Prospectus

CADBURY HOLDINGS LIMITED(incorporated with limited liability in England and Wales)

CADBURY SCHWEPPES FINANCE p.l.c.(incorporated with limited liability in England and Wales)

CADBURY SCHWEPPES INVESTMENTS plc(incorporated with limited liability in England and Wales)

£5,000,000,000Euro Medium Term Note Programme

On 26th May, 1999 Cadbury Schweppes Public Limited Company (now Cadbury Holdings Limited) and Cadbury Schweppes Finance p.l.c.established a £1,500,000,000 Euro Medium Term Note Programme. This Prospectus supersedes the previous Prospectus dated 24th June,2008. Any Notes (as defined below) issued under the Programme (as defined below) on or after the date hereof are issued subject to theprovisions set out herein. This does not affect any Notes already in issue.

Under this £5,000,000,000 Euro Medium Term Note Programme (the “Programme”), Cadbury Schweppes Finance p.l.c. (“CSF”) and CadburySchweppes Investments plc (“CSI” and, together with CSF in its capacity as issuer, the “Issuers” and each an “Issuer”) may from time to time issuenotes (the “Notes”) denominated in any currency agreed between the relevant Issuer and the relevant Dealer (as defined below).

The payments of all amounts payable in respect of Notes issued by CSF will be unconditionally and irrevocably guaranteed by Cadbury HoldingsLimited (“Cadbury Holdings”) and CSI (in respect of such Notes, each a “Guarantor”). The payments of all amounts payable in respect of Notes issuedby CSI will be unconditionally and irrevocably guaranteed by Cadbury Holdings and CSF (in respect of such Notes, each a “Guarantor”).

In relation to any issue of Notes the relevant Issuer and the Guarantors of such Notes are referred to in this Prospectus as “the relevant Obligor(s)”.

The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed £5,000,000,000 (or itsequivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein.

An investment in Notes issued under the Programme involves certain risks. For a discussion of theserisks see “Risk Factors” on page 10 of this Prospectus.Any person (an “investor”) intending to acquire or acquiring any Notes from any person (an “Offeror”) should be aware that, in the context of an offer to thepublic as defined in section 102B of the Financial Services and Markets Act 2000 (“FSMA”), the Issuers may be responsible to the investor for theProspectus under section 90 of FSMA only if the Issuers have authorised that Offeror to make the offer to the investor. Each investor should thereforeenquire whether the Offeror is so authorised by the Issuers. If the Offeror is not authorised by the Issuers, the investor should check with the Offerorwhether anyone is responsible for the Prospectus for the purposes of section 90 of FSMA in the context of the offer to the public, and, if so, who that personis. If the investor is in any doubt about whether it can rely on the Prospectus and/or who is responsible for its contents it should take legal advice.

An investor intending to acquire or acquiring any Notes from an Offeror will do so, and offers and sales of the Notes to an investorby an Offeror will be made, in accordance with any terms and other arrangements in place between such Offeror and such investorincluding as to price, allocations and settlement arrangements. The relevant Obligor will not be a party to any such arrangementswith investors (other than the Dealers) in connection with the offer or sale of the Notes and, accordingly, this Prospectus and anyFinal Terms will not contain such information and an investor must obtain such information from the Offeror.

The Notes may be issued on a continuing basis to one or more of the dealers specified under “Summary of the Programme” and any additionaldealer appointed under the Programme from time to time (each a “Dealer” and together the “Dealers”), which appointment may be for a specificissue or on an ongoing basis. References in this Prospectus to the “relevant Dealer” shall, in the case of an issue of Notes being (or intended to be)subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. Application has been made to the Financial ServicesAuthority in its capacity as competent authority under FSMA (the “UK Listing Authority”) for Notes issued during the period of 12 months from thedate of this Prospectus to be admitted to the Official List of the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the“London Stock Exchange”) for such Notes to be admitted to trading on the regulated market. The London Stock Exchange’s regulated market is aregulated market for the purposes of Directive 2004/39/EC (the “Markets in Financial Instruments Directive”). Notice of the aggregate nominalamount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained hereinwhich are applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will be set out in a final terms (the “FinalTerms”) which, with respect to Notes to be listed on the London Stock Exchange, will be delivered to the UK Listing Authority and the London StockExchange.

