lkgal

1

• Expanding Carlsbergs Northern European
  Leadership

• Carlsberg Breweries
• Acquisition of Holsten-Brauerei
• January 20, 2004

2
Acquisition of Leadership Position in Northern
Germany

• Carlsberg is to acquire the main part of the
  brewing assets of Holsten for 437m (Enterprise
  Value)
• Acquisition is being effected through a bid by
  Carlsberg for the entire issued share capital of
  Holsten at 38.00 per share conditional on
  regulatory clearance
• The total Enterprise Value of the bid for Holsten
  is 1,065m (including 542m of net debt).
  Carlsberg has entered into conditional agreements
  to buy 51 of Holsten from Eisenbeiss family and
  other parties
• Carlsberg entered into back-to-back on-sale
  agreements to sell certain assets
• The Holsten business strengthens Carlsbergs
  leading position in the Northern European markets

3
Transaction Structure
Envisaged transaction steps
Brewing Assets
Water Companies

• Carlsberg takes over Holsten-Brauerei by public
  tender offer
• Holsten-Brauerei divests König and Licher to
  Bitburger Group
• Water business to be sold to third party

Hansa-Brunnen, Rellingen
König Brauerei, Duisburg
Holsten-Brauerei, Hamburg
Hansa-Mineral-brunnen, Rellingen
Mecklenburgische Brauerei Lübz
Licher Privat-brauerei, Lich
Heemann Group,Löhne
Feldschlösschen, Dresden
3rd Party
Feldschlösschen, Braunschweig
Landskron, Görlitz
Note Chart shows structure only. Actual
transaction includes numerous subsidiaries
4
Strategic and financial rationale

• Carlsberg secures 1 position in key German
  regional markets of Schleswig-Holstein, City of
  Hamburg, Mecklenburg-Vorpommern, Lower Saxony and
  Saxony
• Enhanced brand portfolio with strong potential
  benefits from Holsten brand exports especially in
  the UK and Russia
• Synergies available from cost efficiencies,
  production relocation and cross selling of the
  Carlsberg and Holsten brands
• Acquisition is expected to be earnings neutral
  (pre goodwill amortisation and including
  synergies) in 2005
• Based on current estimates, the transaction will
  meet ROIC requirements by 2006

5
Holsten business overview
Competitive environment
Market Shares
Total market size for core markets is approx. 25m
hl representing 25 of the total German market
Northern German Market
Schleswig Holstein and Hamburg
Carlsberg Holsten 21.2 Interbrew 16.1 Brau
und Brunnen 8.4 Warsteiner 7.0 Saxony Radeberg
15.5 Brau und Brunnen 13.2 Carlsberg
Holsten 11.7 Interbrew 7.5
Mecklenburg Vorpommern
Lower Saxony - South
Total capacity added to Carlsberg production
network 7.9m hl
Saxony
Breweries acquired by Carlsberg
Market share data for Carlsbergs share of
Holsten only (2003-H1) Source Deutscher
Brauerbund, 2003, GFK and Nielsen
6
Holsten brand portfolio
Regional brands
National brands
7
Brand strategy
Offer niche products to ensure a complete and
appealing brand portfolio
National specialty
Aspirational brand positioning driven by strong
advertising and promotional campaigns
Internationalpremium
Support, develop and leverage on existing
platform and heritage
Nationalbrands
Champion regional brands with loyal customer base
and a powerful brand heritage
Regionalbrands
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Carlsberg Northern European Leadership
No 1
No 3

• Expanding the Northern European platform to
  build market leadership in all key markets
• Reinforces Carlsbergs strong position in the
  European brewing industry
• strengthens both Carlsberg and local brands by
  utilising the powerful distribution network and
  sales force in Germany
• reinforces the export and license business of the
  group by expanding the portfolio with the Holsten
  brands

1
3
9
Benefits of the acquisition

• Cross-selling
• Strong potential market for Carlsberg
• Holsten enjoys excellent sales force penetration
  into off-trade and approximately 20,000 on-trade
  points of sale
• Capacity Utilisation
• The acquisition will enable Carlsberg to bring
  its German production in-house, further
  improving Holstens production efficiency and
  capacity utilisation
• Export Potential
• Holsten is one of the top two exported German
  brands
• Holsten has significant potential in the UK, and
  also in Russia where it is a well-known and
  growing brand

