in almost every country in theworld. Trademark registrations for local brands have also been effected in numerous countries, with the numberof countries depending on the importance, volume and geographical presence of each such local brand.In a number of markets where the Group’s brands are licensed to third parties, various agreements have beenentered into regarding requirements to and opportunities for licensees in relation to the marketing of the brandslicensed.BrandingThe Group will continue to focus on developing and strengthening its brand portfolio based on a combinationof strong local and international brands. An essential part of the Group’s strategy is to develop its brands aspremium brands. The Group’s brand portfolio is strengthened and developed further through enhancement ofbrand quality, marketing and product innovation. Where the Group does not own premium brands or cannotmarket its products as such, it will enter into partnerships to improve its brand portfolio.The Carlsberg Group’s premium brand portfolio includes the international brands Carlsberg, Tuborg, Baltikaand 1664. International brand management is controlled at Group level to streamline the international portfolioand to build strong platforms and growth models for each international brand in order to optimise profits. Theinternational brands are supported by local initiatives on a country-by-country basis.Strong local brands such as Ringnes, Feldschlösschen, Okocim, Falcon, Koff and Super Bock play an importantrole in the portfolio. As part of the Group’s portfolio development strategy, the platform of strong local brandsare used to offer consumers the opportunity to trade up, by introducing new packaging or line extensions (suchas flavour variants or reduced-calorie versions).As beer markets mature, innovations play an increasingly important role in driving value growth. In the future,the Group’s approach towards innovation is expected to be more systematic and focused, and greater emphasiswill be placed on large international launches.MarketingThe global marketing activities of the Group have significantly strengthened long-term brand value. Althoughadvertising is the primary brand marketing strategy in most key markets, the Group pursues an active policyof developing direct contact and communication with consumers through sponsoring sporting and live music56

events, and hosting beer festivals. The world of sports is an integral part of the Carlsberg brand and itsconnection to consumers. In terms of sponsorships, football is the Group’s flagship sport globally. The Groupis involved in the longest sponsorship ever in the English Premiership, sponsoring Liverpool Football Clubsince 1992 and was the lead sponsor of the 2008 UEFA European Football Championship (EURO 2008). Thisis in line with the international brand strategy of strong investments in sponsorships with prestigious sportingevents that reinforce the brand’s premium character and promote both on-trade and off-trade volume.Through its Tuborg brand, the Carlsberg Group also sponsors live music events. Since 1991, the CarlsbergGroup has sponsored the Roskilde Festival, the largest music festival in Northern Europe, through the Tuborgbrand. In South East Europe and Eastern Europe, Tuborg sponsors GreenFest, which is a series of large musicfestivals in various cities. In the United Kingdom, Tuborg is the Official Beer of Live Nation, the UK’s biggestorganiser of festivals and live music events. Through these sponsorships, Management believes that Tuborg hasgradually established its position as the beer most frequently associated with live music.Raw Materials and PackagingThe principal raw materials that the Group uses in the brewing process are barley/malt, hops, yeast and water.Barley and hops are generally available on the open market and barley and hops are usually grown in theregions where the Group brews beer. The Group usually uses its own proprietary yeast, which it grows in itsfacilities. In some regions, the Group imports hops to obtain appropriate quality and variety. The Grouppurchases these ingredients through the open market and through contracts with suppliers. The Group producesa part of its own malt requirements in Northern & Western Europe and Eastern Europe. Part of the Group’sbarley needs in Eastern Europe are sourced through direct collaboration with farmers.Raw materials prices are determined by, among other factors: the level of supplier competition andconsolidation; the level of crop production; weather conditions; overall beer market sales growth; demand fromoverseas markets; government regulations; and macro-economic conditions. In addition, prices of certain rawmaterials are impacted by the growing global demand for bio fuels.The Group is reducing the number of its suppliers in order to develop closer strategic relationships therebyensuring tighter quality control, more competitive prices and better service. Some of the Group’s raw materialsupply contracts are long-term fixed-price contracts to ensure stable supply, price stability and predictability.The Group relies to some extent on a few third-party suppliers. See “Risk Factors – Risks Related to theGroup’s Business – Reliance on key third-parties could have a material adverse effect on the Group’s business,results of operations, cash flows or financial condition.”The main part of packaging material expenditures is related to beverage cans and glass and PET bottles.However, the Group is also a large buyer of steel kegs, crown corks, plastic closures, wet glue labels andcardboard products. It has a number of long-term contracts for the supply of packaging materials with strategicsuppliers. The choice of packaging materials varies by price and availability in different regions, as well as byconsumer preferences and the individual brand position and image.The Group coordinates the procurement of all major raw materials and packaging in Northern & WesternEurope and Eastern Europe with the exception of concentrates for third-party brands. In Northern & WesternEurope, the Group mainly purchases its raw materials and packaging from large national and internationalsuppliers. In Eastern Europe and Asia, the Group also purchases a part of its raw materials and packaging fromsmall local or regional suppliers.57

ProductionDue to similar production methods employed to make different brands of beer, brewers have some flexibilityto allocate production between their breweries so as to minimise overheads and distribution costs and reducecapital expenditure requirements. A brewer’s ability to achieve such savings is largely driven by extra costsinvolved in changing production/packaging formats and the costs of distribution, together with otherconsiderations such as products being associated with specific locations and different national tariff systems.The Group builds, invests and develops its production facilities to meet the requirements and demands of localmarkets in terms of brand, volume and packaging type, while conforming to Group-wide policies concerningquality and safety assurance and environmental standards.The Group brews beer at a total of 84 breweries in 32 countries. Individual production facilities across theGroup vary widely in terms of scale. The largest single site is the Baltika plant in St. Petersburg, Russia, witha capacity of approximately 9.2 million hl per year. Product quality assurance is a key focus for the Group. Thequality of raw materials and production is ensured through various activities, including operational audits atthe breweries and suppliers as well as quality-standard certification requirements.The Group has an ongoing focus on optimizing its brewing, sales and distribution throughout the Group andon both a national and regional level as part of its ongoing commitment to free-up invested capital. Currently,the most significant project relates to the closure and redevelopment of the Valby brewery site in centralCopenhagen after the transfer of production from Valby to the Fredericia brewery.The table below lists the Group’s five largest breweries and includes their location and production capacity.ProductionBrewery Location Capacity–––––––––––––––––––––––––––––––––––––––––––––––––––– –––––––––––– –––––––––(Million hl)Baltika SPB..................................................................................... St. Petersburg, Russia 9.2Kronenbourg ................................................................................... Obernai, France 7.3Fredericia Brewery.......................................................................... Fredericia, Denmark 6.5Yarpivo............................................................................................ Yaroslavl, Russia 5.4Baltika Tula..................................................................................... Tula, Russia 5.2Sales and DistributionThe distribution of beer varies from country to country and from region to region. The nature of distributionreflects consumption patterns and market structure, geographic density of customers and the existence of thirdpartywholesalers. In some markets, brewers distribute directly to customers (for example, the Nordic region)while in other markets wholesalers, for legal reasons (for example, the United States and Canada) or becauseof historical market practice (for example, Italy and France), play an important role in distributing a significantproportion of beer to customers.The Group utilises three main distribution models, varying by market due to the Group’s positions in thosemarkets, regulatory considerations and local market dynamics (consumption patterns, market structure,geographic density of customers and existence of third-party wholesalers). These distribution models are:●Direct distribution to the retail level (both on-trade and off-trade outlets);●Third-party distribution (wholesalers, importers, distributors, and “cash and carry” outlets); and58

●A combination of direct and third-party distribution, primarily through wholesalers.The Group segments its customers by channel between on-trade outlets (for example, bars, pubs, restaurantsand hotels), off-trade outlets (for example, supermarkets, kiosks and retail shops) and third-party sales (forexample, wholesale, cash and carry and other third parties). This segmentation (the “channel model”) allowsthe Group to allocate resources to different types of customers by supplying each channel with the salessupport, brand and trade marketing and supply chain that it needs.In all markets, the Group strives to serve customers in the most cost-efficient way possible while maintainingappropriate service levels. In the Nordic region, this service level requires direct delivery to stores and outlets.In contrast, the German market is primarily served through wholesalers. Because the largest segment of the UKmarket consists of on-trade outlets, the Group focuses on these outlets by distributing both directly to outletsand through wholesalers. In Switzerland and Italy, a major portion of the Group’s distribution is direct, whereasin Portugal distribution is primarily carried out through owned and third-party wholesalers.In Northern & Western Europe, product handling is conducted in accordance with quality standards, andwarehouse operations are enhanced by automation to improve storage and handling capacity. Distribution toretailers and wholesalers is accomplished either by using trucks owned or leased by the Group, driven andunloaded by employees of the Group, or by using third-party providers of transportation services.In emerging and growth markets, customers often prefer to order through wholesalers rather than receivingdirect deliveries. In Eastern Europe, Carlsberg Breweries sells largely through wholesalers, but with directdeliveries to major retail chains. In Russia, Baltika is adjusting distribution to changing market conditions andis expected to show more direct distribution business, but wholesalers remain the most important distributor inmany of the country’s regions. In Asia, distribution varies from country to country: in Malaysia, Singapore andChina, the distribution network is primarily through wholesalers with direct deliveries to the major retailchains, but in Hong Kong the distribution is direct with a smaller part going through third-party wholesalers.The sales system generally comprises selling efforts towards existing and new customers as well as ordertaking, distribution and payments. The Group principally uses telephone sales calls to serve the on-tradebusiness, while the off-trade business is principally served by sales representative visits. Daily customer salesdevelopment in the larger outlets is generally handled by the field sales force and the agreements andnegotiations with major key accounts, including category and promotional activities, are generally handled bythe Group’s key account managers.Licensing and ExportLicenses issued by the Group grant authority to third-party licensees to manufacture, package, sell and marketin a particular assigned territory (usually a country). The license covers only a particular brand and that brandis agreed to be produced under strict rules and technical requirements provided and monitored by Groupheadquarters. The Group also accesses new markets through international distribution agreements.The Group has licensing agreements in more than 20 countries, predominantly for the Carlsberg brand (whichis licensed by Carlsberg to Carlsberg Breweries and sub-licensed by Carlsberg Breweries to third parties), andexports to more than 100 countries. The other main brands in the Group that are licensed out to third partiesare Tuborg, Baltika, Holsten and 1664. In total, the Export and License business is responsible forapproximately 6.5 million hl per year, of which the majority of volume relates to the Carlsberg brand. TheExport and License business is important to building the global presence and awareness of the Group’s brands.In connection with the acquisition of activities from S&N exclusive, long-term licensing agreements have been59

entered into with Heineken regarding the acquired brands Kronenbourg and Grimbergen for the markets in theUnited Kingdom and Belgium, respectively.Excellence Programmes and other Group projectsThe Group operates a number of Excellence Programmes that focus on margin enhancement by improvingefficiencies and cost control, as well as optimizing top-line revenue growth. These Excellence Programmeshave been successfully introduced across Northern & Western Europe, and processes and procedures inproduction, procurement, administration, logistics as well as sales and marketing are being systematicallystreamlined. Roll out of excellence programmes in Eastern Europe, with a primary focus on Russia, startedimmediately after the acquisition of Scottish & Newcastle (and thereby of 100 per cent. of BBH) wascompleted in 2008. An important element of these Excellence Programmes is their impact on corporate cultureand their success in creating an environment where a constant focus on efficiency improvements is an integralpart of day-to-day operations.The experience gained during the introduction and execution of the Excellence Programmes in Northern andWestern Europe is now being used to apply them throughout the Group. In addition, as a natural extension ofthe Excellence Programmes, the Group has now launched a standardisation project, which will represent thenext phase in the Group’s ongoing drive to increase efficiency. This programme aims to optimise internalprocesses to ensure efficient and aligned Group functions, while retaining flexibility to adapt to the demandsof local markets. As with the Excellence Programmes, the standardisation project will be rolled out first in themature Northern & Western European markets, and subsequently, in the Group’s other markets. The details ofthe most important Excellence Programmes and the Business Standardisation Project are set out below.Operational Excellence ProgrammesThe Group’s Production Excellence Programme was established to create a best-in-class European productionnetwork by focusing investment on selected anchor plants, developing production excellence across productionplants and strengthening the supply chain management capabilities across the Group. Examples of initiativesundertaken as part of this programme include: identifying the optimal method of cleaning yeast tanks, whichhas reduced the amount of chemicals used, and the amount of time it takes to clean the tanks; and the annualoverhaul of beer fillers, which has resulted in reducing the amount of time the fillers are not in operation andhas reduced the frequency of replacing expensive spare parts.The Group’s Procurement Excellence Programme was established to focus on cost categories that had notpreviously been addressed centrally, including transportation, consultancy and marketing. In addition, Groupwidepurchasing initiatives were introduced in relation to items of capital expenditure and packaging materialsused in several national businesses. Examples of initiatives undertaken as part of this programme include:standardizing technical equipment throughout the Group, which has ensured that equipment throughout theGroup has the same technical specification, including quality requirements; and standardizing commercialcontracts, which has improved the Group’s cash flows. The Group has also incorporated a centralisedprocurement structure for certain markets.The Group’s Administration Excellence Programme was established to develop more cost-effectiveadministrative operations, and to share best practice within administrations between countries (covering areasincluding information technology, finance, general administration and general management). An example ofan initiative undertaken as part of this programme includes the outsourcing of the Group’s Europeaninformation technology service to IBM. As part of the outsourcing arrangement, IBM was given theresponsibility to design a system that would meet the Group’s requirements for high-quality IT services, whilealso resulting in significant information technology cost savings.60

The Group’s Logistic Excellence Programme was established to review the logistic function with a view toidentifying and implementing initiatives to drive efficiencies and cost savings. Examples of initiativesundertaken as part of this programme include: the reduction of depots and truck numbers in Switzerland; andthe outsourcing of cross-docking operations to external partners in Sweden.Commercial Excellence ProgrammeThe Commercial Excellence Programme was established to maximize the value of the Group’s brand andproduct portfolios for each of its customer groups and sales channels. The Commercial Excellence Programmefocuses on optimizing the use of resources within the commercial operations of the Group (for example,marketing and sales). The Commercial Excellence Programme aims to enhance product sales and the productassortment to individual customers, improve the efficiency of the Group’s marketing and sales force andimplement best practice among the sales and marketing functions across the Group. Whereas the OperationalExcellence Programmes focus on increasing the operating margin through efficiency and productivityimprovements, the Commercial Excellence Programme is focused on delivering both top-line revenue growthand the most efficient commercial approach.Cash RaceCash Race has been running for several years to minimise the capital tied up in net working capital. Cash Racefocuses on optimising accounts payable, accounts receivable and inventory in order to free capital and to useit more effectively, as a form of cheap and accessible financing. Whereas Excellence Programmes focus onoptimising operational performance, Cash Race aims at reducing net debt or providing financing alternativesto debt and/or equity. The initial phases of the Cash Race focused on collection processes. The current phasefocuses on payment terms and will subsequently move on to optimising the supply chain.Business Standardisation ProjectA natural extension of the Excellence Programmes, the standardisation project is the next phase in the Group’songoing work to increase the efficiency of all parts of its business. The aim of the project is to improveperformance by introducing uniform processes and centralised and standardised systems to drive furtherefficiencies and margin improvements across the business. A key aim of the programme will be to maintain thebalance between the benefits of centralising and streamlining key Group functions, while retaining theflexibility to adapt where necessary to local markets, customers and consumption patterns. In addition tocreating immediate synergies by reducing the complexity of the Group, Management anticipates that thestandardisation project will result in greater transparency across the Group, which will in turn provide newopportunities to optimise working methods and processes. The first phase of the programme was launched in2008 and involved identifying and mapping the operational and administrative processes with a view todesigning and optimizing uniform business processes and IT systems across the Group’s subsidiaries. In 2009,the detailed design phase was launched in order to design a solution to optimise the Group’s processes.Carlsberg’s Global OperationsThe Group’s operations consist of brewery activities in three geographical regions: Northern & WesternEurope, Eastern Europe and Asia. The beer markets in these regions vary widely, from the mature markets ofNorthern & Western Europe to the emerging and growth markets of Eastern Europe and Asia, in particular inrelation to growth rates, consumption per capita and the types of beers consumed. Consequently, the regions’contributions to the Group’s growth, earnings and development differ significantly.61

The following table shows the breakdown by Pro Rata Volumes of beer, net revenue and operating profitbetween the Group’s three geographic regions for the year ended 31 December 2008.Year ended 31 December 2008––––––––––––––––––––––––––––––––––––Pro RataVolume Net Operatingmillion revenue Profithectolitres DKK millions DKK millions–––––––––––– –––––––––––– ––––––––––––Northern & Western Europe 51.0 37,128 3,953Eastern Europe 46.8 19,137 4,109Asia 11.5 3,555 511Northern & Western EuropeOverviewCarlsberg Breweries is the second largest brewer in the region with market leading positions in a large numberof countries and significant market positions in other countries.The region comprises mature markets such as the Nordic countries, the United Kingdom, France, Germany,Switzerland and Italy, where growth rates are expected to be flat or slightly declining. The region alsocomprises markets such as Poland, the Baltic States and Balkan countries, where long-term beer consumptionis still expected to grow despite the current negative impact from the global crisis.Volumes are generally supported by a well-established retail structure, a strong tradition of beer consumptionin most of the region and consumers who are receptive to innovation.The competitive landscape varies from country to country. For example, in the Nordic region the Groupcompetes mainly with local players and local beer brands, while in the United Kingdom and France the Groupcompetes against large international brewers and international brands.The Nordic CountriesCarlsberg Denmark is wholly owned by the Group and is the largest brewer in Denmark. The Group’s largestbrands in Denmark are Tuborg and Carlsberg. Carlsberg Denmark also bottles, distributes and sells the Coca-Cola Company brands in Denmark capturing a significant share of the Danish soft drink market. CarlsbergDenmark distributes most of its products directly to on-trade and off-trade customers.Ringnes in Norway is wholly owned by the Group and is the largest brewer in Norway. The Group’s largestbrands in Norway are Tuborg and Ringnes. Ringnes also bottles, distributes and sells PepsiCo products inNorway. Ringnes distributes most of its products directly to on-trade and off-trade customers.Carlsberg Sweden is wholly owned by the Group and is the largest brewer in Sweden. The Group’s largestbrands in Sweden are Pripps and Falcon. Carlsberg Sweden also bottles, distributes and sells PepsiCo brandsin Sweden and is the owner of Ramlosa mineral water, which is sold internationally. Carlsberg Swedendistributes most of its products directly to on-trade and off-trade customers.Sinebrychoff in Finland is wholly owned by the Group and is the largest brewer in Finland. The Group’s largestbrands in Finland are Karhu and Koff. The Carlsberg brand is the best-selling international beer product byvolume in Finland. Sinebrychoff also bottles, distributes and sells the Coca-Cola Company brands in Finland,62

as well as a range of other non-beer brands including cider and the Battery energy drink. Sinebrychoffdistributes most of its products directly to on-trade and off-trade customers.The Baltic CountriesThrough its subsidiaries in Estonia, Latvia and Lithuania the Group is the market leader in all three Balticmarkets. Saku is the largest brand in the Group’s Estonian portfolio. Aldaris is the best-selling beer brand inLatvia, while the Svyturys and Utenos brands have the largest market share in Lithuania.United KingdomCarlsberg UK is wholly owned by the Group and is, overall, the fourth largest brewer in the United Kingdombut with a stronger position in off-trade sales. The Group’s largest brands in the United Kingdom are Carlsbergand Tetley’s. Carlsberg UK distributes its products both directly and through third-party wholesalers tocustomers. Carlsberg UK and Heineken together have an investment in a company that provides maintenanceof dispensing equipment.FranceBrasseries Kronenbourg is wholly owned by the Group and is the largest brewer in France. The BrasseriesKronenbourg portfolio focuses on three iconic French brands: (i) Kronenbourg, the leading mainstream beerin France; (ii) 1664, the second leading beer in the French premium segment; and (iii) Kanterbrau, the secondleading beer in the French mainstream segment. The Kronenbourg brand is sold throughout France, and the1664 brand is sold internationally as well as in France.Etablissement Tafanel is a French wholesale business with a customer base consisting of a wide range of coffeehouses, bars, restaurants, hotels and discotheques mainly located in and around Paris. Tafanel delivers a widerange of products including beer, water, soft drinks, fruit juices and ciders from several manufacturers.Northern GermanyCarlsberg Germany is wholly owned by the Group and is one of the leading breweries in Northern Germany.The Group’s largest brand in Northern Germany is Holsten. Carlsberg Germany primarily distributes itsproducts through wholesalers.SwitzerlandFeldschlösschen is wholly owned by the Group and is the largest brewer in Switzerland. The Group’s largestbrands in Switzerland are Feldschlösschen and Cardinal, two of the leading brands in the Swiss beer market.Feldschlösschen distributes most of its products via direct distribution, and the remaining sales are split equallybetween central warehouse deliveries and third-party wholesalers.ItalyCarlsberg Italia is wholly owned by the Group and one of the top four brewers in Italy. The Group’s largestbrands in Italy are Splügen and Tuborg. Carlsberg Italia distributes its products through wholesalers, includingits own captive wholesalers which constitute the second largest wholesale group in Italy.PortugalUnicer is 44 per cent. owned by the Group. Unicer’s leading brands are Super Bock and Cristal. Carlsberg isthe leading brand of the international premium beer segment. In addition, Unicer has a substantial water, softdrink and other beverage business, which supports the core beer operation. Within Portugal, Unicer distributesmore than half of its products through third-party wholesalers and the rest through its own distribution network.Further, Unicer has a large export business.63

GreeceMythos Brewery is the second largest brewer in Greece. Mythos produces Mythos brand beer, among theleading Greek national brands.PolandCarlsberg Polska is the third largest brewer in Poland. The Group’s largest national brands in Poland are Harnasand Okocim. In addition the Group also has strong regional brands in Poland. Further, the Carlsberg brand hasa strong position as an international brand. Carlsberg Polska distributes most of its products throughwholesalers.South East EuropeThe Group owns four breweries in South East Europe (Bulgaria, Croatia and Serbia) that produce Tuborg andleading local brands. Under the Group’s South East Europe structure, each individual country continues to havecommercial responsibility, but management, procurement and logistics are operated out of Belgrade, Serbia,resulting in greater standardisation of operations and faster sharing of best practices.Carlsberg Serbia is 80 per cent. owned by the Group and is the second largest brewer in Serbia, producing andselling the local LAV brand and Tuborg brand beers.Carlsberg Croatia is 80 per cent. owned by the Group and is the third largest and fastest growing brewer inCroatia, producing and selling the local PAN brand and Tuborg brand beers.Carlsberg Bulgaria is 80 per cent. owned by the Group and is the second largest and fastest growing brewer inBulgaria. The largest local brands are Shumensko and Pirinsko.Carlsberg also operates sales companies in Hungary and Bosnia-Herzegovina which sell and distribute beerfrom the Serbian and Croatian breweries.In the Balkans, the Group’s products are distributed primarily through a combination of direct store deliveryand distributors.Eastern EuropeOverviewThe Eastern Europe region covers the CIS region and the Group operates breweries in the growth markets ofRussia and the Ukraine and the emerging beer markets of Kazakhstan, Uzbekistan, Belarus and Azerbaijan.The Group’s Russian brewery, Baltika, is a strong market leader in Russia, and in the Ukraine the Group holdsa no. three position. In both countries, the competition primarily comes from international brewers.The beer markets in this region are still expected to show positive growth rates as an average trend in thecoming years.Despite the negative impact of the current global economic downturn, the region is characterised by strongdomestic brands, rapidly modernising distribution systems and increasing disposable income. The emergenceof an aspirational middle class looking to differentiate itself from prior generations that consumed low-quality,high-alcohol-content spirits has also had a positive effect on beer consumption, not least in the premium andlicensed segments.64

In Eastern Europe Carlsberg Breweries generates the sizeable majority of its beer volumes in Russia. TheGroup owns 18 breweries in the region, 11 of which are in Russia, three in the Ukraine, one in Uzbekistan, onein Kazakhstan, one in Azerbaijan and one in Belarus (30 per cent. owned).The Group’s beer portfolio in the region includes well-known brands such as Baltika, the biggest beer brand inEurope (Source: Canadean); other leading Russian brands including Yarpivo, Arsenalnoye and Nevskoye; andthe Ukrainian brands Slavutich and Lvivske. The Baltika brand, in particular, holds a strong position in allmarkets in the region. Several of the Group’s brands from the Eastern Europe region have received numerousprizes at international and national quality contests and beer festivals. In addition to the most popular beers,the Group’s brand portfolios include a wide variety of specialty beers, such as non-alcoholic and flavoured beer.To complement the local and national brand portfolios, the Group’s breweries in the region brew and distributeinternational and regional beer brands under license, including Carlsberg, Tuborg and 1664.The Group’s beer products in the region are distributed through a combination of direct distribution and the useof both owned and third-party wholesalers. The model for distribution of the products varies, depending uponthe different Carlsberg subsidiaries within the different geographic regions in which they operate anddifferences in the market structures across the region.RussiaThe Group’s largest and most important market is Russia, one of the largest beer markets in the world and oneof the fastest growing beer markets globally. Growth in the market has been driven by a sustained increase inper-capita beer consumption as GDP has grown and consumer tastes have shifted from vodka to beer. Thenegative impact of the global economic downturn is not expected to alter these long term trends.Baltika Brewery is Russia’s largest brewing group and is listed in Russia. Carlsberg owns a total of 89 per cent.of Baltika Brewery. In Russia, Baltika Brewery has a leading brand portfolio across all market segments. Thisposition is led by the local Baltika brand and premium brands Carlsberg, Tuborg and 1664 and complementedby other leading local and regional brands spanning all price segments of the Russian beer market.Ukraine, Kazakhstan, Uzbekistan, Azerbaijan and BelarusCarlsberg Breweries owns the third largest brewing business in the Ukrainian beer market, the leadingbreweries in Kazakhstan (including export from Baltika), Uzbekistan and Azerbaijan, and the second largestbrewing group in Belarus (including export from Baltika).The Group’s three breweries in the Ukraine produce the Slavutich and Lvivske local brands. In Kazakhstan,Carlsberg Breweries owns a 98 per cent. share in the Derbes brewery. The Irbis and Derbes brands hold strongpositions in the Kazakhstan markets with Irbis positioned among the leading local premium brands and Derbesmaintaining a solid position in the mainstream segment. In Uzbekistan, Carlsberg Uzbekistan, which is 75.1per cent. owned by Carlsberg, started brewing operations during 2007 and has already had success in buildinga mainstream platform with the local brand, Sarbast. Carlsberg Breweries today has a number one position inthe Uzbekistan beer market. In Belarus, the Olivaria Brewery is also making progress with the local Olivariabrand.In addition, the Group also exports its products to markets in the Eastern Europe region where the Group doesnot have production facilities.65

AsiaOverviewThe Group’s activities in Asia comprise the mature markets in Malaysia, Hong Kong and Singapore, andemerging markets in China, Vietnam, Cambodia, Laos and South Asia, including India.The Asian beer markets are characterised by large populations, growing economies, increasing urbanisation,rising per capita incomes and improving infrastructure. As a region, Asia has experienced less consolidationthan other continents, although there are large domestic brewers in some Asian countries. Compared to othermajor international brewing groups, the Group has the largest geographical presence across the region.In the region’s emerging markets beer consumption per capita is generally low but with high projected growthrates in the coming years.The presence of international brewers in the region is high. In many cases, the exposure of the internationalbrewers to the region is through joint venture arrangements or investments in local brewers.A number of the Group’s internal structures and processes have been evaluated and tailored to allow them tobe introduced in the Group’s Asian operations. In particular, the Group’s experience from its OperationalExcellence Programmes has been adapted to improve the structures and processes in the Asian business, onboth a national and regional basis.ChinaIn the past six years, the Group has accelerated the pace of acquisitions in Chinese breweries, concentrating onWestern China, securing leading market positions with the aim of driving volume growth and creating thefoundation for long term value growth. Today, the Group has full ownership of or joint ventures in 19 breweriesin seven Chinese provinces, establishing the Group as the leading brewer in six provinces in Western China. Todate, Carlsberg is the only international brewer to have active involvement and built up a significant presencein Western China.In Southern China, Carlsberg Brewery Guangdong in Huizhou is 100 per cent. owned by the Group andsupplies Carlsberg brands to China, Hong Kong and the Macau markets and also produces its own local Dragon8 brand. The Carlsberg Chill brand was developed exclusively for the Chinese market. It is one of the mostpopular premium beers in large Chinese cities. In China, the Group’s products are distributed primarily throughwholesalers supported by a strong presence of the Group’s own sales offices in more than 30 cities. The Group’sposition in China has been reinforced by the acquisition of a 17.5 per cent. holding in the Chongqing BreweryCo. Ltd. in the Chongqing province.The Chongqing Brewery Co. Ltd. is one of the seven largest brewers in China. The Chongqing Brewery Co.Ltd.’s principal brands are regionally-focused and sold under the names Chongqing Beer and Shancheng. TheChongqing Brewery Co. Ltd is listed on the Shanghai Stock Exchange. The Group is the second largestshareholder in Chongqing Brewery Co. Ltd. behind its parent, the Chongqing Brewery (Group) Co Ltd., whichholds a 34.5 per cent. holding.MalaysiaThe Group has been active in the Malaysian beer market for more than 100 years and since 1972 has held aninvestment in Carlsberg Brewery Malaysia Berhad (“Carlsberg Malaysia”). The Group owns 51 per cent. ofCarlsberg Malaysia, which is listed on the Kuala Lumpur Stock Exchange. Its main brand in Malaysia isCarlsberg. In Malaysia, the Group’s products are distributed primarily through third-party wholesalers withdirect deliveries to the major retail chains. Carlsberg Malaysia is the second largest brewer in Malaysia.66

SingaporeCarlsberg has been imported into Singapore since the beginning of the twentieth century. Carlsberg Singapore,wholly-owned by the Group, is a sales and marketing company. Most of the beer sold by Carlsberg Singaporeis today brewed on license in Thailand by San Miguel. Carlsberg Singapore is the second largest brewer inSingapore.VietnamSouth East Asia Brewery (“SEAB”) is 60 per cent. owned by the Group, and Hue Brewery Ltd. (“HBL”) isowned 50 per cent. by the Group. SEAB and HBL have built a beer portfolio to cover all price segments. In2006, the Carlsberg brand was repositioned as one of the most expensive locally-produced premium beers andis currently among the top three international premium beers. Halida competes in the mainstream segment asthe second largest brand in northern Vietnam, while Viet Ha Bia Hoi is the value brand. Huda competes in themainstream segment in the central part of Vietnam. The Group has two other joint ventures in Vietnam, theVung Tau Brewery in southern Vietnam and the Halong Brewery in Halong City, and recently established astrategic partnership with Habeco by acquiring a 16 per cent. shareholding in Habeco. In Vietnam, the Group’sproducts are distributed primarily through wholesalers. In addition the Group acquired a 50/50 joint venturewith Vinataba near Ho Chi Minh City in Southern Vietnam in 2008 as part of the acquisition of Scottish &Newcastle plc.IndiaThe Group has recently taken the first steps in establishing a platform in India. Management believes that theIndian beer market has considerable growth potential because annual consumption per capita is among thelowest in Asia and India is experiencing strong economic growth, urbanisation and improved consumptionpatterns. At the end of 2006, the Group entered into a joint venture in India (South Asia Breweries Ltd.,renamed Carlsberg India Pvt. Ltd. in February 2009) initially by acquiring the Him Neel Brewery north ofDelhi, and also by building a greenfield brewery in the state of Rajasthan. This greenfield brewery commencedproduction in the first quarter of 2008. A second greenfield brewery was established in the state of Maharashtraand commenced production in the second quarter of 2008. A partnership has also been established in Kolkata,West Bengal to establish a fourth brewery, which is expected to begin operations in the second quarter of 2009.The joint venture expects to expand its operations in India with further investments in the coming years.Nepal, Sri Lanka, Cambodia, Laos and Hong KongThe Group has a substantial market share in Nepal, Sri Lanka, Cambodia, Laos and Hong Kong. In Nepal, theGroup has a shareholding of 49.8 per cent. in Gorkha Brewery Pvt. Ltd.; in Sri Lanka, the Group has ashareholding of 17.4 per cent. in Lion Brewery Ceylon Ltd.; in Cambodia, the Group has a shareholding of50 per cent. in Cambrew Ltd; in Laos, the Group has a shareholding of 50 per cent. in Lao Brewery CompanyLtd. and a shareholding of 65 per cent. in Pepsi Laos; and in Hong Kong, the Group has a wholly-ownedsubsidiary, Carlsberg Hong Kong Ltd. The Group has shown strong volume growth in this region in the period2007 to 2008.CompetitionThe competitive landscape varies from region to region. In Northern & Western Europe (in particular in theNordic region) and in parts of Asia (in particular in Western China and Vietnam), Carlsberg competes mainlywith local players and local beer brands. In Eastern Europe (in particular in Russia and Poland), the UnitedKingdom and Asia (excluding China and Vietnam), Carlsberg competes mainly with large leading internationalbrewers and international brands.67

Regulatory EnvironmentThe Group’s business is subject to a comprehensive regulatory framework applicable to the brewing industryincluding local, regional, EU and international standards, rules and regulations covering such areas asenvironmental protection, competition, and health and safety at work. Several of Carlsberg’s markets featurerestrictions on advertising and other communication to consumers or regulation of behaviour in places whereproducts are used. There can also be restrictions on sales, for example based on consumers’ age. Changes inthese rules can, in isolation, entail a risk of a decrease in sales in these markets. See “Risk Factors – RisksRelated to the Group’s Industry – Changes in existing regulations, increased regulation or failure to complywith existing licensing, trade and other regulations could have a material adverse effect on the Group’sbusiness, results of operations, cash flows or financial condition.”The Group works both independently and together with other breweries to limit the negative consequences ofinappropriate use of alcoholic products, and actively promotes responsible sales and consumption.In April 2008, Carlsberg UK Limited received a notice from the Office of Fair Trading (“OFT”) in the UnitedKingdom requiring the production of certain specified documents. The notice states that the OFT hasreasonable grounds for suspecting that Carlsberg UK Limited has engaged in behaviour that has facilitated theco-ordination of retail prices of one of its beer products (Carlsberg Special Brew 4x440ml) during a numberof months in 2006 and 2007. Based on press reports, Management believes that Carlsberg UK Limited is oneof a number of suppliers and retailers that have received such a notice as part of an OFT investigation of thealleged fixing of prices of certain types of goods, including food, alcohol and toiletries in the United Kingdom.Management takes compliance with competition laws very seriously and intends to co-operate fully with theOFT in connection with the request. There have been no recent developments in this investigation andManagement believes that the outcome of this investigation will not have a material negative effect on theGroup’s business, results of operations, cash flow and financial condition.InsuranceThe Group is able to obtain insurance coverage for its operations at levels that Management considers to beprudent. Management believes that the Group’s insurance coverage is adequate and is in accordance with theGroup’s insurance policy. The Group’s captive insurance programme, Carlsberg Insurance A/S, insures a smallpart of the Group’s all-risk insurance programme.LitigationThe Group is involved in a number of legal proceedings that have arisen in the ordinary course of its businessincluding in relation to acquisitions. However there are no governmental, legal or arbitration proceedings(including any such proceedings which are pending or threatened of which the Issuer is aware) which may haveor have had during the 12 months preceding the date of this Base Prospectus, significant effects on the financialposition or profitability of the Issuer or the Group.Board of DirectorsThe Board of Directors of the Issuer consists of 7 members. The following table sets out the names of thedirectors, their functions and their other principal activities outside of the Issuer.RDA9 - 11.5RDA9 - 9.168

Name––––––––––––––––––––Function––––––––––––––––––––––––Other Principal Activities–––––––––––––––––––––––––––––––––––Jess Søderberg Chairman, Managing Director Managing Director. Born 1944. Former CEOof the A.P. Møller–Mærsk Group (1993-2007) and before that CFO in the samecompany since 1981. Member of the Boardof Directors of The Chubb Corporation andmember of Danske Bank’s Advisory Board.Elected 2009.Povl Krogsgaard-Larsen Deputy Chairman Professor, D.Pharm. Born 1941. Chairmanof the Executive Board of the CarlsbergFoundation. Chairman of Carlsberg A/S.Member of the Boards of Directors ofAuriga A/S and Bioneer A/S. Elected 2001Jørgen Buhl Rasmussen President and CEO President, Chief Executive Officer since2007. Appointed to the Executive Board ofCarlsberg A/S in 2006. Chairman, DeputyChairman or member of the Boards ofDirectors of Carlsberg Group companies.Member of the Board of Directors of TomsGruppen A/S. Elected 2007Eva Vilstrup Decker Customer Service Manager Carlsberg Breweries A/S. Born 1964.Elected 2002Morten Ibsen Head Brewer Carlsberg Breweries A/S. Born 1969.Elected 2006Jørn P. Jensen Deputy CEO and CFO Deputy CEO since 2007; CFO since 2004.Appointed to the Executive Board ofCarlsberg A/S in 2000. Chairman, DeputyChairman or member of the Boards ofDirectors of Carlsberg Group companies.Member of the Board of Directors ofBrightpoint Inc. Elected 2006Hans Andersen Brewery Worker Carlsberg Danmark A/S. Born 1955. Elected2002The Board of Directors appoints the Executive Board. The Executive Board of the Issuer currently comprisesJørgen Buhl Rasmussen and Jørn P. Jensen. The Executive Board meets on a regular basis with the Board ofDirectors in order to discuss overall strategy for the business.The business address for each member of the Board of Directors and Executive Board is Ny Carlsberg Vej 100,1760 Copenhagen V, Denmark.The Issuer is not aware of any potential conflicts of interest between the duties to the Issuer of the persons listedabove and their private interests or duties.RDA9 - 9.269

Recent DevelopmentsIn January 2009, the Carlsberg Group announced a number of restructuring initiatives in Denmark, Norwayand the Baltic States, including proposed staffing reductions. During spring 2009 Carlsberg Deutschlandannounced that it is setting up a wholesale joint venture, Nordic GmbH, which will be operating in northernGermany. The joint venture is subject to authority approval. In April 2009 Carlsberg announced the increaseby the Issuer of its indirect ownership of Wusu Brewery Group by 3.4 per cent. to 13.4 per cent. The transactionis subject to authority approval. Following the transaction, the Issuer will own 63.4 per cent. directly andindirectly of the Wusu Brewery Group and will fully consolidate this entity (previously pro-rata consolidated).RDA9 - 4.1.5The Group’s performance in the first three months of 2009 has been in line with management’s expectationsnotwithstanding a challenging market environment. The Group has maintained its focus on protecting earningsand improving cash flow through necessary cost reductions and efficiency improvements. The synergies andcost savings which management hoped to achieve through integration of the assets acquired from Scottish &Newcastle plc are being realised as expected.70

TAXATIONPersons considering the purchase, ownership or disposition of the notes should consult their own tax advisersconcerning the tax consequences in the light of their own particular situations. No representations with respectto the tax consequences of any particular Noteholder are made hereby.SNA12 - 4.1.14Kingdom of DenmarkTaxation of Residents in DenmarkUnder existing Danish tax laws, private individuals, including persons who are engaged in financial trade, andcompanies, funds and similar entities, who are domiciled in Denmark for tax purposes, are (save for certainexceptions) liable to pay tax on capital gains from the redemption or sale of the Notes and on payments ofinterest under the Notes.Taxation of Non-residentsUnder the Danish tax laws in effect as of the date of this Base Prospectus, payments of interest or principalamounts to any non-resident holders of Notes are not subject to taxation in Denmark, no withholding tax willbe payable with respect to such payments and any capital gain realised upon the sale, exchange or retirementof a Note will not be subject to taxation in Denmark.However, interest payments made by a Danish borrower pursuant to an intra-group loan to an affiliated foreigncompany (as defined in Section 3B of the Danish Tax Control Act of 24 November 2005, as amended) may besubject to a Danish withholding tax of 25 per cent.This tax treatment applies solely to holders of Notes who are not subject to full tax liability in Denmark orincluded in a Danish joint taxation scheme and do not carry on business in Denmark through a permanentestablishment.LuxembourgThe following is a general description of certain tax laws relating to the Notes as in effect and as applied bythe relevant tax authorities as at the date hereof and does not purport to be a comprehensive discussion of thetax treatment of the Notes.Prospective investors should consult their own professional advisers on the implications of making aninvestment in, holding or disposing of Notes and the receipt of interest with respect to such Notes under thelaws of the countries in which they may be liable to taxation.Withholding taxUnder Luxembourg tax law currently in effect and with the possible exception of interest paid to certainindividual Noteholders and to certain entities, there is no Luxembourg withholding tax on payments of interest(including accrued but unpaid interest). There is also no Luxembourg withholding tax, with the possibleexception of payments made to certain individual Noteholders and to certain entities, upon repayment ofprincipal in case of reimbursement, redemption, repurchase or exchange of the Notes.Taxation of Luxembourg non-residentsUnder the Luxembourg laws dated 21 June 2005 implementing the European Council Directive 2003/48/ECon the taxation of savings income (the “Savings Directive”) and several agreements concluded betweenLuxembourg and certain dependent or associated territories of the European Union (“EU”), a Luxembourgbasedpaying agent (within the meaning of the Savings Directive) is required since 1 July 2005 to withhold taxon interest and other similar income paid by it to (or, under certain circumstances, to the benefit of) an71

individual resident in another Member State or in certain EU dependent or associated territories, unless thebeneficiary of the interest payments elects for the procedure of exchange of information or for the taxcertificate procedure. The same treatment will apply to payments of interest and other similar income made tocertain “residual entities” within the meaning of Article 4.2 of the Savings Directive established in a MemberState or in certain EU dependent or associated territories (i.e., entities which are not legal persons (the Finnishand Swedish companies listed in Article 4.5 of the Savings Directive are not considered as legal persons forthis purpose), whose profits are not taxed under the general arrangements for the business taxation, and thatare not, or have not opted to be considered as, UCITS recognised in accordance with the Council Directive85/611/EEC).The withholding tax rate is 20 per cent. increasing to 35 per cent. as from 1 July 2011. The withholding taxsystem will only apply during a transitional period, the ending of which depends on the conclusion of certainagreements relating to information exchange with certain third countries.Taxation of Luxembourg residentsInterest payments made by Luxembourg paying agents (defined in the same way as in the Savings Directive)to Luxembourg individual residents or to certain residual entities that secure interest payments on behalf ofsuch individuals (unless such entities have opted either to be treated as UCITS recognised in accordance withthe Council Directive 85/611/EEC or for the exchange of information regime) are subject to a 10 per cent.withholding tax.Pursuant to the Luxembourg law of 23 December 2005 as amended by the law of 17 July 2008, Luxembourgresident individuals, acting in the course of their private wealth, can opt to self-declare and pay a 10 per cent.tax on interest payments made after 31 December 2007 by paying agents (defined in the same way as in theSavings Directive) located in an EU Member State other than Luxembourg, a Member State of the EuropeanEconomic Area other than an EU Member State or in a State or territory which has concluded an internationalagreement directly related to the Savings Directive.EU Directive on the Taxation of Savings IncomeThe EU has adopted a Directive regarding the taxation of savings income. The Directive requires MemberStates to provide to the tax authorities of other Member States details of payments of interest and other similarincome paid by a person to an individual or to certain other persons in another Member State, except thatAustria, Belgium and Luxembourg will instead impose a withholding system for a transitional period unlessduring such period they elect otherwise.72

SUBSCRIPTION AND SALESummary of Dealer AgreementOfferings of Notes will be made subject to the terms and on the conditions contained in a dealer agreementdated 11 May 2009 (the “Dealer Agreement”) between the Issuer, the Permanent Dealers and the Arranger.However, the Issuer has reserved the right to sell Notes directly on its own behalf to Dealers that are notPermanent Dealers. The Notes may be resold at prevailing market prices, or at prices related thereto, at the timeof such resale, as determined by the relevant Dealer. The Dealer Agreement also provides for Notes to be issuedin syndicated Tranches that are jointly and severally underwritten by two or more Dealers.SNA13 - 4.14SNA12 - 4.1.10SNA12 - 5.2.1SNA12 - 5.4.4The Issuer will pay each relevant Dealer a commission as agreed between them in respect of Notes subscribedby it. The Issuer has agreed to reimburse the Arranger for its expenses incurred in connection with theestablishment of the Programme and the Dealers for certain of their activities in connection with theProgramme. The commissions in respect of an issue of Notes on a syndicated basis will be stated in the relevantFinal Terms.The Issuer has agreed to indemnify the Dealers against certain liabilities in connection with the offer and saleof the Notes. The Dealer Agreement entitles the Dealers to terminate any agreement that they make tosubscribe Notes in certain circumstances prior to payment for such Notes being made to the Issuer.Selling RestrictionsUnited StatesThe Notes have not been and will not be registered under the Securities Act, as amended and may not be offeredor sold within the United States or to, or for the account or benefit of, U.S. persons except in certaintransactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph havethe meanings given to them by Regulation S under the Securities Act.Notes in bearer form having a maturity of more than one year are subject to U.S. tax law requirements and maynot be offered, sold or delivered within the United States or its possessions or to a United States person, exceptin certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings givento them by the U.S. Internal Revenue Code and regulations thereunder.Each Dealer has represented and agreed that, except as permitted by the Dealer Agreement, it has not offered,sold or delivered and will not offer, sell or deliver the Notes of any identifiable Tranche (i) as part of theirdistribution at any time or (ii) otherwise until 40 days after completion of the distribution of such Tranche asdetermined, and certified to the Issuer, by the Fiscal Agent, or in the case of Notes issued on a syndicated basis,the Lead Manager, within the United States or to, or for the account or benefit of, U.S. persons, and it will havesent to each dealer to which it sells Notes during the distribution compliance period a confirmation or othernotice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for theaccount or benefit of, U.S. persons.In addition, until 40 days after the commencement of the offering, an offer or sale of Notes within the UnitedStates by any dealer (whether or not participating in the offering) may violate the registration requirements ofthe Securities Act.73

United KingdomEach Dealer has represented and agreed that:(i)(ii)(iii)in relation to any Notes which have a maturity of less than one year, (a) it is a person whose ordinaryactivities involve it in acquiring, holding, managing or disposing of investments (as principal or agent)for the purposes of its business and (b) it has not offered or sold and will not offer or sell any Notesother than to persons whose ordinary activities involve them in acquiring, holding, managing ordisposing of investments (as principal or agent) for the purposes of their businesses or who it isreasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for thepurposes of their businesses where the issue of the Notes would otherwise constitute a contravention ofsection 19 of the FSMA by the Issuer;it has only communicated or caused to be communicated and will only communicate or cause to becommunicated any invitation or inducement to engage in investment activity (within the meaning ofsection 21 of the FSMA) received by it in connection with the issue or sale of any Notes incircumstances in which section 21(1) of the FSMA does not apply to the Issuer; andit has complied and will comply with all applicable provisions of the FSMA with respect to anythingdone by it in relation to any Notes in, from or otherwise involving the United Kingdom.Kingdom of DenmarkEach Dealer has represented and agreed, and each further Dealer appointed under the Programme will berequired to represent and agree, that it has not offered or sold and will not offer, sell or deliver any Notesdirectly or indirectly in the Kingdom of Denmark by way of a public offering, unless in compliance with theConsolidated Danish Act no. 1077 of 4 September 2007 on Trading in Securities, as amended, and ExecutiveOrders issued thereunder.JapanThe Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan(the “Financial Instruments and Exchange Act”). Accordingly, each Dealer has represented and agreed that ithas not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japanor to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan,including any corporation or other entity organised under the laws of Japan) or to others for re-offering orre-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to anexemption from the registration requirements of, and otherwise in compliance with, the Financial Instrumentsand Exchange Act and other relevant laws and regulations of Japan.GeneralThese selling restrictions may be modified by the agreement of the Issuer and the Dealers following a changein a relevant law, regulation or directive. Any such modification will be set out in the Final Terms issued inrespect of the issue of Notes to which it relates or in a supplement to this Base Prospectus.Neither the Issuer nor any Dealer has made any representation that any action has been taken in any jurisdictionthat would permit a public offering of any of the Notes, or possession or distribution of the Base Prospectus orany other offering material, in any country or jurisdiction where action for that purpose is required. EachDealer has agreed that it will, to the best of its knowledge, comply with all relevant laws, regulations anddirectives in each jurisdiction in which it purchases, offers, sells or delivers Notes or has in its possession ordistributes the Base Prospectus, any other offering material, in all cases at its own expense.74

FORM OF FINAL TERMS75

Final Terms dated [●]Carlsberg Breweries A/SIssue of [Aggregate Nominal Amount of Tranche] [Title of Notes]under the f3,000,000,000 Euro Medium Term Note ProgrammePR 2.2.9PR 2.2.10PART A – CONTRACTUAL TERMSTerms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in theBase Prospectus dated 11 May 2009 [and the supplemental Base Prospectus dated [●]] which [together]constitute[s] a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the“Prospectus Directive”). This document constitutes the Final Terms of the Notes described herein for thepurposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus[as so supplemented]. Full information on the Issuer and the offer of the Notes is only available on the basis ofthe combination of these Final Terms and the Base Prospectus [as so supplemented]. The Base Prospectus [andthe Base Prospectus Supplement] [is] [are] available for viewing at www.bourse.lu [and] during normalbusiness hours at [100 Ny Carlsberg Vej, 1760 Copenhagen V, Denmark] [and copies may be obtained fromBNP Securities Services, Luxembourg Branch, 33, rue de Gasperich, Howald-Hesperange, L-2085Luxembourg].Art. 14.2 PDArts. 26 and33 PRThe following alternative language applies if the first tranche of an issue which is being increased was issuedunder a Base Prospectus with an earlier date.Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”)contained in the Agency Agreement dated [original date] and set forth in the Base Prospectus dated [originaldate] [and the Base Prospectus Supplement dated [●]]. This document constitutes the Final Terms of the Notesdescribed herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the“Prospectus Directive”) and must be read in conjunction with the Base Prospectus dated [current date] [and theBase Prospectus Supplement dated [●]], which [together] constitute[s] a base prospectus for the purposes of theProspectus Directive, save in respect of the Conditions which are extracted from the Base Prospectus dated[original date] [and the Base Prospectus Supplement dated [●]] and are attached hereto. Full information on theIssuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and theBase Prospectuses dated [original date] and [current date] [and the Base Prospectus Supplements dated [●] and[●]]. The Base Prospectuses [and the Base Prospectus Supplements] are available for viewing at www.bourse.lu[and] during normal business hours at [100 Ny Carlsberg Vej, 1760 Copenhagen V, Denmark] [and copies maybe obtained from BNP Securities Services, Luxembourg Branch, 33, rue de Gasperich, Howald-Hesperange,L-2085 Luxembourg].[Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numberingshould remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or subparagraphs. Italics denote guidance for completing the Final Terms.][When completing final terms or adding any other final terms or information consideration should be given asto whether such terms or information constitute “significant new factors” and consequently trigger the needfor a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.]1 (i) Issuer: Carlsberg Breweries A/S2 [(i)] Series Number: [●][(ii) Tranche Number: [●] SNA12 - 6.276

(If fungible with an existingSeries, details of that Series,including the date on which theNotes become fungible).]3 Specified Currency or Currencies: [●]4 Aggregate Nominal Amount of [●]Notes:[(i)] Series: [●][(ii) Tranche: [●]]5 Issue Price: [●] per cent. of the Aggregate Nominal Amount [plus accruedinterest from [insert date] (if applicable)]6 (i) Specified Denominations 1, 2 :[●](ii) Calculation Amount: [●]7 (i) Issue Date: [●](ii)Interest CommencementDate[Specify/Issue Date/Not Applicable]8 Maturity Date: [Specify date or (for Floating Rate Notes) Interest Payment Datefalling in or nearest to the relevant month and year]9 Interest Basis: [[●] per cent. Fixed Rate][[specify reference rate] +/- [●] per cent. Floating Rate][Zero Coupon][Index Linked Interest][Other (specify)](further particulars specified below)10 Redemption/Payment Basis: [Redemption at par][Index Linked Redemption][Dual Currency][Partly Paid][Instalment][Other (specify)]11 Change of Interest or[Specify details of any provision for convertibility of Notes intoRedemption/Payment Basis: another interest or redemption/payment basis]12 Put/Call Options: [Investor Put][Issuer Call][(further particulars specified below)]SNA13 - 4.5SNA12 - 4.1.5SNA13 - 4.1SNA12 - 5.1.2SNA13 - 4.13SNA13 - 4.8SNA13 - 4.9SNA12 - 4.1.11SNA13 - 4.8SNA13 - 4.91Notes (including notes denominated in sterling) in respect of which the issue proceeds are to be accepted by the issuer in the UnitedKingdom or whose issue otherwise constitutes a contravention of Section 19 FSMA and which have a maturity of less than one year musthave a minimum redemption value of £100,000 (or its equivalent in other currencies).2If the specified denomination is expressed to be e50,000 or its equivalent and multiples of a lower principal amount (for example e1,000),insert the additional wording as follows:“e50,000 and integral multiples of [e1,000] in excess thereof up to and including [e90,000]. No notes in definitive form will be issuedwith a denomination above [e90,000].”77

13 [(i)] Status of the Notes: [Senior/[Dated/Perpetual]][(ii)][Date [Board] approvalfor issuance of Notesobtained:14 Method of distribution: [Syndicated/Non-syndicated][●](N.B. Only relevant where Board (or similar) authorisation isrequired for the particular tranche of Notes)]SNA13 - 4.6SNA13 - 4.12SNA12 - 4.1.6SNA12 - 4.1.8PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE15 Fixed Rate Note Provisions [Applicable/Not Applicable](If not applicable, delete the remaining sub-paragraphs of thisparagraph)(i) Rate[(s)] of Interest: [●] per cent. per annum [payable [annually/semiannually/quarterly/monthly/other(specify)] in arrear](ii) Interest Payment Date(s): [●] in each year [adjusted in accordance with [specify Business DayConvention and any applicable Business Centre(s) for thedefinition of “Business Day”]/not adjusted](iii)Fixed Coupon Amount[(s)]: [●] per Calculation Amount(iv) Broken Amount(s): [●] per Calculation Amount payable on the Interest Payment Datefalling [in/on] [●](v) Day Count Fraction: [30/360/Actual/Actual (ICMA/ISDA)/other](vi) [Determination Dates: [●] in each year (insert regular interest payment dates, ignoringissue date or maturity date in the case of a long or short first orlast coupon. N.B. only relevant where Day Count Fraction isActual/Actual (ICMA))](vii)[Not Applicable/give details]16 Floating Rate Note Provisions [Applicable/Not Applicable](i) Interest Period(s): [●](ii)(iii)Other terms relating tothe method ofcalculating interest forFixed Rate Notes:Specified InterestPayment Dates:(If not applicable, delete the remaining sub-paragraphs of thisparagraph)[●]First Interest Payment Date: [●](iv) Interest Period Date: [●](Not applicable unless different from Interest Payment Date)(v) Business Day Convention: [Floating Rate Convention/Following Business DayConvention/Modified Following Business DayConvention/Preceding Business Day Convention/other (givedetails)]78

(vi) Business Centre(s): [●](vii)(viii)(ix)(x)Screen Rate Determination:[Screen Rate Determination/ISDA Determination/other (givedetails)][●]– Reference Rate: [●]– Interest[●]DeterminationDate(s):– Relevant Screen Page: [●]ISDA Determination:– Floating Rate Option: [●]– Designated Maturity: [●]– Reset Date: [●]– [ISDA Definitions: [2000/2006]]:(xi) Margin(s): [+/-][●] per cent. per annum(xii) Minimum Rate of Interest: [●] per cent. per annum(xiii) Maximum Rate of Interest: [●] per cent. per annum(xiv) Day Count Fraction: [●](xv)17 Zero Coupon Note Provisions [Applicable/Not Applicable](i) Amortisation Yield: [●] per cent. per annum(ii)Manner in which theRate(s) of Interest is/areto be determined:Party responsible forcalculating the Rate(s) ofInterest and/or InterestAmount(s) (if not the[Agent]):Fall back provisions,rounding provisions,denominator and anyother terms relating tothe method ofcalculating interest onFloating Rate Notes, ifdifferent from those setout in the Conditions:Any other formula/basisof determining amountpayable:[●](If not applicable, delete the remaining sub-paragraphs of thisparagraph)[●]79