The Notes may be held in a manner which will allow Eurosystem eligibility. This simply means that the Notes may upon issue be deposited withClearstream Banking, société anonyme, or Euroclear Bank S.A./N.V. as one of the international central securities depositories as commonsafekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy andintra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend uponsatisfaction of the Eurosystem eligibility criteria.

The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) as may beagreed between each relevant Obligor, the Trustee (as defined below) and the relevant Dealer. The Issuers may also issue unlisted Notes and/orNotes not admitted to trading on any market.

Each relevant Obligor and the Trustee (as defined herein) may agree with any Dealer that Notes may be issued in a form not contemplated bythe Terms and Conditions of the Notes herein, in which event a supplementary prospectus, if appropriate, will be made available which willdescribe the effect of the agreement reached in relation to such Notes.

ArrangerDeutsche Bank

DealersBNP PARIBAS Deutsche BankHSBC J.P. Morgan CazenoveMerrill Lynch International National Australia Bank LimitedRabobank International The Royal Bank of Scotland

The date of this Prospectus is 22 June 2009.

This Prospectus constitutes a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the “Pro-spectus Directive”).

Each of Cadbury Holdings, CSF and CSI (together, the “Responsible Persons”) accepts responsibility for theinformation contained in this Prospectus. To the best of the knowledge of each of Cadbury Holdings, CSF andCSI (each having taken all reasonable care to ensure that such is the case) the information contained in thisProspectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

Where information has been sourced from a third party, each of the Responsible Persons confirms that informationhas been accurately reproduced and that, as far as it is aware and able to ascertain from information published by thatthird party, no facts have been omitted which would render the reproduced information materially inaccurate ormisleading. Where third party information has been included, its source has been stated.

The previous paragraph should be read in conjunction with the seventh paragraph on the first page of this Prospectus.

Subject as provided in the applicable Final Terms, the only persons authorised to use this Prospectus in connectionwith an offer of Notes are the persons named in the applicable Final Terms as the relevant Dealer or the Managers andthe persons named in or identifiable following the applicable Final Terms as the Financial Intermediaries, as the casemay be.

Copies of each Final Terms will be available from the registered office of each of Cadbury Holdings, CSF and CSI andfrom the specified office set out below of each of the Paying Agents (as defined below), in the manner described in“Terms and Conditions of the Notes”.

This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein byreference (see “Documents Incorporated by Reference”). This Prospectus shall be read and construed on the basisthat such documents are incorporated in and form part of this Prospectus.

None of the Dealers, the Arranger (as defined below) nor the Trustee have independently verified the informationcontained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and noresponsibility or liability is accepted by the Dealers, the Arranger or the Trustee as to the accuracy or completeness ofthe information contained or incorporated in this Prospectus or any other information provided by Cadbury Holdings,CSF and CSI in connection with the Programme. None of the Dealers, the Arranger nor the Trustee accept any liabilityin relation to the information contained or incorporated by reference in this Prospectus or any other informationprovided by Cadbury Holdings, CSF and CSI in connection with the Programme.

No person is or has been authorised by Cadbury Holdings, CSF or CSI to give any information or to make anyrepresentation not contained in or not consistent with this Prospectus or any other information supplied in connectionwith the Programme or the Notes and, if given or made, such information or representation must not be relied upon ashaving been authorised by Cadbury Holdings, CSF, CSI, any of the Dealers, the Arranger or the Trustee.

Neither this Prospectus nor any other information supplied in connection with the Programme or any Notes (i) isintended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation byCadbury Holdings, CSF, CSI, any of the Dealers, the Arranger or the Trustee that any recipient of this Prospectus orany other information supplied in connection with the Programme or any Notes should purchase any Notes. Eachinvestor contemplating purchasing any Notes should make its own independent investigation of the financial conditionand affairs, and its own appraisal of the creditworthiness, of the relevant Obligor(s). Neither this Prospectus nor anyother information supplied in connection with the Programme or the issue of any Notes constitutes an offer or invitationby or on behalf of Cadbury Holdings, CSF, CSI, any of the Dealers, the Arranger or the Trustee to any person tosubscribe for, or to purchase, any Notes.

Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any circumstances implythat the information contained herein concerning Cadbury Holdings, CSF or CSI is correct at any time subsequent tothe date hereof or that any other information supplied in connection with the Programme is correct as of any timesubsequent to the date indicated in the document containing the same. The Dealers, the Arranger and the Trusteeexpressly do not undertake to review the financial condition or affairs of the Issuers during the life of the Programme orto advise any investor of any information coming to their attention. Investors should review, inter alia, the most recentlypublished audited annual financial statements and, if published later, the most recently published interim financialstatements (if any) of the relevant Issuer and (as the case may be) any other relevant Obligor when deciding whether ornot to purchase any Notes.

