Recommended Cash Offer for Scottish & Newcastle plc

The boards of Scottish & Newcastle plc have reached agreement with a newly incorporated company jointly owned by Carlsberg A/S and Heineken N.V.

   Under the terms of the Offer, Scheme Shareholders will receive 800 pence in cash for each S&N Share. The Offer values S&N’s entire existing issued share capital at approximately £7.6 billion to £7.8 billion. No final dividend will be payable. Following completion of the Offer, S&N’s share of BBH, as well as the French, Greek, Chinese and Vietnamese operations will be transferred to Carlsberg. Heineken will continue to hold the remaining businesses, principally the UK and Ireland, Portuguese, Finnish, Belgian, US and Indian operations. The businesses will be separated as soon as possible and in any event within 12 months after the Effective Date.