18 Index-Linked Interest[Applicable/Not Applicable]Note/other variable-linkedinterest Note Provisions(i)(ii)(iii)(iv)(v)(If not applicable, delete the remaining sub-paragraphs of thisparagraph)[give or annex details][●][●][●][●](vi) Interest Period(s): [●](vii)Index/Formula/Othervariable:Party responsible forcalculating the Rate(s) ofInterest and/or InterestAmount(s) (if not the[Agent]):Provisions fordetermining Couponwhere calculated byreference to Index and/orFormula and/or othervariable:Interest DeterminationDate(s):Provisions fordetermining Couponwhere calculation byreference to Index and/orFormula and/or othervariable is impossible orimpracticable orotherwise disrupted:Specified InterestPayment Dates:[●](viii) Business Day Convention: [Floating Rate Convention/Following Business DayConvention/Modified Following Business DayConvention/Preceding Business Day Convention/other (givedetails)](ix) Business Centre(s): [●](x) Minimum Rate of Interest: [●] per cent. per annum(xi) Maximum Rate of Interest: [●] per cent. per annum(xii) Day Count Fraction: [●]19 Dual Currency Note Provisions [Applicable/Not Applicable](If not applicable, delete the remaining sub-paragraphs of thisparagraph)SNA12 - 4.1.2SNA12 - 4.2.1SNA12 - 4.1.13SNA13 - 4.880

(i)Rate ofExchange/method ofcalculating Rate ofExchange:[give details](ii)Party, if any, responsiblefor calculating theprincipal and/or interestdue (if not the [Agent]):[●](iii)Provisions applicablewhere calculation byreference to Rate ofExchange impossible orimpracticable:[●]SNA13 - 4.8(iv)Person at whose optionSpecified Currency(ies)is/are payable:[●]SNA12 - 4.1.11PROVISIONS RELATING TO REDEMPTION20 Call Option [Applicable/Not Applicable](i)(ii)(iii)If redeemable in part:(a)(b)(If not applicable, delete the remaining sub-paragraphs of thisparagraph)[●](iv) Notice period [●][●] per Calculation Amount[●] per Calculation Amount[●] per Calculation Amount21 Put Option [Applicable/Not Applicable](i)Optional RedemptionDate(s):Optional RedemptionAmount(s) of each Noteand method, if any, ofcalculation of suchamount(s):MinimumRedemptionAmount:MaximumRedemptionAmount:Optional RedemptionDate(s):(If not applicable, delete the remaining sub-paragraphs of thisparagraph)[●]81

(ii)(iii) Notice period [●][●] per Calculation Amount22 Final Redemption Amount of [●] per Calculation Amounteach Note(i) Index/Formula/variable: [give or annex details](ii)Optional RedemptionAmount(s) of each Noteand method, if any, ofcalculation of suchamount(s):In cases where the FinalRedemption Amount is Index-Linked or other variable-linked:Party responsible forcalculating the FinalRedemption Amount (ifnot the [Agent]):[●][ADDRESS]SNA12 – 5.4.5(iii)[●](iv) Determination Date(s): [●](v)Provisions fordetermining FinalRedemption Amountwhere calculated byreference to Index and/orFormula and/or othervariable:Provisions fordetermining FinalRedemption Amountwhere calculation byreference to Index and/orFormula and/or othervariable is impossible orimpracticable orotherwise disrupted:[●](vi)(vii)(viii)Payment Date:Minimum FinalRedemption Amount:Maximum FinalRedemption Amount:[●] per Calculation Amount[●] per Calculation Amount82

23 Early Redemption AmountEarly Redemption Amount(s) perCalculation Amount payable onredemption for taxation reasonsor on event of default or otherearly redemption and/or themethod of calculating the same(if required or if different fromthat set out in the Conditions):[●]GENERAL PROVISIONS APPLICABLE TO THE NOTES24 Form of Notes: Bearer Notes/Registered Notes/Exchangeable Bearer Notes:25 New Global Note: [Yes] [No][Temporary Global Note exchangeable for a Permanent GlobalNote which is exchangeable for Definitive Notes in the limitedcircumstances specified in the Permanent Global Note][Temporary Global Note exchangeable for Definitive Notes on [●]days’ notice] 3[Permanent Global Note exchangeable for Definitive Notes in thelimited circumstances specified in the Permanent Global Note][Temporary Global Note exchangeable for Registered Notes on [●]days’ notice/at any time/in the limited circumstances specified inthe Temporary Global Note]26 Financial Centre(s) or other [Not Applicable/give details. Note that this paragraph relates tospecial provisions relating topayment dates:27 Talons for future Coupons or [Yes/No. If yes, give details]Receipts to be attached toDefinitive Notes (and dates onwhich such Talons mature):28 Details relating to Partly PaidNotes: amount of each paymentcomprising the Issue Price anddate on which each payment is tobe made and consequences (ifany) of failure to pay, includingany right of the Issuer to forfeitthe Notes and interest due on latepayment:[Not Applicable/give details]the date and place of payment, and not interest period end dates,to which sub-paragraphs 15(ii), 16(v) and 18(ix) relate]3Please note that (to ensure that exchange for definitives in these circumstances cannot occur when the notes have multiple denominationsabove e50K - i.e. e51K, e52K etc.) the Clearing Systems require a footnote stating the following on wholesale programmes:“If the Temporary Global Note is exchangeable for definitives at the option of the holder, the Notes shall be tradeable only in amountsof at least the Specified Denomination (or if more than one Specified Denomination, the lowest Specified Denomination) provided inparagraph 6 and multiples thereof”.83

29 Details relating to Instalment [Not Applicable/give details]Notes: amount of each instalment,date on which each payment is tobe made:30 Redenomination,[Not Applicable/The provisions [in Condition [●]] apply]renominalisation andreconventioning provisions:31 Consolidation provisions: [Not Applicable/The provisions [in Condition [●]] apply]32 Other final terms: [Not Applicable/give details]DISTRIBUTION33 (i) If syndicated, names of [Not Applicable/give name]Managers:(ii)Stabilising Managers) (ifany):(When adding any other final terms consideration should be givenas to whether such terms constitute a “significant new factor” andconsequently trigger the need for a supplement to the BaseProspectus under Article 16 of the Prospectus Directive.)[Not Applicable/give names]34 If non-syndicated, name of Dealer: [Not Applicable/give name]35 U.S. Selling Restrictions: [Reg. S Compliance Category; TEFRA C/TEFRA D/TEFRA notapplicable]36 Additional selling restrictions: [Not Applicable/give details]SNA13 - 4.9SNA12 - 5.4.1SNA12 - 5.4.3[PURPOSE OF FINAL TERMSThese Final Terms comprise the final terms required for issue and admission to listing on [the official list ofthe Luxembourg Stock Exchange and admission to trading on the Regulated Market of the Luxembourg StockExchange] of the Notes described herein pursuant to the e3,000,000,000 Euro Medium Term Note Programmeof Carlsberg Breweries A/S.]RESPONSIBILITYThe Issuer accepts responsibility for the information contained in these Final Terms. [(Relevant third partyinformation) has been extracted from (specify source). The Issuer confirms that such information has beenaccurately reproduced and that, so far as it is aware, and is able to ascertain from information published by(specify source), no facts have been omitted which would render the reproduced information inaccurate ormisleading.]Signed on behalf of Carlsberg Breweries A/S:SNA13 – 1.1RDA9 – 1.1SNA12 - 1.1SNA13 - 7.4.........................................................................By: [●]Duly authorised84

1 Listing and Admission to TradingPART B – OTHER INFORMATION(i) Admission to trading: [Application has been made by the Issuer (or on its behalf) for theNotes to be admitted to listing on the [official list] of the [specifyrelevant regulated market] and to be admitted to trading on[specify relevant regulated market] with effect from[●].][Application is expected to be made by the Issuer (or on itsbehalf) for the Notes to be admitted to trading on [specify relevantregulated market] with effect from [●].] [Not Applicable.](ii)Estimate of total expensesrelated to admission totrading:(Where documenting a fungible issue need to indicate that originalNotes are already admitted to trading.)[●]SNA13 - 5.1SNA12 - 6.1SNA13 - 6.12 RatingsRatings:The Notes to be issued have been rated:[S&P:[●]][Moody’s: [●]][[Fitch: [●]][[Other]: [●]](The above disclosure should reflect the rating allocated to Notesof the type being issued under the Programme generally or, wherethe issue has been specifically rated, that rating.)3 [Interests of Natural and Legal Persons Involved in the Issue/Offer]Need to include a description of any interest, including conflicting ones, that is material to theissue/offer, detailing the persons involved and the nature of the interest. May be satisfied by theinclusion of the following statement:“[[Save as discussed in “Subscription and Sale”,] so far as the Issuer is aware, no person involved in theoffer of the Notes has an interest material to the offer.”][(When adding any other description, consideration should be given as to whether such mattersdescribed constitute “significant new factors” and consequently trigger the need for a supplement tothe Base Prospectus under Article 16 of the Prospectus Directive.)]4 [Fixed Rate Notes only – YIELDSNA13 - 7.5SNA13 - 3SNA12 - 3.1Indication of yield:[●]Calculated as [include details of method of calculation in summaryform] on the Issue Date.As set out above, the yield is calculated at the Issue Date on thebasis of the Issue Price. It is not an indication of future yield.]SNA13 - 4.1085

5 [Index-Linked or other variable-linked Notes only – Performance of Index/Formula/otherVariable and other Information Concerning the UnderlyingNeed to include details of where past and future performance and volatility of the index/formula/othervariable can be obtained. Where the underlying is an index need to include the name of the index anda description if composed by the Issuer and if the index is not composed by the Issuer need to includedetails of where the information about the index can be obtained. Where the underlying is not an indexneed to include equivalent information. Include other information concerning the underlying requiredby paragraph 4.2 of Annex XII of the Prospectus Directive Regulation.]*[(When completing this paragraph, consideration should be given as to whether such matters describedconstitute “significant new factors” and consequently trigger the need for a supplement to the BaseProspectus under Article 16 of the Prospectus Directive.)]The Issuer [intends to provide post-issuance information [specify what information will be reported andwhere it can be obtained]] [does not intend to provide post-issuance information] * .6 [Dual Currency Notes only – Performance of Rate[s] of ExchangeNeed to include details of where past and future performance and volatility of the relevant rate[s] canbe obtained.]*[(When completing this paragraph, consideration should be given as to whether such matters describedconstitute “significant new factors” and consequently trigger the need for a supplement to the BaseProspectus under Article 16 of the Prospectus Directive.)]7 Operational InformationISIN Code:Common Code:Any clearing system(s) other thanEuroclear Bank S.A./N.V. andClearstream Banking, sociétéanonyme and the relevantidentification number(s):[●][●][Not Applicable/give name(s) and number(s) [and address(es)]]SNA12 - 4.1.2SNA12 - 4.2.2SNA12 - 4.2.3SNA12 - 4.2.4SNA12 - 4.1.12SNA13 - 4.2SNA12 - 4.1.1Delivery:Names and addresses of initialPaying Agent(s):Names and addresses ofadditional Paying Agent(s)(if any):Intended to be held in amanner which would allowEurosystem eligibility:Delivery [against/free of] payment[●][●][Yes] [No] [Note that the designation “yes” simply means that theNotes are intended upon issue to be deposited with one of theICSDs as common safekeeper and does not necessarily mean thatthe Notes will be recognised as eligible collateral for Eurosystemmonetary policy and intra day credit operations by the Eurosystemeither upon issue or at any or all times during their life. Suchrecognition will depend upon the ECB being satisfied thatSNA13 - 5.2SNA12 - 5.4.2*Required for derivative securities to which Annex XII of the Prospectus Directive applies86

The time period, includingany possible amendments,during which the offer willbe open and description ofthe application process:Details of the minimumand/or maximum amount ofapplicationDetails of the method andtime limits for paying up anddelivering the Notes:Manner in and date on whichresults of the offer are to bemade public:Eurosystem eligibility criteria have been met.][include this text if“yes” selected in which case the Notes must be issued in NGNform][●][Not Applicable/give details][Not Applicable/give details][Not Applicable/give details]SNA12 - 5.1.3SNA12 – 5.1.4SNA12 – 5.1.5SNA12 – 5.1.6Process for notification toapplicants of the amountallotted and the indicationwhether dealing may beginbefore notification is made:[Not Applicable/give details] SNA12 – 5.2.287

GENERAL INFORMATION(1) Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programmeto be admitted to the Official List and to be admitted to trading on the Luxembourg Stock Exchange’sregulated market.(2) The Issuer has obtained all necessary consents, approvals and authorisations in The Kingdom ofDenmark in connection with the establishment of the Programme. The establishment of the Programmewas authorised by the Supervisory Board of the Issuer and passed on 24 April 2009.(3) There has been no significant change in the financial or trading position of the Issuer or of the Groupsince 31 December 2008 and no material adverse change in the prospects of the Issuer or of the Groupsince 31 December 2008.(4) Neither the Issuer nor any of its subsidiaries is nor has been involved in any governmental, legal orarbitration proceedings (including any such proceedings which are pending or threatened of which theIssuer is aware) during the 12 months preceding the date of this Base Prospectus which may have orhave had in the recent past significant effects on the financial position or profitability of the Issuer orthe Group.SNA13 - 5.1SNA12 - 6.1SNA13 - 4.12SNA12 - 4.1.8RDA9 - 7.1RDA9 - 11.6RDA9 - 11.5(5) Each Bearer Note having a maturity of more than one year, Receipt, Coupon and Talon will bear thefollowing legend: “Any United States person who holds this obligation will be subject to limitationsunder the United States income tax laws, including the limitations provided in Sections 165(j) and1287(a) of the Internal Revenue Code”.(6) Notes have been accepted for clearance through the Euroclear, Clearstream, Luxembourg (which are theentities in charge of keeping the records). The Common Code, the International Securities IdentificationNumber (ISIN) and (where applicable) the identification number for any other relevant clearing systemfor each Series of Notes will be set out in the relevant Final Terms.The address of Euroclear is 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium and the address ofClearstream, Luxembourg is 42 Avenue JF Kennedy, L-1855 Luxembourg. The address of anyalternative clearing system will be specified in the applicable Final Terms.(7) There are no material contracts entered into other than in the ordinary course of the Issuer’s business,which could result in any member of the Issuer’s Group being under an obligation or entitlement that ismaterial to the Issuer’s ability to meet its obligations to noteholders in respect of the Notes being issued.(8) Where information in this Base Prospectus has been sourced from third parties, this information hasbeen accurately reproduced and as far as the Issuer is aware and is able to ascertain from the informationpublished by such third parties no facts have been omitted which would render the reproducedinformation inaccurate or misleading. The source of third party information is identified where used.SNA13 - 4.2SNA12 - 4.1.1SNA13 - 4.4SNA12 - 4.1.4RDA9 - 12RDA9 - 13.2SNA13 - 7.4SNA12 - 7.4RDA9 - 14(9) The issue price and the amount of the relevant Notes will be determined, before filing of the relevantFinal Terms of each Tranche, based on the prevailing market conditions. The Issuer will not provide anypost-issuance information, except if required by any applicable laws and regulations.(10) For so long as Notes may be issued pursuant to this Base Prospectus, the following documents will beavailable, during usual business hours on any weekday (Saturdays and public holidays excepted), forinspection at the office of BNP Securities Services, Luxembourg Branch:88

(i)(ii)(iii)(iv)(v)(vi)(vii)the Agency Agreement (which includes the form of the Global Notes, the definitive BearerNotes, the Certificates, the Coupons, the Receipts and the Talons);the Deed of Covenant;the Memorandum and Articles of Association of the Issuer;the published annual report and audited accounts of the Issuer and the Group for the twofinancial years ended 31 December 2007 and 31 December 2008;each Final Terms (save that Final Terms relating to a Note which is neither admitted to tradingon a regulated market within the European Economic Area nor offered in the EuropeanEconomic Area in circumstances where a prospectus is required to be published under theProspectus Directive will only be available for inspection by a holder of such Note and suchholder must produce evidence satisfactory to the Issuer and the Issuing and Paying Agent as toits holding of Notes and identity);a copy of this Base Prospectus together with any Supplement to this Base Prospectus or furtherBase Prospectus; andall reports, letters and other documents, balance sheets, valuations and statements by any expertany part of which is extracted or referred to in this Base Prospectus.RDA9 - 14(a)RDA9 - 14(c)RDA9 - 14(b)The Base Prospectus, the Final Terms for Notes that are listed on the Official List and admitted totrading on the Luxembourg Stock Exchange’s regulated market will be published on the website of theLuxembourg Stock Exchange (www. bourse.lu).(11) Copies of the latest annual report and consolidated accounts of the Issuer and copies of the AgencyAgreement and the Deed of Covenant will be available for inspection, at the specified offices of eachof the Paying Agents during normal business hours, so long as any of the Notes is outstanding.(12) KPMG Statsautoriseret Revisionspartnerselskab of Borups Allé, Postboks 250, 2000 Frederiksberg,Denmark and a member of the Danish Association of State Authorised Public Accountants (FSR) haveaudited, and issued unqualified audit reports on, the Annual Report of the Issuer for the year ended31 December 2008. The Annual Reports of the Issuer for the two years ended 31 December 2007 wasaudited by KPMG C.Jespersen Statsautoriseret Revisonsinteressentskab and included unqualified auditreports. In 2008, the operations of KPMG C.Jespersen Statsautoriseret Revisonsinteressentskab weretransferred to KPMG Statsautoriseret Revisionspartnerselskab.RDA9 - 2.1RDA9 - 13.1SNA13 - 7.2SNA13 - 7.3SNA12 - 7.2SNA12 - 7.389

FINANCIAL INFORMATIONINFORMATION ON CARLSBERG BREWERIES' ASSETS AND LIABILITIES, FINANCIALPOSITION AND RESULTSF-1

INDEX TO CONSOLIDATED FINANCIAL STATEMENTSCONSOLIDATED FINANCIAL STATEMENTS OF CARLSBERG BREWERIES A/SFOR THE YEARS ENDED 31 DECEMBER 2008 AND 31 DECEMBER 2007Consolidated Financial Statements 2008Management Statement for the year ended 31 December 2008 ........................................................... F-4Independent Auditors’ Report on the Consolidated Financial Statements for the Financial Year 2008 F-5Profit and loss account for 2008........................................................................................................... F-7Statement of recognised income and expense for the year................................................................... F-8Balance sheet at 31 December 2008..................................................................................................... F-9Statement of changes in equity............................................................................................................. F-11Cash flow statement ............................................................................................................................. F-12Notes to the consolidated financial statements..................................................................................... F-13Consolidated Financial Statements 2007Management Statement for the year ended 31 December 2007 ........................................................... F-88Independent Auditors’ Report on the Consolidated Financial Statements for the Financial Year 2007 F-89Profit and loss account for 2007........................................................................................................... F-91Statement of recognised income and expense for the year................................................................... F-92Balance sheet at 31 December 2008..................................................................................................... F-93Statement of changes in equity............................................................................................................. F-95Cash flow statement ............................................................................................................................. F-96Notes to the consolidated financial statements..................................................................................... F-97F-2

FINANCIAL INFORMATIONAudited consolidated financial statements for the financial years 2008 and 2007Consolidated financial statements of Carlsberg Breweries A/S for the financial year2008 prepared in accordance with IFRS as adopted by the EUF-3

Management StatementThe Board of Directors and the Executive Board have today discussed and approved the consolidatedfinancial statements for the financial year 2008 of Carlsberg Breweries A/S (together with its subsidiaries the‘‘Carlsberg Breweries Group’’).The consolidated financial statements have been prepared in accordance with IFRS as adopted by the EU.The consolidated financial statements have been derived from the Annual Report for the financial year 2008of Carlsberg Breweries A/S. The consolidated financial statements for 2008 were reported on at 24 April2009.We consider the applied accounting policies appropriate, so that the consolidated financial statements givesa true and fair view of the Carlsberg Breweries Group’s assets, liabilities and financial position at 31December 2008 and of the results of the Carlsberg Breweries Group’s operations and cash flows for thefinancial year 2008.Copenhagen, 11 May 2009Executive Board of Carlsberg Breweries A/SJørgen Buhl RasmussenJørn P. JensenBoard of Directors of Carlsberg Breweries A/SJess SøderbergChairmanPovl Krogsgaard-LarsenDeputy chairmanHans Andersen Jørgen Buhl Rasmussen Eva Vilstrup DeckerMorten IbsenJørn P. JensenF-4

Independent Auditors’ Report on the Consolidated Financial Statements for the Financial Year 2008To the Shareholder of Carlsberg Breweries A/SWe have audited the consolidated financial statements of Carlsberg Breweries A/S (together with its subsidiaries the‘‘Carlsberg Breweries Group’’) for the financial year 2008 as presented on pages F-4–F-86, which comprise themanagement statement, consolidated income statement, consolidated statement of recognized income and expenses,consolidated balance sheet, consolidated statement of changes in equity, consolidated cash flow statement and relatednotes (‘‘the consolidated financial statements’’). These consolidated financial statements have been derived from theannual report of Carlsberg Breweries A/S for the financial year 2008. The consolidated financial statements have beenprepared in accordance with IFRS as adopted by the EU. The audit for the financial year 2008 was completed as at 24April 2009.Management’s Responsibility for the Consolidated Financial StatementsManagement is responsible for the preparation and fair presentation of the consolidated financial statements inaccordance with IFRS as adopted by the EU. This responsibility includes: designing, implementing and maintaininginternal control, relevant to the preparation and fair presentation of the consolidated financial statements that are freefrom material misstatement, whether due to fraud or error; selecting and using appropriate accounting policies; andmaking accounting estimates that are reasonable in the circumstances.Auditors’ Responsibility and Basis of OpinionOur responsibility is to express an opinion on the consolidated financial statements based on our audit. We conductedour audit in accordance with Danish Standards on Auditing. Those standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance, whether the consolidated financialstatements are free from material misstatement.An audit involves performing procedures to obtain audit evidence regarding the amounts and disclosures in theconsolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessmentof the risk of material misstatement of the consolidated financial statements, whether due to fraud or error. In makingthose risk assessments, the auditors consider internal control relevant to the Company’s preparation and fairpresentation of the consolidated financial statements in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accountingestimates made by Management, as well as evaluating the overall presentation of the consolidated financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.Our audit did not result in any qualification.OpinionIn our opinion the consolidated financial statements give a true and fair view of the Carlsberg Breweries Group’sconsolidated assets, consolidated liabilities and consolidated financial position as at 31 December 2008 and of theCarlsberg Breweries Group’s consolidated results of the operations and cash flows for the financial year 2008 inaccordance with IFRS as adopted by the EU.Copenhagen, 11 May 2009KPMGStatsautoriseret RevisionspartnerselskabHenrik Kronborg IversenState Authorised Public AccountantJesper KoefoedState Authorised Public AccountantF-5

Carlsberg Breweries GroupConsolidated financial statements 2008Income statementStatement of recognised income and expenses for the yearBalance sheetStatement of changes in equityCash flow statementNotes1 Significant accounting estimates and judgements2 Segment information3 Cost of sales4 Sales and distribution expenses5 Fees to auditors appointed by the Annual General Meeting6 Other operating income and expenses7 Special items8 Financial income9 Financial expenses10 Corporation tax11 Minority interests12 Earnings per share13 Staff costs and remuneration of the Board of Directors, the Executive Board and other executive employees14 Share-based payment15 Intangible assets16 Impairment test17 Property, plant and equipment18 Associates19 Securities20 Receivables21 Inventories22 Cash and cash equivalents23 Assets held for sale and associated liabilities24 Share capital25 Borrowings26 Retirement benefit obligations and similar obligations27 Deferred tax assets and deferred tax liabilities28 Provisions29 Other liabilities etc.30 Cash flows31 Acquisition and disposal of entities32 Specification of invested capital33 Specification of net interest-bearing debt34 Investments in proportionally consolidated entities35 Financial risks36 Financial instruments37 Related party disclosures38 Contingent liabilities and other commitments39 Operating lease liabilities40 Events after the balance sheet date41 Accounting policiesGroup companiesF-6

Carlsberg Breweries GroupIncome statement2008 2007Note DKK million DKK millionRevenue 76.557 60.111Excise duties on beer and soft drinks etc. -16.613 -15.361Net revenue 59.944 44.7503 Cost of sales -31.248 -22.423Gross profit 28.696 22.3274 Sales and distribution expenses -17.592 -14.5285 Administrative expenses -3.934 -3.1206 Other operating income 662 5246 Other operating expenses -299 -29618 Share of profit after tax, associates 72 94Operating profit before special items 7.605 5.0017 Special items -1.641 -4278 Financial income 1.269 6279 Financial expenses -4.724 -1.598Profit before tax 2.509 3.60310 Corporation tax 395 -1.190Consolidated profit 2.904 2.413Attributable to:11 Minority interests 575 294Shareholders in Carlsberg Breweries A/S 2.329 2.11912 Earnings per shareEarnings per share 4.653 4.238Earnings per share, diluted 4.653 4.238F-7

Carlsberg Breweries GroupStatement of recognised income and expenses for the yearNote2008DKK millionCurrencytranslationFair valueadjustmentsShareholdersin CarlsbergRetained Breweries A/S,earningstotalMinorityinterestsTotalProfit for the year - - 2.329 2.329 575 2.904Foreign exchange adjustments:Foreign entities -6.913 - - -6.913 -533 -7.446Transferred to income statement on disposal -67 - - -67 -2 -69Value adjustments:Hedging instruments, value adjustment for the year 35, 36 459 -1.958 - -1.499 - -1.499Hedging instruments, transferred to income statement - -27 - -27 - -27Securities - 75 - 75 - 75Securities, transferred to income statement on disposal - -17 - -17 -4 -21Securities, transferred to investment in associates - -108 - -108 - -108Other adjustments:Retirement benefit obligations 26 - - -41 -41 - -41Share-based payment 14 - - 28 28 - 28Value adjustment on step acquisition of subsidiary 31 - - 13.060 13.060 1.750 14.810Other - - -10 -10 1 -9Tax on changes in equity 10 -9 448 -123 316 1 317Net amount recognised directly in equity -6.530 -1.587 12.914 4.797 1.213 6.010Total recognised income and expenses -6.530 -1.587 15.243 7.126 1.788 8.914Note2007DKK millionCurrencytranslationFair valueadjustmentsShareholdersin CarlsbergRetained Breweries A/S,earningstotalMinorityinterestsTotalProfit for the year - - 2.119 2.119 294 2.413Foreign exchange adjustments:Foreign entities -600 - - -600 -70 -670Value adjustments:Hedging instruments, value adjustment for the year 35, 36 148 83 - 231 - 231Hedging instruments, transferred to income statement -33 - - -33 - -33Securities - 42 - 42 4 46Securities, transferred to income statement on disposal - -3 - -3 -1 -4Other adjustments:Retirement benefit obligations 26 - - -526 -526 - -526Share-based payment 14 - - 19 19 - 19Other - - -10 -10 1 -9Tax on changes in equity 10 -36 -36 169 97 - 97Net amount recognised directly in equity -521 86 -348 -783 -66 -849Total recognised income and expenses -521 86 1.771 1.336 228 1.564Currency translation comprises foreign exchange adjustments arising on the translation of the financial statements of foreign entities with a functional currency other than theGroup's presentation currency, foreign exchange adjustment of assets and liabilities which constitute part of the Group's net investment in a foreign entity and foreignexchange adjustments of hedging transactions related to the Group's net investment in a foreign entity.Fair value adjustments comprise changes in the fair value of hedging transactions that qualify for recognition as cash flow hedges and where the hedged transaction has notyet been realised. Fair value adjustments also comprise a reserve for securities available for sale.Value adjustment on step acquisition of subsidiary relates to fair value revaluation of assets held by the Carlsberg Breweries Group - and recognised by proportionateconsolidation - prior to obtaining complete control over the BBH Group as a result of part of the acquisition of part of the activities in S&N. The acquisition of additionalownership interests resulted in control, and in accordance with IFRS the acquired intangible assets are recognised at fair value at the acquisition date. The fair valueadjustment of the assets held prior to the acquisition has been recognised directly in equity in accordance with IFRS.F-8

Carlsberg Breweries GroupBalance sheet31 Dec. 2008 31 Dec. 2007Note Assets DKK million DKK millionNon-current assets:15, 16 Intangible assets 73.471 9.99816, 17 Property, plant and equipment 32.551 21.16818 Investments in associates 2.189 59119 Securities 94 10020 Receivables 1.707 1.47627 Deferred tax assets 1.226 62626 Retirement benefit plan assets 2 11Total non-current assets 111.240 33.970Current assets:21 Inventories 5.317 3.81820 Trade receivables 6.391 6.300Tax receivables 262 6220 Other receivables 3.026 2.69520 Prepayments 1.211 89119 Securities 7 3422 Cash and cash equivalents 2.729 2.026Total current assets 18.943 15.82623 Assets held for sale 152 34Total assets 130.335 49.830F-9

Carlsberg Breweries GroupBalance sheet31 Dec. 2008 31 Dec. 2007Note Equity and liabilities DKK million DKK millionEquity:24 Share capital 501 500Reserves 41.637 11.223Equity, shareholders in Carlsberg Breweries A/S 42.138 11.723Minority interests 5.230 1.296Total equity 47.368 13.019Non-current liabilities:25 Borrowings 40.841 16.16226 Retirement benefit obligations and similar obligations 1.766 2.19127 Deferred tax liabilities 9.051 1.43928 Provisions 1.457 22329 Other liabilities 88 20Total non-current liabilities 53.203 20.035Current liabilities:25 Borrowings 9.165 3.711Trade payables 8.045 5.904Deposits on returnable packaging 1.455 1.20728 Provisions 666 477Corporation tax 283 18429 Other liabilities, etc. 9.783 5.293Total current liabilities 29.397 16.77623 Liabilities associated with assets held for sale 367 -Total liabilities 82.967 36.811Total equity and liabilities 130.335 49.830F-10

Carlsberg Breweries GroupStatement of changes in equityShareholders in Carlsberg Breweries A/S2008DKK millionShare capitalCurrencytranslationFair valueadjustmentsRetainedearningsTotalreservesTotal sharecapital andreservesMinorityinterestsTotal equityEquity at 1 January 2008 500 -233 65 11.391 11.223 11.723 1.296 13.019Total recognised income and expenses for the year, cf. separatestatement- -6.530 -1.587 15.243 7.126 7.126 1.788 8.914Capital increase 1 - - 23.999 23.999 24.000 15 24.015Acquisition/disposal of treasury shares - - - 89 89 89 - 89Dividends paid to shareholders - - - -800 -800 -800 -238 -1.038Acquisition of minority interests - - - - - - -26 -26Acquisition of entities - - - - - - 2.389 2.389Disposal of entities - - - - - - 6 6Total changes in equity 1 -6.530 -1.587 38.531 30.414 30.415 3.934 34.349Equity at 31 December 2008 501 -6.763 -1.522 49.922 41.637 42.138 5.230 47.368Shareholders in Carlsberg Breweries A/S2007DKK millionShare capitalCurrencytranslationFair valueadjustmentsRetainedearningsTotalreservesTotal sharecapital andreservesMinorityinterestsTotal equityEquity at 1 January 2007 500 288 -21 10.189 10.456 10.956 1.368 12.324Total recognised income and expenses for the year, cf. separatestatement- -521 86 1.771 1.336 1.336 228 1.564Capital increase - - - - - - 43 43Other - - - 2 2 2 - 2Acquisition/disposal of treasury shares - - - 30 30 30 -198 -168Share based payments - - - -156 -156 -156 - -156Dividends paid to shareholders - - - -445 -445 -445 -227 -672Acquisition of entities - - - - - - 82 82Total changes in equity - -521 86 1.202 767 767 -72 695Equity at 31 December 2007 500 -233 65 11.391 11.223 11.723 1.296 13.019No dividends has been proposed for 2008. In 2007 a proposed dividend of DKK 2,600 per share, in total DKK 1,300m, was included in retained earnings at 31 December 2007. Dividendspaid out in 2008 for 2007 amount to DKK 800m (paid out in 2007 for 2006: DKK 445m), which is DKK 1,600 per share (2007: DKK 890). Dividends paid out to shareholders of CarlsbergBreweries A/S do not impact taxable income in Carlsberg Breweries A/S.Currency translation comprises accumulated foreign exchange adjustments arising on the translation of the financial statements of foreign entities with a functional currency other than theGroup's presentation currency, foreign exchange adjustments of assets and liabilities which constitute part of the Group's net investment in a foreign entity and foreign exchange adjustmentsof hedging transactions related to the Group's net investment in foreign entities.Fair value adjustments comprise changes in the fair value of hedging transactions that qualify for recognition as cash flow hedges and where the hedged transaction has not yet beenrealised. Fair value adjustments also comprise a reserve for securities available for sale of DKK -24m (2007: DKK 26m).F-11

Carlsberg Breweries GroupCash flow statement2008 2007Note DKK million DKK millionOperating profit before special items 7.605 5.001Adjustment for depreciation and amortisation 3.614 2.752Adjustment for impairment losses 1 4 104Operating profit before depreciation, amortisation and impairment losses 11.223 7.85730 Adjustment for other non-cash items -162 -4530 Change in working capital 2 1.709 -199Restructuring costs paid -482 -379Interest etc. received 216 162Interest etc. paid -2.943 -1.257Corporation tax paid -1.524 -1.037Cash flow from operating activities 8.037 5.102Acquisition of property, plant and equipment and intangible assets -5.292 -4.929Disposal of property, plant and equipment and intangible assets 374 33930 Change in trade loans -290 -143Total operational investments -5.208 -4.73331 Acquisition and disposal of entities, net -51.444 -179Acquisitions of associated companies -587 -Disposals of associated companies 300 -Acquisition of financial assets 2 -961 -40Disposal of financial assets 39 3730 Change in financial receivables 403 -122Dividends received 31 82Total financial investments -52.219 -222Cash flow from investing activities -57.427 -4.955Free cash flow -49.390 14730 Shareholders in Carlsberg Breweries A/S 23.200 -42130 Minority interests -521 -45130 External financing 4 27.579 308Cash flow from financing activities 50.258 -564Net cash flow 868 -417Cash and cash equivalents at 1 January 5 1.279 1.778Foreign exchange adjustment of cash and cash equivalents at 1 January -30 -8222 Cash and cash equivalents at 31 December 5 2.117 1.2791 Impairment losses excluding those reported in special items2 Includes DKK 1,065m received regarding agreement with The Coca-Cola Company in June 2008.3 Includes cost of hedging instruments acquired in 2008 prior to the acquisition of part of the activities in S&N.4 Includes loan raised for the financing of the acquisition of activities from S&N and repayment of parts of the loan following the capital increase.5 Cash and cash equivalents less bank overdrafts.F-12

Carlsberg Breweries GroupNote 1 Significant accounting estimates and judgementsIn preparing the Carlsberg Breweries Group’s Consolidated Financial Statements, management makes various accountingestimates and assumptions which form the basis of presentation, recognition and measurement of the Group’s assets andliabilities. The most significant accounting estimates and judgements are presented below. The Group’s accounting policiesare described in detail in note 41 to the Consolidated Financial Statements.Estimation uncertaintyDetermining the carrying amount of some assets and liabilities requires judgements, estimates and assumptions concerningfuture events.The judgements, estimates and assumptions made are based on historical experience and other factors whichmanagement assesses to be reliable, but which by their very nature are associated with uncertainty and unpredictability.These assumptions may prove incomplete or incorrect, and unexpected events or circumstances may arise. TheConsolidated Financial Statements 2008 is particularly affected by estimates and judgements related to measurement ofassets, liabilities and contingent liabilities acquired in the acquisition of part of the activities in S&N, see the description ofjudgements, estimates and assumptions for the individual items below.The international financial market showed extraordinary fluctuations in 2008, including fluctuations in interest and currencyexchange rates, and with a derived effect on the general economic situation. Therefore estimates in the ConsolidatedFinancial Statements 2008 have been given special attention. It has been ensured that one-off effects which are notexpected to exist in the long term do not affect estimated and assessed factors including discount rates and expectations ofthe future.The value of assets acquired in S&N, including breweries, brands and goodwill still exists at year-end 2008. Theassessment should be seen with the long perspective of the investment in mind.The Company is also subject to risks and uncertainties which may lead to actual results differing from these estimates, bothpositively and negatively. Specific risks for the Carlsberg Breweries Group are discussed in the relevant sections of theManagement review and in the notes.Assumptions about the future and estimation uncertainty on the balance sheet date are described in the notes where thereis a significant risk of changes that could result in material adjustments to the carrying amount of assets or liabilities withinthe next financial year.Business combinations. For acquisitions of new entities, the assets, liabilities and contingent liabilities of the acquiree arerecognised using the purchase method. The most significant assets acquired generally comprise goodwill, trademarks, noncurrentassets, receivables and inventories. No active market exists for the majority of acquired assets and liabilities, inparticular in respect of acquired intangible assets. Accordingly, management makes estimates of the fair value of acquiredassets, liabilities and contingent liabilities. Depending on the nature of the item, the determined fair value of an item may beassociated with uncertainty and possibly adjusted subsequently within 12 months.The unallocated purchase price (positive amounts) is recognised in the balance sheet as goodwill, which is allocated to theGroup's cash-generating units. Management makes estimates of the acquired cash-generating units, the cash-generatingunits that already existed in the Group and the allocation of goodwill. For the acquisition of part of the activities in S&N, theallocation of goodwill to each of the acquired entities is based on the expected future cash flows for each activity discountedat present value using a weighted average cost of capital (WACC) that is based on the risk-free interest rate and a specificrisk premium in the respective countries. As the statement of net interest-bearing debt of S&N at 28 April 2008 has not yetbeen finally completed and agreed with the consortium partner, the total cost of acquisition might change. Such a changewill most likely be allocated to one or a few major activities in the acquisition. For Chongqing, which is a listed company, thefair value is also based on the company’s market price and developments in the market price. Considering the uncertaintiesassociated with the determination of the cash flows of acquired cash-generating units, it is the assessment of managementthat the allocation made is based on documented estimates.The difference between the carrying amounts in the acquired entities and the fair value of identifiable assets and liabilities isspecified in note 31. The determination of the fair value of identifiable assets, liabilities and contingent liabilities acquired inthe acquisition of part of the activities in S&N is almost completed.For some of the estimated fair values, verification is still outstanding, and minor adjustments to the recognised fair valuesmight occur.Note 15 describe the value of goodwill arising on the acquisition of part of the activities in S&N.TrademarksF-13

Carlsberg Breweries GroupBusiness combinations. In business combinations, the value of the trademarks acquired and their expected useful livesare assessed based on the trademarks’ market position, expected long-term developments in the relevant markets and thetrademarks’ profitability. The estimated value of acquired trademarks includes all cash flows associated with thetrademarks, including the value of customer relations etc. related to the trademarks. For the entities acquired in theacquisition of parts of the activities in S&N, there is a close relationship between trademarks and sales. The consumers'demand for beer and other beverages drives sales and therefore the value of the brand is closely linked to consumerdemands while there is no separate value attached to customers (shops, bars etc.) as their choice of products is driven byconsumer demands.When the value of a well-established trademark is expected to be maintained for an indefinite period in the relevantmarkets, and these markets are expected to be profitable for a long period, the useful life of the trademark is determined tobe indefinite. In the opinion of management, there is only a minimal risk of the current situation in the markets reducing theuseful life of trademarks, primarily due to the respective market share in each market and the current and plannedmarketing efforts which are helping to maintain and increase the value of these trademarks.For each trademark or group of trademarks, measurement is based on the relief from royalty method under which the valueis calculated based on expected future cash flows for the trademarks on the basis of key assumptions about expecteduseful life, royalty rate and growth rate, and a theoretically calculated tax effect. A post-tax discount rate is used whichreflects the risk-free interest rate with the addition of a risk premium associated with the particular trademark.The main factors applied for the acquisition of part of the activities in S&N are in the following spreads:Royalty rate International, premium and speciality beers 3.5-7.5% depending on marketUseful lifeStrong regional and national brands 3-5%Local brands and mainstream brands 2-3.5%When the value of the well-established trademark is expected tobe maintained for an indefinite period in the relevant markets,and these markets are expected to be profitable for a longperiod, the useful life of the trademark is determined to beindefinite. This applies to Baltika and 1664 and certain strongregional and local brandsTrademarks with a definite useful life typically comprise localbrandsIndefinite useful lifeFinite useful lifeGrowth rates Trademarks with indefinite useful lives Specific fixed growth rate. After year 20, the growth rateapplied will equal the expected rate of inflation, as the growthrate for the trademarks is not expected to increase above therate of inflation in the long term.Tax rateDiscount rateBrands with finite useful lives up to 20 yearsExpected future tax rate in each country, based on currentlegislation at the acquisition date.Depends on the risk-free interest rate plus a risk premium ineach countrySpecific fixed growth rate which only in the first year exceedsinflationary expectations. Rates range from 2 to 5%.10-34%The estimates are based on assessments of the expected useful life of each trademark on the basis of its relative local,regional and global market strength. This assessment will also influence the estimate of the expected future royalty rate thatmay be obtained for each trademark in a royalty agreement entered into with a third party on market terms for each of themarkets.Annual assessment of trademarks. Management performs an annual assessment of whether the current market situationin the relevant market has reduced the value or changed useful lives of trademarks. When there is an indication of areduction in the value or useful life, the trademark is tested for impairment and is written down if necessary or theamortisation period is reassessed and if necessary is changed in line with the trademark’s shorter useful life. Theimpairment test of trademarks is based on the same approach as is used to determine the fair value at the acquisition date.Note 16 describe the impairment test performed at 31 December 2008.Customer agreements and portfolios in business combinations. In business combinations, the value of acquiredcustomer agreements and customer portfolios is assessed based on the local market and trading conditions. Therelationship between trademarks and customers is carefully considered so that trademarks and customer agreements arenot both recognised on the basis of the same underlying cash flows. Usually there is a particularly close relationshipbetween trademark and sales, and no separate value for customer relations will be recognised in these cases, as theserelations are closely associated with the value of the acquired trademarks, cf. above.F-14

Carlsberg Breweries GroupImpairment testing. In performing the annual impairment test of goodwill, an assessment is made as to whether theindividual units of the entity (cash-generating units) to which goodwill relates will be able to generate sufficient positive netcash flows in the future to support the value of goodwill and other net assets of the entity.The estimates of future net free cash flows (value in use) are based on budgets and business plans for the next three yearsand projections for subsequent years. Key parameters are revenue growth, operating margin, future capital expenditure andgrowth expectations beyond the next three years. Budgets and business plans for the next three years are based onconcrete commercial initiatives. Projections beyond the next three years are based on general expectations and risks.The cash flows used incorporate the effect of relevant future risks, and accordingly these risks are not incorporated in thediscount rates used. Potential upsides and downsides identified during the budget process and in the daily business arereflected in multiple scenarios for possible future cash flows for each individual cash-generating unit (country). Thescenarios reflect among others different assumptions on market and price developments and input cost developments.Budgets and business plans do not incorporate the effect of future restructurings and non-contracted capacity increases.Pre-tax discount rates which reflect the risk-free borrowing interest rate in each particular geographical segment are used tocalculate recoverable amounts.Estimates of future earnings from trademarks with an indefinite useful life are made using the same approach as is used tomeasure trademarks in business combinations, cf. above. Assessment of indications of impairment of trademarks withindefinite useful lives is based on the Group's total royalty income for each trademark.Management performs an annual test for indications of impairment of trademarks with a finite useful life other than thedecrease in value reflected by amortisation. Impairment tests are conducted in the same way as for trademarks with anindefinite useful life when there is an indication that the assets may be impaired. Management is of the opinion that therewere no such indications at the end of 2008, and therefore trademarks with a finite useful life have not been impairmenttested.The discount rate is an after-tax wacc calculated country by country based on long-term expectations for each trademark.For a description of impairment testing for intangible assets, see note 16.Discount and growth rates applied for 2008 At the year-end 2008, risk-free interest rates – in particular short-term interestrates – fluctuated extraordinarily as a result of the international financial crisis. Investments in the Group's entities (goodwill)and trademarks are expected to be maintained for an indefinite period of time, which should be reflected in the discount rate.The discount rates used are based on the expectation that the financial markets will stabilise again in the long term, and therisk premium for the risk-free interest rate (spread) is fixed somewhat lower than the current market level and slightly higherthan the market level in spring/summer 2008.For each country the applied growth rates for projections and discount rates are compared to ensure a reasonable linkbetween them (real interest rate).Fair value of property, plant and equipment in business combinations. In the acquisition of part of the activities in S&N,the Carlsberg Breweries Group has acquired significant property, plant and equipment, including land and buildings, plant,machinery and equipment used in the brewing and packing process, sales equipment and vehicles, furniture and returnablepackaging.The fair value of land and buildings and standard production and office equipment is based as far as possible on the fairvalue of assets of similar type and condition that may be bought and sold in the open market.Property, plant and equipment for which there is no reliable evidence in the market of the fair value (in particular breweries,including production equipment) are valued using the depreciated replacement cost method. This method is based on thereplacement cost of a similar asset with similar functionality and capacity. The calculated replacement cost for each asset isthen reduced to reflect functional and physical obsolescence.Fair value is determined for each of the acquired breweries and other material assets. This comprises substantial breweriesand production facilities with a number of individual assets that must be assessed both individually and as part of the entirefacility in question. The assessment is based on knowledge of the technical condition of each brewery, materials used, ageand level of maintenance and other indications and information for the individual assets. The assessment involves externalvaluers specialised in technical assistance in the construction of breweries.The expected synergies and the user-specific intentions for the expected use of assets are not included in the determinationof the fair value.For a description of impairment testing for property, plant and equipment, see note 16.Useful lives and residual values for intangible assets with indefinite useful life and property, plant and equipment.Intangible assets with indefinite useful life and property, plant and equipment are measured at cost less accumulatedamortisation, depreciation and impairment losses. Amortisation and depreciation are recognised on a straight-line basis overthe expected useful lives, taking into account any residual value. The expected useful lives and residual values areF-15

Carlsberg Breweries Groupdetermined based on past experience and expectations of the future use of the assets. The expected future use and residualvalues may not be realised, which will require reassessment of useful lives and residual values and recognition of impairmentlosses or losses on disposal of non-current assets. The useful life and residual values for assets acquired in the acquisitionof part of the activities in S&N are determined concurrently with the fair value, cf. above. The amortisation and depreciationperiods used are described in the accounting policies in note 41 and the value of non-current assets is specified in notes 15and 17.For operating equipment in the on-trade, a physical inspection of assets is made and the continuing use evaluated in orderto assess any indications of impairment.Restructurings. In connection with restructurings management reassesses useful lives and residual values for non-currentassets used in the entity undergoing restructuring. The extent and amount of onerous contracts as well as employee andother obligations arising in connection with the restructuring are also estimated.Deferred tax assets. The Carlsberg Breweries Group recognises deferred tax assets, including the tax base of tax losscarryforwards, if management assesses that these tax assets can be offset against positive taxable income in theforeseeable future. This judgement is made annually and based on budgets and business plans for the coming years,including planned commercial initiatives. The judgement was also made at the acquisition date for the activities acquired aspart of the S&N acquisition.For the determination of the fair value of assets, liabilities and contingent liabilities acquired in the acquisition of part of theactivities in S&N, deferred tax assets and tax liabilities have been adjusted to reflect the expected tax effect of the fair valueadjustment. However, this does not apply to deferred tax on goodwill in jurisdictions where tax is not deductible for goodwilland thus having a tax base of zero, as such adjustments are not allowed under IFRS. Adjustment is based on the taxposition and the relevant legislation applicable to each individual company or joint tax group in each jurisdiction. Theultimate impact on the deferred tax assets and liabilities is subject to the final allocation of the purchase price to theindividual assets, liabilities and contingent liabilities.For a more detailed presentation of the Group’s tax assets, see note 27.Receivables. Receivables are measured at amortised cost less impairment.Write-downs are made for bad debt losses due to inability to pay. If the ability to pay deteriorates in the future, further writedownsmay be necessary. Management performs analyses on the basis of customers’ expected ability to pay at the balancesheet date to pay, historical information on payment patterns and doubtful debts, and customer concentrations, customers’creditworthiness, collateral received and the financial situation in the Company’s sales channels.As regards loans to the on-trade, the individual Group companies manage and control these loans as well as standard tradecredit in accordance with Group guidelines. See below for further description.For the entities acquired in the acquisition of part of the activities in S&N, any indications of impairment of receivables havebeen assessed at the acquisition date. Write-downs made are expected to be sufficient to cover losses. The financialuncertainty associated with write-downs for bad debt losses is usually considered to be limited. As a result of theinternational financial crisis, the risk of bad debt losses has increased. This has been taken into consideration in theassessment of impairment at the balance sheet date and will be included in the general management and monitoring ofusual trade credits and loans to the on-trade.Retirement benefit obligations and similar obligations. When calculating the value of the Carlsberg Breweries Group’sdefined benefit retirement benefit plans, a number of significant actuarial assumptions are made, including discount rates,expected return on plan assets and expected growth in wages and salaries and retirement benefits. The range andweighted average for these assumptions are disclosed in note 26.The value of the Group’s defined benefit retirement benefit plans is based on valuations from external actuaries.Provisions and contingencies. Management assesses provisions, contingent assets and contingent liabilities and thelikely outcome of pending or probable lawsuits etc. on an ongoing basis. The outcome depends on future events that are bynature uncertain. In assessing the likely outcome of lawsuits and tax disputes etc., management bases its assessment onexternal legal assistance and established precedents. In connection with large restructurings, management assesses thetiming of costs to be incurred, which influences the classification as current or non-current liabilities respectively.Provisions, contingent assets and contingent liabilities have also been assessed at the acquisition date for the entitiesacquired in the acquisition of part of the activities in S&N. Provisions comprise provisions existing at the acquisition dateonly and are recognised at the fair value at that date. The fair value is based on the expected future cash flow to settleliabilities, including an assessment of whether contracts, agreements, guarantees etc. at the acquisition date constitute aliability which should be recognised in the balance sheet. Fair value of contingent liabilities is calculated based on theweighted likely outcome of the individual pending and probable lawsuits etc.Warranty provisions are based on the substance of the agreements entered into, including the guarantees issued coveringcustomers in the on-trade.F-16

Carlsberg Breweries GroupProvisions are disclosed in note 28 and contingent liabilities in note 38.Other assets and liabilities included in the opening balance sheet on the S&N transaction. Assets and liabilities notspecifically mentioned above are also measured at fair value at the acquisition date. These items include:Inventories measured at fair value. The fair value of finished goods and work in progress equals the selling pricesless cost of disposal, cost to complete work in progress and a reasonable profit allowance based on the stage ofcompletion, work in progress and sales activities based on estimates of gains on similar finished goods andmerchandise. In addition the value is compared with comparable prices in the market for third-party products andproduction of the Company's products by another brewery.Procurement contracts concluded at prices deviating from current market pricesFinancial liabilities measured at fair valueLease agreements classified as operating or finance leases based on the substance of the service being rendered,including assessment of minimum lease payments, transfer of ownership and whether the assets can be used bythe lessee onlyPension obligations measured based on market assumptionsDemolishing and restoration obligationsOnerous contractsAssessment in applied accounting policiesIn applying the Group’s accounting policies, management makes judgements which may significantly influence the amountsrecognised in the Consolidated Financial Statements.Such judgements include the classification of shareholdings, including joint ventures, classification and recognition offinancial instruments, the recognition of revenue and excise duties, the recognition of revenue from real estate projects, thetiming of the recognition of revenue and costs relating to loans to the on-trade, the use of special items, measurement ofinventories and classification of lease agreements.Business combinations. When accounting for business combinations and new cooperation agreements, judgement ismade concerning the classification of the acquired entity as a subsidiary, joint venture or associate. This judgement is madeon the basis of the agreements entered into on the acquisition of ownership interests or voting rights in the entity and on thebasis of shareholder agreements etc. stipulating the actual level of influence over the entity.For the acquisition of part of the activities in S&N, this judgement has been made for each acquired entity and activity basedon the acquired ownership interest and existing shareholder agreements etc. For the activities that have not yet been hivedoff for legal purposes, the judgement has been based on existing agreements and current legal documentation regardingthe hive-off. No changes have been or are expected to be made to the current classifications.This classification is significant, as the recognition of proportionally consolidated joint ventures impacts differently on theConsolidated Financial Statements from full consolidation of subsidiaries or recognition of associates using the equitymethod. Any amendment of IFRS preventing the use of proportional consolidation would therefore have an impact on theconsolidated financial statements. The effect has been limited considerably following the acquisition of control over theentities in the former BBH Group in connection with the acquisition of part of the activities in S&N. Key figures forproportionally consolidated entities are disclosed in note 34.Financial instruments. When entering into financial instruments, management assesses whether the instrument is aneffective hedge of recognised assets and liabilities, expected future cash flows or financial investments. The hedgeeffectiveness of recognised hedge instruments is assessed at least monthly, and any ineffectiveness is recognised in theincome statement.Revenue recognition. Revenue from the sale of finished goods and goods for resale is recognised when the risk has beentransferred to the buyer. Revenue is measured excluding VAT and duties, including excise duties on beer and soft drinks,and discounts.Management assesses the local rules on the imposition of duties for the purpose of classification either as sales-relatedduties, which are deducted from revenue, or as part of cost of sales.Customer discounts are recognised in the same period as the sales to which they relate. Customer discounts are deductedfrom revenue. Customer discounts based on accumulated sales volumes over a period of time are calculated on the basisof expected total sales based on experience from previous sales, sales up to that date and other current information abouttrading with the customer. These calculations are performed by management in cooperation with sales managers.Loans to the on-trade. Under certain circumstances the Carlsberg Breweries Group grants loans to customers in the ontradein some markets. The agreements are typically complex and cover several aspects of the relationship between theparties. Management assesses the recognition and classification of income and expenses for each of these agreements,including the allocation of revenue from the loan between income, customer discounts and other operating income.F-17

Carlsberg Breweries GroupManagement also assesses whether developments of importance to the on-trade could indicate impairment of on-trade loansin a country/market in general. Such developments include changes in local legislation, which may have an adverse effect onthe earnings in the industry as a whole, and where the effect cannot be allocated to individual loans.Special items. The use of special items entails management judgement in the separation from other items in the incomestatement, cf. the accounting policies. When using special items, it is crucial that these constitute significant items of incomeand expenses which cannot be attributed directly to the Group’s ordinary operating activities but concern fundamentalstructural or process-related changes in the Group and any associated gains or losses on disposal. Management carefullyconsiders such changes in order to ensure the correct distinction between the Group's operating activities and restructuringof the Group made to enhance the Group’s future earnings potential.Special items also include other significant non-recurring items, such as impairment of goodwill.Inventories. The cost of finished goods and work in progress comprises the cost of raw materials, consumables, directlabour and indirect production overheads. Indirect production overheads comprise indirect supplies and wages and salariesas well as maintenance and depreciation of the machinery, plant and equipment used for production, and costs of plantadministration and management. Entities in the Carlsberg Breweries Group which use standard costs in the measurement ofinventories review these costs at least once a year. The standard cost is also revised if it deviates by more than 5% from theactual cost of the individual product.Indirect production overheads are calculated on the basis of relevant assumptions as to capacity utilisation, production timeand other factors pertaining to the individual product.The net realisable value of inventories is calculated as the selling price less costs of completion and costs necessary tomake the sale, and is determined taking into account marketability, obsolescence and developments in expected sellingprice. The calculation of net realisable value is mainly relevant to packing materials, packaging and spare parts. Netrealisable value is not normally calculated for beer and soft drinks because their limited shelf-life means that slow-movinggoods must instead be scrapped.Leases and service contracts. The Carlsberg Breweries Group has entered into a number of leases and service contracts.When entering into these agreements, management considers the substance of the service being rendered in order toclassify the agreement as either a lease or a service contract. In making this judgement, particular importance is attached towhether fulfilment of the agreement depends on the use of specific assets. The Group’s leases and significant servicecontracts are disclosed in notes 38 and 39.For leases an assessment is made as to whether the lease is a finance lease or an operating lease. The CarlsbergBreweries Group has mainly entered into operating leases for standardised assets with a short duration relative to the life ofthe assets, and accordingly the leases are classified as operating leases.F-18