The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, (the“Securities Act”) and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered,sold or delivered within the United States or to U.S. persons (as defined in Regulation S under the Securities Act) —see “Subscription and Sale” below.

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This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction toany person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Prospectusand the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuers, the Guarantors, theDealers, the Arranger and the Trustee do not represent that this Prospectus may be lawfully distributed, or that anyNotes may be lawfully offered, in compliance with any applicable registration or other requirements in any suchjurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any suchdistribution or offering. In particular, unless specifically indicated to the contrary in the applicable Final Terms, no actionhas been taken by the Issuers, the Guarantors, the Dealers, the Arranger or the Trustee which is intended to permit apublic offering of any Notes outside the European Economic Area or distribution of this Prospectus in any jurisdictionwhere action for that purpose is required. Prior to the issue of Notes by any of the Issuers which are (i) to be admitted totrading on a regulated market (as defined in the Prospectus Directive) of a European Economic Area Member Stateother than the London Stock Exchange’s regulated market; or (ii) offered to the public in a European Economic AreaMember State other than the United Kingdom (a “Host Member State”), such Issuer will request that the UK ListingAuthority delivers to the competent authority of the Host Member State a certificate of approval pursuant to Article 18 ofthe Prospectus Directive attesting that this Prospectus has been drawn up in accordance with the Prospectus Directiveand, if so required by the relevant Host Member State, a translation of the summary set out in this Prospectus.Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisementor other offering material may be distributed or published in any jurisdiction, except under circumstances that will resultin compliance with any applicable laws and regulations. Persons into whose possession this Prospectus or any Notesmay come must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus andthe offering and sale of Notes. In particular, there are restrictions on the distribution of this Prospectus and the offer orsale of Notes in the United States, the European Economic Area (including the United Kingdom and France) andJapan — see “Subscription and Sale” below.

This Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may apply, anyoffer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive(each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, asimplemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes.Accordingly any person making or intending to make an offer in that Relevant Member State of Notes which are thesubject of an offering contemplated in this Prospectus as completed by Final Terms in relation to the offer of thoseNotes may only do so (i) in circumstances in which no obligation arises for the relevant Issuer or any Dealer to publish aprospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of theProspectus Directive, in each case, in relation to such offer, or (ii) if a prospectus for such offer has been approved bythe competent authority in that Relevant Member State or, where appropriate, approved in another Relevant MemberState and notified to the competent authority in that Relevant Member State and (in either case) published, all inaccordance with the Prospectus Directive, provided that any such prospectus has subsequently been completed byfinal terms which specify that offers may be made other than pursuant to Article 3(2) of the Prospectus Directive in thatRelevant Member State and such offer is made in the period beginning and ending on the dates specified for suchpurpose in such prospectus or final terms, as applicable. Except to the extent sub-paragraph (ii) above may apply,none of the Issuers nor any Dealer have authorised, nor do they authorise, the making of any offer of Notes incircumstances in which an obligation arises for the Issuers or any Dealer to publish or supplement a prospectus forsuch offer.

All references in this document to “U.S. dollars”, “U.S.$” and “$” refer to United States dollars, to “Japanese Yen” and“Yen” refer to the currency of Japan, to “New Zealand dollars” refer to the currency of New Zealand, to “Sterling” and“£” refer to pounds sterling, and to “euro” refer to the currency introduced at the start of the third stage of Europeaneconomic and monetary union pursuant to the Treaty establishing the European Community, as amended.

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the StabilisingManager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms mayover-allot Notes or effect transactions with a view to supporting the market price of the Notes of the Series (asdefined below) of which such Tranche forms part at a level higher than that which might otherwise prevail.However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a StabilisingManager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on whichadequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun,may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevantTranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisationaction or over-allotment must be conducted by the relevant Stabilising Manager(s) (or persons acting onbehalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.

