Other Notices

Financial Services and Markets Act 2000The City and County of the City of LondonCompanies Act 2006COMPANIES ACT 2006-0.01690251.502619E14 5JJ-0.09388251.510398EC4V 3BJ2009-12-042009-12-012009-12-07E145JJEC4V3BJThe London Borough of Tower HamletsTSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211, customer.services@tso.co.uk991707

NOTICE OF OFFER BY KRAFT FOODS INC. (“KRAFT FOODS”) FOR CADBURY PLC (“CADBURY”) PURSUANT TO SECTION 978(1)(C)(II) OF THE COMPANIES ACT 2006

Offer by

KRAFT FOODS

for

CADBURY

Notice is hereby given, in accordance with section 978(1)(c)(ii) of the Companies Act 2006, that:

  • a an offer (the “Offer”) has been made by Kraft Foods to acquire all the issued and to be issued share capital of Cadbury plc (“Cadbury”) (including those Cadbury Shares represented by Cadbury ADSs). Under the Offer, Cadbury Shareholders are entitled to receive 300p in cash and 0.2589 New Kraft Foods Shares for each Cadbury Share. Based on the closing share price of US$26.50 per Kraft Foods Share on 1 December 2009, the Offer values each Cadbury Share at 713 pence and values the entire issued and to be issued share capital of Cadbury at approximately £10.1 billion (based on an exchange rate of US$1.6627 to £1.00). The offer document, containing the terms and conditions of the Offer and the procedures for acceptance (the “Offer Document”) was dated, published and posted to Cadbury Shareholders (other than US Cadbury Shareholders, Canadian Cadbury Shareholders and Cadbury ADS holders (wherever located)) on 4 December 2009. The Offer is being communicated to US Cadbury Shareholders, Canadian Cadbury Shareholders and Cadbury ADS holders (wherever located) by means of a separate offer document (the “US Offer Document”) dated 4 December 2009 (the Offer Document and the US Offer Document together being the “Offer Documents”);
  • b copies of the Offer Documents and the Acceptance Forms can be inspected at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ, and also on Kraft Foods’ website at www.transactioninfo.com/kraftfoods.

The full terms and conditions of the Offer, including details of how the Offer may be accepted, are set out in the Offer Documents (and where applicable in the relevant Acceptance Form). This notice alone does not constitute and must not be construed as an offer. Cadbury Securityholders who accept the Offer may rely only on the Offer Documents (and, if applicable, the relevant Acceptance Form) for all the terms and conditions of the Offer.

Any Cadbury Shareholder who is in any doubt as to what action he/she should take should consult his/her stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if he/she is resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.

The Offer is made in respect of all Cadbury Shares issued and unconditionally allotted, including Cadbury Shares held by persons to whom the Offer Documents are not despatched. The Offer is, by means of this notice, being notified to all persons to whom the Offer Documents may not be despatched. Any such persons may collect copies of the Offer Documents and the relevant Acceptance Forms by contacting the Receiving Agent, Computershare Investor Services PLC at 2nd Floor, Vintners’ Place, 68 Upper Thames Street, London EC4V 3BJ or on 0870 889 3144 (or if calling from outside the UK +44 870 889 3144).

Terms defined in the Offer Document have the same meanings in this notice.

Additional U.S. Information

This notice is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Cadbury or Kraft Foods. Kraft Foods has filed a registration statement and tender offer documents with the SEC in connection with the proposed combination. Cadbury US Shareholders, Cadbury Canadian Shareholders and Cadbury ADS Holders (wherever located) should read those filings, and any other filings made by Kraft Foods with the SEC in connection with the proposed combination, as they will contain important information . Those documents, when filed, as well as Kraft Foods’ other public filings with the SEC, may be obtained without charge at the SEC’s website at www.sec.gov and at Kraft Foods’ website at www.kraftfoodscompany.com.

Kraft Foods Inc.

7 December 2009