Carlsberg Breweries GroupNotes2 Segment informationThe Carlsberg Breweris Group’s activities comprise the production and sale of beer and other beverages. In accordance with the Group’s managementand reporting structure, beverage activities are segmented according to the geographical regions where production takes place. Intra-segment revenueis based on arm's length prices.From 2008 the segment reporting format of the Group's results has been changed. The new segmentation reflects the structure used for internalreporting and monitoring of the strategic and financial targets of the Carlsberg Breweries Group. The new segment reporting reflects the inclusion of theacquisition of part of the activities in S&N as well as a broarder geographic definition of North and Western Europe. The comparative figures have beenrestated.A segment’s operating profit/loss before special items includes revenue, operating costs and share of profit/loss in associates to the extent that they canbe allocated directly to the individual segment. Income and expenses related to Group functions have not been allocated and, as is the case witheliminations, are not included in the operating profit/loss before special items of the segments.Non-current segment assets comprise intangible assets and property, plant and equipment used directly in the operating activities of the segment.Current segment assets are allocated to the segments to the extent that they can be allocated directly to the individual segment, including inventories,trade receivables, other receivables and prepayments.Allocated goodwill and trademarks by segment are specified in note 16.Segment liabilities comprise liabilities resulting from the operating activities of the segment, including trade payables and other payables.2008DKK millionNorthern &WesternEuropeEasternEuropeAsiaNotallocatedBeverages,totalIncome statement:Net revenue 37.059 19.136 3.552 197 59.944Intra-segment revenue 69 1 3 -73 -Total revenue 37.128 19.137 3.555 124 59.944Allocated 62% 32% 6% 0% 100%Segment profit/loss 3.938 4.102 461 -968 7.533Share of profit/loss after tax in associates15 7 50 - 72Operating profit before special items3.953 4.109 511 -968 7.605Special items -1.641Financial items, net -3.455Profit before tax 2.509Corporation tax 395Consolidated profit 2.904Balance sheet:Segment assets, non-current 35.350 68.298 3.402 775 107.825Segment assets, current 9.748 3.796 1.441 966 15.951Investments in associates170 59 1.960 - 2.189Assets held for sale 153 - - - 153Other assets 4.217Total assets 130.335Segment liabilities, non-current 3.094 18 49 149 3.310Segment liabilities, current 13.405 2.788 1.225 2.532 19.950Liabilities associated with assets held for sale367 - - - 367Interest-bearing debt, gross 50.006Other liabilities 9.334Equity 47.368Total equity and liabilities 130.335Other segment items:Acquisition of property, plant and equipment and intangible assets2.517 2.149 391 235 5.292Depreciation and amortisation 2.128 1.239 183 68 3.618Impairment losses 336 - - - 336F-19

Carlsberg Breweries GroupNotes2 Segment information2007DKK MillionNorthern &WesternEuropeEasternEuropeAsiaNotallocatedBeverages,totalIncome statement:Net revenue 32.026 9.657 2.886 181 44.750Intra-segment revenue 61 1 - -62 -Total revenue 32.087 9.658 2.886 119 44.750Allocated 72% 22% 6% 0% 100%Segment profit/loss 3.330 2.132 327 -882 4.907Share of profit/loss after tax in associates53 2 39 - 94Operating profit/loss before special items3.383 2.134 366 -882 5.001Special items, net -427Financial items, net -971Profit before tax 3.603Corporation tax -1.190Consolidated profit 2.413Balance sheet:Segment assets, non-current 21.487 7.798 2.996 472 32.753Segment assets, current 8.786 1.692 1.035 567 12.080Investments in associates264 28 299 - 591Assets held for sale 34 - - - 34Other assets 4.372Total assets 49.830Segment liabilities, non-current 2.402 10 20 2 2.434Segment liabilities, current 9.800 1.272 982 707 12.761Interest-bearing debt, gross 19.873Other liabilities 1.623Equity 13.139Total equity and liabilities 49.830Other segment items:Acquisition of property, plant and equipment and intangible assets2.780 1.537 579 33 4.929Depreciation and amortisation 1.982 593 164 105 2.844Impairment losses 108 - 1 4 113F-20

Carlsberg Breweries GroupNotes3 Cost of sales2008 2007DKK million DKK millionCost of materials 16.887 11.822Direct staff costs 1.508 1.239Machinery costs 921 759Depreciation, amortisation and impairment losses 2.512 1.647Indirect production overheads 3.133 2.491Purchased finished goods and other costs 6.287 4.465Total 31.248 22.423Of which staff costs, see note 13 2.535 2.0194 Sales and distribution expenses2008 2007DKK million DKK millionMarketing expenses 5.304 4.321Sales expenses 4.899 4.099Distribution expenses 7.389 6.108Total 17.592 14.528Of which staff costs, see note 13 4.440 4.028F-21

Carlsberg Breweries GroupNote5 Fees to auditors appointed by the Annual General Meeting2008 2007DKK million DKK millionKPMG:Statutory audit 42 21Non-audit services 36 25The statutory audit fees have increased compared to 2007 as a result of the acquisition of part of the activities in S&N. Further,the audit fee in 2008 included the audit of the opening balances of each of the acquired entities.In 2008 non-audit services included fees for assistance in the acquisition of part of the activities in S&N, including duediligence related to the acquisition, advisory services related to the separation of the acquired entities and assets, fees forissuance of declarations and tax consultancy. In 2007 non-audit services included fees for preparation of the acquisition, taxconsultancy and due diligence in connection with acquisitions.6 Other operating income and expenses2008 2007DKK million DKK millionOther operating income:Gains on disposal of real estate 69 150Gains on disposal of other property, plant and equipment and intangible assets212 38Interest and amortisation of on-trade loans 105 128Rental income, real estate 58 76Funding and grants received for research and development activities 10 -Other, incl. repaid property tax 208 132Total 662 524Other operating expenses:Loss on disposal of other property, plant and equipment and intangible assets-44 -84Losses and write-downs on on-trade loans -45 -34Real estate costs -58 -76Expenses relating to research center -53 -Other -99 -102Total -299 -296Of which staff costs, cf. note 13 21 25Other operating income includes gains on disposal of trademarks of DKK 149m in 2008.F-22

Carlsberg Breweries GroupNotes7 Special items2008 2007DKK million DKK millionImpairment, Türk Tuborg - -100Impairment of Leeds Brewery, Carlsberg UK -197 -Impairment of Braunschweig Brewery, Carlsberg Deutschland -135 -Impairment losses and expenses relating to withdrawal fromthe market for discount soft drinks in Denmark (2007: reversal of provision) - 7Loss on disposal of Türk Tuborg -232 -Provision for onerous malt contracts -245 -Relocation costs, termination benefits and impairment of non-current assetsin connection with new production structure in Denmark (2007: reversal of provision) -19 14Termination benefits and impairment of non-current assetsin connection with new production structure at Sinebrychoff, Finland -30 -3Termination benefits etc. in connection with OperationalExcellence programmes -150 -190Termination benefits and expenses, transfer of activities toAccounting Shared Service Centre in Poland -16 -29Restructuring, Carlsberg Italia -93 -67Restructuring, Brasseries Kronenbourg, France -291 -Restructuring, Ringnes, Norway -26 -Costs in connection with outsourcing of distribution, Carlsberg Sverige - -26Other restructuring costs etc., other entities -138 -33Integration costs related to acquisition of part of the activities in S&N -69 -Special items, net -1.641 -427If special items had been recognised in operating profit before special items, theywould have been included in the following items:Cost of sales -919 -145Sales and distribution expenses -114 -135Administrative expenses -226 -44Other operating income 27 29Other operating expenses -409 -126-1.641 -421Impairment of goodwill - -6Special items, net -1.641 -427Special items constitute significant items that can not be attributed directly to the Group's ordinary operating activities and aresignificant over time.F-23

Carlsberg Breweries GroupNotes8 Financial income2008 2007DKK million DKK millionInterest income 214 156Dividends from securities 20 19Fair value adjustments of financial instruments, net, cf. note 36 556 -Foreign exchange gains, net - 56Realised gains on disposal of associates and securities 126 43Expected return on plan assets, defined benefit plans308 321Other financial income 45 32Total 1.269 627Interest income relates to interest from cash and cash equivalents.9 Financial expenses2008 2007DKK million DKK millionInterest expenses 2.601 1.010Fair value adjustments of financial instruments, net, cf. note 36 - 66Realised foreign exchange losses, net 1.358 -Realised losses on disposal of securities 5 20Impairment of financial assets 3 4Interest cost on obligations, defined benefit plansLoss on other financial instruments339 322- 73Other financial expenses 418 103Total 4.724 1.598Interest expenses primarily relate to interest on borrowings.Other financial expenses consist mainly of payment to establish credit facilities and fee for unutilised draws on these facilities.Approximately DKK 315m of the total financial expenses relates to up-front and commitment fees etc. from establishing offinancing related to the acquisition of part of the activities in S&N.In addition, fair value adjustments of financial instruments were affected by DKK 110m related to the inefficient part of thecurrency options acquired to hedge the GBP exposure on the S&N transaction.F-24

Carlsberg Breweries GroupNotes10 Corporation tax2008 2007DKK million DKK millionTax for the year comprises:Current tax on profit for the year 1.062 939Change in deferred tax during the year -272 160Change in tax rate -1.520 -16Adjustments to tax for previous years 18 10Total tax for the year -712 1.093Of which recognised in equity:Deferred tax on items recognised directly in equity 316 113Tax for the year on items recognised directly in equity 1 -16Tax on profit for the year -395 1.190Reconciliation of the effective tax rate for the year:Tax rate in Denmark 25,0% 25,0%Change in tax rate, Danish subsidiaries 0,0% 0,8%Change in tax rate, foreign subsidiaries -60,6% -0,8%Differences in tax rates, foreign subsidiaries -4,2% -2,0%Adjustments to tax for previous years -0,3% -0,5%Non-capitalised tax assets 11,7% 5,3%Non-taxable income -0,7% -1,1%Non-deductible expenses 6,9% 4,6%Tax, associates 3,3% -0,1%Special items -5,1% -0,4%Withholding taxes 8,4% -Other 0,3% 2,2%Effective tax rate for the year -15,3% 33,0%Change in tax rate in foreign subsidiaries mainly relates to the reduction of the corporate tax rate in Russia in 2009 from 24% to20%.In 2007 the Danish corporate tax rate was reduced from 28% to 25%.The change in deferred tax recognised in the income statement can be broken down as follows:Tax losses 2.445 -198Change in tax rate -1.520 -16Intangible assets and property, plant and equipment etc. -2.401 471Deferred tax recognised in income statement -1.476 257F-25

Carlsberg Breweries GroupNotes11 Minority interests2008 2007DKK million DKK millionMinority interests’ share of profit for the year relates to the following:Baltika Brewery 448 206Other entities in Eastern Europe -40 -6Northern & Western Europe 73 50Carlsberg Brewery Malaysia Berhad 57 60Other entities in Asia 35 -15Other 2 -1Total 575 294Minority interests' share of the profit for the year has increased compared with 2007, as Carlsberg after the acquisition of part ofthe activities in S&N in April 2008 fully consolidates investments in the former BBH Group. The entities were consolidatedproportionately by 50% for 2007.F-26

Carlsberg Breweries GroupNotes12 Earnings per shareThe calculation of earnings per share is affected by the issue of 1,000 additional shares in June 2008 as described in note 24.2008 2007DKK million DKK millionConsolidated profit 2.904 2.413Minority interests -575 -294Shareholders in Carlsberg Breweries A/S 2.329 2.1191,000 shares 1,000 sharesAverage number of shares 501 500Average number of treasury shares - -Average number of shares outstanding 501 500Average dilutive effect of outstanding share options -Diluted average number of shares outstanding 501 500DKKDKKEarnings per share (EPS) of DKK 1,000 4.653 4.238Diluted earnings per share (EPS-D) of DKK 1,000 4.653 4.238F-27

Carlsberg Breweries GroupNotes13Staff costs and remuneration of the Board of Directors, the Executive Board and other executive employees2008 2007DKK million DKK millionSalaries and other remuneration 6.740 5.971Severance pay 198 176Social security costs 982 839Retirement benefit costs - defined contribution plans 155 184Retirement benefit costs - defined benefit plans 90 158Share-based payment 28 19Other employee benefits 419 97Total 8.612 7.444Staff costs are included in the following items in the income statement:Cost of sales 2.535 2.019Sales and distribution expenses 4.440 4.028Administrative expenses 1.500 1.158Other operating expenses 21 25Special items (restructuring) 116 214Total 8.612 7.444The Group had an average of 45,364 (2007: 31,537) full-time employees during the year.Remuneration of key management personnel:2008DKK million2007DKK millionGroupExecutiveBoardExecutiveemployeesGroupExecutiveBoardExecutiveemployeesSalaries and other remuneration 27 47 26 25Retirement benefit costs - 3 - 2Share-based payment 3 3 6 2Total 30 53 32 29Remuneration of the Group Executive Board and executive employees is based on a fixed salary and cash bonus payments of up to 60%of the fixed salary and non-monetary benefits such as company car, telephone etc. Furthermore, share option programmes and incentiveschemes have been established for the Group Executive Board and key management personnel. These programmes and schemes covera number of years.Employment contracts for members of the Group Executive Board contain terms and conditions that are considered common to executiveboard members in Danish listed companies, including terms of notice and non-competition clauses.In respect of other benefits and bonus schemes, the remuneration of directors in foreign subsidiaries is based on local terms andconditions.Executive employees comprise Vice Presidents and Vice Presidents heading Group Functions at Carlsberg’s headquarters inCopenhagen, a total of 19 persons (2007: 14 persons), who, directly or indirectly, have influence over and responsibility for planning,implementing and controlling the Group's activities.The Board of Directors of Carlsberg Breweries A/S received emoluments of DKK 0m (2007: DKK 0m).F-28

Carlsberg Breweries GroupNotes14 Share-based paymentThe Carlsberg Breweries Group has set up a share option programme to attract, retain and motivate the Group’s key management personnel and to align their interests with thoseof shareholders. Key management personnel comprises the Group Executive Board, executive employees and the managements of significant subsidiaries. No share optionprogramme has been set up for Carlsberg A/S’s Board of Directors.In 2008, a total of 796,845 (2007: 263,373) share options were granted to 173 (2007: 143) key employees. The grant date fair value of these options was a total of DKK 73 million(2007: DKK 28 million). Each share option entitles the holder to purchase one class B share in Carlsberg A/S. The options may only be settled in shares (equity-settled scheme).Share options vest currently over a period of three years from the grant date. The options may be exercised no earlier than three years and no later than eight years after thegrant date. Upon resignation, a proportion of the options may be exercised within one to three months. Special terms and conditions apply in the case of retirement, illness, deathand changes in Carlsberg A/S’ capital resources.To ensure that holders of share options receive the same nominal yield on a given increase in the share price after the rights issue in Carlsberg A/S, adjustment has been made tothe share option programmes which existed at the time of the rights issue. The exercise price of the options has been adjusted for the bonus element on the issue of new sharesby Carlsberg A/S at a discount. Correspondingly, the number of granted options has been adjusted by a factor calculated as 1 divided by the bonus element. With theseadjustments, the fair value of the share option programme in place at the time of the rights issue is unchanged. In connection with the adjustments, comparative figures have beenrestated.The closing price of Carlsberg’s B share on 21 May 2008 was DKK 651.The price of Carlsberg’s new B share, cf. prospectus published on 15 May 2008, was DKK 400.Calculated adjustment factors:Exercise price: 0.80721966Number of options: 1.23882017Using the adjustment factor, the total number of outstanding options end of 2007 has been adjusted to 93,778 for the Executive Board, 571,390 for key management personneland 199,327 for retired employees from 75,700, 461,237 and 160,900 options for each of the groups respectively end of 2007.The total cost of share-based payment is DKK 28 million (2007: DKK 19 million), which is recognised in the income statement and included in staff costs. Refunds etc. betweenCarlsberg A/S, Carlsberg Breweries A/S and subsidiaries in the Carlsberg Breweries Group are recognised directly in equity and total DKK 20 million (2007: DKK 48 million).Expected future refunds based on the fair value of share options at year end are recognised directly in equity by DKK 0 million (2007: DKK 108 million).GrantyearExerciseyear1 Jan.2008GrantedExpired/forfeitedExercisedNumberTransferred31. Dec.2008Forexercise31 Dec.ExercisepriceFixedDKK peroptionFair value31 Dec.200831 Dec.2007Executive Board2001 2004-2009 9.105 - - - - 9.105 9.105 312,02 0,00 - 22002 2005-2010 9.105 - - - - 9.105 9.105 261,39 4,67 - 22003 2006-2011 13.008 - - - - 13.008 13.008 173,12 32,12 1 42004 2007-2012 13.008 - - - - 13.008 13.008 216,65 25,69 - 42005 2008-2013 12.388 - - - - 12.388 12.388 232,71 22,78 - 32006 2009-2014 12.388 - - - - 12.388 - 306,89 21,02 - 32007 2010-2015 24.776 - - - - 24.776 - 472,11 15,19 1 32008 2011-2016 89.552 - - - 89.552 383,34 32,00 3Total 93.778 89.552 - - - 183.330 56.614 5 21Key management personnel2001 2004-2009 10.375 - - -3.902 - 6.473 6.473 312,02 0,00 - 22002 2005-2010 9.756 - - -3.902 - 5.854 5.854 261,39 4,67 - 22003 2006-2011 12.419 - - - - 12.419 12.419 173,12 32,12 - 42004 2007-2012 40.091 - -2.276 -2.989 - 34.826 34.826 216,65 25,69 1 122005 2008-2013 131.830 - -2.685 -45.318 -2.787 81.040 81.040 232,71 22,78 2 362006 2009-2014 174.468 - -9.498 -6.296 -7.433 151.241 - 306,89 21,02 3 382007 2010-2015 192.451 - -11.974 -1.033 -7.433 172.011 - 472,11 15,19 3 242008 2011-2016 707.293 -3.097 - - 704.196 383,34 32,00 22Total 571.390 707.293 -29.530 -63.440 -17.653 1.168.060 140.612 31 118Retired employees2001 2004-2009 26.046 - - -11.706 - 14.340 14.340 312,02 0,00 - 52002 2005-2010 20.812 - - - - 20.812 20.812 261,39 4,67 - 52003 2006-2011 29.918 - - - - 29.918 29.918 173,12 32,12 1 102004 2007-2012 37.072 - - - - 37.072 37.072 216,65 25,69 1 112005 2008-2013 29.319 - -413 - 2.787 31.693 31.693 232,71 22,78 1 82006 2009-2014 29.525 - -826 - 7.433 36.132 - 306,89 21,02 1 72007 2010-2015 26.635 - -1.239 - 7.433 32.829 - 472,11 15,19 - 32008 2011-2016 - - - - 383,34 32,00 -Total 199.327 - -2.478 -11.706 17.653 202.796 133.835 4 49Total 864.495 796.845 -32.008 -75.146 - 1.554.186 331.061 40 188F-29

Carlsberg Breweries GroupNotes14 Share-based paymentExecutiveBoard2008 2007Keymanagementpersonnel Resigned TotalAverageexercisepriceExecutiveBoardKeymanagementpersonnel Resigned TotalAverageexercisepriceShare options outstanding at 1 January 93.778 571.390 199.327 864.495 318,81 163.091 620.153 68.972 852.216 255,83Granted 89.552 707.293 - 796.845 383,34 49.552 213.821 - 263.373 472,11Expired/forfeited - -29.530 -2.478 -32.008 368,89 - -65.061 - -65.061 340,30Exercised - -63.440 -11.706 -75.146 259,54 - -185.383 - -185.383 239,89Transferred - -17.653 17.653 - - -118.865 -12.140 130.355 -650 296,07Share options outstanding at 31December183.330 1.168.060 202.796 1.554.186 353,73 93.778 571.390 199.327 864.495 318,81Exercisable at 31 December 56.614 140.612 133.835 331.061 228,90 44.226 72.641 113.848 230.715 232,72The average share price at the exercise date for share options was DKK 485 (2007: DKK 509).At 31 December 2008 the exercise price for outstanding share options was in the range DKK 173.12 to DKK 472.11 (2007: DKK 173.12 to DKK 472.11). The average remainingcontractual life was 5.7 years (2007: 5.4 years).The fair value of granted share options is estimated using the Black-Scholes call option pricing model based on the exercise price. The fair value at 31 December 2008 is DKK40m (2007: DKK 188m) which is DKK 148m lower than at year-end 2007.The assumptions underlying the calculation of the grant date fair value for share options granted in 2008 and 2007 are as follows:2008 2007Fair value per option 104,65 136,67Share price 383,34 584,86Exercise price 383,34 584,86Volatility 27% 19%Risk-free interest rate 3,8% 3,9%Dividend yield 1,4% 1,0%Expected life of share options, years 5,2 5,5 årThe prices disclosed for the grant in 2007 are not adjusted for the bonus element on the capital increase in 2008.The share price and the exercise price are calculated as the average price of Carlsberg A/S’s class B shares on NASDAQ OMX Copenhagen A/S the first five trading days afterthe publication of Carlsberg A/S’s annual financial statement following the granting of the options.The expected volatility is based on the historical volatility in the price of Carlsberg A/S’s class B shares over the last two years.The risk-free interest rate is the interest rate on Danish government bonds of the relevant maturity, while the dividend yield is calculated as DKK 6 per share (2007: DKK 6 pershare) divided by the share price.The expected life of share options is based on exercise in the middle of the exercise period.F-30

Carlsberg Breweries GroupNotes15 Intangible assets2008DKK millionGoodwillTrademarksOtherintangibleassets Prepayments TotalCost:Cost at 1 January 2008 8.749 926 1.530 146 11.351Acquisition of entities 33.780 18.834 111 - 52.725Value adjustment on step acquisition of subsidiaries - 16.429 15 - 16.444Reversal of cost related to step acquisition - - -50 - -50Additions 292 - 150 17 459Disposals of entities - - -33 - -33Disposals -72 - -98 - -170Foreign exchange adjustments etc. -2.280 -3.639 -43 -1 -5.963Transfers - - 145 -128 17Cost at 31 December 2008 40.469 32.550 1.727 34 74.780Amortisation and impairment losses:Amortisation and impairment losses at 1 January 2008 10 122 1.219 2 1.353Reversal of cumulative amortisation related to step acquisition- - -50 - -50Amortisation - 31 161 - 192Disposals of entities - - -30 - -30Disposals - - -89 - -89Foreign exchange adjustments etc. 3 -3 -65 - -65Transfers - - - -2 -2Amortisation and impairment losses at 31 December 200813 150 1.146 - 1.309Carrying amount at 31 December 2008 40.456 32.400 581 34 73.4712008 2007DKK million DKK millionAmortisation and impairment losses for the year are included in:Cost of sales 20 11Sales and distribution expenses 39 47Administrative expenses 133 152Special items - 6Total 192 216F-31

Carlsberg Breweries GroupNotes15 Intangible assetsGoodwillTrademarks2007DKK millionOtherintangibleassets Prepayments TotalCost:Cost at 1 January 2007 8.732 902 1.469 149 11.252Acquisition of entities 87 20 32 - 139Additions 83 1 84 6 174Disposals -1 - -54 2 -53Foreign exchange adjustments etc. -152 3 -10 -2 -161Transfers - - 9 -9 -Cost at 31 December 2007 8.749 926 1.530 146 11.351Amortisation and impairment losses:Amortisation and impairment losses at 1 January 2007 4 104 1.072 - 1.180Amortisation - 17 191 2 210Impairment losses 6 - - - 6Disposals - - -41 - -41Foreign exchange adjustments etc. - 1 -3 - -2Amortisation and impairment losses at 31 December 2007 10 122 1.219 2 1.353Carrying amount at 31 December 2007 8.739 804 311 144 9.998Additions to goodwill during the year can be specified as follows: 2008 2007Acquisition of minority shareholdings 292 83Acquisition of entities, see note 31 33.780 87Total 34.072 170Acquisition of entities primarily relates to the acquisition of parts of the activities in S&N Group and comprises recognised intangible assets at theacquisition date and goodwill acquired. Recognised intangible assets primarily consist of the value of trademarks, including Baltika, Kronenbourg, 1664and regional and local brands.Measurement of trademarks is based on a number of estimates. See note 1 for further descriptionThe estimated value of acquired trademarks includes all cash flows associated with the trademarks, including the value of customer relations etc.related to the trademarks. There is a close relationship between trademarks and sales. The consumers' demand for beer and other beverages drivessales and therefore the value of the brand is closely linked to consumer demands, while no separate value is attached to customers (shops, bars etc.)as their choice of products is driven by consumer demands.The carrying amount of trademarks which have an indefinite useful life and are therefore not amortised was DKK 31,721m (2007: DKK 654m) at 31December 2008, equivalent to 98% (2007: 81%) of the capitalised trademarks - primarily the Carlsberg, Tuborg, Baltika, Kronenbourg, 1664 andHolsten trademarks. Management assesses that the value of these trademarks can be maintained for an indefinite period, as these are wellestablishedtrademarks in the markets concerned and these markets are expected to be profitable in the longer term. In the opinion of management,there is only a minimal risk of the current situation in the markets reducing the useful life of these trademarks, primarily due to the respective marketshare in each market and the current and planned marketing efforts which are helping to maintain and increase the value of these trademarks.Goodwill is determined as the difference between purchase prise and the fair value of acquired assets, liabilities and contingent liabilities. Goodwill isallocated to the individual cash-generating units based on an allocation of fair value of each acquired entity determined on the basis of expected futurecash flows for each entity discounted at net present value and less the fair value of acquired assets, liabilities and contingent liabilities in each entity. Itis management's assessment that the allocation is based on documented estimates taking into consideration the uncertainties inherent in determiningthe cash flows of the acquired cash-generating units.Value adjustment on step acquisition of subsidiary relates to fair value revaluation of assets held by the Carlsberg Group - and recognised byproportionate consolidation - prior to obtaining complete control over the BBH Group as a result of the acquisition of S&N. The acquisition of additionalownership interests resulted in control, and in accordance with IFRS the acquired intangible assets are recognised at fair value at the acquisition date.The fair value adjustment of the assets held prior to the acquisition has been recognised directly in equity in accordance with IFRS.The carrying amount of other intangible assets at 31 December 2008 included capitalised software costs of DKK 300m (2007: DKK 125m) and beerdelivery rights of DKK 66m (2007: DKK 77m).Research and development costs of DKK 50m (2007: DKK 45m) have been recognised in the income statement.F-32

Carlsberg Breweries GroupNotes16 Impairment testGoodwill and trademarks with an indefinite useful lifeThe value of goodwill and trademarks increased significantly in 2008 as a result of the acquisition of part of the activities in S&N.For the Group's cash-generating units at segment level, the carrying amount of goodwill and trademarks with an indefinite useful life at 31December was as follows:2008DKK million Goodwill Trademarks 1 Total %Northern & Western Europe 14.452 3.435 17.887 26%Eastern Europe 24.512 28.286 52.798 73%Asia 1.492 - 1.492 2%Total 40.456 31.721 72.177 100%DKK million Goodwill Trademarks 1 Total %2007Northern & Western Europe 5.349 654 6.003 64%Eastern Europe 1.999 - 1.999 21%Asia 1.391 - 1.391 15%I alt 8.739 654 9.393 100%1 The trademark is allocated to the segment that owns the trademark. Royalty income generated by the trademark is earned globally and based on the Group's total income.General assumptionsThe Carlsberg Breweries Group performs impairment tests of goodwill for the Group's cash-generation units and for trademarks with anindefinite useful life. Other property, plant and equipment and intangible assets are tested if there are specific indications of impairment.The cash-generating units are based on the management structure. Internal financial control is generally carried out at country level.Impairment test of goodwill is performed at country level and not segment level.Impairment test of trademarks are based on the Group's total calculated royalty income for each trademark.Goodwill and trademarks related to Baltika Brewery (Russia) and Brasseries Kronenbourg (France) each comprise 10% or more of thetotal carrying amount of goodwill and trademarks with an indefinite useful life at 31 december 2008. No other goodwill and trademarkscomprise 10% or more of the total carrying amount of goodwill and trademarks with an indefinite useful life at 31 december 2008.The Carlsberg Breweries Group performed impairment tests of the carrying amount of goodwill and trademarks with an indefinite useful lifeat 31 December 2008. Impairment tests are performed in December each year based on the budgets and business plans approved by theBoard of Directors and the Executive Board.TrademarksTrademarks are impairment-tested at Group level. The impairment test is performed using the relief from royalty method and is based onexpected future free cash flows from the calculated royalty income generated by the individual trademark. Key assumptions include royaltyrate, expected useful life, growth rate and a theoretically calculated tax effect. A post-tax discount rate is used which reflects the risk-freeinterest rate with the addition of a risk premium associated with the particular trademark.The royalty rate is based on the actual market position of the trademark on the individual global, regional and local markets. If externallicense agreements concerning each individual trademark already exist, the market terms of such agreements are considered whenassessing the royalty rate which the trademark is expected to generate in a transaction with independent parties.The tax rate is the expected future tax rate in each country, based on current legislation. The impairment test at year-end 2008incorporates tax rates of 10-34%.The impairment test of trademarks is based on the same approach used for determining the fair value at the acquisition date. Note 1describe the estimates applied in determining the fair value of assets acquired in the acquisition of part of the activities in S&N.The impairment test of trademarks is based on a comparison of the recoverable amount, corresponding to the discounted value of theexpected future free cash flow, with the carrying amount of the individual trademark.F-33

Carlsberg Breweries GroupNotes16 Impairment testGoodwillThe impairment test of goodwill is based on the discounted value of expected future free cash flows from the cash-generating unit. Theexpected future free cash flow (value in use) is based on budgets and business plans for the next three years and projections forsubsequent years. Key parameters include revenue growth, operating margin, future capital expenditure and growth expectations beyondthe next three years. Budgets and business plans do not incorporate the effect of future restructurings and non-contracted capacityincreases.Budgets and business plans for the next three years are based on concrete commercial initiatives, and the risks associated with the keyparameters are assessed and incorporated in expected future free cash flows. The impairment test is based on scenarios for possiblefuture cash flows. Potential upsides and downsides identified during the budget process and in the daily business are reflected in multiplescenarios for possible future cash flows for each individual cash-generating unit. The scenarios reflect among others different assumptionsof market and price developments and input cost developments. Projections beyond the next three years are based on generalexpectations and risks. The terminal value beyond the next three years takes account of general growth expectations for the breweryindustry in the relevant segments. Growth rates are not expected to exceed the average long-term growth rate for the Group’s individualgeographical segments. The average growth rates for the terminal period are presented below.Pre-tax discount rates are applied in calculating the recoverable amounts and reflect the risk-free borrowing rate in each particulargeographical segment.The impairment test of cash-generating units is based on a comparison of the recoverable amount, corresponding to the discounted valueof the expected future free cash flow, with the carrying amount of the individual cash-generating unit. The carrying amount comprisesgoodwill and other net assets.Growth in the terminal periodDiscount rates 1Significant assumptions: 2008 2007 2008 2007GoodwillNorthern and Western Europe 1,5% 0.5-1.5% 3.9-13.3% 4.2-16%Eastern Europe 2,5% 2,5% 7.9-16.1% 8.3%Asia 2,5% 2.5% 3.9-13.0% 4.5-10.9%Trademarks 1-5% 0-3% 6.7-16.4% 4-7%1 Pre-tax discount rates are used for goodwill, whereas post-tax discount rates are used for trademarks.Growth rates are determined for each individual entity and trademark. For the terminal period, a growth rate equal to the expected rate ofinflation is applied. For trademarks in general, the growth rate can only in the first couple of years increase above the expected rate ofinflation.At year-end 2008, risk-free interest rates – in particular short-term interest rates – fluctuated extraordinarily as a result of the internationalfinancial crisis. Therefore the impairment test for 2008 applies discount rates based on the expectation that the financial markets willstabilise again in the long term. The pre-tax risk-free borrowing interest rate is used for impairment testing of goodwill.The discount rate used in impairment tests of trademarks is a post-tax discount rate for each country. In determining the discount rate, arisk premium on the risk-free interest rate (spread) is fixed somewhat lower than the current market level and slightly higher than themarket level in spring/summer 2008. Accordingly, the spread is higher than the rates applicable to the Group's borrowings and reflectmanagement's expectations of the spread for future borrowings.For each country the applied growth rates for projections and discount rates are compared to ensure a reasonable link between them (realinterest rate).Northern & Western Europe is generally characterised by stable or declining volumes and by growth markets in the central eastern partsof the region. The entire region continues to experience stiff competition, requiring ongoing optimisation of cost structures and use ofcapital. A slight increase in revenue is expected in the next three years, while the ongoing Excellence programmes, including LogisticsExcellence, and restructuring initiatives already implemented in key countries and under implementation in other countries, are expected tocontribute to productivity improvements and cost savings, and thus an improved operating margin. Some countries will continue to becharacterised by a high level of investment as a result of changes to production structure.Eastern Europe is characterised by growth and increasing market shares driven by investments in capacity, marketing, innovation andnew product launches. Increases in revenue are expected in the region, and developments in costs are expected to result in a stableoperating margin. Investments are expected to be maintained at a high level to support growth.Asia is a growth area, with significant growth in China and Indochina in particular. Increases in revenue and operating margin on theemerging markets are expected, while stable earnings are expected on the mature markets.F-34

Carlsberg Breweries GroupNotes16 Impairment testImpairment lossesBased on the impairment tests performed, the following impairment losses have been recognised in respect of goodwill, trademarks withan indefinite useful life and other non-current assets:2008 2007DKK million DKK millionGoodwillOther - 6Property, plant and equipment:Impairment of Leeds Brewery, Carlsberg UK 197 -Impairment of Braunschweig Brewery, Carlsberg Deutschland 135 -Türk Tuborg - 100Other 4 7Total 336 113The impairment losses in Carlsberg UK in 2008 relate to the Leeds site. Due to the proposed closure of the brewery, the impairment test ofthe cash-generating unit for the Leeds site showed a recoverable amount below carrying amount. The decline in the recoverable amount ismainly due to the decline in the property market in the last quarter of 2008. The brewery is written down to its fair value as this value ishigher than value in use.Following the financial crisis, one of the activities in Carlsberg Deutschland is loss making, among others due to difficult market conditions.The activity is taking up the full capacity in one of Carlsberg Deutschland's breweries, which results in a recoverable amount of the brewerythat is lower than the carrying amount. The brewery is therefore written down to value in use.The impairment test of Türk Tuborg performed in 2007 resulted in a negative net present value of future cash flows, which led to writedownsof non-current assets by DKK 100m. The company was sold in 2008, see note 31 for further description.The impairment losses are recognised under special items in the income statement and included in the segment Northern & WesternEurope.Sensitivity testBased on the impairment tests performed, there were no indications of further impairment of goodwill and trademarks with an indefiniteuseful life at 31 December 2008. A sensitivity test has been performed to determine the lowest growth in the residual period and thehighest increase in discount rates that can be achieved for each of the regions without resulting in any impairment losses.Goodwill. Sensivity tests show that for the country with the lowest margin between recoverable amount and carrying amount, the growthrate in the residual period can decline by 1 percentage point in Northern & Western Europe and by 2.5 percentage points in EasternEurope and Asia respectively without resulting in any impairment losses. Alternatively the discount rate can increase by 1 percentage pointin Northern & Western Europe, 2.25 percentage point in Eastern Europe and 2.85 percentage points in Asia without resulting in anyimpairment losses.Notice that for one country in Eastern Europe with goodwill representing less than 1% of the total carrying amount of goodwill it will result inimpairment losses if growth in the residual period declines more than 0.6 percentage points or the discount rate increases by more than0.5 percentage points. For all other countries, the decline in growth rate in the residual period of the increase in discount rate that will leadto impariment losses is even higher than described above.Trademarks. For trademarks with a carrying amount totalling 90% of the total carrying amount for trademarks with indefinite useful life thegrowth rate in the residual period can be reduced by at least 1 percentage point without resulting in any impairment losses.For trademarks with a carrying amount totalling 87% of the total carrying amount for trademarks with indefinite useful life, the discount ratecan be increased by at least 1 percentage point without resulting in any impariment losses.For the trademark (a minor local trademark) with the lowest margin between the recoverable amount and carrying amount, the growth ratein the residual period can decrease or the discount rate can increase by 0.1 percentage points respectively without resulting in anyimpariment losses.F-35

Carlsberg Breweries GroupNotes17 Property, plant and equipment2008DKK millionLand andbuildingsPlant andmachineryFixtures andfittings, otherplant andequipmentConstructionin progressTotalCost:Cost at 1 January 2008 12.113 23.442 8.700 2.136 46.391Acquisition of entities 3.794 5.360 549 1.011 10.714Value adjustment on step acquisition of subsidiaries 1.577 1.429 53 3 3.062Reversal of cost related to step acquisition -192 -2.103 -87 - -2.382Disposals of entities -338 -1.228 -436 -9 -2.011Additions 506 2.434 909 1.010 4.859Disposals -194 -455 -849 -174 -1.672Foreign exchange adjustments etc. -1.193 -2.250 -481 -299 -4.223Transfers 588 810 324 -1.785 -63Transfer to/from assets held for sale -23 - - - -23Cost at 31 December 2008 16.638 27.439 8.682 1.893 54.652Depreciation and impairment losses:Depreciation and impairment plosses at 1 January 2008 p4.327 14.856 6.040 - 25.223acquisition-192 -2.103 -87 - -2.382Disposals of entities -195 -1.204 -326 - -1.725Disposals -99 -425 -803 - -1.327Depreciation 445 1.981 997 - 3.423Impairment losses - 332 4 - 336Foreign exchange adjustments etc. -177 -922 -334 - -1.433Transfers -2 -13 3 - -12Transfer to/from assets held for sale -2 - - - -2Depreciation and impairment losses at 31 December 20084.105 12.502 5.494 - 22.101Carrying amount at 31 December 2008 12.533 14.937 3.188 1.893 32.551Assets held under finance leases:Cost 16 122 18 - 156Depreciation and impairment losses -4 -78 -10 - -92Carrying amount at 31 December 2008 12 44 8 - 64Carrying amount of assets pledged as security for loans 445 - - 45 4902008 2007DKK million DKK millionDepreciation and impairment losses are included in:Cost of sales 2.492 1.636Sales and distribution expenses 778 860Administrative expenses 157 139Special items 332 103Total 3.759 2.738Value adjustment on step acquisition of subsidiary relates to fair value revaluation of assets held by the Carlsberg Breweries Group - and recognisedby proportionate consolidation - prior to obtaining complete control over the BBH Group as a result of the acquisition part of the activities in S&N. Theacquisition of additional ownership interests resulted in control, and in accordance with IFRS the acquired tangible assets are recognised at fair valueat the acquisition date. The fair value adjustment of the assets held prior to the acquisition has been recognised directly in equity in accordance withIFRS.The value adjustments on the step acquisition of subsidiary increased the basis of depreciation by DKK 3,062m without affecting the consolidatedcash flows.F-36

Carlsberg Breweries GroupNotes17 Property, plant and equipment2007DKK millionLand andbuildingsPlant andmachineryFixtures andfittings, otherplant andequipmentConstructionin progressTotalCost:Cost at 1 January 2007 12.182 21.977 8.260 1.137 43.556Acquisition of entities 53 97 10 7 167Additions 165 1.542 935 2.093 4.735Disposals -334 -498 -730 -1 -1.563Foreign exchange adjustments etc. -190 -284 -5 -38 -517Transfers 224 608 230 -1.062 -Transfer to/from assets held for sale 13 - - - 13Cost at 31 December 2007 12.113 23.442 8.700 2.136 46.391Depreciation and impairment losses:Depreciation and impairment losses at 1 January 2007 4.240 13.910 5.811 - 23.961Disposals -214 -439 -708 - -1.361Foreign exchange adjustments etc. -25 -103 13 - -115Depreciation 324 1.383 924 - 2.631Impairment losses 2 105 - - 107Depreciation and impairment losses at 31 December 2007 4.327 14.856 6.040 - 25.223Carrying amount at 31 December 2007 7.786 8.586 2.660 2.136 21.168Assets held under finance leases:Cost 10 126 36 - 172Depreciation and impairment losses -2 -71 -29 - -102Carrying amount at 31 December 2007 8 55 7 - 70Carrying amount of assets pledged as security for loans 325 - - - 325Fixtures and fittings, other plant and equipment include rolling equipment such as cars and trucks, draught beer equipment, coolers, returnablepackaging and office equipment.Leased assets with a carrying amount of DKK 64m (2007: DKK 70m) have been pledged as security for lease liabilities totalling DKK 48m (2007: DKK65m).F-37

Carlsberg Breweries GroupNotes18 Associates2008 2007DKK million DKK millionCost:Cost at 1 January 411 415Acquisition of entities 1.013 -Additions 642 31Disposals -21 -20Foreign exchange adjustments etc. 5 -15Transfer to assets held for sale 9 -Cost at 31 December 2.059 411Value adjustments:Value adjustments at 1 January 180 136Disposals -79 14Dividends -34 -60Share of profit after tax 72 94Foreign exchange adjustments etc. -9 -4Value adjustments at 31 December 130 180Carrying amount at 31 December 2.189 591Carlsberg Breweries Group share2008DKK millionRevenueProfit for theyear after tax Assets LiabilitiesOwnershipinterestProfit for theyear after taxEquityKey figures for associates:Tibet Lhasa Brewery Co. Ltd. 217 50 375 23 33% 16 127Lanzhou Huanghe Jianjiang Brewery Company 333 18 377 118 30% 5 82Hanoi Beer Company - - - - 16% 11 578Chongqing Brewery - - - - 17,5% - 1.013Other associates, Asia (4 entities) 382 44 351 155 30-49.8% 21 85International Breweries BV 342 -60 671 449 16% -11 35Nuuk Imeq A/S 153 27 230 85 31,9% 9 16Other 3.963 164 1.696 1.325 20-25% 21 25372 2.189Hanoi Beer Company is included as at 15 May 2008 and Chongqing Brewery as at 23 December 2008.2007DKK millionCarlsberg Breweries Group shareRevenueProfit for theyear after tax Assets LiabilitiesOwnershipinterestProfit for theyear after taxEquityKey figures for associates:Tibet Lhasa Brewery Co. Ltd. 166 45 322 50 33% 15 99Lanzhou Huanghe Jianjiang Brewery Company 313 33 345 108 30% 10 69Other associates, Asia (4 entities) 298 34 294 100 30-49.8% 16 77International Breweries BV 481 52 628 404 16% 11 42Nuuk Imeq A/S 152 27 225 72 31,9% 9 22Other 2.017 114 2.406 371 20-25% 33 28294 591Fair value of investments in listed associates:2008 2007DKK million DKK millionChongqing Brewery, Chongqing, China 855 -The Lion Brewery Ceylon, Biyagama, Sri Lanka 25 26Total 880 26The significant influence in Chongqing was not achieved until the legal transaction took place late December. Therefore no share of profit for the year after tax isincluded for 2008. The cost of the acquisition is on par with the fair value of the investment.The Carlsberg Breweries Group also has minor investments in associates in which the Group is unable to exercise significant influence, as a result of which theseinvestments are classified as securities.For these companies with an ownership interest of less than 20%, Carlsberg participates in the management of the company and is therefore exercising significantinfluence.F-38

Carlsberg Breweries GroupNotes19 Securities2008 2007DKK million DKK millionSecurities are classified in the balance sheet as follows:Non-current assets 94 100Current assets 7 34Total 101 134Types of security:Listed shares 7 -Unlisted shares 94 134Total 101 134Securities classified as current assets are those expected to be sold within one year of the balance sheet date.Shares in unlisted entities comprise a number of small holdings. These assets are not recognised at fair value as the fair valuecannot be calculated on an objective basis. Instead the assets are recognised at cost.No shares in unlisted entities were disposed of during 2007 and 2008.F-39

Carlsberg Breweries GroupNotes20 ReceivablesReceivables are included in the balance sheet as follows:2008 2007DKK million DKK millionTrade receivables 6.391 6.300Other receivables 3.026 2.695Total current receivables 9.417 8.995Non-current receivables 1.707 1.476Total 11.124 10.471Trade receivables comprise invoiced goods and services as well as short-term loans to customers in the on-trade.Other receivables comprise VAT receivables, loans to associates, interest receivables and other financial receivables.Non-current receivables consist mainly of on-trade loans. Non-current receivables fall due more than one year from the balance sheet date,of which DKK 171m (2007: DKK 478m) falls due more than five years from the balance sheet date.2008 2007DKK million DKK millionReceivables by origin:Receivables from the sale of goods and services 5.747 5.715On-trade loans 2.278 1.626Loans to associates 5 4Receivables from construction contracts (selling price) - 1.658Fair value of hedging instruments 1.130 118Other receivables 1.964 1.350Total 11.124 10.471The increase in loans to the on-trade is primarily attributable to the acquired French entities.Receivables from the sale of goods and services fall due as follows:2008 2007DKK million DKK millionNot fallen due or written down 4.549 4.470Falling due in less than 30 days 561 781Falling due between 30 and 90 days 195 316Falling due in more than 90 days 442 148Carrying amount at 31 December 5.747 5.715Receivables from the sale of goods and services and loans are recognised net of write-downs for bad debt losses.Write-downs are specified as follows: 2008 2007DKK million DKK millionWrite-downs at 1 January -850 -860Write-downs for the year -242 -191Realised bad debt losses 150 163Reversed write-downs 49 38Write-downs at 31 December -893 -850No significant losses were incurred in respect of an individual trade receivable or on-trade loan in 2008 and 2007.In a number of cases the Group receives security for sales on credit and loans to on-trade customers. The fair value of such security istaken into account when assessing the necessary write-downs for bad debt losses. Security is primarily received from on-trade customersand may comprise financial guarantees, pledges or on-trade movables (equipment from bars, cafés etc.).On-trade loans are concentrated in France, the United Kingdom, Germany and Switzerland, and spread across a large number of debtors.Some of these loans are secured against various forms of collateral. Apart from these, there is no concentration of credit risk.On-trade loans are recognised at amortised cost. Based on discounted cash flows using the interest rates at the balance sheet date, theseloans have a fair value of DKK 2,360m (2007: DKK 1,687m). For other receivables, the fair value essentially corresponds to the carryingamount.2008 2007% %Average effective interest rates:Loans to associates 5,4 5,2On-trade loans 7,1 8,6PrepaymentsIn 2007, costs of DKK 72m related to the offer for Scottish & Newcastle plc were included in prepayments.F-40

Carlsberg Breweries GroupNotes21 Inventories2008 2007DKK million DKK millionRaw materials and consumables 2.734 2.015Work in progress 349 289Finished goods 2.234 1.514Total 5.317 3.818Production costs of inventories sold amount to DKK 30,439m (2007: DKK 22,048m).In accordance with IFRS, inventories acquired in the acquisition of part of the activities in S&N in 2008 were revalued at fairvalue. The positive revaluation, which did not affect the consolidated cash flows, increased the carrying amount of inventories byDKK 44m. Revalued inventories had been sold at 31 December 2008.Packing materials, packaging and spare parts are measured at the lower of net realisable value and cost. Write-downs ofinventories to net realisable value amount to DKK 2m (2007: DKK 3m) and are included in cost of sales.Obsolete beer and soft drinks and raw materials are generally scrapped because of their limited shelf-life and written down toDKK 0. Scrapped goods are included in production costs.F-41

Carlsberg Breweries GroupNotes22 Cash and cash equivalents2008 2007DKK million DKK millionCash at bank and in hand 2.728 2.026Short-term marketable securities with a term of three months or less 1 -Total 2.729 2.026In the cash flow statement, bank overdrafts are offset against cash and cashequivalents as follows:Cash and cash equivalents 2.729 2.026Bank overdrafts -612 -747Cash and cash equivalents, net 2.117 1.279Of which pledged as security - 310Short-term bank deposits amounted to DKK 455m (2007: DKK 1,213m). The average interest rate on these deposits was 5.5%(2007: 5.4%), and the average duration was 42 days (2007: 60 days).Proportionally consolidated entities’ share of cash and cash equivalents is specified in note 34.F-42

Carlsberg Breweries GroupNotes23 Assets held for sale and associated liabilities2008 2007DKK million DKK millionAssets held for sale comprise the following individual assets::Property, plant and equipment 112 34Financial assets 40 -Total 152 34Liabilities associated with assets held for sale:Other provisions 367 -Total 367 -At 31 December 2008, assets held for sale primarily comprised distribution assets in France that are expected to be disposed ofin the short term and land and property which is disposed of as part of the Carlsberg Breweries Group's strategy to optimiseproduction and logistics and reduce the amount of capital tied up. Identification of and negotiations with buyers have begun, andsales agreements have been entered into or are expected to be entered into in 2009.The selling price is expected to exceed the carrying amount of assets held for sale. Accordingly, no depreciation or impairmentlosses have been recognised in the income statement.Other provisions amounting to DKK 367m associated with assets held for sale comprise liabilities related to terminating theagreements and disposing of the assets classified as assets held for sale.Assets (properties) which no longer qualified for recognition as assets held for sale were transferred to property, plant andequipment in 2008 as a result of ongoing sales negotiations not proceeding as expected. This involved an amount of DKK 2m(2007: DKK 13m) and affected the income statement by a total of DKK 0m (2007: DKK 0.5m) in depreciation.Assets (shares) which no longer qualified for recognition as assets held for sale were transferred to financial assets in 2007(2008: no transfers) as a result of ongoing sales negotiations not proceeding as expected. This involved an amount of DKK 37m.Gains on the disposal of assets held for sale are recognised in the income statement under other operating income. The gainsrecognised as income in all material respects relate to disposal of depots and properties and total DKK 5m (2007: DKK 54m).Information on the segment in which assets held for sale are included is provided in note 2.F-43

Carlsberg Breweries GroupNotes24 Share capitalIn June 2008 Carlsberg A/S carried out a capital increase by converting a loan amounting to DKK 24,000m to new shares in CarlsbergBreweries A/S. The share capital was increased from DKK 500m to DKK 501m.The share capital amounted to DKK 501m divided into shares in denominations of DKK 1,000 and multiples thereof. None of the sharesconfer any special rights. The share capital is owned by Carlsberg A/S, Copenhagen, Denmark.Provisions governing alterations to the Articles of Association. In order to pass a resolution to alter the Articles of Association ordissolve the Company which is not proposed or endorsed by the Board of Directors, it is required, that at least one third of the possiblenumber of votes representing the total share capital shall be represented at the general meeting and the resolution shall be passed bythree quarters of both the total number of votes cast and of the voting share capital represented at the general meeting. If the resolution isproposed or endorsed by the Board of Directors, only a qualified majority of two thirds of both the total number of votes cast and of thevoting share capital represented at the general meeting is required for its passing.If the prescribed portion of the voting share capital is not sufficiently represented at the general meeting but a resolution is nonethelesspassed such resolution may be finally passed at an extraordinary general meeting convened by the Board of Directors within fourteendays of the first general meeting, irrespective of the number of votes represented at this general meeting. In order for a resolution notendorsed by the Board of Directors to be passed successfully at this second General Meeting, three quarters of both the total number ofvotes cast and of the voting share capital represented at the General Meeting must vote in favour of the resolution. If the resolution hasbeen endorsed by the Board of Directors, the resolution may be passed by the majority specified.F-44

Carlsberg Breweries GroupNotes25 Borrowings2008 2007DKK million DKK millionNon-current borrowings:Issued bonds 3.425 4.539Mortgages 1.249 1.451Bank borrowings 35.625 9.588Financial lease liabilities 28 38Other non-current borrowings 1 514 546Total 40.841 16.162Current borrowings:Mortgages 203Current portion of other non-current borrowings 3 196Bank borrowings 2.207 2.493Financial lease liabilities 19 28-Borrowings from Group companies 6.553 -Other non-current borrowings 180 994Total 9.165 3.711Total non-current and current borrowings 50.006 19.873Fair value 49.605 20.0241 Other non-current borrowings include employee bonds of DKK 5m (2007: 0m).All borrowings are measured at amortised cost.Time to maturity for non-current borrowings2008DKK million1-2 years 2-3 years 3-4 years 4-5 years > 5 years TotalIssued bonds - 1.895 - 1.530 - 3.425Mortgages 1 - - - 1.248 1.249Bank borrowings 15.053 532 18.990 175 875 35.625Financial lease liabilities 15 8 5 1 -1 28Other non-current borrowings 241 256 1 - 16 514Total 15.310 2.691 18.996 1.706 2.138 40.8412007DKK millionIssued bonds - - 2.507 1 2.031 4.539Mortgages 203 1 - - 1.247 1.451Bank borrowings 480 5.619 61 408 3.020 9.588Financial lease liabilities 24 11 1 1 1 38Other non-current borrowings 2 156 1 - 387 546Total 709 5.787 2.570 410 6.686 16.162F-45

Carlsberg Breweries GroupNotes25 BorrowingsInterest rate risk at 31 DecemberDKK millionInterest rateAverageeffectiveinterest rate Fixed forCarryingamountInterest rateriskIssued bonds:GBP 250m maturing 12 December 2011 1 Fixed 6,63% 2-3 years 1.895 Fair valueGBP 200m maturing 26 February 2013 Fixed 7,01% 4-5 years 1.530 Fair valueTotal issued bonds 6,80% 3.4252008Mortgages:Floating rate 2 Floating 5,52% Various 1.452 Cash flowTotal mortgages 5,52% 1.452Bank borrowings:Floating rate Floating 16.248 Cash flowFixed rate 3 Fixed 21.584 Fair valueTotal bank borrowings 37.832All interest rates stated in the table are including margin.1 Swaps have been used to change the interest rate to a fixed EUR rate of 5.55%.2 This concerns one mortgage with a time to maturity of more than five years and one that matures by the end of 2009. The first loan (DKK 1,248m) isrepriced semi-annually with reference to CIBOR6. The second loan (DKK 204m) is classified as a current loan with a fixed rate until December 2009.DKK 1.248 will reprice in June 2009, and the rest will reprice in December 2009.3 The main part of the long-term bank borrowing was originally floating but has been swapped to an average fixed rate of 5.03% including margin.Net financialinterestbearingInterest rate*DKK million debt*Floating Fixed Floating % Fixed %EUR 33.932 12.297 21.635 36% 64%DKK 4.593 4.593 - 100% 0%PLN 2.294 2.285 9 100% 1%USD 1.733 1.328 405 77% 23%CHF 2.400 2.400 - 100% 0%RUB 1.363 1.363 - 100% 0%Other 962 -2.540 3.502 - -Total 47.277 21.726 25.551 46% 54%* After swaps and currency derivatives ** Before currency derivativesInterest rate risk at 31 December:DKK millionInterest rateAverageeffectiveinterest rate Fixed forCarryingamountInterest rateriskIssued bonds:GBP 250m maturing 12 December 2011 1 Fixed 6,63% 3-4 years 2.507 Fair valueGBP 200m maturing 26 February 2013 Fixed 7,01% > 5 years 2.032 Fair valueTotal issued bonds 6,80% 4.539Mortgages:Floating rate 2 Floating 4,06% 0-1 year 1.246 Cash flowFixed rate Fixed 6,21% 2-3 years 205 Fair valueTotal mortgages 4,36% 1.4511 Swaps have been used to change the interest rate to a fixed EUR rate of 5.43%.20072 The floating-rate loans will be repriced in January 2008 at a rate of 4.92%.F-46