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TABLE OF CONTENTS

Page

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

FORM OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

FORMS OF FINAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

TERMS AND CONDITIONS OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

BUSINESS DESCRIPTION OF THE ISSUERS AND GUARANTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79

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SUMMARY

This summary must be read as an introduction to this Prospectus and any decision to invest in any Notes should bebased on a consideration of this Prospectus as a whole, including the documents incorporated by reference. Followingthe implementation of the relevant provisions of the Prospectus Directive in each Member State of the EuropeanEconomic Area no civil liability will attach to the Responsible Persons in any such Member State in respect of thisSummary, including any translation hereof, unless it is misleading, inaccurate or inconsistent when read together withthe other parts of this Prospectus. Where a claim relating to information contained in this Prospectus is brought beforea court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of theMember State where the claim is brought, be required to bear the costs of translating the Prospectus before the legalproceedings are initiated.

The following summary is taken from the remainder of this Prospectus and, in relation to the terms and conditions ofany particular Tranche of Notes, the relevant Final Terms.

Words and expressions defined in “Form of the Notes” and “Terms and Conditions of the Notes” shall have the samemeanings in this summary.

Information relating to theIssuers and the Guarantors:

Description of the Issuers: Cadbury Schweppes Finance p.l.c. and Cadbury Schweppes Investments plc (eachbeing a company incorporated with limited liability in England and Wales).

Guarantors (in respect ofNotes issued byCadbury SchweppesFinance p.l.c.):

Cadbury Holdings LimitedCadbury Schweppes Investments plc

Guarantors (in respect ofNotes issued byCadbury SchweppesInvestments plc):

Cadbury Holdings LimitedCadbury Schweppes Finance p.l.c.

Description of Issuers andGuarantors:

The principal business of CSF is to undertake finance and treasury activities onbehalf of Cadbury plc and its subsidiaries and affiliated companies (the “Group”),including funding and foreign exchange. CSF was incorporated under the laws ofEngland and Wales in 1949 and is a wholly owned subsidiary of Cadbury Holdings.

The principal business of CSI is to hold certain investments forming part of theassets of the Group. CSI was incorporated under the laws of England and Wales in1973 and is a wholly owned subsidiary of Cadbury Holdings.

Cadbury Holdings is the intermediate holding company of the Group, whichmanufactures and distributes confectionery. Cadbury Holdings was incorporatedin England in 1897 as Schweppes Limited.

Detailed descriptions of the Issuers and Guarantors are set out below in “BusinessDescription of the Issuers and Guarantors” on page 61 of this Prospectus.

Risk Factors: There are certain factors that may affect each Issuer’s and each Guarantor’s abilityto fulfil its obligations under Notes issued under the Programme and guarantees inrespect thereof. These factors are set out in detail under “Risk Factors” on page 10of this Prospectus, and include risks relating to Structural Subordination andDependencies, Currency Risks, Interest Rate Risks, Liquidity Risks, Credit Risk,Global Economic Conditions, Competition and Customer Consolidation, ConsumerDemand, Product Quality and Safety, Legal, Regulatory, Political and SocietalRisks, Information Technology, Infrastructure, Intellectual Property, GeographicSpread and Emerging Markets Exposure, Business Continuity and IncidentManagement, Raw Materials, Retirement and Healthcare Benefits, Acquisitionsand Disposals and Vision into Action.

In addition, there are certain factors which are material for the purpose of assessingthe market risks associated with Notes issued under the Programme – see “RiskFactors”. They include that the Notes may not be a suitable investment for allinvestors, risks related to the structure of a particular issue of Notes, risks related toNotes generally, risks related to the market generally and that legal investmentconsiderations may restrict certain investments.

Information relating tothe Programme:

Description: Euro Medium Term Note Programme

Arranger: Deutsche Bank AG, London Branch

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Dealers: BNP ParibasCooperatieve Centrale Raiffeisen-Boerenleenbank B.A.

(trading as Rabobank International)Deutsche Bank AG, London BranchHSBC Bank plcJ.P. Morgan Securities Ltd.Merrill Lynch InternationalNational Australia Bank Limited ABN 12 004 044 937The Royal Bank of Scotland plcand any other Dealers appointed in accordance with the Programme Agreement.

Certain Restrictions: Each issue of Notes denominated in a currency in respect of which particular laws,guidelines, regulations, restrictions or reporting requirements apply will only beissued in circumstances which comply with such laws, guidelines, regulations,restrictions or reporting requirements from time to time (see “Subscription andSale”) including the following restrictions applicable at the date of this Prospectus.

Notes having a maturity of less than one year will constitute deposits for thepurposes of the prohibition on accepting deposits contained in section 19 ofFSMA unless they are issued to a limited class of professional investors andhave a denomination of at least £100,000 or its equivalent.

