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116770 Project Obelix Pt1.qxp - Carlsberg Group

116770 Project Obelix Pt1.qxp - Carlsberg Group

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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

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