Carlsberg Breweries GroupNotes25 BorrowingsNet financialinterestbearingInterest rate**DKK million debt*Floating Fixed Floating % Fixed %EUR 10.368 6.137 4.231 59% 41%DKK -1.259 -1.464 205 116% -16%PLN 2.496 2.486 10 100% 0%USD 1.421 1.175 246 83% 17%CHF 2.228 881 1.347 40% 60%RUB 1.100 1.100 - 100% 0%Other 1.493 -3.077 4.570 - -Total 17.847 7.238 10.609 41% 59%* After swaps and currency derivatives ** Before currency derivatives2008Currency profile of borrowings before and after derivative financial instrumentsNext repricing (of principal before currency swaps)DKK millionOriginalprincipalEffect ofswap After swap 2009 2010 2011 2012 2013 2014-CHF 1.942 539 2.481 1.942 - - - - -DKK 8.013 -3.379 4.634 8.013 - - - - -EUR 34.213 217 34.430 12.578 11.184 2 1 7.452 2.996GBP 3.430 -3.290 140 4 - 1.895 - 1.531 -NOK 76 865 941 76 - - - - -PLN 134 2.160 2.294 125 2 2 2 2 1RUB 1 1.536 1.537 1 - - - - -SEK 46 -249 -203 46 - - - - -USD 1.691 172 1.863 1.286 307 98 - - -Other 460 1.429 1.889 384 19 24 19 14 -Total 50.006 - 50.006 24.455 11.512 2.021 22 8.999 2.997See also note 35 Financial risks.Currency profile of borrowings before and after derivative financial instruments2007Next repricing (of principal before currency swaps)DKK millionOriginalprincipalEffect ofswap After swap 2008 2009 2010 2011 2012 2013-CHF 1.734 494 2.228 387 1.347 - - - -DKK 1.734 -2.748 -1.014 1.529 205 - - - -EUR 8.521 2.251 10.772 4.290 19 3.732 94 1 385GBP 4.711 -4.693 18 170 1 1 2.507 - 2.032NOK 203 816 1.019 203 - - - - -PLN 668 1.838 2.506 658 2 2 2 2 2RUB 111 991 1.102 111 - - - - -SEK 116 79 195 116 - - - - -TRY 316 - 316 316 - - - - -USD 1.365 143 1.508 1.119 45 45 156 - -Other 394 829 1.223 365 5 - 24 - -Total 19.873 - 19.873 9.264 1.624 3.780 2.783 3 2.419Cross currency swaps and NDF (Non-deliverable forwards) were not included in the column Effect of swap in the Consolidated Financial Statements for2007. In the stated figures above they are. The effect of the swap is that debt in RUB and EUR respectively is DKK 991m and DKK 1,545m higher, and debtin GBP is DKK 2,536m lower.F-47

Carlsberg Breweries GroupNotes26 Retirement benefit obligations and similar obligationsThe majority of the Group's employees are covered by retirement benefit plans. The nature of retirement benefit plans variesdepending on labour market conditions, legal requirements, tax legislation and economic conditions in the countries in which theGroup's employees work. Benefits are generally based on wages and salaries and length of employment. Retirement benefitobligations cover both present and future retirees' entitlement to retirement benefits.Approximately 63% (2007: 55%) of the Group's retirement benefit costs relate to defined contribution plans, which limit theCompany's obligation to the contributions paid. The retirement benefit plans are funded by payments from the Group'scompanies and employees to funds that are independent of the Group.The other plans are defined benefit plans, and a retirement benefit obligation is recognised in the balance sheet based on anactuarial calculation of the present value at the balance sheet date less the plan assets. For defined benefit plans, the Groupassumes the risk associated with future developments in interest rates, inflation, mortality and disability.The retirement benefit plans in among other is Switzerland, Norway, the United Kingdom and Hong Kong have assets placed inindependent pension funds.In 2007 and 2008, a number of changes were agreed to the plan in the United Kingdom in order to reduce the net liability in theplan. In 2007, Carlsberg made an extraordinary payment of GBP 15m to the plan, and in 2008, agreements have been settledabout the contribution of payments in 2008-2010 amounting to GBP 15m in the first year and decreasing the following years. Theemployees contribute by means of increased payments or reduction of the retirement benefit in proportion to the final salary atretirement.The plans especially in Germany, Sweden and Italy are unfunded. For these plans the retirement benefit obligations amount toapproximately 18% (2007: 15%) of the total gross liability.The defined benefit plans typically guarantee the employees covered a retirement benefit based on the final salary at retirement.2008 2007DKK million DKK millionDefined benefit plans are recognised in the balance sheet as follows:Retirement benefit obligations and similar obligations 1.766 2.191Plan assets -2 -11Net obligations 1.764 2.180Specification of net obligations:Present value of funded plans 5.740 6.923Fair value of plan assets -5.245 -6.234Net obligation for funded plans 495 689Present value of unfunded plans 1.269 1.199Assets not recognised due to asset ceiling - 292Net obligations recognised 1.764 2.180Specification of total obligations:Present value of funded plans 5.740 6.923Present value of unfunded plans 1.269 1.199Total obligations 7.009 8.122F-48

Carlsberg Breweries GroupNotes26 Retirement benefit obligations and similar obligationsChanges in obligations:2008 2007DKK million DKK millionTotal obligations at 1 January 8.122 8.106Current service cost 139 162Interest cost 339 322Actuarial gains (-) and losses (+) -467 339Benefits paid -425 -420Curtailments and settlements -49 -4Additions due to acquisition of entities 91 -Foreign exchange adjustments etc. -741 -383Total obligations at 31 December 7.009 8.1222008 2007DKK million DKK millionChanges in plan assets:Fair value of assets at 1 January 6.234 6.334Expected return 308 321Actuarial gains (-) and losses (+) -825 -86Contributions to plans 273 318Benefits paid -347 -333Foreign exchange adjustments etc. -398 -320Fair value of assets at 31 December 5.245 6.234The Group expects to contribute DKK 219m (2007: DKK 153m) to the plan assets in 2009.Actual return on plan assets:Expected return 308 321Actuarial gains (+) and losses (-) -825 -86Actual return -517 235Breakdown of plan assets:2008 2007DKK million % DKK million %Shares 1.889 36% 2.314 37%Bonds and other securities 2.068 40% 2.835 46%Real estate 834 16% 837 13%Cash and cash equivalents 454 8% 248 4%Total 5.245 100% 6.234 100%Plan assets do not include shares in or properties used by Group companies.Actuarial assumptions. The actuarial assumptions underlying the calculations and valuations vary from country to country dueto local economic conditions and labour market conditions.Calculation of the expected return on plan assets is based on a low-risk investment in bonds in the relevant countries. The rate ofreturn is increased if the plan assets comprise shares and properties, which despite the increased risk are expected to provide ahigher rate of return than bonds.F-49

Carlsberg Breweries GroupNotes26 Retirement benefit obligations and similar obligations2008 2007Assumptions applied:RangeWeightedaverage RangeWeightedaverageDiscount rate 1,3 - 6,4 % 4,6% 3,3-5,7 % 4,7%Expected return on plan assets 4,3 - 6,0 % 4,6% 4,3-6,8 % 5,4%Future salary increases 1,5 - 4,5 % 2,6% 2,0-6,0 % 3,1%Future retirement benefit increases 0,5 - 4,3 % 1,6% 0,5-3,5 % 2,1%2008 2007DKK million DKK millionRecognised in income statement:Current service cost 139 162Expected return on plan assets -308 -321Interest cost on obligations 339 322Curtailments and settlements -49 -4Total recognised in income statement 121 159The cost is recognised in the income statement as follows:Cost of sales 16 31Sales and distribution expenses 77 97Administrative expenses 2 24Special items (restructuring) -5 6Total staff costs, cf. note 13 90 158Financial income -308 -321Financial expenses 339 322Total 121 159Recognised in equity:Recognised at 1 January -794 -282Acquisition of entities 18 -Actuarial gains/losses -358 -426Effect of asset ceiling 317 -100Foreign exchange adjustment of foreign entities 137 14Recognised in equity during the period 114 -512Recognised at 31 December -680 -794Of which accumulated actuarial gains/losses -974 -5882008 2007 2006 2005 2004DKK million DKK million DKK million DKK million DKK millionFive-year overviewObligations 7.009 8.122 8.106 8.041 7.413Plan assets -5.245 -6.234 -6.334 -6.105 -5.604Deficit 1.764 1.888 1.772 1.936 1.809Experience adjustments to obligations -450 29 -58 -96 -26Experience adjustments to plan assets 999 -86 123 242 -22F-50

Carlsberg Breweries GroupNotes27 Deferred tax assets and deferred tax liabilities2008 2007DKK million DKK millionDeferred tax at 1 January, net 813 863Foreign exchange adjustments -874 -54Adjustments to previous years -243 -146Additions due to acquisition/disposal of entities, net 5.314 6Value adjustment on step acquisition of subsidiaries 4.607 -Recognised in equity -316 -113Recognised in income statement 44 273Change in tax rate -1.520 -16Deferred tax at 31 December, net 7.825 813Specified as follows:Deferred tax liabilities 9.051 1.439Deferred tax assets -1.226 626Deferred tax at 31 December, net 7.825 813Chage in tax rate mainly relates to the reduction of the corporate tax rate in Russia in 2009 from 24% to 20%.Specification of deferred tax assets and liabilities at 31 December:2008 2007 2008 2007DKK million DKK million DKK million DKK millionDeferred tax assetsDeferred tax liabilitiesIntangible assets 174 132 8.024 343Property, plant and equipment 325 185 2.558 1.591Current assets 81 66 59 52Provisions and retirement benefit obligations 454 522 40 83Fair value adjustments 104 12 283 41Tax losses etc. 3.360 689 1.359 309Total before set-off 4.498 1.606 12.323 2.419Set-off -3.272 -980 -3.272 -980Deferred tax assets and liabilities at 31 December 1.226 626 9.051 1.439Expected to be used as follows:Within 12 months of balance sheet date 731 139 1.335 123More than 12 months after balance sheet date 495 487 7.716 1.316Total 1.226 626 9.051 1.439Deferred tax assets and liabilities are offset in the consolidated balance sheet if the Group has a legally enforceable right to set offcurrent tax liabilities, and the deferred tax assets and liabilities relate to the same legal tax entity/consolidation.Of the total deferred tax assets recognised, DKK 2,931m (2007: DKK 257m) relates to tax loss carryforwards, the utilisation of whichdepends on future positive taxable income exceeding the realised deferred tax liabilities.Tax assets of DKK 1,404m (2007: DKK 805m) were not recognised. These relate primarily to tax losses which are not expected to beutilised in the foreseeable future. Tax losses that will not expire amount to DKK 707m (2007: DKK 210m)Additions due to acquisitions/disposals, net, mainly relate to deferred tax on the acquired net assets and contingent liabilities from theacquisition of certain assets from S&N.Value adjustment on step acquisition of subsidiaries relates to deferred tax on fair value revaluation of assets, liabilities and contingentliabilities held by the Carlsberg Group - and recognised by proportionate consolidation - prior to obtaining complete control over the BBHGroup as a result of the acquisition of part of the activities in S&N. The adjustment of deferred tax and the fair value revaluation ofassets, liabilities and contingent liabilities related to the ownership interest held prior to the acquisition have been recognised directly inequity in accordance with IFRS.Deferred tax on temporary differences relating to investments in subsidiaries, joint ventures and associates amounts to DKK 0m (2007:DKK 0m).Deferred tax of DKK 159m (2007: 79m) has been recognised in respect of earnings in the region Eastern Europe which are intended fordistribution in the short term, as tax of 5% is payable on distributions. For other subsidiaries where distributable reserves are planned tobe distributed, any distribution of earnings will not trigger a significant tax liability based on current tax legislation.F-51

Carlsberg Breweries GroupNotes28 ProvisionsRestructuring provisions totalling DKK 603m (2007: DKK 263m) relate primarily to restructurings in connection with theOperational Excellence programmes and restructurings at Carlsberg Danmark A/S, Carlsberg Sverige AB, Ringnes a.s.,Carlsberg Deutschland GmbH, Brasseries Kronenbourg S.A. and Carlsberg Italia S.p.A.These provisions have been calculated on the basis of detailed plans announced to the parties concerned, and relate mainly totermination benefits to employees made redundant.Other provisions totalling DKK 1,520m (2007: DKK 437m) relate primarily to profit sharing in France, provisions for losses inconnection with Carlsberg UK’s outsourcing of the servicing of draught beer equipment, warranty obligations, onerous contracts,employee obligations other than retirement benefits, and ongoing disputes, lawsuits etc.2008DKK millionRestructuring Other TotalProvisions at 1 January 2008 263 437 700Acquisition of entities 236 885 1.121Value adjustment on step acquisition of subsidiaries - 3 3Additional provisions recognised 345 504 849Disposal of entities - -11 -11Used during the year -227 -183 -410Reversal of unused provisions - -17 -17Transfers 5 -74 -69Discounting 4 11 15Foreign exchange adjustments etc. -23 -35 -58Provisions at 31 December 2008 603 1.520 2.123Provisions are recognised in the balance sheet as follows:Non-current provisions 387 1.070 1.457Current provisions 216 450 666Total 603 1.520 2.123Of total non-current provisions DKK 1,427m is falling due within 5 years from the balance sheet date.2007DKK millionRestructuring Other TotalProvisions at 1 January 2007 327 466 793Additional provisions recognised 210 76 286Used during the year -229 -67 -296Reversal of unused provisions -31 -47 -78Transfers - 2 2Foreign exchange adjustments etc. -14 7 -7Provisions at 31 December 2007 263 437 700Provisions are recognised in the balance sheet as follows:Non-current provisions 41 182 223Current provisions 222 255 477Total 263 437 700Of total non-current provisions DKK 187m is falling due within 5 years from the balance sheet date.F-52

Carlsberg Breweries GroupNotes29 Other liabilities etc.2008 2007DKK million DKK millionOther liabilities are recognised in the balance sheet as follows:Non-current liabilities 88 20Current liabilities 9.783 5.293Total 9.871 5.313Other liabilities by origin:Excise duties and VAT payable 1.953 1.889Staff costs payable 1.420 968Interest payable 607 252Fair value of hedging instruments 2.702 596Liabilities related to the acquisition of entities 215 90Amounts owed to associates 2 2Deferred income 1.147 107Other 1.825 1.409Total 9.871 5.313In 2008 deferred income was affected by new agreements entered into the region Northern & Western Europe where under theagreements prepayments have been received covering a number of years.F-53

Carlsberg Breweries GroupNotes30 Cash flows2008 2007DKK million DKK millionAdjustment for other non-cash items:Share of profit after tax, associates -72 -94Gains on disposal of property, plant and equipment and intangible assets, net -176 -105Amortisation of on-trade loans etc. 86 154Total -162 -45Change in working capital:Inventories -68 -639Receivables 910 -632Trade payables and other liabilities 992 1.372Retirement benefit obligations and other liabilities related to operating activities beforespecial items-94 -294Adjusted for unrealised foreign exchange gains/losses -31 -6Total 1.709 -199Change in on-trade loans:Loans provided -752 -665Repayments 462 522Total -290 -143Change in financial receivables:Loans and other receivables 404 -199Other -255 -Repayments 254 77Total 403 -122Shareholders in Carlsberg Breweries A/S:Increase of share capital24.000 -Dividends to shareholders -800 -445Acquisition of treasury shares - 24Total 23.200 -421Minority interests:Acquisition of minority interests -299 -69Minority interests’ share of capital increase in subsidiaries15 43Dividends to minority interests -238 -227Repurchase of investments from minority interests - -198Total -521 -451External financing:Proceeds from issue of bonds -5 -Debt institutions, long term 22.872 5.219Debt institutions, short term -2.701 -4.790Intercompany loans, short term 8.202 -Loans from associates -696 -102Finance lease liabilities -205 -19Other financing liabilities 112 -Total 27.579 308F-54

Carlsberg Breweries GroupNote31 Acquisition and disposal of entitiesAcquisition of entitiesDKK million 2008Name of acquired entitiesAcquiredownership interestAcquisitiondate Main activity CostActivities from S&N, including; 28 April 2008 52.374- Baltic Beverages Holding (BBH) AB 50,0%28 April 2008 Brewery -- Brasseries Kronenbourg 100,0%28 April 2008 Brewery -- Mythos Brewery 100,0%28 April 2008 Brewery -- Other 17.5 - 100,0%28 April 2008 Brewery -Baku-Castel Brewery; 100,0%25 August 2008 Brewery 455Total 52.829Activities from S&NBaku-Castel BreweryTotalDKK millionCarryingamount prior toacquisitionFairvalue atacquisitionCarryingamount prior toacquisitionFairvalue atacquisitionCarryingamount prior toacquisitionFairvalue atacquisitionIntangible assets 354 18.935 10 10 364 18.945Property, plant and equipment 7.212 10.624 90 90 7.302 10.714Investments, excl. deferred tax 1.217 2.304 - - 1.217 2.304Inventories 1.893 1.935 23 23 1.916 1.958Loans and receivables, current 4.431 3.540 35 35 4.466 3.575Cash and cash equivalents 1.340 1.446 32 32 1.372 1.478Assets classified as held for sale - 177 - - - 177Provisions, excl. deferred tax liabilities -910 -1.212 - - -910 -1.212Deferred tax assets and liabilities, net -213 -5.326 - 4 -213 -5.322Borrowings -6.217 -5.827 - - -6.217 -5.827Bank overdrafts -77 -92 - - -77 -92Trade payables and other payables -4.644 -4.686 -68 -68 -4.712 -4.754Liabilities associated with assets held for sale - -506 - - - -506Net assets 4.386 21.312 122 126 4.508 21.438Minority interests -639 -2.389 - - -639 -2.389Equity, Carlsberg's share 3.747 18.923 122 126 3.869 19.049Goodwill 33.451 329 33.780Cash consideration paid 52.374 455 52.829Cash and cash equivalents, acquired -1.446 -32 -1.478Bank overdrafts, acquired 92 - 92Cash outflow, net 51.020 423 51.443Elements of cash consideration paid:Cash 52.176 455 52.631Directly attributable acquisition costs 198 - 198Total 52.374 455 52.829Activities from S&N. The above stated figures for the acquisition of part of the activities in S&N comprise the acquired 50% of the carrying amount prior tothe acquisition and the fair value of the acquired share at the acquisition date for the entities in the BBH Group equivalent to the share that was acquired.The determination of the fair value of identifiable assets, liabilities and contingent liabilities acquired in the acquisition of part of theactivities in S&N is almost completed. For some of the estimated fair values, verification is still outstanding, and minor adjustments tothe recognised fair value might occur. Also, adjustments will be made to the purchase price as the cost figures are dependent on thefinal allocation of debt between the consortium parties according to the net debt statement mechanism provided for in the ConsortiumAgreement. Such final allocation has not yet been completed. Changes to the opening balance sheet and cost will be made inaccordance with IFRS.The acquisition of activities from S&N increases the Carlsberg Breweries Group's operations and long-term growth opportunities. Theacquisition is a result of Carlsberg's strategy of acquiring complete control over the most important operating activities. The acquisitioncomprises the remaining 50% of BBH, which operates in Russia, the Ukraine, the Baltic region, Kazakhstan, Uzbekistan and Belarus.Also, complete ownership is acquired of Brasseries Kronenbourg and other French activities and Mythos, Greece, and 17.5% ofChongqing, China, and a 50% interest in the joint venture Vinataba, Vietnam.F-55

Carlsberg GroupNote31 Acquisition and disposal of entitiesThe acquisition will generate the following significant advantages:• Complete control over BBH and the elimination of uncertainties as to long-term control over the asset and a considerableimprovement of the Carlsberg Breweries Group's long-term growth profile, including realisation of synergies.• Complete ownership of BBH and the opportunity for the Carlsberg Breweries Group to take full advantage of the potential of theCarlsberg and Tuborg brands on BBH's markets.• Significant exposure to growth markets.The acquisition of the French and Greek breweries supports the Carlsberg Breweries Group's existing portfolio of leading market• positions in Europe, which increases capacity and provides the opportunity for synergies through the implementation of the CarlsbergBreweries Group's Excellence programmes.• Increased sales volumes provide the Carlsberg Breweries Group with the opportunity for generating significant synergies due toreduced indirect production overheads, implementation of best practice in the brewing industry and cost savings on purchases.• The acquisition strengthens the Carlsberg Group's existing and growing presence in Asia through the acquisition of additionalactivities on the attractive Chinese and Vietnamese markets.Assets held for sale at the acquisition date mainly comprise logistic entities in France following changes in logistic anddistribution.The preliminary goodwill represents a significant amount due to considerable synergies that are expected to be generated in theacquired entities, the intellectual capital represented by the acquired staff and the positive growth expectations for BBH. The synergiescomprise cost savings from the purchase and Excellence programmes. Also, goodwill will reflect synergies in the form of increased salesthrough presence in a larger part of Europe and Asia, the opportunity to launch global and/or regional brands throughout neworganisation, synergies from research and development and improved utilisation of the workforce and its intellectual capital.Baku-Castel Brewery. Baku Castel Brewery is the largest brewery in Azerbaijan, providing a solid foundation for expanding theCarlsberg Group's activities in Eastern Europe. Baltika Brewery is exporting beer to Azerbaijan, which represents a positive growthpotential. Goodwill represents the value of workforce acquired and synergies in the expanded business. The balance sheet Baku-CastelBrewery is based on a preliminary estimate of the fair value of acquired assets and liabilities, which may be adjusted in 2009.The acquired activities contribute positively to operating profit before special items by approximately DKK 2,367m and to the profit forthe year by approximately DKK 1,550m. No calculation has been made of the estimated profit for the period January - December hadthe acquisition been completed at 1 January 2008, as this is not possible due to material differences in accounting policies in some ofthe acquired entities where the effect of the difference prior to the acquisition cannot be determined.F-56

Notes31 Acquisition and disposal of entitiesRecognition in the balance sheet at the acquisition date, including revaluation of existing ownership interest. When a business combination is achieved instages (step acquisition), each significant transaction is accounted for separately to determine the cost and fair value of identifiable assets, liabilities and contingentliabilities acquired, including any goodwill.When a transaction in a step acquisition results in control, previously acquired interests in identifiable assets, liabilities and contingent liabilities associated withexisting ownership interests are remeasured at fair value at the acquisition date. The remeasurement is accounted for as a revaluation and recognised in equity.In the acquisition of part of the activities in S&N, Carlsberg achieved control over BBH, and the acquisition of the remaining 50% of BBH is accounted for as a stepacquisition. The acquisition date is 28 April 2008.The part of the fair value adjustment of net assets which relates to the existing 50% of BBH held by Carlsberg is recognised in the Carlsberg Breweries Group's equityas a revaluation made in accordance with IFRS. In accordance with IFRS, fair value adjustment is made of all assets, liabilities and contingent liabilities at theacquisition date, and all fair value adjustments relating to the 50%, which had already been proportionately consolidated in the financial statements of the CarlsbergBreweries Group, are recognised in equity as a revaluation.The total effect on balance sheet totals (fair values) at the acquisition date of the acquisition of part of the activities in S&N on the carrying amount of the CarlsbergGroup's recognised assets, liabilities, contingent liabilities and equity can be specified as follows:DKK millionAcquiredRevaluationof original50% of BBHTotalacquisitioneffectAssets:Goodwill 33.451 - 33.451Other intangible assets 18.935 16.444 35.379Property, plant and equipment 10.624 3.062 13.686Investments, excl. deferred tax assets 2.304 10 2.314Current assets 6.921 28 6.949Asset held for sale 177 - 177Total assets 72.412 19.544 91.956Equity and liabilities:Equity 52.374 13.060 65.434Minority interests 2.389 1.750 4.139Total equity 54.763 14.810 69.573Provisions, excl. deferred tax liabilities 1.212 3 1.215Deferred tax, net 5.326 4.607 9.933Borrowings 5.827 -73 5.754Bank overdrafts 92 25 117Trade payables and other liabilities 4.686 172 4.858Liabilities associated with assets held for sale 506 - 506Total liabilities 17.649 4.734 22.383Total equity and liabilities 72.412 19.544 91.956The total acquired net assets in the acquisition of part of the activities in S&N amount to DKK 69,573m, of which DKK 54,763m relates to the fair value of assets,liabilities and contingent liabilities associated with the 50% ownership interest acquired in 2008, and DKK 14,810m relates to fair value adjustment of existing netassets associated with the existing 50% ownership interest in the BBH Group recognised in equity.F-57

Carlsberg Breweries GroupNotes31 Acquisition and disposal of entitiesAcquisition of entitiesName of acquired entities: Main activity Acquisition dateAcquiredownershipinterest2007DKK millionCostBrewery Olivaria Brewery 1 Jan. 2007 70,0% 127Ningxia Brewery Ltd. Brewery 1 Jan. 2007 70,0% 102Lao Soft Drink Co. Ltd Beverages 1 Dec. 2007 65,0% 45Total 274DKK millionOtherCarryingamount priorto acquisitionFair value atacquisitiondateTotalCarryingamount priorto acquisitionFair value atacquisitiondateIntangible assets 35 52 35 52Property, plant and equipment 157 167 157 167Financial assets, non-current 3 3 3 3Inventories 44 41 44 41Receivables 57 57 57 57Cash and cash equivalents 94 94 94 94Deferred tax liabilities, net 2 -6 2 -6Borrowings -64 -64 -64 -64Trade payables and other liabilities etc. -46 -75 -46 -75Net assets 282 269 282 269Minority interests -43 -82 -43 -82Equity, Carlsberg’s share 239 187 239 187Goodwill 87 87Cash consideration paid 274 274Transferred from other financial assets (prepayments)-1 -1273 273Cash and cash equivalents, acquired 94 94Cash outflow, net 179 179Elements of cash consideration paid:Cash 271 271Directly attributable acquisition costs 3 3Total 274 274The Carlsberg Breweries Group owns 30% of the share capital in Brewery Olivaria and as at the acquisition date has an option to purchase an additional21% of Brewery Olivaria's share capital. Other shareholders in Brewery Olivaria have put options on 40% of the share capital exercisable against BBHAB. The put options are exercisable from the purchase date. Accordingly, BBH AB is able to exercise control over Brewery Olivaria by way of 70% of theshare capital. The purchase price of the put options is determined based on the expected price at exercise and is included in the cost of the acquisition.Any change to the expected price at exercise is adjusted in goodwill.Strategically the acquisition of Brewery Olivaria is in line with other acquisitions made by BBH AB aimed at potential growth markets. Brewery Olivariahas a 10% market share in Belarus and Olivaria is one of the country's most recognised brands. Goodwill represents the acquired workforce andexpected synergies. Brewery Olivaria is included in the earnings of the Carlsberg Group from 1 January 2007. The share of revenue is DKK 70m, and theshare of operating profit before special items DKK 1m. The share of consolidated profit is a negative DKK 2m.The balance sheet for Lao Soft Drink Co. Ltd was based on a preliminary estimate of the fair value of acquired assets and liabilities end of 2007. Nomajor changes have been made to the opening balance sheet in 2008.The acquisition of Lao Soft Drink Co. Ltd was based on a preliminary estimate of the fair value of acquired assets and lianbilities end of 2007. No majorchanges have been made to the opening balance sheet in 2008.The acquisition of Lao Soft Drink Co. Ltd has strengthened Carlsberg's position on the beverage market in Laos. The company has a market share ofapproximately 90% in the soft drinks market. Goodwill represents the acquired workforce and expected synergies. If Lao Soft Drink Co. Ltd had beenincluded in the earnings of the Carlsberg Group from 1 January 2007, the share of revenue would have been DKK 60m, and operating profit beforespecial items DKK 8m. The share of consolidated profit would have been DKK 7m.The acquisition of Ningxia is in line with Carlsberg's strategy and strengthens the position in Western China. Goodwill represents the expected synergiesand expectations of increased growth in China. Ningxia is included in the earnings of the Carlsberg Group from 1 January 2007. The share of revenue isDKK 95m, and the share of operating profit before special items DKK 7m. The share of consolidated profit is DKK 4m.Acquisition of entities after the balance sheet dateNo entities have been acquired after the balance sheet date 31 December 2008.F-58

Carlsberg Breweries GroupNotes31 Acquisition and disposal of entitiesDisposal of entitiesDisposals relates to Türk Tuborg in 2008.2008 2007DKK million DKK millionIntangible assets 3 -Property, plant and equipment 286 -Financial assets, non-current 2 -Inventories 101 -Receivables 258 -Cash and cash equivalents 253 -Provisions -11 -Deferred tax liabilities, net -8 -Borrowings -254 -Trade payables and other liabilities etc. -264 -Net assets 366 -Minority interests 6 -Equity, Carlsberg’s share 372 -Recycling of cumulative exchange differences -55Directly attributable cost 167Gains/losses - recognised under special items -232 -Cash consideration received 252 -Cash and cash equivalents, disposed of -253 -Cash inflow, net -1 -2008 2007Acquisitions and disposals of entities, net DKK million DKK millionAcquisitions, cash outflow -51.443 -179Disposals, cash inflow -1 -Net -51.444 -179F-59

Carlsberg Breweries GroupNotes32 Specification of invested capital2008 2007DKK million DKK millionInvested capital is calculated as follows:Total assets 130.335 49.830Less:Deferred tax assets -1.226 -626Loans to associates -5 -4Interest income receivable, fair value of hedging instruments and financial receivables -1.470 -135Loan to group entreprises- -1.658Securities (current and non-current) -101 -134Cash and cash equivalents -2.729 -2.026Assets held for sale -152 -34Total assets included 124.652 45.213Trade payables -8.045 -5.904Deposits on returnable packaging -1.455 -1.207Provisions, excluding restructuring -1.520 -437Corporation tax -283 -184Deferred income -1.147 -107Finance lease liabilities, included in borrowings -47 -66Other liabilities, excluding deferred income, interest payable and fair value of hedging instruments-5.415 -4.354Total liabilities offset -17.912 -12.259Total invested capital 106.740 32.954The acquisition of part of the activities in S&N affected both total invested capital and the distribution between individual balance sheetitems and thus the calculation and composition of the invested capital.F-60

Carlsberg Breweries GroupNotes33 Specification of net interest-bearing debt2008 2007DKK million DKK millionNet interest-bearing debt is calculated as follows:Non-current borrowings 40.841 16.162Current borrowings 9.165 3.711Gross interest-bearing debt 50.006 19.873Cash and cash equivalents -2.729 -2.026Loans to associates -5 -4Loans to group enterprises - -1.658On-trade loans -2.278 -1.626Non-interest-bearing portion 1.403 820Other receivables -1.964 -1.350Non-interest-bearing portion 1.338 908Net interest-bearing debt 45.771 14.937Changes in net interest-bearing debt:Net interest-bearing debt at 1 January 14.937 14.800Cash flow from operating activities -8.037 -5.102Cash flow from investing activities, excl acquisition of entities, net 5.983 4.955Cash flow from acquisition of entities, net 51.444 672Dividends to shareholders and minority interests 1.038 69Acquisition of minority interests 299 -Acquisition/disposal of treasury shares - -Acquired net interest-bearing debt from acquisition/disposal of entities 4.015 54Change in interest-bearing lending 140 -245Proceeds from capital increase, net -24.000 -Effect of currency translation -197 -325Other 149 59Total change 30.834 137Net interest-bearing debt at 31 December 45.771 14.937F-61

Carlsberg Breweries GroupNotes34 Investments in proportionally consolidated entitiesThe amounts shown below represent the Group’s share of the assets and liabilities, revenue and profit of proportionallyconsolidated entities, as shown in the overview of Group companies. These amounts are recognised in the consolidated balancesheet, including goodwill, and in the income statement.2008 2007DKK million DKK millionRevenue 5.538 12.615Total costs -4.484 -9.909Operating profit before special items 1.054 2.706Consolidated profit 678 1.698Non-current assets 2.505 10.410Current assets 980 3.243Non-current liabilities -813 -3.906Current liabilities -1.055 -4.083Net assets 1.617 5.664Free cash flow -563 13Net cash flow -469 -699Cash and cash equivalents, year-end 6 368Contingent liabilities in joint ventures 152 95Capital commitments in joint ventures 49 405The decrease in key figures is attributable to the BBH Group, which was previously recognised as a proportionately consolidatedentity, being recognised as a subsidiary as at 28 April 2008. Accordingly, the 2008 figures only include 4 months' activity from theBBH Group proportionately consolidated in the income statement and cash flows, while proportionately consolidated figures forthe BBH Group are not included in the balance sheet at 31 December 2008.F-62

Carlsberg Breweries GroupNotes35 Financial risksAs a result of the Carlsberg Breweries Group’s activities, the Group’s profit, debt and equity are exposed to a variety of financial risks, primarily relating tochanges in exchange rates and interest rates. The Group’s financial risks are managed centrally by Group Treasury in accordance with written principlesapproved by the Board of Directors, primarily through currency and interest rate instruments and, to a lesser extent, raw material contracts.Foreign exchange risk. As an international business the Carlsberg Breweries Group is exposed to foreign exchange risks from currency translation, asthe predominant part of revenue originates from foreign entities and is translated into DKK. The Group is exposed mainly to the following currencies: RUB,EUR, GBP, CHF, NOK, SEK, PLN and UAH. There is also some exposure to a number of Asian currencies, which in total represent 5-10% of the Group'soperating profit. Further a currency risk exists relating to cash flows from operationsThe Carlsberg Brewereis Group has a foreign exchange risk on balance sheet items, partly in terms of translation of debt denominated in a currency otherthan the functional currency for the relevant Group entity, and partly in terms of translation of net investments in entities with a functional currency otherthan DKK. The former risk affects operating profit. However, where debt is classified as hedging of net investments in foreign subsidiaries, fair valueadjustments are recognised directly in equity.Impact of exchange rates on operating profit. As the Carlsberg Breweries Group has extensive operations outside Denmark, developments inexchange rates between DKK and the functional currencies of subsidiaries have an increasing impact on the Carlsberg Breweries Group’s operating profitmeasured in DKK. In a number of countries (particularly in Russia and Asia) where the Carlsberg Group has activities, the currency correlates partly withdevelopments in the USD. In 2008, the average USD rate (5.09) was 6.5% lower than in 2007 (5.45). Operating profit has been weakened as a result of afall in the average RUB/DKK rate (a negative 4% compared with 2007), the GBP/DKK rate (a negative 13.9%), the NOK/DKK rate (a negative 2.2%) andthe SEK/DKK rate (a negative 3.6%). The average CHF/DKK rate had a positive impact (3.7% higher than 2007).The Carlsberg Breweries Group has chosen not to hedge revenue or earnings in foreign currencies, but does in certain cases hedge dividends to bereceived in foreign currencies.The Carlsberg Breweries Group is exposed to transaction risks to a lesser degree. It is therefore Group policy to hedge future contractual cash flows inforeign currency for a one-year period. Hedging is made when budgets for the following year have been prepared. However, transactions betweencountries are limited in the Carlsberg Breweries Group and therefore the hedging of projected cash flows in foreign currency is also limited. An exceptionto this policy is the purchase of certain raw materials, which is described in greater detail in the section on raw material risk.The BBH Group. Following the acquisition of the 50% of BBH that Carlsberg did not already own, the impact from entities in Eastern Europe andespecially Baltika Brewery on Carlsberg's operating profit has increased. For various reasons the currency risk in the entities in the BBH Group ismanaged differently than in Carlsberg's operations in main parts of the rest of the Group.With regard to transaction risks, since 2006 it has been policy for Baltika Brewery to reduce the financial risk measured in RUB by balancing expenses inforeign currency. This means that roughly 55% of the total foreign cost base has been denominated in USD and 45% in EUR, thus neutralising the effectfrom changes in USD vis a vis EUR, which has proven an effective hedge as long as the Russian central bank has maintained a fixed currency againstthe basket (consisting of 55% USD and 45% EUR). In the last part of 2008, the Russian central bank on several occasions made a devaluation againstthe basket. This affected and will continue to affect the operating profit measured in RUB. Basket hedging has been chosen as the preferred method tooutright hedging due to both regulatory and cost issues.With regard to foreign exchange risks, Carlsberg will be exposed to both the impact on RUB from changes in the USD (via the basket mechanism) andthe impact from central bank devaluation against the basket.CHFCHF5%5%Distribution of of revenue 2008 2008Andre12%OtherUAH12%4%UAH4%PLN4% PLNNOK 4%4% NOK4%SEK4% SEK4%GBP GBP8% 8%DKK DKK11% 11%EUR28%RUB28%EUR RUB20%PLNUAH6%3%NOK7%PLN SEK8% 7%Andre21%UAH2%CHF8%Distribution of revenue 2007Other14%RUB35%GBP16%EUR22%EUR33%DKK18%Impact of exchange rates on net finance costs. The main principle for funding currency in subsidiaries is that loans and borrowings should be in localcurrency or hedged to local currency to avoid exchange rate risk. However, in some Group entities debt is denominated in a currency other than theGroup entity's functional currency without the foreign exchange risk being hedged. This applies primarily to Group entities in Eastern Europe, and is basedon an assessment of the alternative cost of financing the entity in the local currency. For the countries concerned, the interest rate level in the localcurrency, and thus the additional cost of financing in local currency, will be high enough to justify a foreign exchange risk - in some countries financing inlocal currency is not available at all.In 2008, the Group incurred net losses on foreign exchange and made fair value adjustments of financial instruments of DKK 802m (2007: losses of DKK10m). The main source for the losses in 2008 was USD and EUR denominated debt in a number of Group companies in Eastern Europe, in particularBaltika Brewery in Russia and Slavutich in Ukraine. Both RUB and UAH (the currency in Ukraine) came under pressure in the fourth quarter of 2008.Impact of exchange rates on balance sheet and equity. The Carlsberg Breweries Group holds a number of investments in foreign subsidiaries wherethe translation of equity to DKK is exposed to foreign exchange risks. The Group hedges part of this foreign exchange exposure by taking up borrowingsdenominated in the relevant currencies or by entering into forward exchange contracts. This applies to net investments in NOK, CHF, SEK, EUR, RUB,PLN, LVL and MYR. The basis for hedging is reviewed annually, and the two parameters, risk reduction and cost, are balanced.The gross and net exposure to foreign currency on net investments is presented in the table below.F-63

Carlsberg Breweries GroupNotes35 Financial risksChanging exchange rates will also affect the level of debt, as funding is obtained in the currencies presented in the table in the section on interest rate risk.In 2008, the net interest-bearing debt was reduced by DKK 228m due to exchange rates. The primary impact derives from net debt in GBP, USD andCHF.Distribution of equity, including loans granted as an addition to net investment in foreign currencies (Carlsberg's share):SEK13%SEK13%Equity 2008Other14%Other15%EUR41%EUR14%NOK0% 3% 3%SEK 0%3%MYRMYR3%3%GBP5%Equity2007Other Other12% 13%EUR41% 42%UAH2% CNYPLN2%3%UAH2%CNY2% PLN3%CHF4%CHF4%RUB47%RUB47%PLN6%CHF8%8%RUB18%18%The Carlsberg Breweries Group’s net investment in foreign currencies (including loans granted to subsidiaries as an addition to the net investment) isgreatly influenced by the acquisition of the remaining 50% of BBH. RUB exposure has - in both absolute and relative terms - more than doubled due to thePPA (Purchase Price Allocation) process. In this process the assets in Russia are adjusted to their fair value, both with regard to the existing and theacquired ownership interest.DKK million 2008Carlsberg'sshare of netinvestmentin foreignsubsidiaryMinorities'shareForeignexchangeadjustmentfor the yearrecognisedin equityHedging ofnetinvestmentFair valueadjustmentof hedginginstrumentsfor the yearrecognisedin equityNet risk withrespect toforeigncurrencyNet impactrecognisedin equityNet impactonminorities'shareNet impactonCarlsberg'sshareRUB 26.583 3.381 -6.157 -1.374 422 28.590 -5.835 -495 -5.340EUR 8.031 167 20 -6.691 -37 1.507 -20 - -20SEK 7.455 - -1.336 -6.315 1.134 1.140 -202 - -202CHF 2.402 - 241 -1.917 -188 485 53 - 53PLN 1.560 - -247 -1.330 183 230 -64 - -64CNY 1.322 45 130 - - 1.367 130 - 130UAH 1.266 80 -738 - - 1.346 -738 -32 -706GBP 1.050 - -323 - - 1.050 -323 - -323VND 906 56 -8 - - 962 -8 - -8MYR 837 351 -9 -684 2 504 -7 -2 -5LTL 632 206 -2 - - 838 -2 - -2Other 4.624 944 -208 -622 134 4.949 29 -3 33Total 56.668 5.230 -8.637 -18.933 1.650 42.968 -6.987 -532 -6.454DKK million 2007Fair valueCarlsberg'sshare of netinvestmentin foreignsubsidiaryMinorities'shareForeignexchangeadjustmentfor the yearrecognisedin equityHedging ofnetinvestmentadjustmentof hedginginstrumentsfor the yearrecognisedin equityNet risk withrespect toforeigncurrencyNet impactrecognisedin equityNet impactonminorities'shareNet impactonCarlsberg'sshareEUR 10.719 - 5 -6.696 -1 4.023 4 - 4RUB 4.735 587 -209 -800 20 4.522 -189 - -189CHF 2.097 - -65 -1.729 57 368 -8 - -8PLN 1.687 - 101 -1.452 -88 235 13 - 13GBP 1.408 - -161 - 57 1.408 -104 - -104MYR 844 353 -54 -688 64 509 10 -15 25SEK 766 - -55 -709 49 57 -6 - -6NOK 667 - 22 -655 -23 12 -1 - -1UAH 569 - -44 - - 569 -44 - -44CSD 474 60 -4 - - 534 -4 - -4LAK 494 - -23 - - 494 -23 - -23Other 1.666 296 -203 - - 1.962 -203 -55 -148Total 26.126 1.296 -690 -12.729 135 14.693 -555 -70 -485F-64

Carlsberg Breweries GroupNotes35 Financial risksThe most significant net risk relates to foreign exchange adjustment of equity in RUB, which has only to some extent been hedged.Foreign exchange adjustment of the net investment in 2008 in "Other" relates to various Eastern European and Asian currencies, and NOK.Interest rate risk. The most significant interest rate risk in the Carlsberg Breweries Group relates to interest-bearing debt. The management objective isfor duration measured in years to be between 1 and 5 years.The Company’s loan portfolio consists of listed bonds, bilateral loan agreements and syndicated credit facilities. At 31 December 2008 gross debt (noncurrentand current borrowings) amounted to DKK 50,006m (2007: DKK 19,873m). After deducting cash and cash equivalents, net debt is DKK 47,277m(2007: DKK 17,847m), an increase of DKK 29,430m.Interest rate risks are mainly managed using interest rate swaps and to a smaller degree fixed-rate bonds.A breakdown of the Carlsberg Breweries Group’s gross debt, including the financial instruments used to manage foreign exchange and interest rate risks,is provided in note 25.At year-end 54% of the net loan portfolio consisted of fixed-rate loans with rates fixed for more than one year (2007: 59%). It is estimated that an interestrate rise of 1 percentage point would lead to an increase in annual interest expenses of DKK 213m (2007: DKK 72m).At the end of 2008, the duration of the loan portfolio was 1.7 years (2007: 1.8 years) and in value terms amounted to DKK 807m (2007: DKK 314m).Accordingly, the effect of a 1 percentage point increase in interest rates would lead to a financial gain of DKK 807m. However, since only interest rateswaps and not fixed interest borrowing are marked-to-market, only the duration contained in financial instruments will affect equity. It is estimated that DKK597m (2007: DKK 80m) of the duration is contained in interest rate derivatives that are designated as cash flow hedges, meaning that the impact fromchanges in interest rates will be recognised directly in equity. The remaining duration is borrowing with fixed interest - primarily the three issued bondsdescribed in note 25. If the market interest rates had been 1percentage point higher (lower) at 31 December 2008, shareholders’ equity would have beenDKK 597m (31 December 2007: DKK 80m) higher (lower).The recognised impact from interest rate derivatives is disclosed in note 36. The sensitivity analysis is based on the financial instruments recognised at 31December 2008 (31 December 2007). All hedging relationships relating to interest-bearing instruments are 100% effective. The reasonable change isbased on the current market conditions and expectations to interest rate changes.Carlsberg's exposure to an increase in short-term interest rates is primarily in EUR and DKK, and secondarily in CHF and USD. The exposure to mediumandlong-term interest rates is primarily in EUR. The table below shows the breakdown of currencies and interest rate fixing for the net debt.Net debt before swapsNext repricingDKK million 2009 2010 2011 2012 2013 2014-CHF 1.861 1.861 - - - - -DKK 7.972 7.595 - - - - 377EUR 33.715 12.079 11.184 2 1 7.452 2.997GBP 3.068 -358 - 1.895 - 1.531 -NOK -11 -11 - - - - -PLN 134 125 2 2 2 2 1RUB -173 -173 - - - - -SEK -62 -62 - - - - -USD 1.561 1.156 307 98 - - -Other -788 -864 19 24 19 14 -I alt 47.277 21.348 11.512 2.021 22 8.999 3.375Credit risk. Credit risk is the risk of a counterparty failing to meet its contractual obligations and so inflicting a loss on the Carlsberg Group. Group policyis that financial transactions may be entered into only with financial institutions with a high credit rating.The Carlsberg Breweries Group grants loans to the on-trade in certain countries. The individual Group entities monitor and control these loans as well asordinary trade credit in accordance with central guidelines. It is estimated that the provisions made, cf. note 20, are sufficient to cover expected losses.Developments of importance to the on-trade may increase the credit risk for groups of customers in a country/market. Such developments includechanges in local legislation, which may have an adverse effect on the earnings in the industry in general, and are taken into consideration when writedownsfor bad debt losses are made. The credit risk is therefore assessed to be reflected in the carrying amount.Cash and cash equivalents are not associated with any significant credit risks.Liquidity risk. Liquidity risk is the risk of the Carlsberg Breweries Group failing to meet its contractual obligations due to insufficient liquidity. Carlsberg’spolicy is for funding and liquidity to be managed centrally. It is therefore Group Treasury’s task to ensure effective liquidity management, which primarilyinvolves obtaining sufficient committed credit facilities to ensure adequate financial resources. At 31 December 2008, Carlsberg had unutilised long-termcommitted credit facilities of DKK 8,670m (2007: DKK 5,025m).For day-to-day liquidity management cash pools are used, covering most of Northern & Western Europe, or intra-group loans between Group Treasuryand subsidiaries. As a result of withholding tax and local legislation, the majority-owned entities in Eastern Europe have their own credit facilities andborrowings from banks, as is also the case for the joint venture in Portugal (Unicer-Bebidas).F-65

Carlsberg Breweries GroupNotes35 Financial risksCarlsberg applies the below formula in the monitoring of credit resources available:2008Total committed loans and credit facilities 55.914Total current and non-current borrowings -50.006Unused committed non-current credit facilities 5.908Cash and cash equivalents 2.729Credit resources available 8.637Included in the total current and non-current borrowings, and in the total committed loans and credit facilities is a loan of DKK 6,553 million from theparent, Carlsberg A/SCapital structure and management. Management's strategy and overall goal is to ensure a continued development and strengthening of the Group'scapital structure which supports long-term profitable growth and a solid increase in key earnings and balance sheet ratios. In 2006 the Carlsberg Groupwas awarded investment-grade ratings by Moody's Investor Service and Fitch Ratings. This rating was confirmed following the acquisition of part of theactivities in S&N.Management regularly assesses whether the Group's capital structure is in the interests of the Group and its shareholders. At 31 December 2008 theCarlsberg Breweries Group had net interest-bearing debt totalling DKK 45,769m (2007: DKK 14,937m). The credit resources available and the access tounused committed credit facilities are considered reasonable in the light of the Group's current needs in terms of financial flexibility.Committed credit facilities and non-current credit facilities at 31 December:DKK million 20081 - 2 years 16.7702 - 3 years 3.5263 - 4 years 24.9024 - 5 years 1.662> 5 years 2.501Total 49.361Current borrowings 9.165Non-current borrowings 40.841Total 50.006No changes have been made to the Group's guidelines for control of capital structure and management in 2008. The increased net interest-bearing debtfollowing the acquisition of part of the activities in S&N resulted in changes to daily procedures, including the management of the acquired entities.Raw material risk. Raw material risks are associated in particular with purchasing of cans (aluminium), malt (barley) and energy. Management of bothraw material risks and foreign exchange risks is coordinated centrally. The aim of the risk management process with respect to raw materials is to ensurestable and predictable raw material prices in the long term, and to avoid capital and liquidity being tied up unnecessarily.As the underlying markets for the specified categories of raw materials vary, so does the way in which they are hedged against price increases. The mostcommon form of hedging is fixed price agreements in local currencies with suppliers.To hedge the implicit risk of rising aluminium prices associated with the purchase of cans, Carlsberg's purchase price under the majority of purchaseagreements is variable and based on the global market price (London Metal Exchange, LME) of aluminium. Carlsberg is thus able to hedge the underlyingaluminium price risk. For 2009 the majority of the aluminium price risk has been hedged for Western and Eastern Europe, whereas the risk has beenpartially hedged for the period up to 2012. The total volume aluminium purchased via financial instruments was approximately 80,000 tonnes at the end of2008 (2007: 89,000 tonnes). Based on this volume, and assuming 100% efficiency, a 10% increase (decrease) in aluminium prices would impact equitypositively (negatively) by DKK 75m (2007: DKK 125m). Fair values are specified in note 36.For a number of entities, purchases of raw materials such as malt and hops are made in a currency other than the functional currency. It is Group policy tosecure the delivery for the coming budget year, and the exposure for 2009 was thus hedged in autumn 2008.For Eastern Europe hedging of the foreign exchange risk has not been made for 2009, as forward prices for the currencies contained an implicitexpectation of devaluation - and thereby the cost of hedging - which was higher than Carlsberg's estimate of the likely development.F-66

Carlsberg Breweries GroupNotes36 Financial instrumentsThe fair value of financial instruments is calculated on the basis of observable market data using generally accepted methods. Both external valuation reportsand internally calculated fair values based on discounting of cash flows are used. Where internally calculated fair values are applied, these are tested againstexternal market valuations on a quarterly basis. Carlsberg uses three forms of financial hedging:Fair value hedges and financial derivatives not designated as hedging instruments (economic hedges)Changes in the fair value of financial instruments used as fair value hedges and derivatives not designated as hedging instruments are recognised in theincome statement. These are mainly non-designated instruments to hedge financial risks relating to borrowings. Financial risks primarily comprise theexchange rate risk on borrowings, and secondarily the interest rate risk. The fair value at the balance date of these instruments was DKK -1,029m (2007: DKK-463m). The change is primarily due to the GBP 250m cross currency swap, which is a hedge of the GBP 250m bond issue. GBP depreciated 25% year-onyearand thus increased the negative fair value of the swap.20082007DKK millionFair valueadjustmentrecognisedin incomestatement Fair valueFair valueadjustmentrecognisedin incomestatement Fair valueInterest rate instruments 28 2 7 31Exchange rate instruments533 -1.026 -73 -494Ineffective portion of hedge-5 -5 - -Total 556 -1.029 -66 -463Cash flow hedgeCash flow hedges are primarily used on interest rate swaps where the hedged item is the underlying (floating rate) borrowing, and on currency derivativeswhere the hedged item is the underlying acquisitions. Cash flow hedges are also used on aluminium hedges (where the hedged item is aluminium cans usedin a number of Group entities in Northern & Western Europe and Eastern Europe).During 2008 Carlsberg hedged the acquisition of part of the activities in S&N in GBP using both forward exchange contracts and options, and used forwardexchange contracts in hedging the purchase of shares in Habeco in Vietnam. The former resulted in losses as GBP depreciated from inception and untilclosing. The loss on the effective part of hedges is recognised in equity and will remain in the cash flow hedge reserve as long as the acquired entities arerecognised. Interest rate swaps have been applied to parts of the increase in net debt resulting from the S&N acquisition to maintain a balance between fixedand floating interest rates. Together with the pre-acquisition interest rate swaps, the details are presented in the table below. The sharp decline in interestrates in Q4 of 2008 has led to losses on the interest rate instruments - these losses will be recognised in earnings in 2009-2015. The losses on otherinstruments are aluminium hedges to cover (parts of) the risk on can prices. Aluminium prices fell in the second half of 2008.Main financial instruments - overviewInstrument Maturity PurposeCHF 300m interest rate swap 2009 Swap of borrowing with 1 month CHF Libor to fixedEUR 500m interest rate swap 2010 Swap of borrowing with 1 month EURIBOR to fixedEUR 1,000m interest rate swap 1 2010 Swap of borrowing with 1 month EURIBOR to fixedEUR 1,000m interest rate swap 1 2013 Swap of borrowing with 1 month EURIBOR to fixedEUR 400m interest rate swap 1 2015 Swap of borrowing with 1 month EURIBOR to fixedGBP 250m currency swap 2011 Swap of fixed GBP interest to fixed DKK interestAluminium 2009-2012 Fixing of aluminium risk related to purchase of cans1) These EUR interest rate swaps were entered into during 2008 following the acquisition of part of the activities in S&N and the subsequent increase in debtCash flow hedge20082007DKK millionFair valueadjustmentrecognisedin equity Fair valueExpectedrecognitionFair valueadjustmentrecognisedin equity Fair valueExpectedrecognitionInterest rate instruments -972 -1.076 2009-2015 108 -11 2008-2011Exchange rate instruments-832 - - 2 - -Other instruments -181 -266 2009-2012 -27 -22 2008-2012Total -1.985 -1.342 83 -33F-67

Carlsberg Breweries GroupNotes36 Financial instrumentsHedging of net investmentsHedging of net investments in foreign subsidiariesA change in the fair value of financial instruments (both derivatives and debt instruments) used to hedge the foreign exchange risk associated withinvestments in foreign currency is recognised in equity.Where the fair value adjustments do not exceed the value adjustments of the investment, the adjustments of the financial instruments are recognised directlyin equity; otherwise the fair value adjustments are recognised in the income statement. The accumulated gains/losses will remain in equity reserves as longas the hedged entities are recognised.In addition, loans have been granted to subsidiaries which are classified as additions to net investments. Foreign exchange adjustments of these loans arerecognised directly in equity in the same line as the gains/losses on the hedges of net investments.DKK millionFair valueadjustmentrecognisedin equity2008 2007Fair valueFair valueadjustmentrecognisedin equityFair valueExchange rateinstruments 459 799 115 18Total 459 799 115 182008 2007DKK millionDKK millionHedging ofinvestment,amount incurrencyAddition tonetinvestment,amount incurrencyTotaladjustmentto equityIncomestatementHedging ofinvestment,amount incurrencyAddition tonetinvestment,amount incurrencyTotaladjustmentto equityIncomestatementSEK -9.282 5.424 542 - -1.583 5.247 -66 -NOK -700 3.200 -450 - -700 3.182 72 -CHF -385 - -188 - -385 - 57 -GBP - - - - - - 57 -MYR -450 - 2 - -450 - 64 -EUR -898 5.119 -70 - -898 635 -1 -RUB -7.644 - 422 - -3.858 - 20 -PLN -740 - 183 - -700 - -88 -EEK - 1.538 - - - - - -LVL -9 - 18 - - - - -Total 459 - 115 -Liquidity riskFinancial liabilities2008DKK millionMaturity< 1 yearMaturity> 1 year< 5 yearsMaturity> 5 years TotalDerivative financial instruments 635 1.827 240 2.702Financial debt 9.165 38.700 2.141 50.006Trade payables and other liabilities 10.359 - - 10.359Financial liabilities associated with assets held for sale 367 - - 367Total 20.526 40.527 2.381 63.434Other liabilities include accrued interest, liabilities related to the acquisition of entities and deposits on returnable packaging.All items are stated at their carrying amount. The fair value of the derivative financial instruments is the discounted value. If the fair value of derivative financialinstruments were recalculated to the undiscounted value, the fair value would be approximately DKK 150-200m higher (2007: DKK 25-50m higher). Thematurity analysis is based on the contractual maturity of the notional amount of the three non-derivative financial instrument categories. Derivative financialinstruments are presented gross. The notional amount of the financial debt is DKK 196m higher (2007: DKK 33m) than the carrying amount. The differencebetween the notional amount and the carrying amount is cost that has been capitalised and is amortised over the duration of the borrowings.2007DKK millionMaturity< 1 yearMaturity> 1 year< 5 yearsMaturity> 5 years TotalDerivative financial instruments 105 491 - 596Financial debt 3.711 9.476 6.686 19.873Trade payables and other liabilities 7.193 - - 7.193Total 11.009 9.967 6.686 27.662F-68