Trustee: The Law Debenture Trust Corporation p.l.c.

Issuing and PrincipalPaying Agent:

The Bank of New York Mellon

Programme Size: Up to £5,000,000,000 (or its equivalent in other currencies calculated as describedin the Programme Agreement) outstanding at any time.

Distribution: Notes may be distributed by way of private or public placement and in each case ona syndicated or non-syndicated basis.

Currencies: Subject to any applicable legal or regulatory restrictions, any currency agreedbetween the relevant Issuer and the relevant Dealer.

Redenomination: In respect of any Tranche of Notes, if the country of the Specified Currencybecomes, or announces its intention to become, a participating Member State,the Notes may be redenominated in euro if so specified in the applicable FinalTerms, in accordance with the provisions set out in such Final Terms.

Maturities: The Notes will have such maturities as may be agreed between the relevant Issuerand the relevant Dealer, subject to such minimum or maximum maturities as may beallowed or required from time to time by the relevant central bank (or equivalentbody) or any laws or regulations applicable to the relevant Issuer or the relevantSpecified Currency.

Issue Price: Notes may be issued on a fully-paid or a partly-paid basis and at an issue pricewhich is at par or at a discount to, or premium over, par.

Form of Notes: The Notes will be issued in bearer form – see “Form of the Notes”.

Fixed Rate Notes: Fixed interest will be payable on such date or dates as may be agreed between therelevant Issuer and the relevant Dealer and on redemption and will be calculated onthe basis of such Day Count Fraction as may be agreed between the relevant Issuerand the relevant Dealer.

Floating Rate Notes: Floating Rate Notes will bear interest at a rate determined:

(i) on the same basis as the floating rate under a notional interest rate swaptransaction in the relevant Specified Currency governed by an agreementincorporating the 2006 ISDA Definitions (as published by the InternationalSwaps and Derivatives Association, Inc., and as amended and updated as atthe Issue Date of the first Tranche of the Notes of the relevant Series); or

(ii) on the basis of a reference rate appearing on the agreed screen page of acommercial quotation service; or

(iii) on such other basis as may be agreed between the relevant Issuer and therelevant Dealer.

The margin (if any) relating to such floating rate will be agreed between the relevantIssuer and the relevant Dealer for each Series of Floating Rate Notes.

Index Linked Notes: Payments of principal in respect of Index Linked Redemption Notes or of interest inrespect of Index Linked Interest Notes will be calculated by reference to such indexand/or formula or to changes in the prices of securities or commodities or to suchother factors as the relevant Issuer and the relevant Dealer may agree.

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Other provisions in relation toFloating Rate Notes and IndexLinked Interest Notes:

Floating Rate Notes and Index Linked Interest Notes may also have a maximuminterest rate, a minimum interest rate or both.

Interest on Floating Rate Notes and Index Linked Interest Notes in respect of eachInterest Period, as agreed prior to issue by the relevant Issuer and the relevantDealer, will be payable on such Interest Payment Dates, and will be calculated onthe basis of such Day Count Fraction, as may be agreed between the relevantIssuer and the relevant Dealer.

Dual Currency Notes: Payments (whether in respect of principal or interest and whether at maturity orotherwise) in respect of Dual Currency Notes will be made in such currencies, andbased on such rates of exchange, as the relevant Issuer and the relevant Dealermay agree.

Zero Coupon Notes: Zero Coupon Notes will be offered and sold at a discount to their nominal amountand will not bear interest.

Redemption: The applicable Final Terms will indicate either that the relevant Notes cannot beredeemed prior to their stated maturity (other than in specified instalments, ifapplicable, or for taxation reasons or following an Event of Default) or that suchNotes will be redeemable at the option of the relevant Issuer and/or the Noteholdersupon giving notice to the Noteholders or the relevant Issuer, as the case may be, ona date or dates specified prior to such stated maturity and at a price or prices and onsuch other terms as may be agreed between the relevant Issuer and the relevantDealer.

The applicable Final Terms may provide that Notes may be redeemable in two ormore instalments of such amounts and on such dates as are indicated in theapplicable Final Terms.

Notes having a maturity of less than one year are subject to restrictions on theirdenomination and distribution, see “Certain Restrictions — Notes having a maturityof less than one year” above.

