116770 Project Obelix Pt1.qxp - Carlsberg Group

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