Carlsberg Breweries GroupNotes37 Related party disclosuresRelated parties exercising control. Carlsberg A/S, Ny Carlsberg Vej 100, DK-1760 København V, Denmark, holds all theshares in Carlsberg Breweries A/S. During the year, the Group had balances with the parent company. The balances weresubject to arm's legth terms and prices. Apart from payments of dividends, no transactions were carried out with Carlsberg A/Sduring the year.Related parties exercising significant influence. The Carlsberg Breweries Group was not involved in any transactions duringthe year with major shareholders, members of the Board of Directors, members of the Executive Board, other executiveemployees, or companies outside the Carlsberg Breweries Group in which these parties have interests.Emoluments to the Board of Directors and remuneration of the Executive Board are disclosed in note 13.AssociatesThe income statement and balance sheet include the following transactions with associates:2008 2007DKK million DKK millionRevenue 462 213Cost of sales 386 261Loans 7 7Borrowings 27 7Receivables from the sale of goods and services 78 28Trade payables 114 15No losses on loans to or receivables from associates were recognised or provided for in either 2008 or 2007.Proportionally consolidated entitiesThe income statement and balance sheet include the following transactions with proportionally consolidated entities:2008 2007DKK million DKK millionRevenue 34 40Costs 4 5Interest income 1 1Interest expenses 13 1Loans - -Receivables 18 19Trade payables and other liabilities etc. - 3Borrowings - 373The decrease in key figures is attributable to the BBH Group, which was previously recognised as a proportionately consolidatedentity, being recognised as a subsidiary as at 28 April 2008. Accordingly, the 2008 figures only include 4 months' activity from theBBH Group proportionately consolidated in the income statement and cash flows, while proportionately consolidated figures forthe BBH Group are not included in the balance sheet at 31 December 2008.F-69

Carlsberg Breweries GroupNotes38 Contingent liabilities and other commitmentsThe Carlsberg Breweries Group has issued guarantees for loans etc. raised by joint ventures (non-consolidated share of loan) ofDKK 125m (2007: DKK 60m) and for loans etc. raised by third parties (non-consolidated entities) of DKK 886m (2007: DKK245m).Carlsberg Breweries A/S is jointly registered for Danish VAT and excise duties with Carlsberg A/S, Carlsberg Danmark A/S andvarious other minor Danish subsidiaries, and is jointly and severally liable for payment of VAT and excise duties.Carlsberg Breweries A/S and the other companies covered by the Danish joint taxation scheme are jointly and severally liable forpayment of corporation tax for 2004 and previous tax years.The Carlsberg Breweries Group is party to certain lawsuits, disputes etc. of various sizes. In management's opinion, apart from asrecognised in the balance sheet or disclosed in the Financial Statements, the outcome of these lawsuits, disputes etc. will nothave a material negative effect on the Company's financial position.Certain guarantees etc. are issued in connection with disposal of entities and activities etc. Apart from as recognised in thebalance sheet or disclosed in the Financial Statements, these guarantees etc. will not have a material effect on the Group'sfinancial position.Contractual commitments. The Carlsberg Breweries Group has entered into service contracts in respect of sales, logistics andIT. Costs related to the contracts are recognised as the services are received.Capital commitments2008 2007DKK million DKK millionCapital commitments which at the balance sheet date are agreed to be made at a laterdate and therefore not recognised in the consolidated financial statements:Intangible assets 7 -Property, plant and equipment and construction contracts490 865Total 497 865F-70

Carlsberg Breweries GroupNotes39 Operating lease liabilities2008DKK millionLand andbuildingsPlant andmachineryFixtures andfittings, otherplant andequipmentNon-currentassets underconstructionTotalFuture lease payments:Within one year 149 41 584 - 774Between one and five years 272 49 1.249 2 1.572After more than five years 265 - 40 - 305Total 686 90 1.873 2 2.6512007DKK millionLand andbuildingsPlant andmachineryFixtures andfittings, otherplant andequipmentNon-currentassets underconstructionTotalFuture lease payments:Within one year 108 78 298 - 484Between one and five years 246 22 444 - 712After more than five years 286 - 45 - 331Total 640 100 787 - 1.5272008 2007DKK million DKK millionOperating lease recognised in the income statementExpected future income under non-cancellable subleases (matures within 10 years)677 504123 138The Carlsberg Group has entered into operating leases which relate primarily to properties, IT equipment and transport equipment(cars, trucks and forklifts). These leases contain no special purchase rights etc.40 Events after the balance sheet dateApart from the events recognised or disclosed in the Financial Statements, no events have occurred after the balance sheet dateof importance to the Financial Statements.F-71

Carlsberg Breweries GroupNote 41 Accounting policiesThe 2008 Consolidated Financial Statements of the Carlsberg Breweries Group has been prepared in accordance withInternational Financial Reporting Standards (IFRS) as adopted by the EU.In addition, the Consolidated Financial Statements has been prepared in compliance with the International Financial ReportingStandards (IFRS) issued by the IASB.The Consolidated Financial Statements has been presented in Danish kroner (DKK), which is the Parent Company’s functionalcurrency.The Consolidated Financial Statements has been prepared on the historical cost basis except for the following assets andliabilities which are measured at fair value: derivative financial instruments, financial instruments in the trading portfolio andfinancial instruments classified as available for sale.Non-current assets and disposal groups classified as held for sale are measured at the lower of the carrying amount before thechanged classification and fair value less costs to sell.The accounting policies set out below have been used consistently in respect of the financial year and the comparative figures.For 2008 the segment reporting of the Group's results has been changed. The new segmentation reflects the structure used forthe Group's management and evaluation of strategic and financial objectives. Comparative figures have been restated.New International Financial Reporting Standards and InterpretationsIn October 2008 the IASB issued “Amendments to IAS 39 and IFRS 7: Reclassification of Financial Assets” with effect from 1July 2008. The Standard was subsequently adopted by the EU. The changes, which were made in response to the internationalfinancial crisis and allow reclassification of certain financial instruments, did not affect recognition and measurement in theGroup's Consolidated Financial Statements.IFRIC 14 "IAS 19 – The Limit on a Defined Benefit Asset" regarding retirement benefit plans limited by the asset ceiling andintroducing minimum funding requirements is effective for financial years beginning on or after 1 January 2008. Theinterpretation was adopted by the EU in December 2008. In accordance with EU regulations, the Interpretation is implementedThe IASB has issued the following new and amended Standards and Interpretations, which have been adopted by the EU butare not yet mandatory for the preparation of the Carlsberg Breweries Group’s Consolidated Financial Statements:• IFRS 8 "Operating Segments" which was issued by the IASB and adopted by the EU in 2007. The Standard will beadopted effective for 2009. The Standard will only affect the financial disclosures for the Group's segments. TheStandard will not affect the Group’s segmentation, which is already made in compliance with the Standard, orrecognition and measurement in the Consolidated Financial Statements.• IFRS 2 "Share-based Payment: Vesting conditions and Cancellations". The amended Standard is effective for financialyears beginning on or after 1 January 2009. The amended Standard is not expected to significantly affect theConsolidated Financial Statements.• IAS 23 "Borrowing Costs" effective for financial years beginning on or after 1 January 2009. The Standard requires thatborrowing costs are included in the cost of qualifying assets (intangible assets and property, plant and equipment) thattake a substantial period of time to get ready for use or sale. The Standard only applies to assets where productioncommences on or after 1 January 2009. The Standard will affect building, repairs and maintenance of large productionplants and breweries. Capitalised borrowing costs are expected to be a minor amount for 2009.• IAS 1 "Presentation of Financial Statements" which describes the presentation of financial statements and changes thepresentation of the primary financial statements in the Consolidated Financial Statements for 2009. The Standard iseffective for financial years beginning on or after 1 January 2009. First-time adoption of the Standard will take place inthe interim report for the first quarter 2009. IFRIC 13 "Customer Loyalty Programmes" regarding customer loyalty programmes. The standard is effective forfinancial years beginning on or after 1 January 2009. The interpretation is not expected to significantly affect thefinancial reporting.In addition, the following new or amended Standards and Interpretations of relevance to the Carlsberg Breweries Group havebeen issued but not yet adopted by the EU:F-72

Carlsberg Breweries Group IFRS 3 "Business Combinations" and IAS 27 "Consolidated and Separate Financial Statements". The Standards areeffective for financial years beginning on or after 1 July 2009 and are expected to be adopted by the CarlsbergBreweries Group as of the financial year 2010. IFRIC 15 "Agreements for the Construction of Real Estate". . The Interpretation is effective for financial yearsbeginning on or after 1 January 2009. IFRIC 16 "Hedges of a Net Investment in a Foreign Operation". The Interpretation is effective for financial yearsbeginning on or after 1 October 2008. IFRIC 17 "Distribution of Non-cash Assets to Owners" . The Interpretation is effective for financial years beginning onor after 1 July 2009.The new and amended Standards and Interpretations are not mandatory for the financial reporting for 2008. The CarlsbergBreweries Group expects to adopt the Standards and Interpretations when they become mandatory in 2009 and 2010respectively.The amendments did not affect recognition and measurement or result in changes to note disclosures. The accounting policiesused in the preparation of the Consolidated Financial Statements are consistent with those of last year.Consolidated financial statementsThe consolidated financial statements comprise the Parent Company Carlsberg Breweries A/S and subsidiaries in whichCarlsberg Breweries A/S has control, i.e. the power to govern the financial and operating policies. Control is obtained whenCarlsberg Breweries A/S directly or indirectly owns or controls more than 50% of the voting rights in the subsidiary or which it, insome other way, controls.Entities over which the Group exercises a significant influence, but which it does not control, are considered associates.Significant influence is generally obtained by direct or indirect ownership or control of more than 20% of the voting rights butless than 50%. When assessing whether Carlsberg Breweries A/S exercises control or significant influence, potential votingrights exercisable at the balance sheet date are taken into account.Entities which by agreement are managed jointly with one or more other parties (joint ventures) are consolidated proportionally,and the individual accounting entries are recognised in proportion to the ownership share.The consolidated financial statements have been prepared as a consolidation of the financial statements of the ParentCompany, subsidiaries and proportionally consolidated entities prepared according to the Group accounting policies. Onconsolidation, intra-group income and expenses, shareholdings etc., intra-group balances and dividends, and realised andunrealised gains on intra-group transactions are eliminated. Unrealised gains on transactions with associates and proportionallyconsolidated entities are eliminated in proportion to the Group's ownership share of the entity. Unrealised losses are eliminatedin the same way as unrealised gains to the extent that impairment has not taken place.Investments in subsidiaries and proportionally consolidated entities are set off against the proportionate share of thesubsidiaries’ fair value of identifiable net assets, including recognised contingent liabilities, at the acquisition date.The accounting items of subsidiaries are included in full in the consolidated financial statements. Minority interests’ share of theprofit/loss for the year and of the equity of subsidiaries which are not wholly owned is included in the Group’s profit/loss andequity respectively, but is disclosed separately.Business combinations Entities acquired or formed during the year are recognised in the consolidated financial statementsfrom the date of acquisition or formation. Entities which are disposed of or wound up are recognised in the consolidated incomestatement until the date of disposal or winding-up. The comparative figures are not restated for entities acquired, disposed of orwound up. Discontinued operations are presented separately, cf. below.For acquisitions of new subsidiaries, joint ventures and associates the purchase method is used. The acquired entities’identifiable assets, liabilities and contingent liabilities are measured at fair value at the acquisition date. Identifiable intangibleassets are recognised if they are separable or arise from a contractual right, and the fair value can be reliably measured.Deferred tax on revaluations is recognised.The acquisition date is the date when the Carlsberg Breweries Group effectively obtains control of the acquired subsidiary,enters the management of the joint venture or obtains significant influence over the associate.For business combinations made on 1 January 2004 or later, any excess of the cost over the fair value of the identifiable assets,liabilities and contingent liabilities acquired (goodwill) is recognised as goodwill under intangible assets. Goodwill is notF-73

Carlsberg Breweries Groupamortised but is tested annually for impairment. The first impairment test is performed before the end of the acquisition year.Upon acquisition, goodwill is allocated to the cash-generating units, which subsequently form the basis for the impairment test.The cost of a business combination comprises the fair value of the consideration agreed upon and costs directly attributable tothe acquisition. When a business combination agreement provides for an adjustment to the cost of the combination contingenton future events, the amount of that adjustment is included in the cost of the combination if the event is probable and theadjustment can be measured reliably.Goodwill and fair value adjustments in connection with the acquisition of a foreign entity with a functional currency other than thepresentation currency used in the Carlsberg Breweries Group are treated as assets and liabilities belonging to the foreign entityand translated into the foreign entity's functional currency at the exchange rate at the transaction date. Negative differences(negative goodwill) are recognised in the income statement at the acquisition date.If uncertainties regarding measurement of acquired identifiable assets, liabilities and contingent liabilities exist at the acquisitiondate, initial recognition will take place on the basis of preliminary fair values. If identifiable assets, liabilities and contingentliabilities are subsequently determined to have a different fair value at the acquisition date from that first assumed, goodwill isadjusted up until 12 months after the acquisition. The effect of the adjustments is recognised in the opening balance of equityand the comparative figures are restated accordingly. Subsequently, goodwill is only adjusted as a result of changes inestimates of contingent purchase considerations, except in cases of material error. However, subsequent realisation of theacquired entity's deferred tax assets not recognised at the acquisition date will require recognition of the tax benefit in theincome statement and simultaneous write-down of the carrying amount of goodwill to the amount which would have beenrecognised if the deferred tax asset had been recognised as an identifiable asset at the acquisition date.When a business combination is achieved in stages (step acquisition), each significant transaction is accounted for separatelyto determine the cost and fair value of identifiable assets, liabilities and contingent liabilities acquired, including any goodwill.The fair value of identifiable assets, liabilities and contingent liabilities acquired may differ at the various acquisition dates. Whena transaction in a step acquisition results in control, previously acquired interests in identifiable assets, liabilities and contingentliabilities associated with existing ownership interests are remeasured at fair value at the acquisition date. The remeasurementis accounted for as a revaluation and recognised in equity.For business combinations made prior to 1 January 2004, the accounting classification is maintained according to the formeraccounting policies, except that trademarks are now presented in a separate line in the balance sheet. Accordingly, goodwill isrecognised on the basis of the cost recognised in accordance with the former policies (the Danish Financial Statements Act andDanish Accounting Standards) less amortisation and impairment losses up until 31 December 2003. Goodwill is not amortisedafter 1 January 2004. The accounting treatment of business combinations prior to 1 January 2004 was not changed inconnection with the opening balance sheet at 1 January 2004.Gains or losses on the disposal or winding-up of subsidiaries, joint ventures and associates are stated as the differencebetween the sales amount and the carrying amount of net assets including goodwill at the date of disposal or winding-up,foreign exchange adjustments recognised directly in equity plus costs to sell or winding-up expenses. Gains or losses ondisposal or winding-up of subsidiaries are recognised in the income statement under Special items, whereas gains or losses ondisposal or winding-up of associates are recognised as financial income or financial expenses.On disposal of entities acquired prior to 1 January 2002 where goodwill in accordance with the former accounting policies waswritten off directly in equity and where in accordance with the exemption in IFRS 1 goodwill is not recognised in the balancesheet, the goodwill written off is recognised at a carrying amount of DKK 0 in determining any gains and losses on the disposalof the entity.Acquisition and disposal of minority interests. On acquisition of minority interests (i.e. subsequent to the CarlsbergBreweries Group obtaining control) acquired net assets are not revalued at fair value. The difference between the cost and thecarrying amount of acquired minority interests at the acquisition date is recognised as goodwill.On disposal of minority interests, the difference between the sales amount and the carrying amount of the minority interests isdeducted proportionally from the carrying amount of goodwill.Foreign currency translation. For each of the reporting entities in the Group, a functional currency is determined. Thefunctional currency is the primary currency used for the reporting entity's operations. Transactions denominated in currenciesother than the functional currency are considered transactions denominated in foreign currencies.F-74

Carlsberg Breweries GroupOn initial recognition, transactions denominated in foreign currencies are translated to the functional currency at the exchangerates at the transaction date. Foreign exchange differences arising between the exchange rates at the transaction date and atthe date of payment are recognised in the income statement as financial income or financial expenses.Receivables, payables and other monetary items denominated in foreign currencies are translated at the exchange rates at thebalance sheet date. The difference between the exchange rates at the balance sheet date and at the date at which thereceivable or payable arose or the exchange rate in the latest Consolidated Financial Statements is recognised in the incomestatement as financial income or financial expenses.On recognition in the consolidated financial statements of entities with a functional currency other than the presentationcurrency of Carlsberg Breweries A/S (DKK), the income statements and cash flow statements are translated at the exchangerates at the transaction date and the balance sheet items are translated at the exchange rates at the balance sheet date. Anaverage exchange rate for the month is used as the exchange rate at the transaction date to the extent that this does notsignificantly deviate from the exchange rate at the transaction date. Foreign exchange differences arising on translation of theopening balance of equity of foreign entities at the exchange rates at the balance sheet date and on translation of the incomestatements from the exchange rates at the transaction date to the exchange rates at the balance sheet date are recogniseddirectly in equity under a separate translation reserve.Foreign exchange adjustment of balances with foreign entities which are considered part of the investment in the entity arerecognised in the consolidated financial statements directly in equity if the balance is denominated in the functional currency ofthe Parent Company or the foreign entity. Correspondingly, foreign exchange gains and losses on the part of loans andderivative financial instruments which are designated as hedges of investments in foreign entities with a functional currencydifferent from Carlsberg Breweries A/S' and which effectively hedge against corresponding foreign exchange gains and losseson the investment in the entity are also recognised directly in a separate translation reserve in equity.On recognition in the consolidated financial statements of associates with a functional currency other than the presentationcurrency of Carlsberg Breweries A/S, the share of profit/loss for the year is translated at average exchange rates and the shareof equity, including goodwill, is translated at the exchange rates at the balance sheet date. Foreign exchange differences arisingon the translation of the share of the opening balance of equity of foreign associates at the exchange rates at the balance sheetdate, and on translation of the share of profit/loss for the year from average exchange rates to the exchange rates at thebalance sheet date, are recognised directly in a separate translation reserve in equity.On complete or partial disposal of a foreign entity or on repayment of balances which constitute part of the net investment in theforeign entity, the share of the cumulative amount of the exchange differences recognised directly in equity relating to thatforeign entity is recognised in the income statement when the gain or loss on disposal is recognised.Prior to translation of the financial statements of foreign entities in countries with hyperinflation, the financial statements(including comparative figures) are inflation-adjusted for changes in purchasing power in the local currency. Inflation adjustmentis based on relevant price indexes at the balance sheet date.Derivative financial instruments. Derivative financial instruments are recognised in the balance sheet at fair value on thetransaction date.The fair values of derivative financial instruments are included in other receivables and other payables respectively and set-offof positive and negative values is only made when the Company has the right and the intention to settle several financialinstruments net. Fair values of derivative financial instruments are computed on the basis of current market data and generallyaccepted valuation methods.Changes in the fair value of derivative financial instruments designated as and qualifying for recognition as a fair value hedge ofrecognised assets and liabilities are recognised in the income statement together with changes in the value of the hedged assetor liability with respect to the hedged portion. Hedging of future cash flows according to agreement, except for foreign currencyhedges, is treated as a fair value hedge of a recognised asset or liability.Changes in the portion of the fair value of derivative financial instruments designated as and qualifying as a cash flow hedgeand which effectively hedge changes in the value of the hedged item are recognised in equity. If the hedged transaction resultsin gains or losses, amounts previously recognised in equity are transferred to the same item as the hedged item. Gains orlosses from hedges of proceeds from future borrowings are, however, transferred from equity over the term of the loan.Derivatives designated as and qualifying for recognition as a cash flow hedge of financial investments are recognised in equity.On complete or partial disposal of the financial investment, the portion of the hedging instrument that is recognised in equity andrelates to that financial investment is recognised in the income statement when the gain or loss on disposal is recognised.F-75

Carlsberg Breweries GroupFor derivative financial instruments that do not qualify for hedge accounting, changes in fair value are recognised currently inthe income statement as financial income or financial expenses.Changes in the fair value of derivative financial instruments used to hedge net investments in foreign subsidiaries, joint venturesor associates and which effectively hedge currency fluctuations in these entities are recognised in the consolidated financialstatements directly in a separate translation reserve in equity.Certain contracts contain characteristics of derivative financial instruments. Such embedded derivatives are recognisedseparately and measured currently at fair value if they differ significantly from the host contract, unless the entire host contract isrecognised and measured at fair value.Income statementRevenue. Revenue from the sale of finished goods and goods for resale is recognised in the income statement provided thattransfer of risk to the buyer has taken place and that the income can be reliably measured and is expected to be received.Royalty and licence fees are recognised when earned according to the terms of the licence agreements.Revenue is measured excl. VAT and duties, including excise duties on beer and soft drinks, and discounts.Cost of sales. Cost of sales comprises costs incurred in generating the revenue for the year and development costs. Suchcosts include direct and indirect costs for raw materials and consumables, wages and salaries, rent and leases, anddepreciation of production plant and returnable packaging.Sales and distribution expenses. Costs incurred in distributing goods sold during the year and in conducting sales campaignsetc. during the year are recognised as distribution expenses. Also included are costs relating to sales staff, sponsorships,advertising and in-store display expenses, as well as depreciation and impairment of sales equipment.Administrative expenses. Administrative expenses comprise expenses incurred during the year for management andadministration, including expenses for administrative staff, office premises and office expenses, and depreciation and writedownsfor bad debt losses.Other operating income and expenses. Other operating income and costs comprise items secondary to the principalactivities of the entities, including income and expenses relating to rental properties and gains and losses on the disposal ofintangible assets and property, plant and equipment. Gains and losses on the disposal of intangible assets and property, plantand equipment are determined as the sales price less selling costs and the carrying amount at the disposal date. Also includedin this item is the effective interest rate on on-trade loans calculated on the basis of amortised cost, expenses relating to theresearch activities in Denmark and France and funding from the Carlsberg Foundation for the operation of the CarlsbergLaboratory.Government grants. Government grants relate to grants and funding for R&D activities, investment grants, etc.Grants for R&D activities which are recognised directly in the income statement are recognised as other operating income.Grants for the acquisition of assets and development projects are recognised in the balance sheet as deferred income andtransferred to other operating income in the income statement as the assets for which the grants were awarded are amortised.Operating profit before special items. Operating profit before special items is an important financial ratio for year-to-yearcomparison and for comparison of companies in the brewing industry.Special items. Special items includes significant income and costs of a special nature in terms of the Group’s revenuegeneratingoperating activities, such as the cost of extensive structuring of processes and fundamental structural adjustments,as well as any gains or losses arising from disposals in this connection, which have a material effect over a given period. Thisitem also includes significant non-recurring items, including impairment of goodwill and gains on the disposal of activities.These items are shown separately in order to give a more true and fair view of the Group’s operating profit.F-76

Carlsberg Breweries GroupProfits/losses from investments in associates. The proportionate share of the results of associates after tax and minorityinterests is recognised in the consolidated income statement after elimination of the proportionate share of unrealised intragroupprofits/losses.Financial income and expenses. Financial income and expenses comprise interest income and expenses, gains and losseson securities and impairment of securities, payables and transactions denominated in foreign currencies, amortisation offinancial assets (other than loans to customers in the on-trade, which are included in other operating income) and liabilities,including defined benefit retirement benefit plans, surcharges and refunds under the on-account tax scheme etc. Realised andunrealised gains and losses on derivative financial instruments which are not designated as hedging arrangements and theineffective portion of those designated as hedging arrangements are also included.Tax on profit/loss for the year. Tax for the year comprises current tax and changes in deferred tax for the year, includingchanges as a result of a change in the tax rate. The tax expense relating to the profit/loss for the year is recognised in theincome statement, and the tax expense relating to changes directly recognised in equity is recognised directly in equity.Carlsberg Breweries A/S is subject to the Danish rules on mandatory joint taxation of the Carlsberg Group's Danish companies.Danish subsidiaries are included in the joint taxation from the date when they are included in the consolidated financialstatements and up to the date when they are excluded from the consolidation.Carlsberg A/S is the administrative company under the joint taxation and accordingly pays all corporation taxes to the taxauthorities. The jointly taxed Danish companies are taxed under the on-account tax scheme.On payment of joint taxation contributions, the current Danish corporation tax is allocated between the Danish jointly taxedcompanies in proportion to their taxable income. Companies with tax losses receive joint taxation contributions from othercompanies that have used the tax losses to reduce their own taxable profit (full absorption).If the Carlsberg Breweries Group obtains a tax deduction on computation of the taxable income in Denmark or in foreignjurisdictions as a result of share-based payment programmes, the tax effect of the programmes is recognised in tax on theprofit/loss for the year. However, if the total tax deduction exceeds the total tax expense, the tax benefit for the excessdeduction is recognised directly in equity.Balance sheetIntangible assetsGoodwill. Goodwill is initially recognised in the balance sheet at cost as described under "Business combinations".Subsequently, goodwill is measured at cost less accumulated impairment losses. Goodwill is not amortised.The carrying amount of goodwill is allocated to the Group's cash-generating units at the acquisition date. Identification of cashgeneratingunits is based on the management structure and internal financial control.Other intangible assets. Research costs are recognised in the income statement as they are incurred. Development costs arerecognised as intangible assets if the costs are expected to generate future economic benefits.Costs for development and implementation of substantial IT systems are capitalised and amortised over their estimated usefullife.Trademarks and customer agreements/portfolios acquired in connection with business combinations are recognised at cost andamortised over their expected useful life. Trademarks with an indefinite useful life are not amortised but impairment-tested atleast annually.CO2 emission rights are measured at cost at the date of allocation (i.e. normally DKK 0), while acquired rights are measured atcost. Acquired rights are amortised over the production period during which they are expected to be utilised. A liability isrecognised (at fair value) only if actual emissions of CO2 exceed allocated levels based on the holding of rights.Other intangible assets are measured at cost less accumulated amortisation and impairment losses.Amortisation is carried out systematically over the expected useful lives of the assets. The expected useful lives are as follows:Trademarks with finite useful livesSoftware etc.Useful life, normally maximum 20 years3-5 yearsF-77

Carlsberg Breweries GroupDelivery rightsCustomer agreements/relationshipsDepending on contract, if no contract term has been agreed,normally not exceeding 5 yearsDepending on contract with the customer. When no contractexists, normally not exceeding 20 yearsThe useful life is reassessed annually. When changing the amortisation period due to a change in the useful life, the effect onthe amortisation is recognised prospectively as a change in accounting estimates.Property, plant and equipment. Land and buildings, plant and machinery, and fixtures and fittings, other plant and equipmentare measured at cost less accumulated depreciation and impairment losses.Cost comprises the purchase price and any costs directly attributable to the acquisition until the date when the asset is availablefor use. The cost of self-constructed assets comprises direct and indirect costs of materials, components, subsuppliers, andwages and salaries. The present value of estimated liabilities related to dismantling and removing the asset and restoring thesite on which the asset is located is added to the cost of self-constructed assets if the liabilities are provided for. Whereindividual components of an item of property, plant and equipment have different useful lives, they are accounted for asseparate items, which are depreciated separately.The cost of assets held under finance leases is stated at the lower of fair value of the assets and the present value of the futureminimum lease payments. For the calculation of the net present value, the interest rate implicit in the lease or an approximationthereof is used as the discount rate.Subsequent costs, e.g. in connection with replacement of components of property, plant and equipment, are recognised in thecarrying amount of the asset if it is probable that the costs will result in future economic benefits for the Group. The replacedcomponents are derecognised in the balance sheet and recognised as an expense in the income statement. Costs incurred forordinary repairs and maintenance are recognised in the income statement as incurred.Property, plant and equipment, including assets held under finance leases, are depreciated on a straight-line basis over theexpected useful lives of the assets. The expected useful lives are as follows:BuildingsTechnical installationsBrewery equipmentFilling and bottling equipmentTechnical installations in warehousesOn-trade and distribution equipmentFixtures and fittings, other plant and equipmentReturnable packagingHardware20-40 years15 years15 years8-15 years8 years5 years5-8 years3-10 years3 yearsLand is not depreciated.The basis of depreciation is calculated on the basis of the residual value less impairment losses. The residual value isdetermined at the acquisition date and reassessed annually. If the residual value exceeds the carrying amount, depreciation isdiscontinued.When changing the depreciation period or the residual value, the effect on the depreciation is recognised prospectively as achange in accounting estimates.Depreciation and minor impairment losses are recognised in the income statement under cost of sales, sales and distributioncosts and administrative expenses to the extent that depreciation is not included in the cost of self-constructed assets.Significant impairment losses of a non-recurring nature are recognised in the income statement under special items.Investments in associates. Investments in associates are recognised according to the equity method and measured at theproportionate share of the entities' net asset values calculated in accordance with the Group's accounting policies minus or plusthe proportionate share of unrealised intra-group profits and losses and plus the carrying amount of goodwill.Investments in associates with negative net asset values are measured at DKK 0. If the Group has a legal or constructiveobligation to cover a deficit in the associate, the deficit is recognised under provisions.Any amounts owed by associates are written down to the extent that the amount owed is deemed irrecoverable.F-78

Carlsberg Breweries GroupOn acquisition of investments in associates, the purchase method is used, see the description under Business combinations.Inventories. Inventories are measured at the lower of weighted average cost and the net realisable value.Goods for resale and raw materials and consumables are measured at cost, comprising purchase price plus delivery costs.Finished goods and work in progress are measured at cost, comprising the cost of raw materials, consumables, direct wagesand salaries and indirect production overheads. Indirect production overheads comprise indirect materials and wages andsalaries, and maintenance and depreciation of production machinery, buildings and equipment, and production administrationand management.The net realisable value of inventories is calculated as the sales amount less costs of completion and costs necessary to makethe sale, and is determined taking into account marketability, obsolescence and development in expected sales price.Receivables. Receivables are measured at amortised cost less impairment losses. Receivables are written down for bad debtlosses on the basis of customers’ anticipated ability to pay and expectations of any changes to this ability, taking into accounthistorical payment patterns, terms of payment, customer segment, creditworthiness and prevailing market conditions in theindividual markets.Objective indication of impairment is assessed for a portfolio of receivables when no objective indication of individual impairmentlosses exists. The portfolios are based on on-trade and off-trade customers and on-trade receivables and on-trade loans. Theobjective indications used for portfolios are based on historic experiences and actual market developments.Impairment losses are calculated as the difference between carrying amount and net realisable value, including the expectednet realisable value of any collateral provided.As regards loans to the on-trade, any difference between present value and the nominal amount at the loan date is treated as aprepaid discount to the customer, which is recognised in the income statement in accordance with the terms of the agreement.The market interest rate is used as the discount rate, corresponding to the money market rate based on the maturity of the loanwith the addition of a risk premium. The effective interest rate on these loans is recognised in other operating income, and theamortisation of the difference between the discount rate and the effective interest rate is included as a discount in revenue.Prepayments. Prepayments comprise costs incurred concerning subsequent financial years, including in particular sponsorshipand marketing costs. Prepayments are measured at cost.Securities. Shares not classified as investments in subsidiaries or associates and bonds are classified as securities availablefor sale. Such securities are recognised at cost at the trade date and are subsequently measured at fair value corresponding tothe market price of quoted securities and for unquoted securities an estimated fair value computed on the basis of market dataand generally accepted valuation methods. Unrealised value adjustments are recognised directly in equity except for impairmentlosses and foreign exchange adjustments of bonds denominated in foreign currencies, which are recognised in the incomestatement as financial income or financial expenses. On realisation, the accumulated value adjustment recognised in equity istransferred to the income statement.Securities available for sale are classified as current and non-current on the basis of management’s selling plans. The Grouphas no securities classified as a trading portfolio.Impairment of assets. Goodwill and trademarks with indefinite useful lives are subject to an annual impairment test, initiallybefore the end of the acquisition year.The carrying amount of goodwill is tested for impairment, together with the other non-current assets in the cash-generating unitto which goodwill is allocated, and written down to the recoverable amount through the income statement if the carrying amountis higher. The recoverable amount is generally calculated as the present value of expected future net cash flows (value in use)from the entity or activity (cash-generating unit) to which the goodwill is allocated. Impairment of goodwill is recognised underspecial items in the income statement.The carrying amount of trademarks with indefinite useful lives is subject to an impairment test and written down to therecoverable amount through the income statement if the carrying amount is higher. The recoverable amount is generallycalculated as the present value of expected future net cash flows from the trademark in the form of royalties. Impairment oftrademarks is recognised under special items in the income statement.The carrying amount of other non-current assets is subject to an annual impairment test for indications of impairment. Whenthere is an indication that assets may be impaired, the recoverable amount of the asset is determined. The recoverable amountF-79

Carlsberg Breweries Groupis the higher of an asset's fair value less expected costs to sell and its value in use. Value in use is the present value of thefuture cash flows expected to be derived from an asset or the cash-generating unit to which the asset belongs.An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds the recoverable amountof the asset or the cash-generating unit. Minor impairment losses are recognised in the income statement under cost of sales,sales and distribution costs, administrative expenses and other operating costs. Significant impairment losses and impairmentlosses arising on extensive structuring of processes and fundamental structural adjustments are recognised under specialitems.Impairment of goodwill is not reversed. Impairment of other assets is reversed only to the extent of changes in the assumptionsand estimates underlying the impairment calculation. Impairment is only reversed to the extent that the asset’s new carryingamount does not exceed the carrying amount of the asset after amortisation had the asset not been impaired.Deferred tax assets are subject to annual impairment tests and are recognised only to the extent that it is probable that theassets will be utilised.EquityTranslation reserve. The translation reserve in the consolidated financial statements comprises foreign exchange adjustmentsarising on translation of financial statements of foreign entities from their functional currencies into the presentation currencyused by Carlsberg Breweries A/S (DKK), balances considered to be part of the total net investment in foreign entities, andfinancial instruments used to hedge net investments in foreign entities.On full or partial realisation of the net investment, the foreign exchange adjustments are recognised in the income statement inthe same item as the gain/loss.The translation reserve was recognised at zero at 1 January 2004 in accordance with IFRS 1.Fair value adjustments. Fair value adjustments comprise changes in the fair value of hedging transactions that qualify forrecognition as cash flow hedges, and where the hedged transaction has not yet been realised. Fair value adjustments alsocomprise a reserve for securities available for sale.Proposed dividend. Proposed dividends are recognised as a liability at the date when they are adopted at the Annual GeneralMeeting (declaration date). The dividend recommended by the Board of Directors and therefore expected to be paid for the yearis disclosed in the notes.Interim dividends are recognised as a financial liability at the date when the decision to pay interim dividends is made.Treasury shares. Cost of acquisition, consideration received and dividends received from treasury shares are recogniseddirectly as retained earnings in equity. Capital reductions from the cancellation of treasury shares are deducted from the sharecapital at an amount corresponding to the nominal value of the shares.Proceeds from the sale of treasury shares in connection with the exercise of share options are recognised directly in equity.Share-based payments. The value of services received in exchange for granted options is measured at the fair value of theoptions granted.The share option programme for the Executive Board and other key employees in the Group is an equity-settled scheme. Theshare options are measured at fair value at the grant date and recognised in the income statement under staff costs over thevesting period.On initial recognition of the share options, an estimate is made of the number of options expected to vest. That estimate issubsequently revised for changes in the number of options expected to vest. Accordingly, recognition is based on the number ofoptions that ultimately vested.The fair value of granted share options is estimated using the Black & Scholes call option pricing model, taking into account theterms and conditions upon which the options were granted.Employee benefits. Wages and salaries, social security contributions, paid leave and sick leave, bonuses and other employeebenefits are recognised in the financial year in which the employee renders the related service.Retirement benefit obligations and similar obligations. The Group has entered into retirement benefit schemes and similararrangements with the majority of the Group's employees.F-80

Carlsberg Breweries GroupContributions to defined contribution plans are recognised in the income statement in the period to which they relate and anycontributions outstanding are recognised in the balance sheet as other payables.For defined benefit plans an annual actuarial calculation is made of the present value of future benefits under the defined benefitplan. The present value is determined on the basis of assumptions about the future development in variables such as salarylevels, interest rates, inflation and mortality. The present value is determined only for benefits earned by employees from theiremployment with the Group. The actuarial present value less the fair value of any plan assets is recognised in the balance sheetunder retirement benefit obligations.Pension costs for the year are recognised in the income statement based on actuarial estimates and financial expectations atthe beginning of the year. Any difference between the expected development in pension plan assets and liabilities and realisedamounts determined at year end constitutes actuarial gains or losses and is recognised directly in equity.If changes in benefits relating to services rendered by employees in previous years result in changes in the actuarial presentvalue, the changes are recognised as historical costs. Historical costs are recognised immediately, provided employees havealready earned the changed benefits. If employees have not earned the benefits, the historical costs are recognised in theincome statement over the period in which the changed benefits are earned by the employees.If a retirement benefit plan constitutes a net asset, the asset is only recognised if it off sets future refunds from the plan or willlead to reduced future payments to the plan.Interest on retirement benefit obligations and the expected return on plan assets are recognised under financial income orfinancial expenses.Realised gains and losses on the adjustment of retirement benefit obligations as a result of large-scale termination of jobs inconnection with restructuring are recognised in the income statement under special items.Realised gains and losses on the curtailment or settlement of retirement benefit plans are recognised in the income statement.Corporation tax and deferred tax. Current tax payable and receivable is recognised in the balance sheet as tax computed onthe taxable income for the year, adjusted for tax on the taxable income of prior years and for tax paid on account.Deferred tax on all temporary differences is measured using the balance sheet liability method between the carrying amountand the tax base of assets and liabilities. However, deferred tax is not recognised on temporary differences relating to goodwillwhich is not deductible for tax purposes or on office premises and other items where temporary differences, apart from businesscombinations, arise at the acquisition date without affecting either profit/loss for the year or taxable income. Where alternativetax rules can be applied to determine the tax base, deferred tax is measured based on management’s planned use of the assetor settlement of the liability respectively.If specific dividend plans exist for subsidiaries, joint ventures and associates in countries levying withholding tax on distributions,deferred tax is recognised on expected dividend payments.Deferred tax assets, including the tax base of tax loss carryforwards, are recognised under other non-current assets at theexpected value of their utilisation, either as a set-off against tax on future income or as a set-off against deferred tax liabilities inthe same legal tax entity and jurisdiction.Deferred tax assets and tax liabilities are offset if the Company has a legally enforceable right to offset current tax liabilities andtax assets or intends either to settle current tax liabilities and tax assets on a net basis or to realise the assets and settle theliabilities simultaneously.Adjustment is made to deferred tax resulting from elimination of unrealised intra-group profits and losses.Deferred tax is measured according to the tax rules and at the tax rates applicable in the respective countries at the balancesheet date when the deferred tax is expected to crystallise as current tax. The change in deferred tax as a result of changes intax rates is recognised in the income statement. Changes to deferred tax recognised in equity are, however, recognised inequity.Provisions. Provisions, including warranty provisions, are recognised when, as a result of events arising before or at thebalance sheet date, the Group has a legal or a constructive obligation and it is probable that there may be an outflow ofresources embodying economic benefits to settle the obligation. Other provisions are discounted if the effect is material to themeasurement of the liability. The Carlsberg Breweries Group’s average borrowing rate is used as the discount rate.F-81

Carlsberg Breweries GroupRestructuring costs are recognised under liabilities when a detailed, formal restructuring plan has been announced to thepersons affected no later than at the balance sheet date. On acquisition of entities, restructuring provisions in the acquiree areonly included in the opening balance sheet when the acquiree has a restructuring liability at the acquisition date.A provision for onerous contracts is recognised when the expected benefits to be derived by the Group from a contract arelower than the unavoidable costs of meeting its obligations under the contract.When the Group has a legal obligation to dismantle or remove an asset or restore the site on which the asset is located, aprovision is recognised corresponding to the present value of expected future costs.Financial liabilities. Amounts owed to credit institutions, bonds etc. are recognised at the date of borrowing at the net proceedsreceived less transaction costs paid. In subsequent periods, the financial liabilities are measured at amortised cost using theeffective interest method. Accordingly, the difference between the proceeds and the nominal value is recognised in the incomestatement under financial expenses over the term of the loan.Financial liabilities also include the capitalised residual obligation on finance leases, which is measured at amortised cost.Other liabilities are measured at amortised cost.Deposit on returnable packaging. The refund obligation in respect of deposits on returnable packaging is stated on the basisof deposit price as well as an estimate of the number of bottles, kegs, cans and crates in circulation.Leases. For accounting purposes lease obligations are divided into finance and operating leases.Leases are classified as finance leases if they transfer substantially all the risks and rewards incident to ownership to thelessee. All other leases are classified as operating leases.The accounting treatment of assets held under finance leases and lease obligations is described under Property, plant andequipment and Financial liabilities respectively.Operating lease payments are recognised in the income statement on a straight-line basis over the lease term.Deferred income. Deferred income comprises payments received concerning income in subsequent years and is measured atcost.Assets held for sale. Assets held for sale comprise non-current assets and disposal groups held for sale. Disposal groups aredefined as a group of assets to be disposed of, by sale or otherwise, together as a group in a single transaction and thoseliabilities directly associated with the assets that will be transferred in the transaction.Assets are classified as held for sale if management has decided to sell the asset or disposal group and taken the necessarysteps to carry out the sale, such that the carrying amount will be recovered principally through a sale within 12 months inaccordance with a formal plan rather than through continuing use.Assets or disposal groups held for sale are measured at the lower of carrying amount or fair value less costs to sell. Assets arenot depreciated or amortised from the date when they are reclassified as held for sale.Impairment losses on initial recognition as held for sale and gains and losses on subsequent remeasurement at the lower ofcarrying amount and fair value less costs to sell are recognised in the income statement in the items to which they relate. Gainsand losses are disclosed in the notes.Assets and liabilities are recognised separately in the balance sheet and main items are specified in the notes. Comparativefigures are not restated.If a sale is not completed as expected, the asset or disposal group is reclassified to the items in the balance sheet from whichthe asset or disposal group was originally separated. This reclassification is made at the carrying amount less any depreciationcharges that would have been recognised if the asset had not been classified as held for sale.Presentation of discounted operations. Discontinued operations comprise activities and cash flows that can be clearlydistinguished from the other business areas and have either been disposed of or are held for sale, and the sale is expected tobe carried out within twelve months in accordance with a formal plan. Discontinued operations also include entities which areclassified as held for sale in connection with an acquisition.Discontinued operations are presented in a separate line in the income statement and as assets and liabilities held for sale inthe balance sheet, and main items are specified in the notes. Comparative figures are restated.F-82

Carlsberg Breweries GroupCash flow statementThe cash flow statement shows the cash flows from operating, investing and financing activities for the year, the year's changesin cash and cash equivalents as well as cash and cash equivalents at the beginning and end of the year.Cash flows from operating activities. Cash flows from operating activities are calculated using the indirect method as theoperating profit before special items adjusted for non-cash operating items, changes in working capital, restructuring costs paid,interest received and paid, and corporation tax paid.Cash flows from investing activities. Cash flows from investing activities comprise payments in connection with acquisitionsand disposals of entities and activities and of intangible assets, property, plant and equipment and other non-current assets aswell as acquisition and disposal of securities not recognised as cash and cash equivalents.The cash flow effect of acquisitions and disposals of entities is shown separately in cash flows from investing activities. Cashflows from acquisitions of entities are recognised in the cash flow statement from the acquisition date. Cash flows fromdisposals of entities are recognised up until the disposal date.Acquisitions of assets by means of finance leases are treated as non-cash transactions.Cash flows from financing activities. Cash flows from financing activities comprise changes in the size or composition of theshare capital and related costs as well as the acquisition and disposal of minority interests, raising of loans, repayment ofinterest-bearing debt, acquisition and disposal of treasury shares and payment of dividends to shareholders.Cash flows from assets held under finance leases are recognised as payment of interest and repayment of debt.Cash and cash equivalents. Cash and cash equivalents comprise cash, less bank overdrafts, and short-term marketablesecurities with a term of three months or less at the acquisition date which are subject to an insignificant risk of changes invalue.Cash flows in currencies other than the functional currency are translated using average exchange rates unless these deviatesignificantly from the exchange rate at the transaction date.Segment informationThe Group’s activity is the production and sale of beer and other beverages. In accordance with the Group’s managementstructure, beverage activities are segmented according to the geographical regions where production takes place. Segmentinformation is provided only on the Group's primary segments.A segment’s operating profit/loss includes revenue, operating costs and share of profit/loss in associates to the extent that theycan be allocated directly to the individual segment. Income and expenses related to Group functions have not been allocatedand, as is the case with eliminations and other activities, are not included in the operating profit/loss of the segments.Non-current segment assets comprise non-current assets used directly in the operating activities of the segment, includingintangible assets, property, plant and equipment, and investments in associates. Current segment assets are allocated to thesegments to the extent that they can be allocated directly to the individual segment, including inventories, trade receivables,other receivables and prepayments.Segment liabilities comprise liabilities resulting from the operating activities of the segment, including provisions, trade payablesand other payables.F-83

Carlsberg Breweries GroupFinancial ratiosEarnings per share (EPS) and diluted earnings per share (EPS-D) are calculated in accordance with IAS 33.Earnings per share (EPS). Consolidated profit for the year, excluding minority interests, divided by the average number ofshares outstanding.Earnings per share, diluted (EPS-D). Consolidated profit for the year, excluding minority interests, divided by the averagenumber of shares outstanding, fully diluted for share options in the money and the bonus element in a rights issue inaccordance with IAS 33 1 .Number of shares, average. The number of issued shares, excluding treasury shares, as an average for the year (= averagenumber of shares outstanding).1 The dilutive effect is calculated as the difference between the number of shares that could be acquired at fair value for theproceeds from the exercise of the share options and the number of shares that could be issued assuming that the options areexercised.F-84

Carlsberg Breweries GroupGroup CompaniesCarlsberg Breweries A/SNothern & Western EuropeEastern EuropeAsiaOther activitiesOwner-Nominal shareship-sharecapitalin 1,000 CurrencyExchangerateCarlsberg Breweries A/S, Copenhagen, Denmark 100% 501.000 DKK 100,00 Carlsberg Danmark A/S, Copenhagen, Denmark 3 subsidiaries 100% 100.000 DKK 100,00 Investeringselskapet RH, Oslo, Norway 7 subsidiaries 100% 49.900 NOK 75,72 Ringnes a.s., Oslo, Norway 2 subsidiaries 100% 238.714 NOK 75,72 Oy Sinebrychoff Ab, Helsinki, Finland 100% 96.707 EUR 745,06 Saku Ölletehase AS, Estonia 1) 100% 80.000 EEK 47,62 Pripps Ringnes AB, Stockholm, Sweden 1 subsidiaries 100% 287.457 SEK 68,04 Carlsberg Sverige AB, Stockholm, Sweden 4 subsidiaries 100% 70.000 SEK 68,04 BBH - Baltic Beverages Holding AB, Stockholm, Sweden 100% 12.000 EUR 745,06 A/S Aldaris, Latvia 85% 7.500 LVL 1.052,49 Svyturys-Utenos Alus AB, Lithuania 75% 118.000 LTV 215,78 UAB BBH Baltics, Litauen 100% 10 LTL 215,78 Baltic Beverages Eesti, Estonia 100% 400 EEK 47,62 Baltika Brewery, St. Petersburg, Russia 2 subsidiaries 1) 89% 164.364 RUB 17,98 Slavutich Brewery, Ukraine 92% 853.692 UAH 68,63 Lvivska Brewery, Ukraine 100% 72.741 UAH 68,63 Derbes Company Ltd. Liability Partnership, Kazakhstan 98% 4.820.426 KZT 4,36 Olivaria, Belarus 3) 30% 61.444.801 BYR 0,24 Carlsberg Uzbekistan, Usbekistan 75% 35.217.146 UZS 0,38 Baltic Beverages Invest AB, Stockholm, Sweden 100% 11 EUR 745,06 Baltic Beverages Holding Oy, Helsingki, Finland 100% 4 EUR 745,06 Carlsberg Italia S.p.A, Lainate, Italy 13 subsidiaries 100% 82.400 EUR 745,06 Unicer-Bebidas de Portugal, SGPS, S.A., Porto, Portugal 7 subsidiaries 5) 44% 50.000 EUR 745,06 Feldschlösschen Getränke Holding AG, Rheinfelden, Switzerland 3 subsidiaries 100% 95.000 CHF 497,93 Carlsberg Deutschland GmbH, Mönchengladbach, Germany 6 subsidiaries 100% 26.897 EUR 745,06 Göttsche Getränke GmbH, Germany 100% 2.000 EUR 745,06 Holsten-Brauerei AG, Hamburg, Germany 5 subsidiaries 100% 41.250 EUR 745,06 Tuborg Deutschland GmbH, Mönchengladbach, Germany 100% 51 EUR 745,06 Carlsberg GB Limited, Northampton, UK 100% 692 GBP 764,73 Carlsberg UK Holdings PLC, Northampton, UK 2 subsidiaries 100% 90.004 GBP 764,73 Emeraude SAS, France 4 subsidiaries 5) 100% 405.037 EUR 745,06 Brasseries Kronenbourg SAS, France 100% 547.891 EUR 745,06 Sorex Holding SAS, France 100% 14.600 EUR 745,06 Mythos Brewery SA, Greece 100% 39.405 EUR 745,06 Carlsberg Polska S. A., Warszawa, Poland 3 subsidiaries 100% 28.721 PLN 179,68 Carlsberg Accounting Centre Sp.z.o.o., Poznan, Poland 100% 50 PLN 179,68 Dyland BV, Bussum, Netherlands 1 subsidiary 100% 18.198 EUR 745,06 Carlsberg Croatia d.o.o., Koprivnica, Croatia 80% 239.932 HRK 101,15 Bottling and Brewing Group Ltd., Blantyre, Malawi 3 subsidiaries 2,5) 44% 1.267.128 MWK 3,75 Nuuk Imeq A/S, Nuuk, Greenland 32% 45.679 DKK 100,00 International Breweries (Netherlands) B.V., Bussum, Netherlands 2 subsidiaries 16% 2.523 USD 528,49 Carlsberg Bulgaria AD, Mladost, Bulgaria 80% 37.325 BGN 380,95 B to B Distribution EOOD, Mladost, Bulgaria 100% 10 BGN 380,95 Carlsberg Serbia d.o.o., Serbia 2 subsidiaries 80% 2.989.921 RSD 8,30 Carlsberg Hungary Sales Limited Liability Company, Budaörs, Hungary 100% 25.200 HUF 2,80 Carlsberg International A/S, Copenhagen, Denmark 100% 1.000 DKK 100,00 South-East Asia Brewery Ltd., Hanoi, Vietnam 60% 212.705.000 VND 0,03 International Beverages Distributors Ltd., Hanoi, Vietnam 60% 10.778.000 VND 0,03 Hue Brewery Ltd., Hue, Vietnam 50% 216.788.000 VND 0,03 Tibet Lhasa Brewery Company Limited, Lhasa, Tibet, China 33% 380.000 CNY 77,32 Xinjiang Wusu Beer Co. Ltd., Urumqi, Xinjiang, China 3 subsidiaries 61% 105.480 CNY 77,32 Lanzhou Huanghe Jianjiang Brewery Company Limited, China 30% 210.000 CNY 77,32 Qinghai Huanghe Jianjiang Brewery Company Ltd., Xining, Qinghai, China 33% 85.000 CNY 77,32 Jiuquan West Brewery Company Ltd., Jiuquan, Gansu, China 30% 15.000 CNY 77,32 Gansu Tianshui Benma Brewery Company Ltd., Tianshui, Gansu, China 30% 16.620 CNY 77,32 Ningxia Xixia Jianiang Brewery Ltd, China 70% 194.351 CNY 77,32 Carlsberg Brewery Malaysia Berhad, Selangor Darul Ehsan, Malaysia 1) 51% 154.039 MYR 151,93 Carlsberg Marketing Sdn BHD, Selangor Darul Ehsan, Malaysia 100% 10.000 MYR 151,93 Euro Distributors Sdn BHD, Selangor Darul Ehsan, Malaysia 100% 100 MYR 151,93 The Lion Brewery Ceylon, Biyagama, Sri Lanka 1) 25% 850.000 LKR 4,73 Carlsberg Distributors Taiwan Ltd, Taiwan 1 subsidiary 50% 100.000 TWD 16,30 F-85

Carlsberg Breweries GroupGroup CompaniesCarlsberg Breweries A/SOwner-Nominal shareship-share incapital1,000ExchangerateNothern & Western EuropeEastern EuropeAsiaOther activitiesCurrencyCarlsberg Asia Pte Ltd., Singapore 100% 54.914 SGD 366,57 Brewery Invest Pte. Ltd, Singapore 100% 3.200 SGD 366,57 Carlsberg Brewery Hong Kong Ltd., Hong Kong, China 1 subsidiary 100% 260.000 HKD 68,19 Carlsberg Brewery Guangdong Ltd., Huizhou, China 100% 442.330 CNY 77,32 Tsingtao Beer Shanghai Songjiang Co. Ltd., Shanghai, China 25% 303.659 CNY 77,32 Carlsberg Hong Kong Ltd., Hong Kong, China 100% (-) HKD 68,19 Kunming Huashi Brewery Company Ltd., Kunming, China 100% 79.528 CNY 77,32 Lao Brewery Co. Ltd., Vientiane, Laos 50% 14.400.000 LAK 0,06 Carlsberg Singapore Pte. Ltd., Singapore 100% 1.000 SGD 366,57 Carlsberg Marketing (Singapore) Pte Ltd., Singapore 100% 1.000 SGD 366,57 Gorkha Brewery Pvt. Ltd., Kathmandu, Nepal 50% 466.325 NPR 8,05 Dali Beer (Group) Limited Company, Dali, China 100% 97.799 CNY 77,32 Hanio Vung Tau Joint Stock, Vietnam 5) 40% 150.000.000 VND 0,03 Hanio Beer Company, Vietnam 5) 16% 2.318.000.000 VND 0,03 Kronenbourg Vietnam Limited, Vietnam 5) 50% 629.936.908 VND 0,03 Chongqing Brewery Co. Ltd, China 1,5) 18% 483.971 CNY 77,32 Caretech Ltd, Hong Kong, China 5) 50% 10.000 HKD 68,19 Cambrew Pte Ltd, Singapore 5) 100% 21.720 SGD 366,57 Cambrew Ltd, Phnom Penh, Cambodia 1 subsidiary 5) 100% 125.000 USD 528,49 Lao Soft Drinks Co. Ltd, Laos 65% 2.448.000 LAK 0,06 Carlsberg IndoChina 100% 8.000 VND 528,49 South Asian Breweries Pvt Ltd, Singapore 45% 65.000 SGD 366,57 South Asian Breweries Pvt Ltd, India 100% 700.000 INR 10,99 Parag Breweries Ltd, India 52% 5.200 INR 10,99 Halong Beer and Beverage, Vietnam 30% 9.000.000.000 VND 0,03 Danish Malting Group A/S, Vordingborg, Denmark 100% 100.000 DKK 100,00 Danish Malting Group Polska Sp. z o.o., Sierpc, Poland 100% 20.000 PLN 179,68 Carlsberg Finans A/S, Copenhagen, Denmark 100% 25.000 DKK 100,00 Carlsberg Invest A/S, Copenhagen, Denmark 1 subsidiary 100% 52.847 DKK 100,00 CTDD Beer Imports Ltd., Quebec, Canada 100% (-) CAD 429,90 Carlsberg USA Inc., New York, USA 100% 1.260 USD 528,49 Carlsberg Canada Inc., Mississauga, Ontario, Canada 100% 5.000 CAD 429,90 Carlsberg IT A/S, Copenhagen, Denmark 100% 50.000 DKK 100,00 Carlsberg Insurance A/S, Copenhagen, Denmark 100% 25.000 DKK 100,00 Subsidiay Proportionally consolidated entities Associate1) Listed company2) Carlsberg is responsible for management3) Carlsberg can exercise control due to call options.4) In accordance with section 5(1) of the Danish Financial Statements Act (exemption provision), Financial Statements are not prepared5) Company not audited by KPMGF-86