Denomination of Notes: Notes will be issued in such denominations as may be agreed between the relevantIssuer and the relevant Dealer save that the minimum denomination of each Notewill be such amount as may be allowed or required from time to time by the relevantcentral bank (or equivalent body) or any laws or regulations applicable to therelevant Specified Currency, see “Certain Restrictions — Notes having a maturity ofless than one year” above.

Taxation: All payments in respect of the Notes will be made without withholding or deductionfor or on account of United Kingdom tax save as may be required by law. In the eventthat any such withholding or deduction is made, the relevant Obligor(s) will, save incertain limited circumstances provided in Condition 8, be required to pay anadditional amount in respect of the amount so deducted.

Negative Pledge: The terms of the Notes will contain a negative pledge provision as further describedin Condition 4.

Cross Default: The terms of the Notes will contain a cross default provision as further described inCondition 10.

Status of the Notes: The Notes will constitute direct, unconditional, unsubordinated and (subject to theprovisions of Condition 4) unsecured obligations of the relevant Issuer and (subjectas aforesaid) will rank pari passu without any preference among themselves andequally with all other outstanding unsecured and unsubordinated obligations of therelevant Issuer (save for certain obligations required to be preferred by law).

Rating: The rating of the Notes to be issued under the Programme will be specified in theapplicable Final Terms.

Notes issued under the Programme may be rated or unrated. A rating is not arecommendation to buy, sell or hold securities and may be subject to suspension,change or withdrawal at any time by the assigning rating agency.

Guarantee: The payments of all amounts payable in respect of Notes issued by CSF will beunconditionally and irrevocably guaranteed by Cadbury Holdings and CSI. Thepayments of all amounts payable in respect of Notes issued by CSI will beunconditionally and irrevocably guaranteed by Cadbury Holdings and CSF. Theobligations of each Guarantor under such guarantee will be direct, unconditional,unsubordinated and (subject to the provisions of Condition 4) unsecured obligationsof such Guarantor and (subject as aforesaid) will rank equally with all otherunsecured and unsubordinated obligations of such Guarantor (save for certainobligations required to be preferred by law).

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Listing and admission totrading:

Application has been made to the UK Listing Authority for Notes issued under theProgramme to be admitted to the Official List and to the London Stock Exchange forsuch Notes to be admitted to trading on the London Stock Exchange’s regulatedmarket. The Notes may also be listed or admitted to trading, as the case may be, onsuch other or further stock exchange(s) as may be agreed between the relevantIssuer and the relevant Dealer in relation to each Series.

The EU Transparency Directive (Directive 2004/109/EC of the European Parliamentand of the Council on the harmonisation of transparency requirements in relation toinformation about issuers whose securities are admitted to trading on a regulatedmarket) may be implemented across the European Union in a manner which couldbe unduly burdensome for the Issuers. Pursuant to the terms of the Trust Deed, insuch circumstances each of the Issuers may be entitled to de-list its Notes and seekan alternative listing, quotation or admission to trading for those Notes on suchother stock exchange or exchanges or securities market or markets on which it isthen accepted in the sphere of international issues of debt securities to list, quote oradmit to trading securities such as the Notes as the relevant Issuer may (with theapproval of the Trustee (which approval may only be given if the Trustee hasreceived a confirmation from the relevant Dealer(s) in respect of such Notes that it isso accepted)) decide. Upon obtaining a quotation, listing or admission to trading ofthe relevant Notes on such other stock exchange or exchanges or securities marketor markets, the relevant Issuer and any relevant Guarantor shall also enter into atrust deed supplemental to the Trust Deed to effect such consequentialamendments to the Trust Deed as the Trustee may require or as shall berequisite to comply with the requirements of any such stock exchange orexchanges or securities market or markets.

Notes which are neither listed nor admitted to trading on any market may also beissued.

The applicable Final Terms will state whether or not the relevant Notes are to belisted and/or admitted to trading and, if so, on which stock exchanges and/ormarkets.

Governing Law: The Notes and any non-contractual obligations arising out of or in connection withthe Notes will be governed by, and shall be construed in accordance with, Englishlaw.

Selling Restrictions: There are restrictions on the offer, sale and transfer of the Notes in theUnited States, the European Economic Area (including the United Kingdom andFrance) and Japan and such other restrictions as may be required in connectionwith the offering and sale of a particular Tranche of Notes — see “Subscription andSale” below for details.