10
Financial Terms
Purchase price per share

38

523m
Implied equity value for 100

542m
Net debt

1,065m
Enterprise value
Less Enterprise value, sale of certain
Brewing assets Water assets
469m

159m


437m
Enterprise value(Carlsberg part of
Holsten-Brauerei) includes 314m net debt
11
Financial background to acquisition

• Carlsberg is acquiring assets from the Holsten
  business at a temporary blip in profitability
  caused by the impact of the German Deposit Law

Assets to be acquired (pre-synergies)
2001 2002 2003E 2004F
Sales 532 506 441 521 EBITDA 37 48 48 57 EBIT (
3) 8 1 7
(calculated using IAS)

• Holsten has already implemented a strong
  turnaround plan to deal with the Deposit Law
  involving
• switching volumes from cans to PET
• management driven cost reduction
• which defended Holstens EBITDA during that
  period (02 03)
• Capital employed (pro-forma 2002) ca. 370m

12
Synergies

• Carlsberg has identified specific synergy
  opportunities
• identified annual synergies are expected to be
  7m in 2004, 14m in 2005 and 17m by 2006
• include the benefit of an anticipated 200 thl
  increase in volume within 12 months of taking
  ownership of the assets
• from Carlsberg and Tuborg brands in Germany
• of Holsten brands in Germany
• of Holsten exports
• 70 of the synergies are driven by hard cost
  savings. This will be generated by 2006 from
  Brewery Best Practice, Procurement and Cost
  Savings
• Anticipate the total cost of achieving the
  anticipated synergies to be 35m (pre tax), which
  will be capitalised

13
Valuation
Pre- Post- synergies synergies 2002A 2003E
2004F 2004F(1)
EV/Sales 0.9x 1.0x 0.8x 0.8x EV/EBITDA 9.1x 9
.1x 7.7x 7.0x EV/EBIT 54.6x nm 62.4x 35.7x
EV/HL ( ) 57.5 70.5 60.7 59.6
(1) Transaction goodwill 70m Note Estimated
EV/EBITDA and EV/EBIT multiples for 2005 5.3x
and 14.0x respectively

• The transaction will be marginally net earnings
  dilutive in 2004 and net earnings neutral in 2005
  (pre goodwill amortisation and including
  synergies)
• Based on current estimates, the transaction will
  meet ROIC requirements by 2006

14
Carlsberg Germany looking forward

• It is anticipated that Nils S. Andersen will be
  elected Chairman of the future Supervisory Board
• The implementation plan will be the
  responsibility of Wolfgang Burgard who will
  remain Head of Carlsbergs German operations
• Current Holstens CEO Andreas Rost has been
  offered to join the Carlsberg Breweries Groups
  management team in Copenhagen and it is
  anticipated that he will be elected member of the
  future Supervisory Board of Holsten-Brauerei
• The headquarters of Carlsberg Germany will be in
  Hamburg

15
Creating value
Investors
Employees

• Strengthening regional leadership
• Attractive synergy potential
• Value creating from 2006

• Investment in people, brands and infrastructure
• Commercial, production and administrative
  excellence
• International development

Consumers
Customers

• Maintain brand heritage and high quality
  standards
• Expand product choice access to broader brand
  portfolio
• Product innovation

• Support and develop sales organization and
  distribution network
• Leverage on existing platform with expanded brand
  portfolio
• Invest in brand through marketing and promotion

16
In summary

• Carlsberg is offering to acquire Holsten-Brauerei
  for an enterprise value of 1,065m
• Following the on-sales planned for certain
  brewing and water assets, the net consideration
  payable for the remaining assets is 437m
• This acquisition will make Carlsberg Breweries
  the leading brewer in the north of Germany
• This will expand the Northern European leadership
  position and create considerable synergies
• Carlsberg expects the acquisition to become
  earnings neutral (post synergies) in 2005 and to
  meet ROIC requirements by 2006

17
Expanding Carlsbergs Northern European Leadership

• Q A

18
Timing of transaction

• Carlsberg expects the transaction to complete by
  Q2 2004. Our best estimate for the key events and
  dates are set out below

Carlsberg receives approval from the BaFin of
the offer document and launches conditional
voluntary offer for Holsten Anti-trust approvals
expected to be granted to Carlsberg Carlsberg
anticipate closing offer Shareholder meeting to
approve on-sales
February
end - February
end - March
mid - April