FINANCIAL INFORMATIONAudited consolidated financial statements for the financial years 2008 and 2007Consolidated financial statements of Carlsberg Breweries A/S for the financial year2007 prepared in accordance with IFRS as adopted by the EUF-87

Management StatementThe Board of Directors and the Executive Board have today discussed and approved the consolidatedfinancial statements for the financial year 2007 of Carlsberg Breweries A/S (together with its subsidiaries the‘‘Carlsberg Breweries Group’’).The consolidated financial statements have been prepared in accordance with IFRS as adopted by the EU.The consolidated financial statements have been derived from the Annual Report for the financial year 2007of Carlsberg Breweries A/S. The consolidated financial statements for 2007 were reported on at 12 March2008.We consider the applied accounting policies appropriate, so that the consolidated financial statements givesa true and fair view of the Carlsberg Breweries Group’s assets, liabilities and financial position at 31December 2007 and of the results of the Carlsberg Breweries Group’s operations and cash flows for thefinancial year 2007.Copenhagen, 11 May 2009Executive Board of Carlsberg Breweries A/SJørgen Buhl RasmussenJørn P. JensenBoard of Directors of Carlsberg Breweries A/SJess SøderbergChairmanPovl Krogsgaard-LarsenDeputy chairmanHans Andersen Jørgen Buhl Rasmussen Eva Vilstrup DeckerMorten IbsenJørn P. JensenF-88

Independent Auditors’ Report on the Consolidated Financial Statements for the Financial Year 2007To the Shareholder of Carlsberg Breweries A/SWe have audited the consolidated financial statements of Carlsberg Breweries A/S (together with its subsidiaries the‘‘Carlsberg Breweries Group’’) for the financial year 2007 as presented on pages F-88–F-166, which comprise themanagement statement, consolidated income statement, consolidated statement of recognized income and expenses,consolidated balance sheet, consolidated statement of changes in equity, consolidated cash flow statement and relatednotes (‘‘the consolidated financial statements’’). These consolidated financial statements have been derived from theannual report of Carlsberg Breweries A/S for the financial year 2007. The consolidated financial statements have beenprepared in accordance with IFRS as adopted by the EU. The audit for the financial year 2007 was completed as at 12March 2008.Management’s Responsibility for the Consolidated Financial StatementsManagement is responsible for the preparation and fair presentation of the consolidated financial statements inaccordance with IFRS as adopted by the EU. This responsibility includes: designing, implementing and maintaininginternal control, relevant to the preparation and fair presentation of the consolidated financial statements that are freefrom material misstatement, whether due to fraud or error; selecting and using appropriate accounting policies; andmaking accounting estimates that are reasonable in the circumstances.Auditors’ Responsibility and Basis of OpinionOur responsibility is to express an opinion on the consolidated financial statements based on our audit. We conductedour audit in accordance with Danish Standards on Auditing. Those standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance, whether the consolidated financialstatements are free from material misstatement.An audit involves performing procedures to obtain audit evidence regarding the amounts and disclosures in theconsolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessmentof the risk of material misstatement of the consolidated financial statements, whether due to fraud or error. In makingthose risk assessments, the auditors consider internal control relevant to the Company’s preparation and fairpresentation of the consolidated financial statements in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accountingestimates made by Management, as well as evaluating the overall presentation of the consolidated financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.Our audit did not result in any qualification.OpinionIn our opinion the consolidated financial statements give a true and fair view of the Carlsberg Breweries Group’sconsolidated assets, consolidated liabilities and consolidated financial position as at 31 December 2007 and of theCarlsberg Breweries Group’s consolidated results of the operations and cash flows for the financial year 2007 inaccordance with IFRS as adopted by the EU.Copenhagen, 11 May 2009KPMGStatsautoriseret RevisionspartnerselskabHenrik Kronborg IversenState Authorised Public AccountantJesper KoefoedState Authorised Public AccountantF-89

Carlsberg Breweries GroupConsolidated financial statements 2007Income statementStatement of recognised income and expenses for the yearBalance sheetStatement of changes in equityCash flow statementNotes1 Significant accounting estimates and judgements2 Segment information3 Cost of sales4 Sales and distribution costs5 Fees to auditors appointed by the Annual General Meeting6 Other operating income and expenses7 Special items8 Financial income9 Financial expenses10 Corporation tax11 Minority interests12 Earnings per share13 Staff costs and remuneration of the Board of Directors, the Executive Board and other executive employees14 Share-based payment15 Intangible assets16 Impairment test17 Property, plant and equipment18 Investments in associates19 Securities20 Receivables21 Inventories22 Cash and cash equivalents23 Assets held for sale and associated liabilities24 Share capital25 Borrowings26 Retirement benefit obligations and similar obligations27 Deferred tax assets and deferred tax liabilities28 Provisions29 Other liabilities etc.30 Cash flows31 Acquisition and disposal of entities32 Specification of invested capital33 Specification of net interest-bearing debt34 Investments in proportionally consolidated entities35 Financial risks36 Financial instruments37 Related party disclosures38 Contingent liabilities and other commitments39 Events after the balance sheet date40 Accounting policiesGroup companiesF-90

Carlsberg Breweries GroupIncome statement2007 2006Note DKK million DKK millionRevenue 60.111 55.753Excise duties on beer and soft drinks etc. -15.361 -14.670Net revenue 44.750 41.0833 Cost of sales -22.423 -20.151Gross profit 22.327 20.9324 Sales and distribution expenses -14.528 -14.1735 Administrative expenses -3.120 -3.0436 Other operating income 524 4506 Other operating expenses -296 -24818 Share of profit after tax, associates 94 79Operating profit before special items 5.001 3.9977 Special items, income - 6027 Special items, costs -427 -762Operating profit 4.574 3.8378 Financial income 627 6349 Financial expenses -1.598 -1.362Profit before tax 3.603 3.10910 Corporation tax -1.190 -920Consolidated profit 2.413 2.189Attributable to:11 Minority interests 294 282Shareholders in Carlsberg Breweries A/S 2.119 1.90712 Earnings per shareEarnings per share 4.238 3.814Earnings per share, diluted 4.238 3.814F-91

Carlsberg Breweries GroupStatement of recognised income and expenses for the yearNoteCurrencytranslationFair valueadjustmentsShareholdersin CarlsbergRetained Breweries A/S,earningstotalMinorityinterests2007DKK millionTotalProfit for the year - - 2,119 2,119 294 2,413Foreign exchange adjustments:Foreign entities36 -600 - - -600 -70 -670Value adjustments:Hedging instruments, value adjustment for the year35, 36 148 83 - 231 - 231Hedging instruments, transferred to financial items-33 - - -33 - -33Securities - 42 - 42 4 46Securities, transferred to income statement on disposal - -3 - -3 -1 -4Retirement benefit obligations 26 - - -526 -526 - -526Other adjustments:Share-based payment 14 - - 19 19 - 19Other - - -10 -10 1 -9Tax on changes in equity -36 -36 169 97 - 97Net amount recognised directly in equity -521 86 -348 -783 -66 -849Total recognised income and expenses -521 86 1,771 1,336 228 1,564NoteCurrencytranslationFair valueadjustmentsShareholdersin CarlsbergRetained Breweries A/S,earningstotalMinorityinterests2006DKK millionTotalProfit for the year - - 1,907 1,907 282 2,189Foreign exchange adjustments:Foreign entities36 -347 - - -347 -72 -419Value adjustments:Hedging instruments, value adjustment for the year35, 36 108 170 - 278 - 278Hedging instruments, transferred to financial items-39 - - -39 - -39Securities - -1,085 - -1,085 - -1,085Securities, transferred to income statement on disposal - -624 - -624 - -624Retirement benefit obligations 26 - - -97 -97 - -97Other adjustments:Share-based payment 14 - - 9 9 - 9Other - - 5 5 -10 -5Tax on changes in equity -7 4 61 58 - 58Net amount recognised directly in equity -285 -1,535 -22 -1,842 -82 -1,924Total recognised income and expenses -285 -1,535 1,885 65 200 265Currency translation comprises foreign exchange adjustments arising on the translation of the financial statements of foreign entities with a functionalcurrency other than the Group's presentation currency, foreign exchange adjustment of assets and liabilities which constitute part of the Group's netinvestment in a foreign entity and foreign exchange adjustments of hedging transactions related to the Group's net investment in a foreign entity.Fair value adjustments comprise changes in the fair value of hedging transactions that qualify for recognition as cash flow hedges, where the hedgedtransaction has not yet been realised. Fair value adjustments also comprise a reserve for securities available for sale.F-92

Carlsberg Breweries GroupBalance sheet31 Dec. 2007 31 Dec. 2006Note Assets DKK million DKK millionNon-current assets15, 16 Intangible assets 9,998 10,07216, 17 Property, plant and equipment 21,168 19,59518 Investments in associates 591 55119 Securities 100 10720 Receivables 1,476 1,13927 Deferred tax assets 626 71526 Retirement benefit plan assets 11 14Total non-current assets 33,970 32,193Current assets21 Inventories 3,818 3,22020 Trade receivables 6,300 6,110Tax receivables 62 8420 Other receivables 2,695 92520 Prepayments 891 91819 Securities 34 822 Cash and cash equivalents 2,026 2,267Total current assets 15,826 13,53223 Assets held for sale 34 109Total assets 49,830 45,834F-93

Carlsberg Breweries GroupBalance sheet31 Dec. 2007 31 Dec. 2006Note Equity and liabilities DKK million DKK millionEquity24 Share capital 500 500Reserves 11,223 10,456Equity, shareholders in Carlsberg Breweries A/S 11,723 10,956Minority interests 1,296 1,368Total equity 13,019 12,324Non-current liabilities25 Borrowings 16,162 11,86526 Retirement benefit obligations and similar obligations 2,191 1,97827 Deferred tax liabilities 1,439 1,57828 Provisions 223 34229 Other liabilities 20 54Total non-current liabilities 20,035 15,817Current liabilities25 Borrowings 3,711 6,217Trade payables 5,904 5,071Deposits on returnable packaging 1,207 1,15928 Provisions 477 451Corporation tax 184 18729 Other liabilities etc. 5,293 4,607Total current liabilities 16,776 17,69223 Liabilities associated with assets held for sale - 1Total liabilities 36,811 33,510Total equity and liabilities 49,830 45,834F-94

Carlsberg Breweries GroupStatement of changes in equitySharecapitalShareholders in Carlsberg Breweries A/SCurrencytranslationFair valueadjustmentsRetainedearningsTotalreservesTotal sharecapital andreservesMinorityinterests2007DKK millionTotal equityEquity at 1 January 2007 500 288 -21 10,189 10,456 10,956 1,368 12,324Total recognised income and expenses for the year, cf.the statement on page 13- -521 86 1,771 1,336 1,336 228 1,564Capital increase - - - - - - 43 43Other - - - 2 2 2 - 2Repurchase of shares - - - 30 30 30 -198 -168Share-based payment - - - -156 -156 -156 - -156Dividends paid to shareholders - - - -445 -445 -445 -227 -672Acquisition of entities - - - - - - 82 82Total changes in equity - -521 86 1,202 767 767 -72 695Equity at 31 December 2007 500 -233 65 11,391 11,223 11,723 1,296 13,019SharecapitalShareholders in Carlsberg Breweries A/SCurrencytranslationFair valueadjustmentsRetainedearningsTotalreservesTotal sharecapital andreservesMinorityinterests2006DKK millionTotal equityEquity at 1 January 2006 500 573 1,514 9,211 11,298 11,798 1,511 13,309Total recognised income and expenses for the year, cf.the statement on page 13- -285 -1,535 1,885 65 65 200 265Capital increase - - - - - - 23 23Other - - - 4 4 4 - 4Share-based payment - - - -11 -11 -11 - -11Dividends paid to shareholders - - - -900 -900 -900 -148 -1,048Acquisition of minority interests - - - - - - -271 -271Acquisition of entities - - - - - - 53 53Total changes in equity - -285 -1,535 978 -842 -842 -143 -985Equity at 31 December 2006 500 288 -21 10,189 10,456 10,956 1,368 12,324The proposed dividend of DKK 2,600 per share, in total DKK 1,300m (2006: DKK 890 per share, in total DKK 445m), is included in retained earnings at 31 DecembeCurrency translation comprises accumulated foreign exchange adjustments arising on the translation of the financial statements of foreign entities with a functionalcurrency other than the Group's presentation currency, foreign exchange adjustment of assets and liabilities which constitute part of the Group's net investment in aforeign entity and foreign exchange adjustments of hedging transactions related to the Group's net investment in a foreign entity.Fair value adjustments comprise accumulated changes in the fair value of hedging transactions that qualify for recognition as cash flow hedges, where the hedgedtransaction has not yet been realised. Fair value adjustments also comprise a reserve for securities available for sale.F-95

Carlsberg Breweries GroupCash flow statement2007 2006Note DKK million DKK millionOperating profit before special items 5,001 3,997Adjustment for depreciation and amortisation 2,752 2,940Adjustment for impairment losses 104 36Operating profit before depreciation, amortisation and impairment losses 7,857 6,97330 Adjustment for other non-cash items -45 -630 Change in working capital -199 241Restructuring costs paid -379 -477Interest etc. received 162 174Interest etc. paid -1,257 -1,104Corporation tax paid -1,037 -929Cash flow from operating activities 5,102 4,872Acquisition of property, plant and equipment and intangible assets -4,929 -3,188Disposal of property, plant and equipment and intangible assets 339 30530 Change in trade loans -143 -200Total operational investments -4,733 -3,08331 Acquisition and disposal of entities, net -179 18Acquisition of financial assets -40 -82Disposal of financial assets 37 1,42030 Change in financial receivables 1 -122 1,894Dividends received 82 65Total financial investments -222 3,315Cash flow from investing activities -4,955 232Free cash flow 147 5,10430 Shareholders in Carlsberg Breweries A/S -421 -3,33730 Minority interests -451 -70130 External financing 308 -1,033Cash flow from financing activities -564 -5,071Net cash flow -417 33Cash and cash equivalents at 1 January 1,778 1,822Foreign exchange adjustment of cash and cash equivalents at 1 January -82 -7722 Cash and cash equivalents at 31 December 1,279 1,7781 Includes DKK 1,928 received on the sale of shares in Hite Brewery Co. Ltd. in 2006.F-96

Carlsberg Breweries GroupNote 1 Significant accounting estimates and judgementsThe 2007 Consolidated Financial Statements of the Carlsberg Breweries Group has been prepared inaccordance with International Financial Reporting Standards (IFRS) as adopted by the EU.In addition, the Consolidated Financial Statements has been prepared in compliance with the InternationalFinancial Reporting Standards (IFRS) issued by the IASB.In preparing the Carlsberg Breweries Group’s Consolidated Financial Statements, management makesvarious accounting estimates and assumptions which form the basis of recognition and measurement of theGroup’s assets and liabilities. The most significant accounting estimates and judgements are presentedbelow. The Group’s accounting policies are described in detail in note 40 to the consolidated financialstatements.Estimation uncertaintyDetermining the carrying amount of some assets and liabilities requires judgements, estimates andassumptions concerning future events.The judgements, estimates and assumptions made are based on historical experience and other factors,including judgements by consultants and specialists which management assesses to be applicable andreliable, but which by their very nature are associated with uncertainty and unpredictability. Theseassumptions may prove incomplete or incorrect, and unexpected events or circumstances may arise. TheCompany is also subject to risks and uncertainties which may lead to actual results differing from theseestimates, both positively and negatively. Specific risks for the Carlsberg Breweries Group are discussed inthe relevant section of the Management review and in the notes.Assumptions about the future and estimation uncertainty on the balance sheet date are described in thenotes where there is a significant risk of changes that could result in material adjustments to the carryingamount of assets or liabilities within the next financial year.Business combinationsFor acquisitions of new entities, the assets, liabilities and contingent liabilities of the acquiree are recognisedusing the purchase method. The most significant assets acquired generally comprise trademarks, customeragreements and non-current assets. For the determination of fair value, no active market exists for themajority of acquired assets, in particular in respect of acquired intangible assets. Accordingly, managementmakes estimates of the fair value of acquired assets, liabilities and contingent liabilities. Depending on thenature of the item, the determined fair value of an item may be associated with uncertainty and possiblyadjusted subsequently within 12 months.The unallocated purchase price (positive amounts) is recognised in the balance sheet as goodwill, which isallocated to the Group's cash-generating units. Management makes estimates of the acquired cashgeneratingunits and the allocation of goodwill. Considering the uncertainties associated with thedetermination of the acquired cash-generating units, it is the assessment of management that the allocationmade is based on documented estimates. Negative goodwill is recognised in the income statement at theacquisition date.The difference between the carrying amounts in the acquired entities and the fair value of identifiable assetsand liabilities is specified in note 31.TrademarksIn business combinations, the value of the trademarks acquired and their expected useful lives are assessedbased on the trademarks’ market position, expected long-term developments in the relevant markets and thetrademarks’ profitability.When the value of a well-established trademark is expected to be maintained for an indefinite period in therelevant markets, and these markets are expected to be profitable for a long period, the useful life of theF-97

Carlsberg Breweries Grouptrademark is determined to be indefinite. In the opinion of management, there is only a minimal risk of thecurrent situation in the markets reducing the useful life of trademarks, primarily due to the respective marketshare in each market and the current and planned marketing efforts which are helping to maintain andincrease the value of these trademarks.Measurement is based on expected future cash flows for the trademarks on the basis of key assumptionsabout expected useful life and royalty rate and a theoretically calculated tax effect. A post-tax discount rate isused which reflects the risk-free interest rate with the addition of specific and estimated future risksassociated with the particular trademark.Management performs an annual assessment of whether the current market situation in the relevant markethas reduced the value or useful lives of trademarks. When there is an indication of a reduction in the value oruseful life, the trademark is written down or amortisation is increased in line with the trademark’s shorteruseful life.Customer agreements and portfoliosIn business combinations, the value of acquired customer agreements and customer portfolios is assessedbased on the local market and trading conditions. The relationship between trademarks and customers iscarefully considered so that trademarks and customer agreements are not both recognised on the basis ofthe same underlying cash flows. In the case of breweries in Asia, there is a particularly close relationshipbetween trademark and sales, as geographical location and local trading are significant. Therefore, normallyno separate value for customer agreements will be recognised in these cases, as customer relations areclosely associated with the value of the acquired trademarks.Measurement is based on expected future cash flows for the customer agreements on the basis of keyassumptions about sales growth, operating margin, customer retention rate and theoretically calculated taxand contributions to other assets. A post-tax discount rate is used which reflects the risk-free interest ratewith the addition of specific and future risks associated with the customer agreements.Impairment testingIn performing the annual impairment test of goodwill, an assessment is made as to whether the individualunits of the entity (cash-generating units) to which goodwill relates will be able to generate sufficient positivenet cash flows in the future to support the value of goodwill and other net assets of the entity.The estimates of future net free cash flows (value in use) are based on budgets and business plans for thenext three years and projections for subsequent years. Key parameters are revenue growth, operatingmargin, future capital expenditure and growth expectations beyond the next three years. Budgets andbusiness plans for the next three years are based on concrete commercial initiatives, and the risksassociated with the key parameters are assessed and incorporated in expected future free cash flows.Projections beyond the next three years are based on general expectations and risks. Budgets and businessplans do not incorporate the effect of future restructurings and non-contracted capacity increases.Pre-tax discount rates which reflect the risk-free interest rate with the addition of specific risks in eachparticular geographical segment are used to calculate recoverable amounts. The cash flows used alreadyincorporate the effect of relevant future risks, and accordingly these risks are not incorporated in the discountrates used.For a description of impairment testing for intangible assets, see note 16.Estimates of future earnings from trademarks with an indefinite useful life are made using the same model asis used to measure trademarks in business combinations, cf. above. Assessment of indications ofimpairment of trademarks with indefinite useful lives is made at Group level, as royalty income is earnedglobally across segments.Management performs an annual test for indications of impairment of trademarks with a finite useful life otherthan the decrease in value reflected by amortisation. Impairment tests are conducted in the same way as fortrademarks with an indefinite useful life when there is an indication that the assets may be impaired.F-98

Carlsberg Breweries GroupManagement is of the opinion that there were no such indications at the end of 2007, and thereforetrademarks with a finite useful life have not been impairment-tested.Useful lives and residual values for intangible assets and property, plant and equipmentIntangible assets and property, plant and equipment are measured at cost less accumulated amortisation,depreciation and impairment. Amortisation and depreciation are recognised on a straight-line basis over theexpected useful lives, taking into account any residual value. The expected useful lives and residual valuesare determined based on past experience and expectations of the future use of the assets. The expectedfuture use and residual values may not be realised, which will require reassessment of useful lives andresidual values and recognition of impairment losses or losses on disposal of non-current assets. Theamortisation and depreciation periods used are described in the accounting policies in note 40 and the valueof non-current assets is specified in notes 15 and 17.For operating equipment in the on-trade, a physical inspection of assets is made annually and the continuinguse evaluated in order to assess any indications of impairment.RestructuringsIn connection with restructurings management reassesses useful lives and residual values for non-currentassets used in the entity undergoing restructuring. The extent and amount of onerous contracts as well asemployee and other obligations arising in connection with the restructuring are also estimated.Deferred tax assetsThe Carlsberg Breweries Group recognises deferred tax assets, including the tax base of tax losscarryforwards, if management assesses that these tax assets can be offset against positive taxable incomein the foreseeable future. This judgement is made annually and based on budgets and business plans for thecoming years, including planned commercial initiatives.The value of recognised deferred tax assets is DKK 626m (2006: DKK 715m), of which DKK 139m isexpected to be realised within 12 months and DKK 487m is expected to be realised more than 12 monthsafter the balance sheet date. The value of unrecognised tax assets (primarily tax loss carryforwards) is DKK805m (2006: DKK 552m) and is not expected to be realised in the foreseeable future.For a more detailed presentation of the Group’s tax assets, see note 27.ReceivablesReceivables are measured at amortised cost less impairment.Write-downs are made for bad debt losses due to lacking ability to pay. If the ability to pay deteriorates in thefuture, further write-downs may be necessary. Management performs analyses on the basis of customers’expected ability to pay, historical information on payment patterns and doubtful debts, and customerconcentrations, customers’ creditworthiness, collateral received and the financial situation in the Company’ssales channels.As regards loans to the on-trade, the individual group companies ensure management and control of theseloans as well as standard trade credit in accordance with group guidelines.Write-downs made are expected to be sufficient to cover losses. The financial uncertainty associated withwrite-downs for bad debt losses is considered to be limited.Retirement benefit obligations and similar obligationsWhen calculating the value of the Carlsberg Breweries Group’s defined benefit retirement benefit plans, anumber of significant actuarial assumptions are made, including discount rates, expected return on planassets and expected growth in wages and salaries and retirement benefits. The range and weighted averagefor these assumptions are disclosed in note 26. Changes in actuarial assumptions (gains or losses) arerecognised directly in equity, and amounted to an accumulated net loss of DKK 587m at 31 December 2007(2006: a loss of DKK 162m).F-99

Carlsberg Breweries GroupThe value of the Group’s defined benefit retirement benefit plans is based on valuations from externalactuaries.Provisions and contingenciesManagement assesses provisions, contingent assets and contingent liabilities and the likely outcome ofpending or probable lawsuits etc. on an ongoing basis. The outcome depends on future events that are bynature uncertain. In assessing the likely outcome of lawsuits and tax disputes etc., management bases itsassessment on external legal assistance and established precedents. In connection with large restructuringsmanagement assesses the timing of costs to be incurred, which influences the classification as current ornon-current liabilities respectively.Accounting policies appliedIn applying the Group’s accounting policies, management makes judgements which may significantlyinfluence the amounts recognised in the Consolidated Financial Statements.Such judgements include the classification of shareholdings, including joint ventures, the recognition ofrevenue and excise duties, and the timing of the recognition of revenue and costs relating to loans to the ontradeand sponsorship activities.Business combinationsWhen accounting for business combinations and new cooperation agreements, a judgement is madeconcerning the classification of the acquired entity as a subsidiary, joint venture or associate. This judgementis made on the basis of the agreements entered into on the acquisition of ownership or voting rights in theentity and on the basis of shareholder agreements etc. stipulating the actual level of influence over the entity.This classification is significant, as the recognition of proportionally consolidated joint ventures impactsdifferently on the Consolidated Financial Statements from full consolidation of subsidiaries or recognition ofassociates using the equity method. Any amendment of IFRS preventing the use of proportionalconsolidation would therefore have an impact on the consolidated financial statements. Key figures forproportionally consolidated entities are disclosed in note 34.Revenue recognitionRevenue from the sale of finished goods and goods for resale is recognised when the risk has beentransferred to the buyer. Revenue is measured excl. VAT and duties, including excise duties on beer andsoft drinks, and discounts.Management assesses the local rules on the imposition of duties for the purpose of classification either assales-related duties, which are deducted from revenue, or as part of cost of sales.Customer discounts are recognised in the same period as the sales to which they relate. Customer discountsare deducted from revenue. Customer discounts based on accumulated sales volumes over a period of timeare calculated on the basis of expected total sales based on experience from previous sales, sales up to thatdate and other current information about trading with the customer. These calculations are performed bymanagement in cooperation with sales managers.Loans to the on-tradeUnder certain circumstances the Carlsberg Breweries Group grants loans to customers in the on-trade insome markets. The agreements are typically complex and cover several aspects of the relationship betweenthe parties. Management assesses the recognition and classification of income and expenses for each ofthese agreements, including the allocation of revenue from the loan between income, customer discountsand other operating income.Special itemsThe use of special items entails management judgement in the separation from other items in the incomestatement, cf. the accounting policies. When using special items, it is crucial that these constitute significantitems of income and expenses which cannot be attributed directly to the Group’s ordinary operating activitiesbut concern fundamental structural or process-related changes in the Group and any associated gains orlosses on disposal. Management carefully considers such changes in order to ensure the correct distinctionF-100

Carlsberg Breweries Groupbetween the Group's operating activities and restructuring of the Group made to enhance the Group’s futureearnings potential.Special items also include other significant non-recurring items, such as impairment of goodwill.InventoriesThe cost of finished goods and work in progress comprises the cost of raw materials, consumables, directlabour and indirect production overheads. Indirect production overheads comprise indirect supplies andwages and salaries as well as maintenance and depreciation of the machinery, plant and equipment used forproduction, and costs of plant administration and management. Entities in the Carlsberg Breweries Groupwhich use standard costs in the measurement of inventories review these costs at least once a year. Thestandard cost is also revised if it deviates by more than 5% from the actual cost of the individual product.Indirect production overheads are calculated on the basis of relevant assumptions as to capacity utilisation,production time and other factors pertaining to the individual product.The net realisable value of inventories is calculated as the selling price less costs of completion and costsnecessary to make the sale, and is determined taking into account marketability, obsolescence anddevelopments in expected selling price. The calculation of net realisable value is mainly relevant to packingmaterials, packaging and spare parts. Net realisable value is not normally calculated for beer and soft drinksbecause their limited shelf-life means that slow-moving goods must instead be scrapped.Leases and service contractsThe Carlsberg Breweries Group has entered into a number of leases and service contracts. When enteringinto these agreements, management considers the substance of the service being rendered in order toclassify the agreement as either a lease or a service contract. In making this judgement, particularimportance is attached to whether fulfilment of the agreement depends on the use of specific assets. TheGroup’s leases and significant service contracts are disclosed in note 38.For leases an assessment is made as to whether the lease is a finance lease or an operating lease. TheCarlsberg Breweries Group has mainly entered into operating leases for standardised assets with a shortduration relative to the life of the assets, and accordingly the leases are classified as operating leases.F-101

Carlsberg Breweries GroupNotes2 Segment informationThe Carlsberg Breweries Group’s activities comprise the production and sale of beer and other beverages. In accordance with the Group’smanagement and reporting structure, beverage activities are segmented according to the geographical regions where production takesplace. Intra-segment revenue is based on arm's length prices.A segment’s operating profit/loss before special items includes revenue, operating costs and share of profit/loss in associates to the extentthat they can be allocated directly to the individual segment. Income and expenses related to Group functions have not been allocated and,as is the case with eliminations and other activities, are not included in the operating profit/loss before special items of the segments.Non-current segment assets comprise intangible assets and property, plant and equipment used directly in the operating activities of thesegment. Current segment assets are allocated to the segments to the extent that they can be allocated directly to the individual segment,including inventories, trade receivables, other receivables and prepayments.Segment liabilities comprise liabilities resulting from the operating activities of the segment, including trade payables and other payables.2007DKK millionWesternEuropeBBH Group(50%)EasternEurope excl.BBHAsiaNotallocatedBeverages,totalIncome statement:Net revenue 27,394 10,430 4,210 2,535 181 44,750Intra-segment revenue 105 5 57 - -167 -Total revenue 27,499 10,435 4,267 2,535 14 44,750Allocated 61% 23% 10% 6% - 100%Segment profit/loss 2,732 2,336 430 291 -882 4,907Share of profit/loss after tax in associates 6 2 47 39 - 94Operating profit before special items 2,738 2,338 477 330 -882 5,001Special items, net -427Financial items, net -971Profit before tax 3,603Corporation tax -1,190Consolidated profit 2,413Balance sheet:Segment assets, non-current 17,514 8,092 3,913 2,763 471 32,753Segment assets, current 7,155 1,907 1,517 943 558 12,080Investments in associates 112 28 152 299 - 591Assets held for sale 28 - 6 - - 34Other assets 4,372Total assets 49,830Segment liabilities, non-current 2,380 11 22 20 1 2,434Segment liabilities, current 8,424 1,406 1,329 904 819 12,881Liabilities associated with assets held for sale - - - - - -Interest-bearing debt, gross 19,873Other liabilities 1,623Equity 13,019Total equity and liabilities 49,830Other items:Acquisition of property, plant and equipment andintangible assets 2,004 1,657 669 517 82 4,929Depreciation and amortisation 1,551 642 405 132 111 2,841Impairment losses 8 - 101 - 4 113F-102

Carlsberg Breweries GroupNotes2 Segment informationWesternEuropeBBH Group(50%)EasternEurope excl.BBHAsiaNotallocated2006DKK millionBeverages,totalIncome statement:Net revenue 27,221 7,949 3,486 2,298 129 41,083Intra-segment revenue 86 4 23 1 -114 -Total revenue 27,307 7,953 3,509 2,299 15 41,083Allocated 66% 19% 9% 6% - 100%Segment profit/loss 2,416 1,804 100 297 -699 3,918Share of profit/loss after tax in associates 9 - 35 35 - 79Operating profit before special items 2,425 1,804 135 332 -699 3,997Special items, net -160Financial items, net -728Profit before tax 3,109Corporation tax -920Consolidated profit 2,189Balance sheet:Segment assets, non-current 17,519 6,872 3,633 2,386 517 30,927Segment assets, current 7,131 1,476 1,338 762 474 11,181Investments in associates 118 29 124 280 - 551Assets held for sale 27 - 40 38 4 109Other assets 3,066Total assets 45,834Segment liabilities, non-current 2,324 11 17 20 2 2,374Segment liabilities, current 7,637 1,094 1,111 771 675 11,288Liabilities associated with assets held for sale 1 - - - - 1Interest-bearing debt, gross 18,082Other liabilities 1,765Equity 12,324Total equity and liabilities 45,834Other items:Acquisition of property, plant and equipment andintangible assets 1,328 1,061 514 140 145 3,188Depreciation and amortisation 1,667 619 396 120 138 2,940Impairment losses 295 - 55 - - 350F-103

Carlsberg Breweries GroupNotes3 Cost of sales2007 2006DKK million DKK millionCost of materials 11,822 9,709Direct staff costs 1,239 1,105Machinery costs 759 755Depreciation, amortisation and impairment losses 1,647 1,731Indirect production overheads 2,491 2,324Purchased finished goods and other costs 4,465 4,527Total 22,423 20,151Of which staff costs, see note 13 2,019 1,9864 Sales and distribution expenses2007 2006DKK million DKK millionMarketing expenses 4,321 4,178Sales expenses 4,099 4,124Distribution expenses 6,108 5,871Total 14,528 14,173Of which staff costs, see note 13 4,028 4,0165 Fees to auditors appointed by the Annual General Meeting2007 2006DKK million DKK millionKPMG:Audit 21 19Non-audit services 25 11Non-audit services include fees for assistance in planning of acquisitions, tax consultancy and due diligence in connection withacquisitions.F-104

Carlsberg Breweries GroupNotes6 Other operating income and expenses2007 2006DKK million DKK millionOther operating incomeGains on disposal of real estate 150 79Gains on disposal of other property, plant and equipment and intangible assets38 66Interest and amortisation of on-trade loans 128 124Rental income, real estate 76 88Other, incl. grants received and repaid property tax 132 93Total 524 450Other operating expensesLoss on disposal of other property, plant and equipment and intangible assets-84 -46Losses and write-downs on on-trade loans-34 -30Real estate costs -76 -86Other -102 -86Total -296 -248Of which staff costs, see note 13 25 24F-105

Carlsberg Breweries GroupNotes7 Special items2007 2006DKK million DKK millionSpecial items, income:Gain on disposal of shares in Hite Brewery Co. Ltd. - 602Total - 602Special items, costs:Impairment loss, Türk Tuborg -100 -80Impairment of goodwill, Carlsberg Italia - -144Impairment losses and expenses relating to withdrawal fromthe market for discount soft drinks in Denmark (2007: reversal of provision) 7 -55Other impairment losses, non-current assets - -12Loss on disposal of Landskron Brauerei, Germany - -21Loss on outsourcing of Carlsberg UK’sservicing of draught beer equipment, reversal of provision - 18Termination benefits and impairment of non-current assetsin connection with new production structure in Denmark (2007: reversal of provision) 14 -74Termination benefits and impairment of non-current assetsin connection with new production structure at Sinebrychoff, Finland -3 -59Termination benefits etc. in connection with OperationalExcellence programmes -190 -188Termination benefits and expenses, establishment ofAccounting Shared Service Center in Poland -29 -60Restructuring, Carlsberg Italia -67 -58Costs in connection with outsourcing of distribution, Carlsberg Sweden -26 -Other restructuring costs etc., other entities -33 -29Total -427 -762Special items, net -427 -160If special items had been recognised in operating profit/loss before special items, theywould have been included in the following items:Cost of sales -145 -415Sales and distribution expenses -135 -170Administrative expenses -44 -60Other operating income -126 602Other operating expenses 29 -21-421 -64Impairment of goodwill -6 -96Special items, net -427 -160F-106

Carlsberg Breweries GroupNotes8 Financial income2007 2006DKK million DKK millionInterest income 156 148Dividends 19 31Fair value adjustments of financial instruments, net - 35Foreign exchange gains, net 56 58Realised gains on disposal of securities 43 13Expected return on plan assets, defined benefit plans321 333Other financial income 32 16Total 627 6349 Financial expenses2007 2006DKK million DKK millionInterest expenses 1,010 979Fair value adjustments of financial instruments, net 66 -Realised losses on disposal of securities 20 -Impairment of financial assets 4 -Interest cost on obligations, defined benefit plans 322 321Loss on other financial instruments 73 -Other financial expenses 103 62Total 1,598 1,362Other financial expenses consist mainly of payments to establish credit facilities and fees for unutilised draws on these facilities.F-107

Carlsberg Breweries GroupNotes10 Corporation tax2007 2006DKK million DKK millionTax for the year comprises:Current tax on profit for the year 939 819Change in deferred tax liabilities during the year 160 183Change in tax rate -16 -21Adjustments to tax for previous years 10 -119Total tax for the year 1,093 862Of which recognised in equity:Deferred tax on items recognised directly in equity 113 68Tax for the year on items recognised directly in equity -16 -10Tax on profit for the year 1,190 920Reconciliation of the effective tax rate for the year:Tax rate in Denmark 25.0% 28.0%Change in tax rate, Danish subsidiaries 0.8% 0.0%Change in tax rate, foreign subsidiaries -0.8% -0.8%Differences in tax rates, foreign subsidiaries -2.0% -2.2%Adjustments to tax for previous years -0.5% -4.0%Non-capitalised tax losses, net 5.3% 11.5%Non-taxable income -1.1% -2.0%Non-deductible expenses 4.6% 2.3%Tax, associates -0.1% 0.0%Special items -0.4% -5.3%Other 2.2% 2.1%Effective tax rate for the year 33.0% 29.6%The change in deferred tax liabilities recognised in the income statement can bebroken down as follows:Tax losses -198 114Change in tax rate -16 -21Intangible assets and property, plant and equipment etc. 471 137Deferred tax liabilities recognised in income statement 257 230F-108

Carlsberg Breweries GroupNotes11 Minority interests2007 2006DKK million DKK millionMinority interests’ share of profit for the year relates to the following:BBH Group 254 238Carlsberg Brewery Malaysia Berhad 60 68Other -20 -24Total 294 28212 Earnings per share2007 2006DKK million DKK millionConsolidated profit 2,413 2,189Minority interests -294 -282Shareholders in Carlsberg Breweries A/S 2,119 1,9071,000 shares 1,000 sharesAverage number of shares 500 500Average number of treasury shares - -Average number of shares outstanding 500 500Average dilutive effect of outstanding share options - -Diluted average number of shares outstanding 500 500DKKDKKEarnings per share of DKK 1,000 (EPS) 4,238 3,814Diluted earnings per share of DKK 1,000 (EPS-D) 4,238 3,814F-109

Carlsberg Breweries GroupNotes13Staff costs and remuneration of the Board of Directors, the Executive Board and other executive employees2007 2006DKK million DKK millionSalaries and other remuneration 5,971 5,708Termination benefits 176 116Social security costs 839 816Retirement benefit costs - defined contribution plans 184 221Retirement benefit costs - defined benefit plans 158 189Share-based payment 1 19 9Other employee benefits 97 153Total 7,444 7,212Staff costs are included in the following items in the income statement:Cost of sales 2,019 1,986Sales and distribution expenses 4,028 4,016Administrative expenses 1,158 1,082Other operating expenses 25 24Special items (restructuring) 214 104Total 7,444 7,212The Group had an average of 33,276 (2006: 31,537) full-time employees during the year.Remuneration of key management personnel:2007 2006DKK millionDKK millionExecutiveBoardExecutiveemployeesExecutiveBoardExecutiveemployeesSalaries and other remuneration 26 25 22 16Retirement benefit costs - 2 - 2Share-based payment 1 6 2 1 1Total 32 29 23 191 Share-based payment comprises the cost of options granted to the Group's former CEO, which are expensed prematurely inconnection with resignation. Share-based payment is specified in note 14.Remuneration of the Group Executive Board and executive employees is based on a fixed salary and cash bonus payments of upto 50% of the fixed salary and non-monetary benefits such as company car, telephone etc. Furthermore, share option programmesare established for the Group Executive Board and executive employees.Employment contracts for members of the Group Executive Board contain terms and conditions that are common to executiveboard members in subsidiaries of Danish listed group companies, including terms of notice and non-competition clauses.In respect of other benefits and bonus schemes, the remuneration of directors in foreign subsidiaries is based on local terms andconditions.Executive employees comprise Senior Vice Presidents and Vice Presidents engaged in Carlsberg Breweries’s headquarters inCopenhagen, a total of 14 persons (2006: 12 persons), who, directly or indirectly, have influence over and responsibility forplanning, implementing and controlling the Group's activities.The Board of Directors of Carlsberg Breweries A/S received emoluments of DKK 0m (2006: DKK 0m).F-110

Carlsberg Breweries GroupNotes14 Share-based paymentThe Carlsberg Breweries Group has set up a share option programme to attract, retain and motivate the Group’s key management personnel and to align their interests with those of shareholders. Key management personnelcomprises the Group Executive Board, executive employees and the managements of significant subsidiaries. No share option programme has been set up for Carlsberg A/S’s Board of Directors.In 2007, a total of 212,600 (2006: 215,750) share options were granted to 143 (2006: 150) key employees. The grant date fair value of these options was a total of DKK 28 million (2006: DKK 19 million). Each share option entitles theholder to purchase one class B share in Carlsberg A/S. The options may only be settled in shares (equity-settled scheme).Share options vest currently over a period of three years from the grant date. The options may be exercised no earlier than three years and no later than eight years after the grant date. Upon resignation, a proportion of the options maybe exercised within one to three months. Special terms and conditions apply in the case of retirement, illness, death and changes in Carlsberg A/S’ capital resources.The total cost of share-based payment is DKK 19 million (2006: DKK 9 million), which is recognised in the income statement and included in staff costs. Refunds etc. between Carlsberg A/S, Carlsberg Breweries A/S and subsidiaries inthe Carlsberg Breweries Group are recognised directly in equity and total DKK 48 million (2006: DKK 11 million). Expected future refunds based on the fair value of share options at year end are recognised directly in equity by DKK 108million (2006: DKK 0 million).NumberExercise priceFair valueGrant year1 Jan.Expired/31 Dec. For exerciseExercise year 2007 Granted forfeited Exercised Transferred 12007 31 Dec.Fixed Per option31 Dec.200731 Dec.2006Executive Board2001 2004-2009 14,700 - - - -7,350 7,350 7,350 386.54 236.05 2 32002 2005-2010 14,700 - - - -7,350 7,350 7,350 323.82 300.95 2 42003 2006-2011 21,000 - - - -10,500 10,500 10,500 214.47 406.42 4 72004 2007-2012 26,250 - - - -15,750 10,500 10,500 268.39 357.27 4 82005 2008-2013 25,000 - - - -15,000 10,000 - 288.29 341.41 3 72006 2009-2014 30,000 - - - -20,000 10,000 - 380.18 270.30 3 72007 2010-2015 - 40,000 - - -20,000 20,000 - 584.86 153.95 3 -Total 131,650 40,000 - - -95,950 75,700 35,700 21 36Key management personnel2001 2004-2009 32,000 - - -22,050 -1,575 8,375 8,375 386.54 236.05 2 52002 2005-2010 23,775 - - -14,325 -1,575 7,875 7,875 323.82 300.95 2 62003 2006-2011 19,625 - - -8,025 -1,575 10,025 10,025 214.47 406.42 4 72004 2007-2012 114,450 - -350 -80,163 -1,575 32,362 32,362 268.39 357.27 12 352005 2008-2013 134,500 - -11,001 -15,916 -1,167 106,416 - 288.29 341.41 36 402006 2009-2014 176,250 - -25,417 -9,166 -833 140,834 - 380.18 270.30 38 402007 2010-2015 - 172,600 -15,750 - -1,500 155,350 - 584.86 153.95 24 -Total 500,600 172,600 -52,518 -149,645 -9,800 461,237 58,637 118 133Retired employees2001 2004-2009 12,100 - - - 8,925 21,025 21,025 386.54 236.05 5 22002 2005-2010 7,875 - - - 8,925 16,800 16,800 323.82 300.95 5 22003 2006-2011 12,075 - - - 12,075 24,150 24,150 214.47 406.42 10 42004 2007-2012 13,125 - - - 16,800 29,925 29,925 268.39 357.27 11 42005 2008-2013 7,500 - - - 16,167 23,667 - 288.29 341.41 8 22006 2009-2014 3,000 - - - 20,833 23,833 - 380.18 270.30 7 12007 2010-2015 - - - - 21,500 21,500 - 584.86 153.95 3 -Total 55,675 - - - 105,225 160,900 91,900 49 15Total 687,925 212,600 -52,518 -149,645 -525 697,837 186,237 188 1841 The number of transferred options relates to employees relocated internally in the Group and where granted options therefore vest in another entity than the entity originally granting the options.F-111

Carlsberg Breweries GroupNotes14 Share-based payment2007 2006ExecutiveBoard Other Resigned TotalAverageexercise priceExecutiveBoard Other Resigned TotalAverageexercise priceShare options outstanding at 1 January 131,650 500,600 55,675 687,925 316.96 101,650 489,325 - 590,975 288.24Granted 40,000 172,600 - 212,600 584.86 30,000 185,750 - 215,750 380.18Expired/forfeited - -52,518 - -52,518 421.57 - -25,867 - -25,867 308.09Exercised - -149,645 - -149,645 297.18 - -92,933 - -92,933 287.47Transferred -95,950 -9,800 105,225 -525 366.29 - -55,150 55,150 - 299.21Share options outstanding at 31 December 75,700 461,237 160,900 697,837 394.95 131,650 501,125 55,150 687,925 316.96Exercisable at 31 December 35,700 58,637 91,900 186,237 288.30 50,400 75,400 32,050 157,850 307.26The average share price at the exercise date for share options was DKK 631 (2006: DKK 445).At 31 December 2007 the exercise price for outstanding share options was in the range DKK 214.47 to DKK 584.86 (2006: DKK 214.47 to DKK 386.54). The average remaining contractual life was 5.4 years (2006: 5.5 years).The fair value of granted share options is estimated using the Black-Scholes call option pricing model based on the exercise price.The assumptions underlying the calculation of the grant date fair value for share options granted in 2007 and 2006 are as follows:2007 2006Fair value per option 136.67 89.37Share price 584.86 380.18Exercise price 584.86 380.18Volatility 19% 19%Risk-free interest rate 3.9% 3.3%Dividend yield 1.0% 1.3%Expected life of share options 5,5 år 5,5 årThe share price and the exercise price are calculated as the average price of Carlsberg A/S’s class B shares on OMX Nordic Exchange Copenhagen A/S the first five trading days after the publication of Carlsberg A/S’s annualfinancial statement following the granting of the options.The expected volatility is based on the historical volatility in the price of Carlsberg A/S’s class B shares over the last two yearsThe risk-free interest rate is the interest rate on Danish government bonds of the relevant maturity, while the dividend yield is calculated as DKK 5 per share divided by the share priceThe expected life of share options is based on exercise in the middle of the exercise period.F-112

Carlsberg Breweries GroupNotes15 Intangible assets2007DKK millionGoodwillTrademarksOtherintangibleassets Prepayments TotalCost:Cost at 1 January 2007 8,732 902 1,469 149 11,252Acquisition of entities 87 20 32 - 139Additions83 1 84 6 174Disposals -1 - -54 2 -53Foreign exchange adjustments etc. -152 3 -10 -2 -161Transfers - - 9 -9 -Cost at 31 December 2007 8,749 926 1,530 146 11,351Amortisation and impairment losses:Amortisation and impairment losses at 1 January 2007 4 104 1,072 - 1,180Amortisation - 17 191 2 210Impairment losses 6 - - - 6Disposals - - -41 - -41Foreign exchange adjustments etc. - 1 -3 - -2Amortisation and impairment lossesat 31 December 200710 122 1,219 2 1,353Carrying amount at 31 December 2007 8,739 804 311 144 9,9982007 2006DKK million DKK millionAmortisation and impairment losses for the year are included in:Cost of sales 11 6Sales and distribution expenses 47 61Administrative expenses 152 189Special items 6 112Total 216 368F-113

Carlsberg Breweries GroupNotes15 Intangible assets2006DKK millionGoodwillTrademarksOtherintangibleassets Prepayments TotalCost:Cost at 1 January 2006 8,407 843 1,406 54 10,710Acquisition of entities 456 69 21 - 546Additions374 - 112 101 587Disposal of entities - - -4 - -4Disposals -385 - -56 - -441Foreign exchange adjustments etc. -120 -10 -16 - -146Transfers - - 6 -6 -Cost at 31 December 2006 8,732 902 1,469 149 11,252Amortisation and impairment losses:Amortisation and impairment losses at 1 Januar 2006 275 74 896 - 1,245Amortisation - 16 240 - 256Impairment losses 96 16 - - 112Disposal of entities - - -3 - -3Disposals -385 - -48 - -433Foreign exchange adjustments etc. 18 -2 -13 - 3Amortisation and impairment lossesat 31 December 20064 104 1,072 - 1,180Carrying amount at 31 December 2006 8,728 798 397 149 10,0722007 2006Additions to goodwill during the year can be specified as follows: DKK million DKK millionAcquisition of minority shareholdings:BBH Group 83 348Carlsberg Deutschland - 2683 374Acquisition of entities, see note 31 87 456Total 170 830The carrying amount of trademarks which have an indefinite useful life and are therefore not amortised was DKK 654m (2006:DKK 654m) at 31 December 2007, equivalent to 81% (2006: 82%) of the capitalised trademarks - primarily the Carlsberg, Tuborgand Holsten trademarks. Management assesses that the value of these trademarks can be maintained for an indefinite period, asthese are well-established trademarks in the markets concerned and these markets are expected to be profitable in the longerterm. In the opinion of management, there is only a minimal risk of the current situation in the markets reducing the useful life ofthese trademarks, primarily due to the respective market share in each market and the current and planned marketing effortswhich are helping to maintain and increase the value of these trademarks.The carrying amount of other intangible assets at 31 December 2007 includes capitalised software costs of DKK 125m (2006:DKK 205m) and beer delivery rights of DKK 77m (2006: DKK 103m).Research and development costs of DKK 45m (2006: DKK 35m) have been recognised in the income statement.F-114

Carlsberg Breweries GroupNotes16 Impairment testGoodwill and trademarks with an indefinite useful lifeThe Carlsberg Breweries Group performs impairment tests for the Group’s cash-generating units. The cash-generating units are basedon the management structure. Internal financial control is generally carried out at country level. Impairment test of goodwill is performedat country level and not segment level.Trademarks are impairment-tested at Group level, as royalty income is earned globally across segments.For the Group's cash-generating units at segment level, the carrying amount of goodwill and trademarks with an indefinite useful life at31 December was as follows:2007DKK millionGoodwill Trademarks 1 Total %Western Europe 4,159 654 4,813 51%BBH Group (50%) 1,999 - 1,999 21%Eastern Europe excl. BBH 1,190 - 1,190 13%Asia 1,391 - 1,391 15%Total 8,739 654 9,393 100%2006DKK millionGoodwill Trademarks 1 Total %Western Europe 4,195 652 4,847 52%BBH Group (50%) 1,946 - 1,946 21%Eastern Europe excl. BBH 1,143 2 1,145 12%Asia 1,444 - 1,444 15%Total 8,728 654 9,382 100%1 The trademark is allocated to the segment that owns the trademark. Royalty income generated by the trademark is earned globally andacross segments.General assumptionsAt 31 December 2007 no goodwill was associated with cash-generating units comprising 10% or more of the total carrying amount ofgoodwill and trademarks with an indefinite useful life.The Carlsberg Breweries Group performed impairment tests of the carrying amount of goodwill and trademarks with an indefinite usefullife at 31 December 2007. Impairment tests are performed in the 4th quarter each year based on the budgets and business plansapproved by the Board of Directors and the Executive Board and other assumptions.TrademarksTrademarks are impairment-tested at Group level. The impairment test is based on expected future free cash flows primarily from theroyalty income generated by the individual trademark. Key assumptions include royalty rate, useful life and a theoretically calculated taxeffect. A post-tax discount rate is used which reflects the risk-free interest rate with the addition of specific and estimated future risksassociated with the particular trademark.The impairment test of trademarks is based on a comparison of the recoverable amount, corresponding to the discounted value of theexpected future free cash flow, with the carrying amount of the individual trademark.F-115

Carlsberg Breweries GroupNotes16 Impairment testGoodwillThe impairment test of goodwill is based on the discounted value of expected future free cash flows from the cash-generating unit. Theexpected future free cash flow is based on budgets and business plans for the next three years and projections for subsequent years.Key parameters include developments in revenue, operating margin, future capital expenditure and growth expectations beyond the nextthree years. Budgets and business plans do not incorporate the effect of future restructurings and non-contracted capacity increases.Budgets and business plans for the next three years are based on concrete future commercial initiatives, and the risks associated withthe key parameters are assessed and incorporated in expected future free cash flows. Projections beyond the next three years arebased on general expectations and risks. The terminal value beyond the next three years takes account of general growth expectationsfor the brewery industry in the relevant segments. Growth rates are not expected to exceed the average long-term growth rate for theGroup’s individual geographical segments. The average growth rates for the terminal period are shown below.Pre-tax discount rates are applied in calculating the recoverable amounts and reflect the risk-free interest rate with the addition ofspecific risks in the individual geographical segments. The effect of the estimated future risks is incorporated in the cash flows used, andthese risks are not included in the discount rates used.The impairment test of cash-generating units is based on a comparison of the recoverable amount, corresponding to the discountedvalue of the expected future free cash flow, with the carrying amount of the individual cash-generating unit. The carrying amountcomprises goodwill and other net assets.Growth in the terminal periodDiscount rates 1Significant assumptions: 2007 2006 2007 2006GoodwillWestern Europe 0,5% 0,5% 4,2-6,5% 4-6%BBH Group 2.5% 2.5% 8,3% 8,5%Eastern Europe excl. BBH 1,5% 1,5% 7-16% 6,5-18%Asia 2,5% 2,5% 4,5-10,9% 4,5-10,5%Trademarks 0-3% 0-3% 4-7% 4-7%1 Pre-tax discount rates are used for goodwill, whereas post-tax discount rates are used for trademarks.Western Europe is characterised by stable volumes but also by continuing stiff competition, requiring ongoing optimisation of coststructures and use of capital. A slight increase in revenue is expected in Western Europe in the next three years, while the ongoingExcellence programmes, including Logistic Excellence, and restructuring initiatives already implemented in key countries, are expectedto contribute to productivity improvements and cost savings, and thus an improved operating margin. Some countries will continue to becharacterised by a high level of investment as a result of changes to production structure.The BBH Group is characterised both by growth in the market and increasing market shares, driven among other things by significantinvestments in increased capacity, marketing, innovation and the introduction of new products. Revenue in the BBH Group is expectedto rise, with costs expected to rise in line with this, resulting in a stable operating margin. The level of investment is expected to bemaintained at a high level to support growth.Eastern Europe excl. BBH is among the Group’s growth markets, with increases expected in both revenue and operating margin. TheGroup’s Excellence programmes and product innovation are expected to contribute to improved earnings. The free cash flow in thecoming years will continue to be influenced by a high level of investment.Asia is also a growth area, with significant growth in China and Indochina in particular. Increases in revenue and operating margin on theemerging markets are expected, while stable earnings are expected on the mature markets. The ongoing marketing of the CarlsbergChill brand is expected to make a positive contribution to sales and earnings.F-116

Carlsberg Breweries GroupNotes16 Impairment testImpairment losses:Based on the impairment tests performed, the following impairment losses have been recognised in respect of goodwill, trademarks withan indefinite useful life and other non-current assets:2007 2006DKK million DKK millionGoodwillCarlsberg Italia - 94Other 6 2TrademarksOther - 16Property, plant and equipmentTürk Tuborg 100 80Carlsberg Italia - 41Carlsberg Danmark - 71Other 7 46Total 113 350Türk Tuborg continues to operate under difficult market conditions on a declining market, resulting in an unsatisfactory development inearnings and lower expectations of future earnings. The impairment test of Türk Tuborg still results in a negative net present value offuture cash flows, which led to write-downs of non-current assets by DKK 100m in 2007 (2006: DKK 80m). In 2005 all goodwill related toTürk Tuborg was written off.In 2006 impairment losses were recognised in respect of Carlsberg Italia due to difficult market conditions on a declining market,resulting in an unsatisfactory development in earnings and lower expectations of future earnings. The total goodwill relating to CarlsbergItalia was written off as a result.Other impairment losses in respect of property, plant and equipment in 2006 and 2007 relate to restructuring projects.The impairment losses are recognised under special items in the income statement and included in the segments Eastern Europe (TürkTuborg) and Western Europe (Carlsberg Italia, Carlsberg Danmark and other).Based on the impairment tests performed, there were no indications of further impairment of goodwill and trademarks with an indefiniteuseful life at 31 December 2007.According to sensitivity analyses, growth in the terminal period can be reduced by up to 0.5 percentage points or the discount rate canbe increased by up to 3.8 percentage points without resulting in any impairment losses in respect of Western Europe, the BBH Groupand Eastern Europe. In Asia growth in the terminal period can be reduced by up to 2.5 percentage points or the discount rate can beincreased by up to 6 percentage points without resulting in any impairment losses.F-117

Carlsberg Breweries GroupNotes17 Property, plant and equipmentLand andbuildingsPlant andmachineryFixturesand fittings,other plantandequipmentConstructioninprogress2007DKK millionTotalCost:Cost at 1 January 2007 12,182 21,977 8,260 1,137 43,556Acquisition of entities 53 97 10 7 167Additions 165 1,542 935 2,093 4,735Disposals -334 -498 -730 -1 -1,563Foreign exchange adjustments etc. -190 -284 -5 -38 -517Transfers 224 608 230 -1,062 -Transfer to/from assets held for sale 13 - - - 13Cost at 31 December 2007 12,113 23,442 8,700 2,136 46,391Depreciation and impairment losses:Depreciation and impairment losses at 1 January 2007 4,240 13,910 5,811 - 23,961Disposals -214 -439 -708 - -1,361Foreign exchange adjustments etc. -25 -103 13 - -115Depreciation 324 1,383 924 - 2,631Impairment losses 2 105 - - 107Depreciation and impairment losses at 31 December 2007 4,327 14,856 6,040 - 25,223Carrying amount at 31 December 2007 7,786 8,586 2,660 2,136 21,168Assets held under finance leases:Cost 10 126 36 - 172Depreciation and impairment losses -2 -71 -29 - -102Carrying amount at 31 December 2007 8 55 7 - 70Carrying amount of assetspledged as security for loans 325 - - - 3252007 2006DKK million DKK millionDepreciation and impairment losses are included in:Cost of sales 1,636 1,725Sales and distribution expenses 860 856Administrative expenses 139 139Special items 103 202Total 2,738 2,922F-118

Carlsberg Breweries GroupNotes17 Property, plant and equipmentLand andbuildingsPlant andmachineryFixturesand fittings,other plantandequipmentConstructioninprogress2006DKK millionTotalCost:Cost at 1 January 2006 12,125 21,888 8,504 1,049 43,566Acquisition of entities 43 93 14 1 151Disposal of entities -38 -121 -40 - -199Additions 260 1,002 799 924 2,985Disposals -193 -945 -1,006 -3 -2,147Foreign exchange adjustments etc. -167 -381 -167 -13 -728Transfers 224 441 156 -821 -Transfer to/from assets held for sale -72 - - - -72Cost at 31 December 2006 12,182 21,977 8,260 1,137 43,556Depreciation and impairment losses:Af- og nedskrivninger pr. 1. januar 2006 4,040 13,616 5,930 - 23,586Disposal of entities -22 -70 -34 - -126Disposals -46 -948 -901 - -1,895Foreign exchange adjustments etc. -103 -250 -119 - -472Depreciation 365 1,409 910 - 2,684Impairment losses 55 153 30 - 238Reversal of impairment losses -22 - -5 - -27Transfer to/from assets held for sale -27 - - - -27Depreciation and impairment losses at 31 December 2006 4,240 13,910 5,811 - 23,961Carrying amount at 31 December 2006 7,942 8,067 2,449 1,137 19,595Assets held under finance leases:Cost 10 132 66 - 208Depreciation and impairment losses -2 -60 -49 - -111Carrying amount at 31 December 2007 8 72 17 - 97Carrying amount of assetspledged as security for loans 283 32 - - 315Fixtures and fittings, other plant and equipment include rolling equipment such as cars and trucks, draught beer equipment,coolers, returnable packaging and office equipment.Leased assets with a carrying amount of DKK 70m (2006: DKK 97m) have been pledged as security for lease liabilities totallingDKK 65m (2006: DKK 87m).F-119

Carlsberg Breweries GroupNotes18 Investments in associates2007 2006DKK million DKK millionCost:Cost at 1 January 415 1,041Acquisition of entities - 11Additions 31 5Disposals -20 -66Foreign exchange adjustments etc. -15 -44Transfers incl. prepayments in connection with business combinations - -532Cost at 31 December 411 415Value adjustments:Value adjustments at 1 January 136 40Disposals 14 66Dividends -60 -32Share of profit after tax 94 79Foreign exchange adjustments etc. -4 -9Transfers - -8Value adjustments at 31 December 180 136Carrying amount at 31 December 591 5512007DKK millionNetrevenueProfit forthe yearafter tax Assets LiabilitiesCarlsberg Breweries Group shareOwnershipinterestProfit forthe yearafter taxKey figures for associates:Tibet Lhasa Brewery Co. Ltd. 166 45 322 50 33% 15 99Lanzhou Huanghe Jianjiang Brewery Company 313 33 345 108 30% 10 69Other associates, Asia (4 entities) 298 34 294 100 30-49,8% 16 77International Breweries BV 481 52 628 404 16% 11 42Nuuk Imeq A/S 152 27 225 72 31.9% 9 22Other 2,017 114 2,406 371 20-25% 33 28294 591EquityF-120

Carlsberg Breweries GroupNotes18 Investments in associates2006DKK millionCarlsberg Breweries Group shareNetrevenueProfit forthe yearafter tax Assets LiabilitiesOwnershipinterestProfit forthe yearafter taxEquityKey figures for associates:Tibet Lhasa Brewery Co. Ltd. 138 38 336 17 33% 13 117Lanzhou Huanghe Jianjiang Brewery Company 299 22 336 144 30% 7 61Other associates, Asia (4 entities) 226 26 268 121 30-49% 12 66International Breweries BV 416 67 562 471 16% 8 36Nuuk Imeq A/S 140 20 264 88 31.9% 10 28Other 2,138 93 2,441 1,940 20-25% 29 24379 5512007 2006DKK million DKK millionFair value of investments in listed associates:The Lion Brewery Ceylon, Biyagama, Sri Lanka 26 40Total26 40The Carlsberg Group also has minor investments in associates in which the Group is unable to exercise significant influence, as aresult of which these investments are classified as securities.19 Securities2007 2006DKK million DKK millionSecurities are classified in the balance sheet as follows:Non-current assets 100 107Current assets 34 8Total 134 115Types of security:Unlisted shares 134 115Total 134 115Securities classified as current assets are those expected to be sold within one year of the balance sheet date.Shares in unlisted entities comprise a number of small holdings. These assets are not recognised at fair value as the fair valuecannot be calculated on an objective basis. Instead the assets are recognised at cost.F-121

Carlsberg Breweries GroupNotes20 Receivables2007 2006DKK million DKK millionReceivables are included in the balance sheet as follows:Trade receivables 6,300 6,110Other receivables 2,695 925Total current receivables 8,995 7,035Non-current receivables 1,476 1,139Total 10,471 8,174Trade receivables comprise invoiced goods and services plus short-term loans to customers in the on-trade.Other receivables comprise VAT receivables, loans to associates, interest receivables and other financial receivables.Non-current receivables consist mainly of on-trade loans. Non-current receivables fall due more than one year from the balance sheetdate, of which DKK 478m (2006: DKK 122m) falls due more than five years from the balance sheet date.2007 2006DKK million DKK millionReceivables by origin:Receivables from the sale of goods and services 5,715 5,437On-trade loans 1,626 1,711Loans to associates 4 161Loans to group enterprises 1,658 -Fair value of hedging instruments 118 36Other receivables 1,350 829Total 10,471 8,174Receivables from the sale of goods and services fall due as follows:2007 2006DKK million DKK millionNot fallen due or written down 4,470 4,302Falling due in less than 30 daysFalling due between 30 and 90 daysFalling due in more than 90 days781 721316 294148 120Carrying amount at 31 December 5,715 5,437Receivables from the sale of goods and services and loans are recognised net of write-downs for bad debt losses.F-122

Carlsberg Breweries GroupNotes20 ReceivablesWrite-downs are specified as follows:Write-downs at 1 JanuaryWrite-downs for the yearRealised bad debt lossesReversed write-downsWrite-downs at 31 December2007 2006DKK million DKK million-860 -887-191 -431163 39338 65-850 -860No significant losses were incurred in respect of an individual trade receivable or on-trade loan in 2007 (2006: DKK 105m in respect ofreceivables in the UK and Sweden).In a number of cases the Group receives security for sales on credit and loans to the on-trade. Such security is taken into accountwhen assessing the necessary write-downs for bad debt losses. Security may comprise financial guarantees or pledges. The maximumcredit risk is reflected in the carrying amounts of the individual receivables.In 2006 a loan was granted to Baltic Beverages Holding AB.On-trade loans are concentrated in the UK, Germany and Switzerland, and spread across a large number of debtors. These loans arelargely secured against various forms of collateral. Apart from these, there is no concentration of credit risk.On-trade loans are recognised at amortised cost. Based on discounted cash flows using the interest rates at the balance sheet date,these loans have a fair value of DKK 1,687m (2006: DKK 1,806m). For other receivables, the carrying amount essentially correspondsto fair value.2007 2006% %Average effective interest rates:Loans to associates 5.2 4.3On-trade loans 8.6 7.8PrepaymentsCosts of DKK 72m related to the offer for Scottish & Newcastle plc are included in prepayments.F-123

Carlsberg Breweries GroupNotes21 Inventories2007 2006DKK million DKK millionRaw materials and consumables 2,015 1,542Work in progress 289 233Finished goods 1,514 1,445Total 3,818 3,220Production costs of inventories sold amount to DKK 22,048m (2006: DKK 19,757m).Packing materials, packaging and spare parts are measured at the lower of net realisable value and cost. Write-downs ofinventories to net realisable value amount to DKK 3m (2006: DKK 4m) and are included in cost of sales.Obsolete beer and soft drinks and raw materials are generally scrapped because of their limited shelf-life and written down toDKK 0. Scrapped goods are included in production costs.22 Cash and cash equivalents2007 2006DKK million DKK millionCash at bank and in hand 2,026 2,264Short-term marketable securities with a term of three months or less- 3Total 2,026 2,267In the cash flow statement, bank overdrafts are offset against cash and cash equivalents as follows:Cash and cash equivalents 2,026 2,267Bank overdrafts -747 -489Cash and cash equivalents, net 1,279 1,778Of which pledged as security 310 210Short-term bank deposits amounted to DKK 1,213m (2006: DKK 1,456m). The average interest rate on these deposits was 5.4%(2006: 5.8%), and the average duration was 60 days (2006: 72 days).The maximum credit risk on cash and cash equivalents is reflected in the carrying amount.Proportionally consolidated entities’ share of cash and cash equivalents is specified in note 34.F-124

Carlsberg Breweries GroupNotes23 Assets held for sale and associated liabilities2007 2006DKK million DKK millionAssets held for sale comprise the following individual assets:Intangible assets 34 72Property, plant and equipment - 37Total 34 109Liabilities associated with assets held for sale:Deferred tax liabilities - 1Total - 1Assets held for sale primarily comprise land and property which are disposed of as part of the Carlsberg Breweries Group'sstrategy to optimise production and logistics and reduce the amount of capital tied up. Identification of and negotiations withbuyers have begun, and sales agreements have been entered into or are expected to be entered into in 2008.The selling price is expected to exceed the carrying amount of assets held for sale. Accordingly, no depreciation or impairmentlosses have been recognised in the income statement.Assets (properties) which no longer qualify for recognition as assets held for sale have been transferred to property, plant andequipment in 2007 as a result of ongoing sales negotiations not proceeding as expected. This involves an amount of DKK 13mand has affected the income statement by a total of DKK 0.5m in depreciation.Assets (shares) which no longer qualify for recognition as assets held for sale have been transferred to financial assets in 2007as a result of ongoing sales negotiations not proceeding as expected. This involves an amount of DKK 37m.Gains on the disposal of assets held for sale are recognised in the income statement under other operating income. The gainsrecognised as income in all material respects relate to disposal of depots and properties and total DKK 54m (2006: DKK 43m).Information on the segment in which assets held for sale are included is provided in note 2.24 Share capitalThe share capital amounted to DKK 500m divided into shares in denominations of DKK 1,000 and multiples thereof. None of theshares confer any special rights. The share capital is owned by Carlsberg A/S, Copenhagen, Denmark.In 2001 the share capital was increased by DKK 200m through cash/non-cash contribution. No further changes to share captitalhas taken place.Carlsberg Breweries A/S is included in the consolidated accounts for Carlsberg A/S.Provisions governing alterations to the Articles of AssociationIn order to pass a resolution for the alteration of the Articles of Association, it is required that at least two-thirds of the possiblenumber of votes representing the total share capital shall be represented at the general meeting and that the resolution shall bepassed by two-thirds of both the total number of votes cast and of the voting share capital represented at the general meeting.If the prescribed portion of the voting share capital is not sufficiently represented at the general meeting, but a resolution isnonetheless passed by the above qualified majority, such resolution may be finally passed at an extraordinary general meetingconvened by the Board of Directors within fourteen days after the first general meeting. For the resolution to be validly passed atthis second general meeting it is required that two-thirds of both the total number of votes cast and of the voting share capitalrepresented at the general meeting shall vote in favour of the resolution, notwithstanding the size of the share capitalrepresented at the meeting.F-125

Carlsberg Breweries GroupNotes25 Borrowings2007 2006DKK million DKK millionNon-current borrowings:Issued bonds 4,539 4,960Mortgages 1,451 205Bank borrowings 9,588 6,116Lease liabilities 38 60Other non-current borrowings 1 546 524Total 16,162 11,865Current borrowings:Issued bonds - 3,873Current portion of other non-current borrowings 196 331Bank borrowings 2,493 1,092Lease liabilities 28 27Other current borrowings 994 894Total 3,711 6,217Total non-current and current borrowings 19,873 18,082Fair value 20,024 18,2941 Other non-current borrowings include loans from associates of DKK 373m (2006: DKK 0m).All borrowings are measured at amortised cost.Time to maturity for non-current borrowings:2007DKK million1-2 years 2-3 years 3-4 years 4-5 years > 5 years TotalIssued bonds - - 2,507 1 2,031 4,539Mortgages 203 1 - - 1,247 1,451Bank borrowings 480 5,619 61 408 3,020 9,588Lease liabilities 24 11 1 1 1 38Other non-current borrowings 2 156 1 - 387 546Total 709 5,787 2,570 410 6,686 16,1622006DKK million1-2 years 2-3 years 3-4 years 4-5 years > 5 years TotalIssued bonds - - - 2,737 2,223 4,960Mortgages 4 4 197 - - 205Bank borrowings 284 2,856 84 52 2,840 6,116Lease liabilities 30 18 9 3 - 60Other non-current borrowings 329 1 182 - 12 524Total 647 2,879 472 2,792 5,075 11,865Interest rate risk at 31 December:2007DKK millionInterestrateAverageeffectiveinterest rateFixed forCarryingamountInterestrate riskIssued bonds:GBP 250m maturing 12 December 2011 2 Fixed 6.63% 3-4 years 2,507 Fair valueGBP 200m maturing 26 February 2013 Fixed 7.01% > 5 years 2,032 Fair valueTotal issued bonds 6.80% 4,539Mortgages:Floating rate 3 Floating 4.06% 0-1 year 1,246 Cash flowsFixed rate Fixed 6.21% 2-3 years 205 Fair valueTotal mortgages 4.36% 1,4512 Swaps have been used to change the interest rate to a fixed EUR rate of 5.43%.3 The floating-rate loans will be repriced in January 2008 at a rate of 4.92%.F-126

Carlsberg Breweries GroupNotes25 Borrowings2007Currency profile of borrowings before and afterderivative financial instrumentsNext repricing (of principal before currency swaps)DKK millionOriginalprincipalEffect ofswap After swap 2008 2009 2010 2011 2012 2013-CHF 1,734 494 2,228 387 1,347 - - - -DKK 1,734 -2,748 -1,014 1,529 205 - - - -EUR 8,521 706 9,227 4,290 19 3,732 94 1 385GBP 4,711 -2,157 2,554 170 1 1 2,507 - 2,032NOK 203 816 1,019 203 - - - - -PLN 668 1,838 2,506 658 2 2 2 2 2RUB 111 - 111 111 - - - - -SEK 116 79 195 116 - - - - -TRY 316 - 316 316 - - - - -USD 1,365 143 1,508 1,119 45 45 156 - -Other 394 829 1,223 365 5 - 24 - -Total 19,873 - 19,873 9,264 1,624 3,780 2,783 3 2,419See also note 35 Financial risks.Interest rate risk at 31 December:2006DKK millionInterestrateAverageeffectiveinterest rateFixed forCarryingamountInterestrate riskIssued bonds:GBP 250m maturing 12 December 2011 4 Fixed 6.63% 4-5 year 2,737 Fair valueGBP 200m maturing 26 February 2013 Fixed 7.01% > 5 year 2,223 Fair valueEUR 500m maturing 5 July 2007 Fixed 5.63% 0-1 year 3,763 Fair valueRUB 1bn maturing 20 November 2007 Fixed 8.75% 0-1 year 110 Fair valueTotal issued bonds 6.33% 8,833Mortgages:Fixed rate Fixed 5.21% 3-4 years 205Total mortgages 5.21% 2054 Swaps have been used to change the interest rate to a fixed EUR rate of 5.43%.2006Currency profile of borrowings before and afterderivative financial instrumentsNext repricing (of principal before currency swaps)DKK millionOriginalprincipalEffect ofswap After swap 2007 2008 2009 2010 2011 2012-CHF 1,816 398 2,214 421 3 1,392 - - -DKK 335 -1,189 -854 129 4 4 198 - -EUR 8,160 2,943 11,103 4,159 208 13 3,766 - 14GBP 5,270 -3,468 1,802 310 - - - 2,737 2,223NOK 548 166 714 548 - - - - -PLN 737 603 1,340 721 2 2 2 2 8RUB 144 - 144 144 - - - - -SEK 117 -123 -6 117 - - - - -TRY 103 - 103 103 - - - - -USD 492 567 1,059 437 55 - - - -Other 360 103 463 360 - - - - -Total 18,082 - 18,082 7,449 272 1,411 3,966 2,739 2,245F-127

Carlsberg Breweries GroupNotes26 Retirement benefit obligations and similar obligationsThe majority of the Group's employees are covered by retirement benefit plans. The nature of retirement benefit plans variesdepending on labour market conditions, legal requirements, tax legislation and economic conditions in the countries in which theGroup's employees work. Benefits are generally based on wages and salaries and length of employment. Retirement benefitobligations cover both present and future retirees' entitlement to retirement benefits.Approximately 55% of the Group's retirement benefit costs relate to defined contribution plans, which limits the Company'sobligation to the contributions paid. The retirement benefit plans are funded by payments from the Group's companies andemployees to funds that are independent of the Group.The other plans are defined benefit plans, and a retirement benefit obligation is recognised in the balance sheet based on anactuarial calculation of the present value at the balance sheet date less the plan assets. For defined benefit plans the Groupassumes the risk associated with future developments in interest rates, inflation, mortality and disability.The retirement benefit plans in among other Switzerland, Norway, the UK and Hong Kong have assets placed in independentpension funds.In 2006 and 2007 a number of changes were agreed to the plan in the UK in order to reduce the net liability in the plan. In 2006and 2007 Carlsberg made extraordinary payments of GBP 20m to the plan. The employees contribute by means of increasedpayments or reduction of the retirement benefit in proportion to the final salary at retirement.The plans in Germany, Sweden, Italy etc. are unfunded. For these plans the retirement benefit obligations amount toapproximately 15% (2006: 16%) of the total gross liability.The defined benefit plans typically guarantee the employees covered a retirement benefit based on the final salary at retirement.2007 2006DKK million DKK millionDefined benefit plans are recognised in the balance sheet as follows:Retirement benefit obligations and similar obligations 2,191 1,978Plan assets 11 14Net obligations 2,180 1,964Specification of net obligations:Present value of funded plans 6,923 6,841Fair value of plan assets -6,234 -6,334Net obligation for funded plans 689 507Present value of unfunded plans 1,199 1,265Assets not recognised due to asset ceiling 292 192Net obligations recognised 2,180 1,964F-128

Carlsberg Breweries GroupNotes26 Retirement benefit obligations and similar obligations2007 2006DKK million DKK millionSpecification of total obligations:Present value of funded plans 6,923 6,841Present value of unfunded plans 1,199 1,265Total obligations 8,122 8,106Changes in obligations:Total obligations at 1 January 8,106 8,041Current service cost 162 200Interest cost 322 321Actuarial losses 339 105Benefits paid -420 -468Curtailments and settlements -4 -11Additions due to acquisition of entities - 4Foreign exchange adjustments etc. -383 -86Total obligations at 31 December 8,122 8,106Changes in plan assets:Fair value of assets at 1 January 6,334 6,105Expected return 321 333Actuarial gains/losses -86 123Contributions to plans 318 238Benefits paid -333 -380Foreign exchange adjustments etc. -320 -85Fair value of assets at 31 December 6,234 6,334The Group expects to contribute DKK 153m (2006: DKK 172m) to the plan assets in 2008.Actual return on plan assets:Expected return 321 333Actuarial gains/losses -86 123Actual return 235 456Breakdown of plan assets:20072006DKK million % DKK million %Shares 2,314 37% 2,364 37%Bonds and other securities 2,835 46% 2,965 47%Real estate 837 13% 830 13%Cash and cash equivalents 248 4% 175 3%Total 6,234 100% 6,334 100%Plan assets do not include shares in or properties used by Group companies.F-129

Carlsberg Breweries GroupNotes26 Retirement benefit obligations and similar obligationsActuarial assumptionsThe actuarial assumptions underlying the calculations and valuations vary from country to country due to local economicconditions and labour market conditions.Calculation of the expected return on plan assets is based on a low-risk investment in bonds in the relevant countries. The rateof return is increased if the plan assets comprise shares and properties, which are expected to provide a higher rate of return,but reduced by the increased risks associated with these investments.2007 2006Assumptions applied:RangeWeightedaverageRangeWeightedaverageDiscount rate 3,3 - 5,7 % 4.7% 3,3 - 5,7 % 4.2%Expected return on plan assets 4,3 - 6,8 % 5.4% 4,3 - 7,0 % 5.4%Future salary increases 2,0 - 6,0 % 3.1% 1,5 - 5,0 % 2.8%Future retirement benefit increases 0,5 - 3,5 % 2.1% 0,5 - 3,5 % 2.0%2007 2006DKK million DKK millionRecognised in income statement:Current service cost 162 200Expected return on plan assets -321 -333Interest cost on obligations 322 321Curtailments and settlements -4 -11Total recognised in income statement 159 177The cost is recognised in the income statement as follows:Cost of sales 31 43Sales and distribution expenses 97 120Administrative expenses 24 26Special items (restructuring) 6 -Total staff costs, cf. note 13 158 189Financial income -321 -333Financial expenses 322 321Total 159 177Recognised in equity:Recognised at 1 January -282 -185Actuarial gains/losses -426 18Effect of asset ceiling -100 -115Foreign exchange adjustment of foreign entities 14 -Recognised in equity during the period -512 -97Recognised at 31 December -794 -282Of which accumulated actuarial gains/losses -587 -162DKK million 2007 2006 2005 2004Five-year overview (from 1 January 2004):Obligations 8,122 8,106 8,041 7,413Plan assets -6,234 -6,334 -6,105 -5,604Deficit 1,888 1,772 1,936 1,809Experience adjustments to obligations 29 -56 -96 -26Experience adjustments to plan assets -86 123 242 -22F-130

Carlsberg Breweries GroupNotes27 Deferred tax assets and deferred tax liabilities2007 2006DKK million DKK millionDeferred tax at 1 January, net 863 640Foreign exchange adjustments -54 -44Adjustments to previous years -146 98Additions due to acquisition/disposal of entities, net 6 8Recognised in equity -113 -68Recognised in income statement 273 251Change in tax rate -16 -21813 864Of which transferred to assets held for sale - -1Deferred tax at 31 December, net 813 863Specified as follows:Deferred tax liabilities 1,439 1,578Deferred tax assets 626 715Deferred tax at 31 December, net 813 863Specification of deferred tax assets and deferred tax liabilities at 31 December:2007 2006 2007 2006DKK million DKK million DKK million DKK millionDeferred tax assetsDeferred tax liabilitiesIntangible assets 132 143 343 398Property, plant and equipment 185 175 1,591 1,730Current assets 66 94 52 60Provisions and retirement benefit obligations 522 486 83 81Fair value adjustments 12 53 41 75Tax losses etc. 689 760 309 231Total before set-off 1,606 1,711 2,419 2,575Set-off -980 -996 -980 -996Total after set-off 626 715 1,439 1,579Transferred to assets held for sale - - - -1Deferred tax assets and deferred tax liabilities at 31 December 626 715 1,439 1,578Expected to be used as follows:Within 12 months of balance sheet date 139 420 123 187More than 12 months after balance sheet date 487 295 1,316 1,391Total 626 715 1,439 1,578Deferred tax assets and tax liabilities are offset in the consolidated balance sheet if the Group has a legally enforceable right toset off current tax liabilities, and the deferred tax assets and tax liabilities relate to the same legal tax entity.Of the total deferred tax assets recognised, DKK 257m (2006: DKK 556m) relates to tax loss carryforwards, the utilisation ofwhich depends on future positive taxable income exceeding the realised deferred tax liabilities.Tax assets of DKK 805m (2006: DKK 552m) were not recognised. These relate primarily to tax losses which are not expected tobe utilised in the foreseeable future. Tax losses that will not expire amount to DKK 210m.Deferred tax has not been calculated on temporary differences relating to investments in subsidiaries, joint ventures andassociates as these investments are not expected to be disposed of within the foreseeable future and are therefore not expectedto entail tax on disposal.Deferred tax of DKK 79m (2006: 78m) has been recognised in respect of earnings in the BBH Group which are intended fordistribution in the short term, as tax of 5% is payable on distributions. For other subsidiaries where distributable reserves areplanned to be distributed, any distribution of earnings will not entail a significant tax liability based on current tax legislation.F-131

Carlsberg Breweries GroupNotes28 ProvisionsRestructuring provisions totalling DKK 263m (2006: DKK 327m) relate primarily to restructurings in connection with theOperational Excellence programmes and restructuring at Carlsberg Danmark A/S, Carlsberg Sverige AB, Ringnes a.s.,Carlsberg Deutschland GmbH and Carlsberg Italia S.p.A.These provisions have been calculated on the basis of detailed plans announced to the parties concerned, and relate mainly totermination benefits to employees made redundant.Other provisions totalling DKK 437m (2006: DKK 466m) relate primarily to provisions for losses in connection with CarlsbergUK’s outsourcing of the servicing of draught beer equipment, a lawsuit at Türk Tuborg concerning beer excise duties withheld,warranty obligations, employee obligations other than retirement benefits, and ongoing disputes, lawsuits etc.2007DKK millionRestructuring Other TotalProvisions at 1 January 327 466 793Additional provisions recognised 210 76 286Used during the year -229 -67 -296Reversal of unused provisions -31 -47 -78Transfers - 2 2Foreign exchange adjustments etc. -14 7 -7Provisions at 31 December 263 437 700Provisions are recognised in the balance sheet as follows:Non-current provisions 41 182 223Current provisions 222 255 477Total 263 437 700The non-current provisions are expected to be used within two to three years of the balance sheet date.2006DKK millionRestructuring Other TotalProvisions at 1 January 379 367 746Additional provisions recognised 288 183 471Used during the year -333 -36 -369Reversal of unused provisions -17 -53 -70Acquisition of entities - 8 8Transfers -3 15 12Change in discount rate - 8 8Foreign exchange adjustments etc. 13 -26 -13Provisions at 31 December 327 466 793Provisions are recognised in the balance sheet as follows:Non-current provisions 129 213 342Current provisions 198 253 451Total 327 466 793The non-current provisions are expected to be used within two to three years of the balance sheet date.F-132

Carlsberg Breweries GroupNotes29 Other liabilities etc.2007 2006DKK million DKK millionOther liabilities are recognised in the balance sheet as follows:Non-current liabilities 20 54Current liabilities 5,293 4,607Total 5,313 4,661Other liabilities by origin:Excise duties and VAT payable 1,889 1,845Staff costs payable 968 1,028Interest payable 252 269Fair value of hedging instruments 596 360Liabilities related to the acquisition of entities 90 112Amounts owed to associates 2 5Deferred income 107 104Other 1,409 938Total 5,313 4,661F-133

Carlsberg Breweries GroupNotes30 Cash flows2007 2006DKK million DKK millionAdjustment for other non-cash items:Share of profit after tax, associates -94 -79Gains on disposal of property, plant and equipment and intangible assets, net -105 -99Amortisation of on-trade loans etc. 154 172Total -45 -6Change in working capital:Inventories -639 -288Receivables -632 -142Trade payables and other liabilities 1,372 720Retirement benefit obligations and other liabilities related to operating activities beforespecial items-294 -44Adjustment for unrealised foreign exchange gains/losses -6 -5Total -199 241Change in on-trade loans:Loans provided -665 -735Repayments 522 535Total -143 -200Change in financial receivables:Loans and other receivables -199 -153Repayments 77 2,047Total -122 1,894Shareholders in Carlsberg Breweries A/S:Dividends to shareholders -445 -900Repurchase of investments 24 -Loans from shareholders - -2,425Refunds etc. related to share options - -12Total -421 -3,337Minority interests:Acquisition of minority interests -69 -576Minority interests’ share of capital increase in subsidiaries43 23Dividends to minority interests -227 -148Repurchase of investments from minority interests -198 -Total -451 -701External financing:Proceeds from borrowings 5,219 3,347Repayment of borrowings -4,790 -4,465Current borrowings, net -102 146Repayment of finance lease liabilities -19 -61Total 308 -1,033F-134

Carlsberg Breweries GroupNotes31 Acquisition and disposal of entitiesAcquisition of entitiesName of acquired entities Main activity Acquisition dateAcquiredownershipinterest2007DKK millionBrewery Olivaria 1 Brewery 1 Jan. 2007 70.0% 127Ningxia Brewery Ltd. Brewery 1Jan. 2007 70.0% 102Lao Soft Drink Co. Ltd 2 Soft drinks 1 Dec. 2007 65.0% 45274DKK millionCarryingamountprior toacquisitionFair value atacquisitiondateCarryingamountprior toacquisitionCostFair value atacquisitiondateIntangible assets 35 52 35 52Property, plant and equipment 157 167 157 167Financial assets, non-current 3 3 3 3Inventories 44 41 44 41Receivables 57 57 57 57Cash and cash equivalents 94 94 94 94Provisions, excl. deferred tax liabilities - - - -Deferred tax liabilities, net 2 -6 2 -6Borrowings -64 -64 -64 -64Bank overdrafts - - - -Trade payables and other liabilities etc. -46 -75 -46 -75Net assets 282 269 282 269Minority interests -43 -82 -43 -82Equity, Carlsberg Breweries’s share 239 187 239 187Goodwill 87 87Cash consideration paid 274 274Transferred from other financial assets (prepayments) -1 -1273 273Cash and cash equivalents, acquired 94 94Bank overdrafts, acquired - -Cash outflow, net 179 179Elements of cash consideration paid:Cash 271 271Directly attributable acquisition costs 3 3Total 274 2741 Carlsberg Breweries owns Brewery Olivaria through BBH AB, which is consolidated 50%. BBH AB owns 30% of the share capital in BreweryOlivaria and as at the acquisition date has an option to purchase an additional 21% of Brewery Olivaria's share capital. Other shareholders inBrewery Olivaria have put options on 40% of the share capital exercisable against BBH AB. The put options are exercisable from the purchasedate. Accordingly, BBH AB is able to exercise control over Brewery Olivaria by way of 70% of the share capital. The purchase price of the putoptions is determined based on the expected price at exercise and is included in the cost of the acquisition. Any change to the expected price atexercise is adjusted in goodwill.2 The balance sheet for Lao Soft Drink Co. Ltd is based on a preliminary estimate of the fair value of acquired assets and liabilities, which may beadjusted in 2008.The acquisition of Ningxia is in line with Carlsberg Breweries's strategy and strengthens the position in western China. Goodwill represents theexpected synergies and expectations of increased growth in China. Ningxia is included in the earnings of the Carlsberg Breweries Group from 1January 2007. The share of revenue is DKK 95m, and the share of operating profit before special items DKK 7m. The share of consolidated profitis DKK 4m.The acquisition of Lao Soft Drink Co. Ltd has strengthened Carlsberg Breweries's position on the beverage market in Laos. The company has amarket share of approximately 90% in the soft drinks market. Goodwill represents the acquired workforce and expected synergies. If Lao Soft DrinkCo. Ltd had been included in the earnings of the Carlsberg Breweries Group from 1 January 2007, the share of revenue would have been DKK60m, and operating profit before special items DKK 8m. The share of consolidated profit would have been DKK 7m.Strategically the acquisition of Brewery Olivaria is in line with other acquisitions made by BBH AB aimed at potential growth markets. BreweryOlivaria has a 10% market share in Belarus and Olivaria is one of the country's most recognised brands. Goodwill represents the acquiredworkforce and expected synergies. Brewery Olivaria is included in the earnings of the Carlsberg Breweries Group from 1 January 2007. The shareof revenue is DKK 70m, and the share of operating profit before special items DKK 1m. The share of consolidated profit is a negative DKK 2m.Acquisition of entities after the balance sheet dateNo entities have been acquired after the balance sheet date. In 2007 analyses and legal arrangements were carried out in preparation for the cashoffer for Scottish & Newcastle plc, see description under Events after the balance sheet date.OtherTotalF-135

Carlsberg Breweries GroupNotes31 Acquisition and disposal of entitiesAcquisition of entitiesName of acquired entities Main activity Acquisition dateAcquiredownershipinterest2006DKK millionCostWusu Beer Group Brewery 1 Jan. 2006 60.1% 351Caretech Ltd. Brewery 1 Jan. 2006 50.0% 214Other Brewery and beverage wholesalers - - 21586Wusu Beer GroupOtherTotalCarryingamountprior toacquisitionFair value atacquisitiondateCarryingamountprior toacquisitionFair value atacquisitiondateCarryingamountprior toacquisitionFair value atacquisitiondateIntangible assets 21 82 3 8 24 90Property, plant and equipment 143 115 34 36 177 151Financial assets, non-current 11 11 5 5 16 16Inventories 79 75 33 33 112 108Receivables 33 14 50 49 83 63Cash and cash equivalents 39 39 6 6 45 45Provisions, excl. deferred tax liabilities -4 -4 -6 -8 -10 -12Deferred tax liabilities, net - - 3 1 3 1Borrowings -121 -121 -35 -36 -156 -157Bank overdrafts - - -8 -8 -8 -8Trade payables and other liabilities etc. -109 -115 -37 -40 -146 -155Net assets 92 96 48 46 140 142Minority interests -12 -12 - - -12 -12Equity, Carlsberg Breweries’s share 80 84 48 46 128 130Goodwill 267 189 456Cash consideration paid 351 235 586Transferred from other financial assets(prepayments)-309 -223 -53242 12 54Cash and cash equivalents, acquired 39 6 45Bank overdrafts, acquired - -8 -8Cash outflow, net 3 14 17Elements of cash consideration paid:Cash 345 235 580Directly attributable acquisition costs 6 - 6Total 351 235 586Wusu Beer GroupWusu Beer Group has a strong position in Xinjiang province, providing a solid foundation for expanding the Carlsberg Breweries Group'sactivities in China. The intention is to retain the local brands as a supplement to the Carlsberg Breweries Group's current brands. Asgeographical location and local trade are important, with a close correlation between brand and sales, no separate measurement ofcustomer agreements etc. has been carried out.Goodwill therefore represents the value of customer agreements, the workforce acquired and access to favourable distribution and saleschannels, plus expected synergies.As stated above, the most important fair value adjustments in connection with the acquisition are the recognition of trademarks andadjustments of property, plant and equipment and trade receivables to fair value. The measurement principles for trademarks are describedin note 1.Wusu Beer Group is included in the earnings of the Carlsberg Breweries Group from 1 January 2006. The share of revenue is DKK 274m,and operating profit before special items DKK 61m. The share of consolidated profit is DKK 56m.OtherThe Carlsberg Breweries Group made minor acquisitions during the year, including in Cambodia (Caretech Ltd.) and Germany (beveragewholesaler).The value of goodwill in Cambodia represents access to new markets and the importance of the geographical location in relation to thedistance between production and customers. The value of goodwill in Germany represents access to distribution and sales channels andexpected synergies, including expected reductions in logistics and transport expenses.Other acquisitions' share of revenue is DKK 248m, and operating profit before special items is DKK 2m. The share of consolidated profit isDKK 6m.F-136

Carlsberg Breweries GroupNotes31 Acquisition and disposal of entitiesAcquisition of entities after the balance sheet dateNo acquisitions were made after the balance sheet date. During 2006 agreements were entered into concerning the acquisition of minorentities in China and Belarus, but the acquisitions have not yet taken place. The acquisitions are expected to be made in the first quarter of2007.Disposal of entitiesDisposals relate to Landskron Brauerei in 2006.2007 2006DKK million DKK millionIntangible assets - 1Property, plant and equipment - 73Financial assets, non-current - 4Inventories - 6Receivables - 11Deferred tax liabilities, net - -9Borrowings, net - -3Trade payables and other liabilities etc. - -27Net assets - 56Minority interests - -Equity, Carlsberg Breweries's share - 56Gain/loss - recognised under special items - -21Cash consideration received - 35Cash and cash equivalents, disposed of - -Cash inflow, net - 35Acquisition and disposal of entities, net2007 2006DKK million DKK millionAcquisitions, cash outflow -179 -17Disposals, cash inflow - 35Net -179 18F-137

Carlsberg Breweries GroupNotes32 Specification of invested capital2007 2006DKK million DKK millionInvested capital is calculated as follows:Total assets 49,830 45,834Less:Deferred tax assets -626 -715Loans to associates -4 -161Loans to group enterprises -1,658 -Interest income receivable, fair value of hedging instruments and financial receivables-135 -44Securities (current and non-current)-134 -115Cash and cash equivalents-2,026 -2,267Assets held for sale -34 -109Total assets included 45,213 42,423Trade payables -5,904 -5,071Deposits on returnable packaging -1,207 -1,159Provisions, excluding restructuring -437 -466Corporation tax -184 -187Deferred income -107 -104Finance lease liabilities, included in borrowings -66 -87Other liabilities, excluding interest payable and fair value of hedging instruments-4,354 -4,052Total liabilities offset -12,259 -11,126Total invested capital 32,954 31,297F-138

Carlsberg Breweries GroupNotes33 Specification of net interest-bearing debt2007 2006DKK million DKK millionNet interest-bearing debt is calculated as follows:Non-current borrowings 16,162 11,865Current borrowings 3,711 6,217Gross interest-bearing debt 19,873 18,082Cash and cash equivalents -2,026 -2,267Loans to associates -4 -161Loans to group enterprises -1,658 -On-trade loans -1,626 -1,711Non-interest-bearing portion 820 927Other receivables -1,350 -829Non-interest-bearing portion 908 759Net interest-bearing debt 14,937 14,800Changes in net interest-bearing debt:Net interest-bearing debt at 1 January 14,800 16,316Cash flow from operating activities -5,102 -4,872Cash flow from investing activities 4,955 -232Dividends to shareholders and minority interests 672 1,048Acquisition of minority interests 69 576Refunds etc. related to share options - 12Acquisition of entities, net 54 146Change in interest-bearing lending -245 1,892Effect of currency translation -325 -272Other 59 186Total change 137 -1,516Net interest-bearing debt at 31 December 14,937 14,800F-139

Carlsberg Breweries GroupNotes34 Investments in proportionally consolidated entitiesThe amounts shown below represent the Group’s share of the assets and liabilities, revenue and profit of proportionallyconsolidated entities, as shown in the overview of Group companies. These amounts are recognised in the consolidatedbalance sheet, including goodwill, and in the income statement.2007 2006DKK million DKK millionRevenue 12,615 9,990Total costs -9,909 -7,882Operating profit before special items 2,706 2,108Consolidated profit 1,698 1,448Non-current assets 10,410 8,572Current assets 3,243 3,313Non-current liabilities -3,906 -4,090Current liabilities -4,083 -2,558Net assets 5,664 5,237-Free cash flow 13 920Net cash flow -699 340Cash and cash equivalents, year end 368 1,095Contingent liabilities 95 682Capital commitments 405 559An average of 12,686 (2006: 10,962) full-time employees were employed in proportionally consolidated entities in 2007.The Group has not assumed any separate contingent liabilities or financial commitments relating to proportionally consolidatedentities.F-140

Carlsberg Breweries GroupNotes35 Financial risksAs a result of the Carlsberg Breweries Group’s activities, the Group’s profit, debt and equity are exposed to a variety of financial risks,primarily relating to changes in exchange rates and interest rates. The Group’s financial risks are managed centrally by Group Treasuryin accordance with written principles approved by the Board of Directors, primarily through currency and interest rate swaps and, to alesser extent, raw material contracts.Foreign exchange riskAs an international business the Carlsberg Breweries Group is exposed to foreign exchange risks from currency translation, as thepredominant part of revenue originates from foreign entities and is translated into DKK. The Group is exposed mainly to the followingcurrencies: RUB, EUR, NOK, SEK, CHF and GBP. There is also some exposure to a number of Asian currencies, which in totalrepresent 10-15% of the Group's operating profit.The Carlsberg Breweries Group has a foreign exchange risk on balance sheet items, partly in terms of translation of debt taken up in acurrency other than the functional currency for the relevant Group entity, and partly in terms of translation of net investments in entitieswith a functional currency other than DKK. The former risk affects operating profit. However, where the debt is classified as hedging ofnet investments in foreign subsidiaries, fair value adjustments are recognised directly in equity.Impact of exchange rates on operating profitDevelopments in the exchange rates between the DKK and the reporting currencies of subsidiaries have an increasing impact on theCarlsberg Breweries Group’s operating profit measured in DKK. In a number of countries (particularly in Asia) where the CarlsbergBreweries Group has activities, the currency correlates with developments in the USD. In 2007 the average USD rate (5.45) was 8.5%lower than the 2006 level (5.96). Operating profit has been weakened as a result of a fall in the average RUB rate (a negative 3%compared with 2006) and CHF rate (a negative 4.5% compared with 2006). The other currencies in which a high proportion of operatingprofit is generated were relatively stable.The Carlsberg Breweries Group has chosen not to hedge revenue or earnings in foreign currencies, but does in certain cases hedgedividends received in foreign currencies.The Carlsberg Breweries Group is exposed to transaction risks to a lesser degree. It is therefore Group policy to hedge futurecontractual cash flows in foreign currency for a one-year period. However, transactions between countries are limited in the CarlsbergBreweries Group and so the hedging of projected cash flows in foreign currency is also limited. An exception to this policy is thepurchase of certain raw materials, which is described in greater detail in the section on raw material risk.Distribution of revenue 2007Distribution of revenue 2006PLN6%NOK7%UAH2%SEK7%CHF8%Other14%GBP16%EUR22%DKK18%CNY2%PLN5%NOK7%SEK7%Other16%CHF8%EUR20%GBP17%DKK18%In some Group entities debt has been taken up in a currency other than the Group entity's functional currency without the foreignexchange risk being hedged. This applies primarily to Group entities in Eastern Europe, and is based on assessment of the alternativecost of financing the entity in the local currency. For the countries concerned, the interest rate level in the local currency, and thus theadditional cost of financing in local currency, will be high enough to justify a foreign exchange risk. For 2007 gains have been realised ondebt taken up in EUR in Türk Tuborg. The Turkish lire was strengthened by 9% compared with the EUR and DKK between 1 Januaryand 31 December 2007.Impact of exchange rates on balance sheet and equityThe Carlsberg Breweries Group holds a number of investments in foreign subsidiaries where the translation of equity to DKK is exposedto foreign exchange risks. The Group hedges part of this foreign exchange exposure by taking up borrowings denominated in therelevant currencies or by entering into forward exchange contracts. This applies to net investments in NOK, CHF, SEK, EUR, RUB, PLNand MYR. In September 2007, Carlsberg Breweries stopped hedging its GBP risk. In May/June 2007, hedging of MYR was changedfrom a USD proxy hedge to a direct MYR hedge.It is assessed that a 1 percentage point change in the exchange rate for the RUB would lead to a change in equity of DKK 45m, while acorresponding change for the GBP would lead to a change of DKK 14m.F-141

Carlsberg Breweries GroupNotes35 Financial risksDistribution of equity, including loans, viewed as an addition to net investment in foreign currencies (Carlsberg Breweries's share):Equity 2007Equity 2006SEK3%MYR3%GBP5%PLN6%NOK3%Other13%EUR41%PLN5%SGD7%MYR3%SEK3%Other13%EUR35%GBP7%CHF8%RUB18%CHF7%RUB20%The Carlsberg Breweries Group’s net investment in foreign currencies has decreased by a total of DKK 1,740m, primarily in RUB (DKK853m) and SGD (DKK 1,740m). The decrease in SGD is due to a repatriation of equity to DKK. The table below shows the breakdown ofthe net investments and the impact on equity (incl. loans which are viewed as an addition to net investment). Adjustments for the yearrelating to hedging of net investments amount to DKK 135m (2006: DKK 194m), excl. adjustment relating to loans in addition to netinvestment of DKK 20m (2006: DKK 125m).DKK million 2007Fair valueCarlsberg'sshare of netinvestment inforeignsubsidiaryMinorities'shareForeignexchangeadjustmentfor theyear,recognisedin equityHedgingof netinvestmentadjustmentof hedginginstrumentsforthe year,recognisedin equityNet riskwithrespectto foreigncurrencyNetimpact,recognisedin equityNet impactonminorities'shareNet impactonCarlsberg'sshareEUR 10,719 - 5 -6,696 -1 4,023 4 - 4RUB 4,735 587 -209 -800 20 4,522 -189 - -189CHF 2,097 - -65 -1,729 57 368 -8 - -8PLN 1,687 - 101 -1,452 -88 235 13 - 13GBP 1,408 - -161 - 57 1,408 -104 - -104MYR 844 353 -54 -688 64 509 10 -15 25SEK 766 - -55 -709 49 57 -6 - -6NOK 667 - 22 -655 -23 12 -1 - -1UAH 569 - -44 - - 569 -44 - -44CSD 474 60 -4 - - 534 -4 - -4LAK 494 - -23 - - 494 -23 - -23Other 1,666 296 -203 - - 1,962 -203 -55 -148Total 26,126 1,296 -690 -12,729 135 14,693 -555 -70 -485F-142

Carlsberg Breweries GroupNotes35 Financial risksDKK million 2006Carlsberg'sshare of netinvestment inforeignsubsidiaryMinorities'shareForeignexchangeadjustmentfor theyear,recognisedin equityHedgingof netinvestmentFair valueadjustmentof hedginginstrumentsforthe year,recognisedin equityNet riskwithrespectto foreigncurrencyNetimpact,recognisedin equityNet impactonminorities'shareNet impactonCarlsberg'sshareRUB 5,588 697 -149 -838 5 5,447 -144 - -144EUR 9,623 13 -2 -6,694 -8 2,942 -9 - -9CHF 1,959 - -75 -1,392 55 567 -20 - -20GBP 1,868 - 37 -1,443 -37 425 - - -SGD 1,847 - -86 - - 1,847 -86 - -86PLN 1,377 - 11 -335 2 1,042 12 - 12SEK 956 - 16 -590 9 366 25 - 25MYR 890 375 -60 -679 64 586 4 -20 24NOK 712 - -21 -661 18 51 -3 - -3LAK 441 - -13 - - 441 -13 - -13CSD 412 - 23 - - 412 23 - 23Other 2,193 283 -225 - 86 2,476 -139 -52 -87Total 27,866 1,368 -544 -12,632 194 16,602 -350 -72 -278The most significant net risk relates to foreign exchange adjustment of equity in RUB. Hedging of the risk in RUB was unchanged in 2007compared with 2006.Foreign exchange adjustment of the net investment in 2007 in "Other" relates to various Asian currencies.Borrowings taken up in foreign currencies impact on interest-bearing debt measured in DKK, even if the foreign exchange risk is hedgedby a financial instrument and there is no net impact on profit or equity. Changes in the fair value of financial instruments are includedunder other receivables/other liabilities. Net interest-bearing debt fell by approx. DKK 325m in 2007 as a result of exchange ratemovements during the year, primarily the fall in the GBP.Interest rate riskThe most significant interest rate risk in the Carlsberg Breweries Group relates to interest-bearing debt.The Company’s loan portfolio consists of listed bonds, bilateral loan agreements and syndicated credit facilities. At 31 December 2007gross debt (non-current and current borrowings) amounted to DKK 19,873m (2006: DKK 18,082m). After deducting cash and cashequivalents, net debt is DKK 17,847m (2006: 15,815m), an increase of DKK 2,032m.Interest rate risks are mainly managed using interest rate swaps and fixed-rate bonds.A breakdown of the Carlsberg Breweries Group’s gross debt, including the financial instruments used to manage foreign exchange andinterest rate risks, is provided in note 25.At year-end 59% of the net loan portfolio consisted of fixed-rate loans with rates fixed for more than one year (2006: 67%). A fall ininterest rates will increase the fair value of the debt but only part of this increase will be reflected in the income statement and equity. Thisis because fixed-rate non-current borrowings are stated at amortised cost and are therefore not adjusted to fair value. It is assessed thatan interest rate rise of 1 percentage point would lead to an increase in interest costs of DKK 72m (2006: DKK 52m). CarlsbergBreweries's exposure to an increase in short-term interest rates is primarily in EUR and DKK, and secondarily in PLN.The table below shows the breakdown of currencies and interest rate fixing for the net debt.Net debt before swapsNext repricing2008 2009 2010 2011 2012 2013-CHF 1,664 317 1,347 - - - -DKK 1,712 1,507 205 - - - -EUR 8,117 3,886 19 3,732 94 1 385GBP 4,549 8 1 1 2,507 - 2,032NOK 193 193 - - - - -PLN 666 656 2 2 2 2 2RUB -34 -34 - - - - -SEK 29 29 - - - - -USD 932 686 45 45 156 - -Other 19 -10 5 - 24 - -Total 17,847 7,238 1,624 3,780 2,783 3 2,419F-143

Carlsberg Breweries GroupNotes35 Financial risksCredit riskCredit risk is the risk of a counterparty failing to meet its contractual obligations and so inflicting a loss on the Carlsberg Breweries Group.Credit risk is monitored centrally. Group policy is that financial transactions may be entered into only with financial institutions with a highcredit rating.The Carlsberg Breweries Group grants loans to the on-trade in certain countries. The individual Group entities monitor and control theseloans as well as ordinary trade credit in accordance with central guidelines. It is estimated that the provisions made, cf. note 20, aresufficient to cover expected losses.Cash and cash equivalents are not associated with any significant credit risks.Liquidity riskLiquidity risk is the risk of the Carlsberg Breweries Group failing to meet its contractual obligations due to insufficient liquidity. CarlsbergBreweries’s policy is for the raising of capital and investment of liquidity to be managed centrally. It is therefore Group Treasury’s task toensure effective liquidity management, which primarily involves obtaining sufficient committed credit facilities to ensure adequate financialresources. At 31 December 2007 Carlsberg Breweries had unutilised long-term committed credit facilities of DKK 5,025m (2006: DKK9,485m).For day-to-day liquidity management cash pools are used, covering most of Western Europe, or intra-group loans between GroupTreasury and subsidiaries. As a result of withholding tax, the majority-owned entities in Poland and Turkey have their own credit facilitiesand borrowings from local banks, as is also the case for joint ventures in Portugal (Unicer) and BBH.Refer to the description of events after the balance sheet date in note 39.Capital structure and managementManagement's strategy and overall goal is to ensure a continued development and strengthening of the Group's capital structure whichsupports long-term profitable growth and a solid increase in key earnings and balance sheet ratios. In 2006 the Carlsberg BreweriesGroup was awarded investment-grade ratings by Moody's Investor Service and Fitch Ratings.Management regularly assesses whether the Group's capital structure is in the interests of the Group and its shareholders. At 31December 2007 the Carlsberg Group had net interest-bearing debt totalling DKK 14,937m (2006: DKK 14,800m), which is consideredreasonable in the light of its current needs in terms of financial flexibility.No changes have been made to the Group's guidelines and procedures for control of capital structure and management in 2007.Raw material riskRaw material risks are associated in particular with purchasing of cans (aluminium), malt (barley) and energy. Management of both rawmaterial risks and foreign exchange risks is coordinated centrally by Carlsberg Breweries. The aim of the risk management process withrespect to raw materials is to ensure stable and predictable raw material prices in the long term, and to avoid capital and liquidity beingtied up unnecessarily.As the underlying markets for the specified categories of raw materials vary, so does the way in which they are hedged against pricerises. The most common form of hedging is fixed price agreements in local currencies with suppliers.To hedge the implicit risk of rising aluminium prices associated with the purchase of cans, the Carlsberg Breweries Group entered into anumber of financial instruments in 2006 and 2007. Measures have also been taken to hedge increases in the settlement currency foraluminium (USD) compared with the local currency in the country where the cans are used. For accounting purposes, fair valueadjustments are recognised directly in equity in the relevant entities and recognised in the income statement as the hedged item isrecognised in accordance with the hedge accounting rules for cash flow hedges. Complete or partial hedging has been made for theperiod 2008-2012. The impact on equity in 2007 was DKK -22m (2006: DKK 0).F-144

Carlsberg Breweries GroupNotes36 Financial instrumentsThe fair value of financial instruments is calculated on the basis of observable market data using generally accepted methods.Carlsberg Breweries uses three forms of financial hedging:Fair value hedgeChanges in the fair value of financial instruments used as fair value hedges are recognised in the income statement. These aremainly instruments to hedge financial risks relating to borrowings and hedges of transaction risks. Transaction risks compriseboth expected and potential risks.Recognised in the income statement:2007 2006DKK million DKK millionInterest rate instruments 7 15Exchange rate instruments -73 21Other instruments - -1Total -66 35Cash flow hedgeA positive fair value for financial instruments is recognised in equity in accordance with hedge accounting rules for cash flowhedges, primarily interest rate and currency swaps related to borrowings.An interest rate swap from floating to fixed rate has been entered into on borrowings of CHF 300m, maturing in July 2009, andEUR 500m, running from July 2007 to 2010. The fair value was a negative DKK 14m at 31 December 2007 (2006: a negativeDKK 58m). An agreement has also been entered into to swap interest rates on issued bonds of GBP 250m, maturing in 2011,from GBP rate to a fixed DKK rate. The fair value was a negative DKK 385m at 31 December 2007 (2006: a negative DKK211m). Only the fair value adjustment relating to the interest element (DKK 64m) is recognised in accordance with rules for cashflow hedges. The currency element is recognised in the income statement. Financial instruments have also been entered into tohedge aluminium. At 31 December 2007 the fair value of these instruments amounted to a negative DKK 22m (2006: DKK 0).Recognised in equity:2007 2006DKK million DKK millionInterest rate instruments 108 155Exchange rate instruments 2 15Other instruments -27 -Total 83 170F-145

Carlsberg Breweries GroupNotes36 Financial instrumentsHedging of net investments in foreign subsidiariesA fair value for financial instruments (both derivatives and debt instruments) used to hedge the foreign exchange risk associatedwith investments in foreign currency is recognised in equity.Where the fair value adjustments do not exceed the value adjustments of the investment, the adjustments of the financialinstruments are recognised directly in equity; otherwise the fair value adjustments are recognised in the income statement.In addition, in three cases loans have been granted to subsidiaries which are classified as additions to net investments. Foreignexchange adjustments of these loans are recognised directly in equity.Hedging ofinvestment,amount incurrencyAddition tonetinvestment,amount incurrencyTotaladjustmentto equity2007 2006DKK millionDKK millionIncomestatementHedging ofinvestment,amount incurrencyAddition tonetinvestment,amount incurrencyTotaladjustmenttoequityIncomestatementSEK -1,583 5,247 -66 - -715 2,288 14 -NOK -700 3,182 72 - -730 3,182 -113 -CHF -385 - 57 - -385 - 55 -GBP - - 57 - -130 - -37 -2USD/MYR 1 -450 - 64 - -120 - 64 -EUR -898 635 -1 - -898 635 -7 -RUB -3,858 - 20 - -3,858 - 5 -PLN -700 - -88 - -172 - 2 -KRW 2 - - - - - - 86 -Total 115 - 69 -21 The exchange rate risk associated with MYR was hedged in the first half-year by selling USD 120m under forward contracts.The correlation between the MYR and USD is high, and accordingly the instrument is classified as a hedge of a net investment.In the second half-year the hedge was made directly in MYR and the hedged amount totalled MYR 450m.2 The investment in KRW was hedged until 2006. At the time of the sale of the shares in Hite Brewery Co. Ltd., the accumulatedgain related to this hedging relationship was offset against the sales proceeds. At 31 December 2007, the accumulated value ofhedges of investments in foreign currency was a negative DKK 42 million (2006: a negative DKK 157 million).Fair value of financial instruments2007 2006DKK millionDKK millionPositive Negative Positive NegativeCash flow hedge Currency - - - -Interest rate 5 -16 36 -58Other - -22 - -Hedging of net investment Currency 71 -53 - -17Fair value hedge Currency 2 -496 - -282Interest rate 40 -9 - -3Total 118 -596 36 -360F-146

Carlsberg Breweries GroupNotes37 Related party disclosuresRelated parties exercising controlCarlsberg A/S, Ny Carlsberg Vej 100, DK-1760 København V, Denmark, holds all the shares in Carlsberg Breweries A/S.During the year, the Group had balances with the parent company. The balances were subject to arm's legth terms andprices. Apart from payments of dividends, no transactions were carried out with Carlsberg A/S during the year.Related parties exercising significant influenceThe Carlsberg Breweries Group was not involved in any transactions during the year with major shareholders, members of theBoard of Directors, members of the Executive Board, other executive employees, or companies outside the CarlsbergBreweries Group in which these parties have interests.Emoluments to the Board of Directors and remuneration of the Executive Board are disclosed in note 13.AssociatesThe income statement and balance sheet include the following transactions with associates:2007 2006DKK million DKK millionRevenue 213 287Cost of sales 261 349Loans 7 4Borrowings 7 5Receivables from the sale of goods and services 28 51Trade payables 15 40No losses on loans to or receivables from associates were recognised or provided for in either 2007 or 2006.Proportionally consolidated entitiesThe income statement and balance sheet include the following transactions with proportionallyconsolidated entities:2007 2006DKK million DKK millionRevenue 40 14Costs 5 4Interest income 1 7Interest expenses 1 5Loans - 161Borrowings 373 -Receivables 19 8Trade payables and other liabilities etc. 3 12F-147

Carlsberg Breweries GroupNotes38 Contingent liabilities and other commitmentsThe Carlsberg Breweries Group has issued guarantees for loans etc. of DKK 5,919m (2006: DKK 9,482m) raised bysubsidiaries and associates, which are recognised in the consolidated balance sheet. In addition, the Group has issuedguarantees for loans etc. raised by joint ventures (non-consolidated share of loan) of DKK 60m and for loans etc. raised bythird parties (non-consolidated entities) of DKK 245m (2006: DKK 231m).The Carlsberg Breweries Group has entered into significant service contracts in respect of sales, logistics and IT. The totalliabilities under these contracts amount to DKK 2,035m (2006: DKK 2,299m), and are recognised as the services are received.Carlsberg Breweries A/S is jointly registered for Danish VAT and excise duties with Carlsberg A/S, Carlsberg Danmark A/S andvarious other minor Danish subsidiaries, and is jointly and severally liable for payment of VAT and excise duties.Carlsberg Breweries A/S and the other companies covered by the Danish joint taxation scheme are jointly and severally liablefor payment of corporation tax for 2004 and previous tax years.The subsidiary Pripps Ringnes AB is party to an arbitration case brought against the subsidiary by the venture partner in BalticBeverages Holding AB. It is the assessment of management and the company's legal advisors that the claim is unfounded.The Carlsberg Breweries Group is party to certain lawsuits etc. In management's opinion, apart from as recognised in thebalance sheet or disclosed in the Financial Statement, the outcome of these lawsuits will not have a material negative effect onthe Company's financial position.Certain guarantees etc. are issued in connection with disposal of entities and activities etc. Apart from as recognised in thebalance sheet or disclosed in the Financial Statement, these guarantees etc. will not have a material effect on the Group'sfinancial position.Capital commitments2007 2006DKK million DKK millionCapital commitments which at the balance sheet date are agreed to be made at a laterdate and therefore not recognised in the consolidated financial statements:Property, plant and equipment and construction contracts865 645Total 865 645Operating lease liabilities2007DKK millionLand andbuildingsFixturesandfittings,other plantPlant and and equipmentmachineryNon-currentassetsunderconstructionTotalFuture lease payments:Within one year 108 78 298 - 484Between one and five years 246 22 444 - 712After more than five years 286 - 45 - 331Total 640 100 787 - 1.527F-148

Carlsberg Breweries GroupNotes38 Contingent liabilities and other commitments2006DKK millionLand andbuildingsFixturesandfittings,other plantPlant and and equipmentmachineryNon-currentassetsunderconstructionTotalFuture lease payments:Within one year 77 21 271 2 371Between one and five years 208 49 660 - 917After more than five years 208 - 199 - 407Total 493 70 1.130 2 1.6952007 2006DKK million DKK millionOperating lease liabilities recognised in the income statement504 502Expected future income under non-cancellable subleases138 168The Carlsberg Breweries Group has entered into operating leases which relate primarily to properties, IT equipment andtransport equipment (cars, trucks and forklifts). These leases contain no special purchase rights etc.F-149

Carlsberg Breweries GroupNotes39 Events after the balance sheet dateApart from the events recognised or disclosed in the Financial Statement, no events have occurred after the balance sheetdate of importance to the Financial Statement.On 25 January 2008 a consortium of which Carlsberg is a member made a cash offer for the acquisition of Scottish &Newcastle plc (S&N). The offer is GBP 8 per share, corresponding to approximately GBP 10.7bn (approximately DKK107bn) on a debt-free basis. Carlsberg's share is approximately GBP 5.8bn (approximately DKK 58.2bn). The offer isrecommended by the Board of S&N. The acquisition is among other things subject to the approval of the competitionauthorities in various jurisdictions and the approval of the shareholders in S&N.The financing of the acquisition has been secured through loan agreements with banks and a capital increase.If the offer is accepted, Carlsberg Breweries will acquire 50% of BBH AB, which will become wholly owned. S&N's activitiesin France and Greece will also be acquired, together with joint ventures in China and Vietnam.The cash offer is described in detail in a separate company announcement of 25 January 2008.F-150

Carlsberg Breweries GroupNote 40 Accounting policiesThe 2007 Consolidated Financial Statements of the Carlsberg Breweries Group has been prepared in accordancewith International Financial Reporting Standards (IFRS) as adopted by the EU.In addition, the Consolidated Financial Statements has been prepared in compliance with the International FinancialReporting Standards (IFRS) issued by the IASB.The Consolidated Financial Statements has been presented in Danish kroner (DKK), which is the Parent Company’sfunctional currency.The Consolidated Financial Statements has been prepared on the historical cost basis except for the followingassets and liabilities which are measured at fair value: derivative financial instruments, financial instruments inthe trading portfolio and financial instruments classified as available for sale.Non-current assets and disposal groups classified as held for sale are measured at the lower of the carryingamount before the changed classification and fair value less costs to sell.The accounting policies set out below have been used consistently in respect of the financial year and the comparativefigures.New International Financial Reporting Standards and InterpretationsIn 2007 the following IFRS Interpretations as adopted by the EU which are of relevance to the Carlsberg BreweriesGroup were adopted with effect from 1 January 2007: IFRIC 10 "Interim Financial Reporting and Impairment" IFRIC 11 "IFRS 2 – Group and Treasury Share Transactions".IFRIC 11 has been adopted before the effective date in accordance with the commencement provisions of theInterpretation.The adoption of these Standards and Interpretations has not affected recognition and measurement, and accordinglythe accounting policies used in the preparation of the Consolidated Financial Statements are consistentwith those of last year. The new Standards and Interpretations only result in changes to note disclosures.Comparative figures in the notes have been restated accordingly.IFRS 8 "Operating Segments" was also adopted by the EU in 2007. The Standard will be adopted by the CarlsbergBreweries Group effective for 2009.In addition, the following Standards and Interpretations have been issued but not yet adopted by the EU: IAS 1 "Presentation of Financial Statements" on the presentation of financial statements IAS 23 "Borrowing Costs", requiring that borrowing costs are included in the cost of qualifying assets IFRS 12 "Service Concession Agreements" on concession agreements, which is not relevant for theCarlsberg Breweries Group IFRS 13 "Customer Loyalty Programmes" IFRS 14 "IAS 19 – The Limit on a Defined Benefit Asset" on retirement benefit plans limited by the assetceiling, and introducing minimum funding requirements.The Interpretations are effective from 1 January 2008, whereas the Standards are effective from 1 January2009. The Standards and Interpretations are not expected to significantly affect recognition and measurement inthe Carlsberg Breweries Group.F-151

Carlsberg Breweries GroupConsolidated financial statementsThe consolidated financial statements comprise the Parent Company Carlsberg Breweries A/S and subsidiariesin which Carlsberg Breweries A/S has control, i.e. the power to govern the financial and operating policies. Controlis obtained when Carlsberg Breweries A/S directly or indirectly owns or controls more than 50% of the votingrights in the subsidiary or which it, in some other way, controls.Entities over which the Group exercises a significant influence, but which it does not control, are considered associates.Significant influence is generally obtained by direct or indirect ownership or control of more than 20%of the voting rights but less than 50%. When assessing whether Carlsberg Breweries A/S exercises control orsignificant influence, potential voting rights exercisable at the balance sheet date are taken into account.Entities which by agreement are managed jointly with one or more other parties (joint ventures) are consolidatedproportionally, and the individual accounting entries are recognised in proportion to the ownership share.The consolidated financial statements have been prepared as a consolidation of the financial statements of theParent Company, subsidiaries and proportionally consolidated entities prepared according to the Group accountingpolicies. On consolidation, intra-group income and expenses, shareholdings etc., intra-group balances anddividends, and realised and unrealised gains on intra-group transactions are eliminated. Unrealised gains ontransactions with associates are eliminated in proportion to the Group's ownership share of the entity. Unrealisedlosses are eliminated in the same way as unrealised gains to the extent that impairment has not taken place.Investments in subsidiaries and proportionally consolidated entities are set off against the proportionate share ofthe subsidiaries’ fair value of identifiable net assets, including recognised contingent liabilities, at the acquisitiondate.The accounting items of subsidiaries are included in full in the consolidated financial statements. Minority interests’share of the profit/loss for the year and of the equity of subsidiaries which are not wholly owned is includedin the Group’s profit/loss and equity respectively, but is disclosed separately.Business combinationsEntities acquired or formed during the year are recognised in the consolidated financial statements from the dateof acquisition or formation. Entities which are disposed of or wound up are recognised in the consolidated incomestatement until the date of disposal or winding-up. The comparative figures are not restated for entitiesacquired, disposed of or wound up. Discontinued operations are presented separately, cf. below.For acquisitions of new subsidiaries, joint ventures and associates the purchase method is used. The acquiredentities’ identifiable assets, liabilities and contingent liabilities are measured at fair value at the acquisition date.Identifiable intangible assets are recognised if they are separable or arise from a contractual right, and the fairvalue can be reliably measured. Deferred tax on revaluations is recognised.The acquisition date is the date when the Carlsberg Breweries Group effectively obtains control of the acquiredsubsidiary, enters the management of the joint venture or obtains significant influence over the associate.For business combinations made on 1 January 2004 or later, any excess of the cost over the fair value of theidentifiable assets, liabilities and contingent liabilities acquired (goodwill) is recognised as goodwill under intangibleassets. Goodwill is not amortised but is tested annually for impairment. The first impairment test is performedbefore the end of the acquisition year. Upon acquisition, goodwill is allocated to the cash-generatingunits, which subsequently form the basis for the impairment test.The cost of a business combination comprises the fair value of the consideration agreed upon and costs directlyattributable to the acquisition. When a business combination agreement provides for an adjustment to the cost ofthe combination contingent on future events, the amount of that adjustment is included in the cost of the combinationif the event is probable and the adjustment can be measured reliably.Goodwill and fair value adjustments in connection with the acquisition of a foreign entity with a functional currencyother than the presentation currency used in the Carlsberg Breweries Group are treated as assets andliabilities belonging to the foreign entity and translated into the foreign entity's functional currency at the ex-F-152

Carlsberg Breweries Groupchange rate at the transaction date. Negative differences (negative goodwill) are recognised in the incomestatement at the acquisition date.If uncertainties regarding measurement of acquired identifiable assets, liabilities and contingent liabilities exist atthe acquisition date, initial recognition will take place on the basis of preliminary fair values. If identifiable assets,liabilities and contingent liabilities are subsequently determined to have a different fair value at the acquisitiondate from that first assumed, goodwill is adjusted up until 12 months after the acquisition. The effect of the adjustmentsis recognised in the opening balance of equity and the comparative figures are restated accordingly.Subsequently, goodwill is only adjusted as a result of changes in estimates of contingent purchase considerations,except in cases of material error. However, subsequent realisation of the acquired entity's deferred taxassets not recognised at the acquisition date will require recognition of the tax benefit in the income statementand simultaneous write-down of the carrying amount of goodwill to the amount which would have been recognisedif the deferred tax asset had been recognised as an identifiable asset at the acquisition date.For business combinations made prior to 1 January 2004, the accounting classification is maintained accordingto the former accounting policies, except that trademarks are now presented in a separate line in the balancesheet. Accordingly, goodwill is recognised on the basis of the cost recognised in accordance with the formerpolicies (the Danish Financial Statements Act and Danish Accounting Standards) less amortisation and impairmentlosses up until 31 December 2003. Goodwill is not amortised after 1 January 2004. The accounting treatmentof business combinations prior to 1 January 2004 was not changed in connection with the opening balancesheet at 1 January 2004.Gains or losses on the disposal or winding-up of subsidiaries, joint ventures and associates are stated as thedifference between the sales amount and the carrying amount of net assets including goodwill at the date of disposalor winding-up, foreign exchange adjustments recognised directly in equity plus costs to sell or winding-upexpenses.On disposal of entities acquired prior to 1 January 2002 where goodwill in accordance with the former accountingpolicies was written off directly in equity and where in accordance with the exemption in IFRS 1 goodwill isnot recognised in the balance sheet, the goodwill written off is recognised at a carrying amount of DKK 0 in determiningany gains and losses on the disposal of the entity.Acquisition and disposal of minority interestsOn acquisition of minority interests (i.e. subsequent to the Carlsberg Breweries Group obtaining control) acquirednet assets are not revalued at fair value. The difference between the cost and the carrying amount of acquiredminority interests at the acquisition date is recognised as goodwill.On disposal of minority interests, the difference between the sales amount and the carrying amount of the minorityinterests is deducted proportionally from the carrying amount of goodwill.Foreign currency translationFor each of the reporting entities in the Group, a functional currency is determined. The functional currency is theprimary currency used for the reporting entity's operations. Transactions denominated in currencies other thanthe functional currency are considered transactions denominated in foreign currencies.On initial recognition, transactions denominated in foreign currencies are translated to the functional currency atthe exchange rates at the transaction date. Foreign exchange differences arising between the exchange rates atthe transaction date and at the date of payment are recognised in the income statement as financial income orfinancial expenses.Receivables, payables and other monetary items denominated in foreign currencies are translated at the exchangerates at the balance sheet date. The difference between the exchange rates at the balance sheet dateand at the date at which the receivable or payable arose or the exchange rate in the latest Consolidated FinancialStatements is recognised in the income statement as financial income or financial expenses.F-153

Carlsberg Breweries GroupOn recognition in the consolidated financial statements of entities with a functional currency other than the presentationcurrency of Carlsberg Breweries A/S (DKK), the income statements and cash flow statements are translatedat the exchange rates at the transaction date and the balance sheet items are translated at the exchangerates at the balance sheet date. An average exchange rate for the month is used as the exchange rate at thetransaction date to the extent that this does not significantly deviate from the exchange rate at the transactiondate. Foreign exchange differences arising on translation of the opening balance of equity of foreign entities atthe exchange rates at the balance sheet date and on translation of the income statements from the exchangerates at the transaction date to the exchange rates at the balance sheet date are recognised directly in equityunder a separate translation reserve.Foreign exchange adjustment of balances with foreign entities which are considered part of the investment in theentity are recognised in the consolidated financial statements directly in equity if the balance is denominated inthe functional currency of the Parent Company or the foreign entity. Correspondingly, foreign exchange gainsand losses on the part of loans and derivative financial instruments which are designated as hedges of investmentsin foreign entities with a functional currency different from Carlsberg Breweries A/S and which effectivelyhedge against corresponding foreign exchange gains and losses on the investment in the entity are also recogniseddirectly in a separate translation reserve in equity.On recognition in the consolidated financial statements of associates with a functional currency other than thepresentation currency of Carlsberg Breweries A/S, the share of profit/loss for the year is translated at averageexchange rates and the share of equity, including goodwill, is translated at the exchange rates at the balancesheet date. Foreign exchange differences arising on the translation of the share of the opening balance of equityof foreign associates at the exchange rates at the balance sheet date, and on translation of the share ofprofit/loss for the year from average exchange rates to the exchange rates at the balance sheet date, are recogniseddirectly in a separate translation reserve in equity.On complete or partial disposal of a foreign entity or on repayment of balances which constitute part of the netinvestment in the foreign entity, the share of the cumulative amount of the exchange differences recognised directlyin equity relating to that foreign entity is recognised in the income statement when the gain or loss on disposalis recognised.Prior to translation of the financial statements of foreign entities in countries with hyperinflation, the financialstatements (including comparative figures) are inflation-adjusted for changes in purchasing power in the localcurrency. Inflation adjustment is based on relevant price indexes at the balance sheet date.Derivative financial instrumentsDerivative financial instruments are recognised in the balance sheet at cost on the transaction date and subsequentlyat fair value.The fair values of derivative financial instruments are included in other receivables and other payables respectively,and set-off of positive and negative values is only made when the Company has the right and the intentionto settle several financial instruments net. Fair values of derivative financial instruments are computed on thebasis of current market data and generally accepted valuation methods.Changes in the fair value of derivative financial instruments designated as and qualifying for recognition as a fairvalue hedge of recognised assets and liabilities are recognised in the income statement together with changes inthe value of the hedged asset or liability with respect to the hedged portion. Hedging of future cash flows accordingto agreement, except for foreign currency hedges, is treated as a fair value hedge of a recognised asset orliability.Changes in the portion of the fair value of derivative financial instruments designated as and qualifying as a cashflow hedge and which effectively hedge changes in the value of the hedged item are recognised in equity. If thehedged transaction results in gains or losses, amounts previously recognised in equity are transferred to thesame item as the hedged item. Gains or losses from hedges of proceeds from future borrowings are, however,transferred from equity over the term of the loan.F-154

Carlsberg Breweries GroupFor derivative financial instruments that do not qualify for hedge accounting, changes in fair value are recognisedcurrently in the income statement as financial income or financial expenses.Changes in the fair value of derivative financial instruments used to hedge net investments in foreign subsidiaries,joint ventures or associates and which effectively hedge currency fluctuations in these entities are recognisedin the consolidated financial statements directly in a separate translation reserve in equity.Certain contracts contain characteristics of derivative financial instruments. Such embedded derivatives are recognisedseparately and measured currently at fair value if they differ significantly from the host contract, unlessthe entire host contract is recognised and measured at fair value.Income statementRevenueRevenue from the sale of finished goods and goods for resale is recognised in the income statement providedthat transfer of risk to the buyer has taken place and that the income can be reliably measured and is expectedto be received.Royalty and licence fees are recognised when earned according to the terms of the licence agreements.Revenue is measured excl. VAT and duties, including excise duties on beer and soft drinks, and discounts.Cost of salesCost of sales comprises costs incurred in generating the revenue for the year and development costs. Suchcosts include direct and indirect costs for raw materials and consumables, wages and salaries, rent and leases,and depreciation of production plant and returnable packaging.Sales and distribution expensesCosts incurred in distributing goods sold during the year and in conducting sales campaigns etc. during the yearare recognised as distribution expenses. Also included are costs relating to sales staff, sponsorships, advertisingand in-store display expenses, as well as depreciation and impairment of sales equipment.Administrative expensesAdministrative expenses comprise expenses incurred during the year for management and administration, includingexpenses for administrative staff, office premises and office expenses, and depreciation and write-downsfor bad debt losses.Other operating income and expensesOther operating income and costs comprise items secondary to the principal activities of the entities, includinggains and losses on the disposal of intangible assets and property, plant and equipment. Gains and losses onthe disposal of intangible assets and property, plant and equipment are determined as the sales price less sellingcosts and the carrying amount at the disposal date. Also included in this item are the effective interest rateon on-trade loans calculated on the basis of amortised cost.Government grantsGovernment grants relate to grants and funding for development activities, investment grants, etc.Grants for development activities which are recognised directly in the income statement are recognised as otheroperating income.Grants for the acquisition of assets and development projects are recognised in the balance sheet as deferredincome and transferred to other operating income in the income statement as the assets for which the grantswere awarded are amortised.F-155

Carlsberg Breweries GroupOperating profit before special itemsOperating profit before special items is an important financial ratio for year-to-year comparison and for comparisonof companies in the brewing industry.Special itemsThis item includes significant income and costs of a special nature in terms of the Group’s revenue-generatingoperating activities, such as the cost of extensive restructuring of processes and fundamental structuralchanges, as well as any gains or losses arising from disposals in this connection. This item also includes significantnon-recurring items, including impairment of goodwill and gains on the disposal of activities.These items are shown separately in order to provide a fairer presentation of the Group’s operating profit.Profits/losses from investments in associatesThe proportionate share of the results of associates after tax and minority interests is recognised in the consolidatedincome statement after elimination of the proportionate share of intra-group profits/losses.Financial income and expensesFinancial income and expenses comprise interest income and expenses, gains and losses on securities and impairmentof securities, payables and transactions denominated in foreign currencies, amortisation of financialassets (other than loans to customers in the on-trade, which are included in other operating income) and liabilities,including defined benefit retirement benefit plans, surcharges and refunds under the on-account tax schemeetc. Realised and unrealised gains and losses on derivative financial instruments which are not designated ashedging arrangements are also included.Tax on profit/loss for the yearTax for the year comprises current tax, joint taxation contributions and changes in deferred tax for the year, includingchanges as a result of a change in the tax rate. The tax expense relating to the profit/loss for the year isrecognised in the income statement, and the tax expense relating to changes directly recognised in equity isrecognised directly in equity. Carlsberg Breweries A/S is subject to the Danish rules on mandatory joint taxationof the Carlsberg Group's Danish companies. Subsidiaries are included in the joint taxation from the date whenthey are included in the consolidated financial statements and up to the date when they are excluded from theconsolidation.Carlsberg A/S is the administrative company under the joint taxation and accordingly pays all corporation taxesto the tax authorities. The jointly taxed companies are taxed under the on-account tax scheme.On payment of joint taxation contributions, the current Danish corporation tax is allocated between the jointlytaxed companies in proportion to their taxable income. Companies with tax losses receive joint taxation contributionsfrom other companies that have used the tax losses to reduce their own taxable profit (full absorption).If the Carlsberg Breweries Group obtains a tax deduction on computation of the taxable income in Denmark or inforeign jurisdictions as a result of share-based payment programmes, the tax effect of the programmes is recognisedin tax on the profit/loss for the year. However, if the total tax deduction exceeds the total tax expense, thetax benefit for the excess deduction is recognised directly in equity.Balance sheetIntangible assetsGoodwillGoodwill is initially recognised in the balance sheet at cost as described under "Business combinations". Subsequently,goodwill is measured at cost less accumulated impairment losses. Goodwill is not amortised.F-156

Carlsberg Breweries GroupThe carrying amount of goodwill is allocated to the Group's cash-generating units at the acquisition date. Identificationof cash-generating units is based on the management structure and internal financial control.Other intangible assetsResearch costs are recognised in the income statement as they are incurred. Development costs are recognisedas intangible assets if the costs are expected to generate future economic benefits.Costs for development and implementation of substantial IT systems are capitalised and amortised over theirestimated useful life.Trademarks and customer agreements/portfolios acquired in connection with business combinations are recognisedat cost and amortised over their expected useful life. Trademarks with an indefinite useful life are not amortisedbut impairment-tested at least annually.CO 2 emission rights are measured at cost at the date of allocation (i.e. normally DKK 0), while acquired rightsare measured at cost. Acquired rights are amortised over the production period during which they are expectedto be utilised. A liability is recognised (at fair value) only if actual emissions of CO 2 exceed allocated levels basedon the holding of rights.Other intangible assets are measured at cost less accumulated amortisation and impairment losses.Amortisation is carried out systematically over the expected useful lives of the assets. The expected useful livesare as follows:Trademarks with finite useful livesUseful life, normally maximum 20 yearsSoftware etc.3-5 yearsDelivery rightsDepending on contract,but not exceeding 5 yearsCustomer agreements/portfoliosDepending on retention rateThe useful life is reassessed annually. When changing the amortisation period due to a change in the useful life,the effect on the amortisation is recognised prospectively as a change in accounting estimates.Property, plant and equipmentLand and buildings, plant and machinery, and fixtures and fittings, other plant and equipment are measured atcost less accumulated depreciation and impairment losses.Cost comprises the purchase price and any costs directly attributable to the acquisition until the date when theasset is available for use. The cost of self-constructed assets comprises direct and indirect costs of materials,components, subsuppliers, and wages and salaries. The present value of estimated liabilities related to dismantlingand removing the asset and restoring the site on which the asset is located is added to the cost of selfconstructedassets. Where individual components of an item of property, plant and equipment have differentuseful lives, they are accounted for as separate items, which are depreciated separately.The cost of assets held under finance leases is stated at the lower of fair value of the assets and the presentvalue of the future minimum lease payments. For the calculation of the net present value, the interest rate implicitin the lease or an approximation thereof is used as the discount rate.Subsequent costs, e.g. in connection with replacement of components of property, plant and equipment, arerecognised in the carrying amount of the asset if it is probable that the costs will result in future economic benefitsfor the Group. The replaced components are derecognised in the balance sheet and recognised as an expensein the income statement. Costs incurred for ordinary repairs and maintenance are recognised in the incomestatement as incurred.Property, plant and equipment, including assets held under finance leases, is depreciated on a straight-line basisover the expected useful lives of the assets. The expected useful lives are as follows:F-157

Carlsberg Breweries GroupBuildingsTechnical installationsBrewery equipmentFilling and bottling equipmentTechnical installations in warehousesOn-trade and distribution equipmentFixtures and fittings, other plant and equipmentReturnable packagingHardware20-40 years15 years15 years8-15 years8 years5 years5-8 years3-10 years3 yearsLand is not depreciated.The basis of depreciation is calculated on the basis of the residual value less impairment losses. The residualvalue is determined at the acquisition date and reassessed annually. If the residual value exceeds the carryingamount, depreciation is discontinued.When changing the depreciation period or the residual value, the effect on the depreciation is recognised prospectivelyas a change in accounting estimates.Depreciation and minor impairment losses are recognised in the income statement under cost of sales, salesand distribution costs and administrative expenses to the extent that depreciation is not included in the cost ofself-constructed assets.Significant impairment losses of a non-recurring nature are recognised in the income statement under specialitems.Investments in associatesInvestments in associates are recognised according to the equity method and measured at the proportionateshare of the entities' net asset values calculated in accordance with the Group's accounting policies minus orplus the proportionate share of unrealised intra-group profits and losses and plus the carrying amount of goodwill.Investments in associates with negative net asset values are measured at DKK 0. If the Group has a legal orconstructive obligation to cover a deficit in the associate, the deficit is recognised under provisions.Any amounts owed by associates are written down to the extent that the amount owed is deemed irrecoverable.On acquisition of investments in associates, the purchase method is used, see the description under Businesscombinations.InventoriesInventories are measured at the lower of weighted average cost and the net realisable value.Goods for resale and raw materials and consumables are measured at cost, comprising purchase price plus deliverycosts.Finished goods and work in progress are measured at cost, comprising the cost of raw materials, consumables,direct wages and salaries and indirect production overheads. Indirect production overheads comprise indirectmaterials and wages and salaries, and maintenance and depreciation of production machinery, buildings andequipment. amd factory administration and management.The net realisable value of inventories is calculated as the sales amount less costs of completion and costs necessaryto make the sale, and is determined taking into account marketability, obsolescence and development inexpected sales price.F-158

Carlsberg Breweries GroupReceivablesReceivables are measured at amortised cost less impairment losses. Receivables are written down for bad debtlosses on the basis of customers’ anticipated ability to pay and expectations of any changes to this ability, takinginto account historical payment patterns, terms of payment, customer segment, creditworthiness and prevailingmarket conditions in the individual markets.As regards loans to the on-trade, any difference between present value and the nominal amount at the loan dateis treated as a prepaid discount to the customer, which is recognised in the income statement in accordance withthe terms of the agreement. The market interest rate is used as the discount rate, corresponding to the moneymarket rate based on the maturity of the loan with the addition of a risk premium. The effective interest rate onthese loans is recognised in other operating income, and the amortisation of the difference between the discountrate and the effective interest rate is included as a discount in revenue.PrepaymentsPrepayments comprise costs incurred concerning subsequent financial years, including in particular sponsorshipand marketing costs. Prepayments are measured at cost.SecuritiesShares not classified as shares in subsidiaries or associates and bonds are classified as securities available forsale. Such securities are recognised at cost at the trade date and are subsequently measured at fair value correspondingto the market price of quoted securities and for unquoted securities an estimated fair value computedon the basis of market data and generally accepted valuation methods. Unrealised value adjustments are recogniseddirectly in equity except for impairment losses and foreign exchange adjustments of bonds denominated inforeign currencies, which are recognised in the income statement as financial income or financial expenses. Onrealisation, the accumulated value adjustment recognised in equity is transferred to the income statement.Securities available for sale are classified as current and non-current on the basis of management’s sellingplans. The Group has no securities classified as a trading portfolio.Impairment of assetsGoodwill and trademarks with indefinite useful lives are subject to an annual impairment test, initially before theend of the acquisition year.The carrying amount of goodwill is tested for impairment, together with the other non-current assets in the cashgeneratingunit to which goodwill is allocated, and written down to the recoverable amount via the income statementif the carrying amount is higher. The recoverable amount is generally calculated as the present value ofexpected future net cash flows (value in use) from the entity or activity (cash-generating unit) to which the goodwillis allocated. Impairment of goodwill is recognised under special items in the income statement.The carrying amount of trademarks with indefinite useful lives is subject to an impairment test and written downto the recoverable amount via the income statement if the carrying amount is higher. The recoverable amount isgenerally calculated as the present value of expected future net cash flows from the trademark in the form ofroyalties. Impairment of trademarks is recognised under special items in the income statement.The carrying amount of other non-current assets is subject to an annual impairment test for indications of impairment.When there is an indication that assets may be impaired, the recoverable amount of the asset is determined.The recoverable amount is the higher of an asset's fair value less expected costs to sell and its valuein use. Value in use is the present value of the future cash flows expected to be derived from an asset or thecash-generating unit to which the asset belongs.An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds the recoverableamount of the asset or the cash-generating unit. Minor impairment losses are recognised in the incomestatement under cost of sales, sales and distribution costs, administrative expenses and other operatingF-159

Carlsberg Breweries Groupcosts. Significant impairment losses and impairment losses arising on extensive restructuring of processes andfundamental structural changes are, however, recognised under special items.Impairment of goodwill is not reversed. Impairment of other assets is reversed only to the extent of changes inthe assumptions and estimates underlying the impairment calculation. Impairment is only reversed to the extentthat the asset’s new carrying amount does not exceed the carrying amount of the asset after amortisation hadthe asset not been impaired.Deferred tax assets are subject to annual impairment tests and are recognised only to the extent that it is probablethat the assets will be utilised.EquityTranslation reserveThe translation reserve in the consolidated financial statements comprises foreign exchange differences arisingon translation of financial statements of foreign entities from their functional currencies into the presentation currencyused by Carlsberg Breweries A/S (DKK), balances considered to be part of the total net investment in foreignentities, and financial instruments used to hedge net investments in foreign entities.On full or partial realisation of the net investment, the foreign exchange adjustments are recognised in the incomestatement in the same item as the gain/loss.The translation reserve was recognised at zero at 1 January 2004 in accordance with IFRS 1.Proposed dividendsProposed dividends are recognised as a liability at the date when they are adopted at the Annual General Meeting(declaration date). The dividend recommended by the Board of Directors and therefore expected to be paidfor the year is disclosed in the notes.Interim dividends are recognised as a liability at the date when the decision to pay interim dividends is made.Share-based paymentThe value of services received in exchange for granted options is measured at the fair value of the optionsgranted.The share option programme for the Executive Board and other key employees in the Group is an equity-settledscheme. The share options are measured at fair value at the grant date and recognised in the income statementunder staff costs over the vesting period with a set-off directly against equity.On initial recognition of the share options, an estimate is made of the number of options expected to vest. Thatestimate is subsequently revised for changes in the number of options expected to vest. Accordingly, recognitionis based on the number of options that ultimately vested.The fair value of granted share options is estimated using the Black & Scholes call option pricing model, takinginto account the terms and conditions upon which the options were granted.Employee benefitsWages and salaries, social security contributions, paid leave and sick leave, bonuses and other employee benefitsare recognised in the financial year in which the employee renders the related service.Retirement benefit obligations and similar obligationsThe Group has entered into retirement benefit schemes and similar arrangements with the majority of theGroup's employees.Contributions to defined contribution plans are recognised in the income statement in the period to which theyrelate and any contributions outstanding are recognised in the balance sheet as other payables.F-160

Carlsberg Breweries GroupFor defined benefit plans an annual actuarial calculation is made of the present value of future benefits under thedefined benefit plan. The present value is determined on the basis of assumptions about the future developmentin variables such as salary levels, interest rates, inflation and mortality. The present value is determined only forbenefits earned by employees from their employment with the Group. The actuarial present value less the fairvalue of any plan assets is recognised in the balance sheet under retirement benefit obligations.Any difference between the expected development in retirement benefit plan assets and liabilities and realisedamounts constitutes actuarial gains or losses and is recognised directly in the balance sheet with a set-off directlyagainst equity.If changes in benefits relating to services rendered by employees in previous years result in changes in the actuarialpresent value, the changes are recognised as historical costs. Historical costs are recognised immediately,provided employees have already earned the changed benefits. If employees have not earned thebenefits, the historical costs are recognised in the income statement over the period in which the changedbenefits are earned by the employees.If a retirement benefit plan constitutes a net asset, the asset is only recognised if it off-sets future refunds fromthe plan or will lead to reduced future payments to the plan.Interest on retirement benefit obligations and the expected return on plan assets are recognised under financialincome or financial expenses.Realised gains and losses on the adjustment of retirement benefit obligations as a result of large-scale terminationof jobs in connection with restructuring are recognised in the income statement under special items.Realised gains and losses on the curtailment or settlement of retirement benefit plans are recognised in the incomestatement under other operating income, net.Corporation tax and deferred taxCurrent tax payable and receivable is recognised in the balance sheet as tax computed on the taxable incomefor the year, adjusted for tax on the taxable income of prior years and for tax paid on account.Deferred tax on all temporary differences is measured using the balance sheet liability method between the carryingamount and the tax base of assets and liabilities. However, deferred tax is not recognised on temporarydifferences relating to goodwill which is not deductible for tax purposes or on office premises and other itemswhere temporary differences, apart from business combinations, arise at the acquisition date without affectingeither profit/loss for the year or taxable income. Where alternative tax rules can be applied to determine the taxbase, deferred tax is measured based on management’s planned use of the asset or settlement of the liabilityrespectively.If specific dividend plans exist for subsidiaries, joint ventures and associates in countries levying withholding taxon distributions, deferred tax is recognised on profit generated.Deferred tax assets, including the tax base of tax loss carryforwards, are recognised under other non-currentassets at the expected value of their utilisation, either as a set-off against tax on future income or as a set-offagainst deferred tax liabilities in the same legal tax entity and jurisdiction.Deferred tax assets and tax liabilities are offset if the Company has a legally enforceable right to offset currenttax liabilities and tax assets or intends either to settle current tax liabilities and tax assets on a net basis or torealise the assets and settle the liabilities simultaneously.Adjustment is made to deferred tax resulting from elimination of unrealised intra-group profits and losses.Deferred tax is measured according to the tax rules and at the tax rates applicable in the respective countries atthe balance sheet date when the deferred tax is expected to crystallise as current tax. The change in deferredtax as a result of changes in tax rates is recognised in the income statement. Changes to deferred tax recognisedin equity are, however, recognised in equity.F-161

Carlsberg Breweries GroupOther provisionsOther provisions are recognised when, as a result of events arising before or at the balance sheet date, theGroup has a legal or a constructive obligation and it is probable that there may be an outflow of resources embodyingeconomic benefits to settle the obligation. Other provisions are discounted if the effect is material to themeasurement of the liability. The Carlsberg Breweries Group’s average borrowing rate is used as the discountrate.Restructuring costs are recognised under liabilities when a detailed, formal restructuring plan has been announcedto the persons affected no later than at the balance sheet date. On acquisition of entities, restructuringprovisions in the acquiree are only included in goodwill when the acquiree has a restructuring liability at the acquisitiondate.A provision for onerous contracts is recognised when the expected benefits to be derived by the Group from acontract are lower than the unavoidable costs of meeting its obligations under the contract.When the Group has a legal obligation to dismantle or remove an asset or restore the site on which the asset islocated, a provision is recognised corresponding to the present value of expected future costs.Financial liabilitiesAmounts owed to credit institutions, bonds etc. are recognised at the date of borrowing at the net proceeds receivedless transaction costs paid. In subsequent periods, the financial liabilities are measured at amortised costusing the effective interest method. Accordingly, the difference between the proceeds and the nominal value isrecognised in the income statement under financial expenses over the term of the loan.Financial liabilities also include the capitalised residual obligation on finance leases, which is measured at amortisedcost.Other liabilities are measured at amortised cost.Deposits on returnable packagingThe refund obligation in respect of deposits on returnable packaging is stated on the basis of deposit price aswell as an estimate of the number of bottles, kegs, cans and crates in circulation.LeasesFor accounting purposes lease obligations are divided into finance and operating leases.Leases are classified as finance leases if they transfer substantially all the risks and rewards incident to ownershipto the lessee. All other leases are classified as operating leases.The accounting treatment of assets held under finance leases and lease obligations is described under Property,plant and equipment and Financial liabilities respectively.Operating lease payments are recognised in the income statement on a straight-line basis over the lease term.Deferred incomeDeferred income comprises payments received concerning income in subsequent years and is measured atcost.Assets held for saleAssets held for sale comprises non-current assets and disposal groups held for sale. Disposal groups are definedas a group of assets to be disposed of, by sale or otherwise, together as a group in a single transactionand those liabilities directly associated with the assets that will be transferred in the transaction.F-162

Carlsberg Breweries GroupAssets are classified as held for sale if management has decided to sell the asset or disposal group and takenthe necessary steps to carry out the sale, such that the carrying amount will be recovered principally through asale within 12 months in accordance with a formal plan rather than through continuing use.Assets or disposal groups held for sale are measured at the lower of carrying amount or fair value less costs tosell. Assets are not depreciated or amortised from the date when they are reclassified as held for sale.Impairment losses on initial recognition as held for sale and gains and losses on subsequent remeasurement atthe lower of carrying amount and fair value less costs to sell are recognised in the income statement in the itemsto which they relate. Gains and losses are disclosed in the notes.Assets and liabilities are recognised separately in the balance sheet and main items are specified in the notes.Comparative figures are not restated.If a sale is not completed as expected, the asset or disposal group is reclassified to the items in the balancesheet from which the asset or disposal group was originally separated. This reclassification is made at the carryingamount less any depreciation charges that would have been recognised if the asset had not been classifiedas held for sale.Presentation of discontinued operationsDiscontinued operations comprise activities and cash flows that can be clearly distinguished from the other businessareas and have either been disposed of or are held for sale, and the sale is expected to be carried outwithin twelve months in accordance with a formal plan. Discontinued operations also include entities which areclassified as held for sale in connection with an acquisition.Discontinued operations are presented in a separate line in the income statement and as assets and liabilitiesheld for sale in the balance sheet, and main items are specified in the notes. Comparative figures are restated.Cash flow statementThe cash flow statement shows the cash flows from operating, investing and financing activities for the year, theyear's changes in cash and cash equivalents as well as cash and cash equivalents at the beginning and end ofthe year.The cash flow effect of acquisitions and disposals of entities is shown separately in cash flows from investingactivities. Cash flows from acquisitions of entities are recognised in the cash flow statement from the acquisitiondate. Cash flows from disposals of entities are recognised up until the disposal date.Cash flow from operating activitiesCash flows from operating activities are calculated using the indirect method as the operating profit before specialitems adjusted for non-cash operating items, changes in working capital, restructuring costs paid, interestreceived and paid, and corporation tax paid.Cash flow from investing activitiesCash flows from investing activities comprise payments in connection with acquisitions and disposals of entitiesand activities and of intangible assets, property, plant and equipment and other non-current assets as well asacquisition and disposal of securities not recognised as cash and cash equivalents.Acquisitions of assets by means of finance leases are treated as non-cash transactions.Cash flow from financing activitiesCash flows from financing activities comprise changes in the size or composition of the share capital and relatedcosts as well as the acquisition of minority interests, raising of loans, repayment of interest-bearing debt, acquisitionand disposal of treasury shares and payment of dividends to shareholders.F-163

Carlsberg Breweries GroupCash flows from assets held under finance leases are recognised as payment of interest and repayment of debt.Cash and cash equivalentsCash and cash equivalents comprise cash, less bank overdrafts, and short-term marketable securities with aterm of three months or less at the acquisition date which are subject to an insignificant risk of changes in value.Cash flows in currencies other than the functional currency are translated using average exchange rates unlessthese deviate significantly from the exchange rate at the transaction date.Segment informationThe Group’s activity is the production and sale of beer and other beverages. In accordance with the Group’smanagement structure, beverage activities are segmented according to the geographical regions where productiontakes place. Segment information is provided only on the Group's primary segments.A segment’s operating profit/loss includes revenue, operating costs and share of profit/loss in associates to theextent that they can be allocated directly to the individual segment. Income and expenses related to Group functionshave not been allocated and, as is the case with eliminations and other activities, are not included in theoperating profit/loss of the segments.Non-current segment assets comprise non-current assets used directly in the operating activities of the segment,including intangible assets, property, plant and equipment, and investments in associates. Current segment assetsare allocated to the segments to the extent that they can be allocated directly to the individual segment, includinginventories, trade receivables, other receivables and prepayments.Segment liabilities comprise liabilities resulting from the operating activities of the segment, including provisions,trade payables and other payables.Financial ratiosEarnings per share (EPS) and diluted earnings per share (EPS-D) are calculated in accordance with IAS 33.Earnings per share (EPS)Consolidated profit for the year, excluding minority interests, divided by the average number of shares outstanding.Earnings per share, diluted (EPS-D)Consolidated profit for the year, excluding minority interests, divided by the average number of shares outstanding,fully diluted for share options in the money in accordance with IAS 33 1 .Number of shares, averageThe number of issued shares, excluding treasury shares, as an average for the year (= average number ofshares outstanding).1 The dilutive effect is calculated as the difference between the number of shares that could be acquired at fair value for theproceeds from the exercise of the share options and the number of shares that could be issued assuming that the options areexercised.F-164

Carlsberg Breweries GroupGroup companiesCarlsberg Breweries A/SWestern EuropeBBH GroupEastern Europe excl. BBHAsiaOwnershipshareNominal sharecapital (1,000)CurrencyExchangerateCarlsberg Danmark A/S, Copenhagen, Denmark 3 subsidiaries 100% 100.000 DKK 100,00 Investeringselskapet RH, Oslo, Norway 100% 49.900 NOK 93,51 Ringnes a.s., Oslo, Norway 6 subsidiaries 100% 238.714 NOK 93,51 Oy Sinebrychoff Ab, Helsinki, Finland 100% 96.707 EUR 745,66 Pripps Ringnes AB, Stockholm, Sweden 1 subsidiary 100% 287.457 SEK 78,92 Carlsberg Sverige AB, Stockholm, Sweden 9 subsidiaries 100% 70.000 SEK 78,92 BBH - Baltic Beverages Holding AB, Stockholm, Sweden 50% 12.000 EUR 745,66 Saku Brewery AS, Estonia 1) 75% 80.000 EEK 47,66 A/S Aldaris, Lithuania 85% 7.500 LVL 1.069,80 Baltic Beverages Invest AB, Stockholm, Sweden 100% 11 EUR 745,66 Baltic Beverages Holding Oy, Helsinki, Finland 100% 4 EUR 745,66 Svyturys-Utenos Alus AB, Lithuania 75% 118.000 LTL 215,96 Slavutich Brewery, Ukraine 92% 853.692 UAH 100,51 Lvivska Brewery, Ukraine 100% 72.741 UAH 100,51 Baltic Beverages Eesti, Estonia 100% 400 EEK 47,66 Baltika Brewery, St. Petersburg, Russia 1) 86% 164.364 RUB 20,73 Derbes Company Ltd. Liability Partnership, Kazakhstan 90% 4.820.426 KZT 4,18 UAB BBH Baltics, Lithuania 100% 10 LTL 215,96 Sarbast, Tashkent, Uzbekistan 75% 35.217.146 UZS 0,40 Olivaria, Belarus 30% 61.444.801 BYR 0,24 Carlsberg Italia S.p.A, Lainate, Italy 14 subsidiaries 100% 82.400 EUR 745,66 Unicer-Bebidas de Portugal, SGPS, S.A., Porto, Portugal 12 subsidiaries 4) 44% 50.000 EUR 745,66 Feldschlösschen Getränke Holding AG, Rheinfelden, Switzerland 3 subsidiaries 100% 95.000 CHF 449,08 Carlsberg Deutschland GmbH, Mönchengladbach, Germany 6 subsidiaries 100% 26.897 EUR 745,66 Göttsche Getränke GmbH, Germany 100% 2.000 EUR 745,66 Holsten-Brauerei AG, Hamburg, Germany 10 subsidiaries 100% 41.250 EUR 745,66 Tuborg Deutschland GmbH, Mönchengladbach, Germany 100% 51 EUR 745,66 Carlsberg GB Limited, Northampton, UK 100% 692 GBP 1.014,80 Carlsberg UK Holdings PLC, Northampton, UK 2 subsidiaries 100% 90.004 GBP 1.014,80 Carlsberg Polska S. A., Warsaw, Poland 3 subsidiaries 100% 28.721 PLN 207,04 Carlsberg Accounting Centre Sp.z.o.o., Poznan, Poland 100% 50 PLN 207,04 Dyland BV, Bussum, Nederlands 1 subsidiary 100% 18.198 EUR 745,66 Carlsberg Croatia d.o.o., Koprivnica, Croatia 80% 239.932 HRK 101,68 Bottling and Brewing Group Ltd., Blantyre, Malawi 3 subsidiaries 2) 44% 1.267.128 MWK 3,66 Nuuk Imeq A/S, Nuuk, Greenland 32% 45.679 DKK 100,00 Israel Beer Breweries Ltd, Ashkelon, Israel 20% 15.670 ILS 132,46 International Breweries (Netherlands) B.V., Bussum, Nederlands 2 subsidiaries 16% 2.523 USD 507,53 Türk Tuborg Bira ve Malt Sanayii A.S., Izmir, Turkey 1 subsidiary 1) 96% 99.972 TRY 436,55 Carlsberg Bulgaria AD, Mladost, Bulgaria 80% 37.325 BGN 381,26 B to B Distribution EOOD, Mladost, Bulgaria 100% 10 BGN 381,26 Carlsberg Serbia d.o.o., Serbia 2 subsidiaries 80% 2.169.547 RSD 9,30 Carlsberg Hungary Sales Limited Liability Company, Budaörs, Hungary 100% 25.200 HUF 2,94 Carlsberg International A/S, København, Denmark 100% 1.000 DKK 100,00 South-East Asia Brewery Ltd., Hanoi, Vietnam 60% 212.705.000 VND 0,03 International Beverages Distributors Ltd., Hanoi, Vietnam 60% 10.778.000 VND 0,03 Hue Brewery Ltd., Hue, Vietnam 50% 216.788.000 VND 0,03 Tibet Lhasa Brewery Company Limited, Lhasa, Tibet, China 33% 380.000 CNY 69,49 Xinjiang Wusu Beer Co. Ltd., Urumqi, Xinjiang, China 3 subsidiaries 60% 105.480 CNY 69,49 Lanzhou Huanghe Jianjiang Brewery Company Limited, China 30% 210.000 CNY 69,49 Qinghai Huanghe Jianjiang Brewery Company Ltd., Xining, Qinghai, China 33% 85.000 CNY 69,49 Jiuquan West Brewery Company Ltd., Jiuquan, Gansu, China 30% 15.000 CNY 69,49 Gansu Tianshui Benma Brewery Company Ltd., Tianshui, Gansu, China 30% 16.620 CNY 69,49 Ningxia Xixia Jianiang Brewery Ltd, China 70% 194.351 CNY 69,49 Carlsberg Brewery Malaysia Berhad, Selangor Darul Ehsan, Malaysia 1) 51% 154.039 MYR 152,96 Carlsberg Marketing Sdn BHD, Selangor Darul Ehsan, Malaysia 100% 10.000 MYR 152,96 Euro Distributors Sdn BHD, Selangor Darul Ehsan, Malaysia 100% 100 MYR 152,96 The Lion Brewery Ceylon, Biyagama, Sri Lanka 1) 25% 850.000 LKR 4,70 Carlsberg Distributors Taiwan Ltd, Taiwan 50% 100.000 TWD 15,75 Carlsberg Asia Pte Ltd., Singapore 100% 54.914 SGD 350,96 Brewery Invest Pte. Ltd, Singapore 100% 3.200 SGD 350,96 Carlsberg Brewery Hong Kong Ltd., Hong Kong, China 1 subsidiary 100% 260.000 HKD 65,05 Carlsberg Brewery Guangdong Ltd., Huizhou, China 99% 442.330 CNY 69,49 Tsingtao Beer Shanghai Songjiang Co. Ltd., Shanghai, China 25% 303.659 CNY 69,49 Carlsberg Hong Kong Ltd., Hong Kong, China 100% (-) HKD 65,05 Kunming Huashi Brewery Company Ltd., Kunming, China 100% 79.528 CNY 69,49 Lao Brewery Co. Ltd., Vientiane, Laos 50% 14.400.000 LAK 0,05 Carlsberg Singapore Pte. Ltd., Singapore 100% 1.000 SGD 350,96 Other activitiesF-165

Carlsberg Breweries GroupGroup companiesCarlsberg Breweries A/SOwnershipshareWestern EuropeBBH GroupEastern Europe excl. BBHAsiaNominal sharecapital (1,000)CurrencyExchangerateCarlsberg Marketing (Singapore) Pte Ltd., Singapore 100% 1.000 SGD 350,96 Gorkha Brewery Pvt. Ltd., Kathmandu, Nepal 50% 466.325 NPR 8,05 Dali Beer (Group) Limited Company, Dali, China 100% 97.799 CNY 69,49 Caretech Ltd, Hong Kong, China 4) 50% 10.000 HKD 65,05 Cambrew Pte Ltd, Singapore 4) 100% 21.720 SGD 350,96 Cambrew Ltd, Phnom Penh, Cambodia 1 subsidiary 4) 100% 125.000 USD 507,53 Lao Soft Drinks Co. Ltd, Laos 65% 2.448.000 LAK 0,05 Carlsberg IndoChina 100% 500 USD 507,53 South Asian Breweries Pvt Ltd, Singapore 45% 19.864 SGD 350,96 South Asian Breweries Pvt Ltd, India 100% 577.203 INR 12,96 Parag Breweries Ltd, India 52% 5.200 INR 12,96 Halong Beer and Beverage, Vietnam 30% 9.000.000.000 VND 0,03 Danish Malting Group A/S, Vordingborg, Denmark 100% 100.000 DKK 100,00 Danish Malting Group Polska Sp. z o.o., Sierpc, Poland 100% 20.000 PLN 207,04 Carlsberg Finans A/S, København, Denmark 100% 25.000 DKK 100,00 Carlsberg Invest A/S, København, Denmark 100% 52.847 DKK 100,00 CTDD Beer Imports Ltd., Quebec, Canada 100% - CAD 518,22 Carlsberg USA Inc., New York, USA 100% 1.260 USD 507,53 Carlsberg Canada Inc., Mississauga, Ontario, Canada 100% 750 CAD 518,22 Carlsberg IT A/S, København, Denmark 100% 50.000 DKK 100,00 Carlsberg Insurance A/S, København, Denmark 100% 25.000 DKK 100,00 Carlsberg Accounting Service Centre A/S, København, Denmark 100% 504 DKK 100,00 Subsidiary Proprotionally consolidated entity Associate1) Listed company2) Carlsberg is responsible for management3) In accordance with section 5(1) of the Danish Financial Statements Act (exemption provision), a separate Financial Statement is not prepared4) Company not audited by KPMGOther activitiesF-166

Registered Office of the IssuerCarlsberg Breweries A/S100 Ny Carlsberg Vej1760 Copenhagen VDenmarkRDA9 - 4.1.4DealersBNP PARIBASDanske Bank A/S10 Harewood Avenue 2-12 Holmens KanalLondon NW1 6AADK-1092 Copenhagen KUnited KingdomDenmarkSNA12 - 5.4.3SNA12 - 6.3Nordea Bank Danmark A/SSkandinaviska Enskilda Banken AB (publ)Christiansbro, Strandgade 3 Kungsträdgårdsgatan 8DK-1401 Copenhagen106 40 StockholmDenmarkSwedenSociété GénéraleThe Royal Bank of Scotland plc29 boulevard Haussmann 135 Bishopsgate75009 Paris London EC2M 3URFranceUnited KingdomFiscal Agent, Principal Paying Agent, Registrar and Transfer AgentBNP Paribas Securities Services, Luxembourg Branch33, rue de Gasperich, Howald-HesperangeL-2085 LuxembourgCalculation Agent/Agent BankBNP Paribas Securities Services, Luxembourg Branch33, rue de Gasperich, Howald-HesperangeL-2085 LuxembourgSNA12 - 5.4.5SNA12 - 5.4.1ArrangerBNP Paribas10 Harewood AvenueLondon NW1 6AAUnited KingdomLuxembourg Listing AgentBNP Paribas Securities Services, Luxembourg Branch33, rue de Gasperich, Howald-HesperangeL-2085 Luxembourg90

Auditors to the IssuerKPMG Statsautoriseret RevisionspartnerselskabBorups AlléPostboks 2502000 FrederiksbergRDA9 - 2.1DenmarkLegal AdvisersTo the IssuerSNA13 - 7.1SNA12 - 7.1in respect of Danish lawKromann ReumertSundkrogsgade 52100 Copenhagen ØDenmarkTo the Dealersas to English lawLinklaters LLPOne Silk StreetLondon EC2Y 8HQUnited Kingdom91