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DOCUMENTS INCORPORATED BY REFERENCE

Pursuant to Article 11 of the Prospectus Directive, the documents set out in paragraphs (a) – (f) below, which havepreviously been published and have been filed with the Financial Services Authority, shall be incorporated in, and formpart of, this Prospectus:

(a) the memorandum and articles of association of each of Cadbury Holdings, CSF and CSI;

(b) Cadbury Schweppes Public Limited Company Report and Accounts for the financial year ended 31st December2007 (which include, inter alia, the audit report and audited consolidated and audited non-consolidated historicalfinancial information of Cadbury Schweppes Public Limited Company and its subsidiaries for the financial yearended 31st December 2007 (together with the accounting policies and explanatory notes in respect thereof)) andCadbury Holdings Report and Accounts for the financial year ended 31st December 2008 (which include, interalia, the audit report and audited non-consolidated historical financial information of Cadbury Holdings for thefinancial year ended 31st December 2008 (together with the accounting policies and notes in respect thereof));

(c) CSF’s Annual Report and Accounts for the financial years ended 31st December 2007 and 31st December 2008(which include, inter alia, the audit report and audited non-consolidated historical financial information of CSF forthe financial years ended 31st December 2007 and 31st December 2008 (together with the accounting policiesand explanatory notes in respect thereof));

(d) CSI’s Annual Report and Accounts for the financial years ended 31st December 2007 and 31st December 2008(which include, inter alia, the audit report and audited non-consolidated historical financial information of CSI forthe financial years ended 31st December 2007 and 31st December 2008 (together with the accounting policiesand explanatory notes in respect thereof));

(e) Cadbury plc Annual Report and Accounts for the financial year ended 31st December 2008 (which include, interalia, the audit report and audited consolidated and audited non-consolidated historical financial information ofCadbury plc and its subsidiaries for the financial year ended 31st December 2008 (together with the accountingpolicies and explanatory notes in respect thereof)); and

(f) the section “Terms and Conditions of the Notes” for the following previous Prospectuses relating to theProgramme: (i) Prospectus dated 9 September 2005 (pages 28-46 thereof), (ii) Prospectus dated 8 September2006 (pages 28-46 thereof), (iii) Prospectus dated 25 October 2007 (pages 42-60 thereof), and (iv) Prospectusdated 24 June 2008 (pages 40-58 thereof).

Any statement contained in a document which is deemed to be incorporated by reference herein shall be deemed to bemodified or superseded for the purpose of this Prospectus to the extent that a statement contained herein modifies orsupersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified orsuperseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

For the avoidance of doubt, with the exception of the references in the Cadbury Holdings accounts referred to inparagraph (b) above to the consolidated accounts of Cadbury plc, which have been incorporated in their entirety intothe Prospectus by paragraph (e) above, information, documents or statements expressed to be incorporated byreference into any, or expressed to form part of any, of the documents referred to in paragraphs (a) to (f) above do notform part of this Prospectus.

Copies of documents incorporated by reference in this Prospectus can be obtained from the registered office of eachof the Issuers and from the specified offices of the Paying Agent for the time being in London.

Each of Cadbury Holdings, CSF and CSI will, in the event of any significant new factor, material mistake or inaccuracyrelating to information included in this Prospectus which is capable of affecting the assessment of any Notes, preparea supplement to this Prospectus or publish a new Prospectus for use in connection with any subsequent issue ofNotes. Each of Cadbury Holdings, CSF and CSI have undertaken to the Dealers in the Programme Agreement (asdefined in “Subscription and Sale”) that they will comply with section 87G of FSMA.

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RISK FACTORS

Each of the Issuers believes that the following factors may affect its ability to fulfil its obligations under Notes issuedunder the Programme. All of these factors are contingencies which may or may not occur and the Issuers are not in aposition to express a view on the likelihood of any such contingency occurring.

In addition, factors which, although not exhaustive, are material for the purpose of assessing the market risksassociated with Notes issued under the Programme are also described below.

Each of the Issuers believes that the factors described below represent the principal risks inherent in investing in Notesissued under the Programme, and prospective investors should note that investors may lose the value of theirinvestment (or part of it). Prospective investors should also read the detailed information set out elsewhere in thisProspectus and reach their own views prior to making any investment decision. Prospective investors should alsoconsult their own financial and legal advisers about the risks associated with an investment in any Notes issued underthe Programme and the suitability of investing in such Notes in light of their particular circumstances.

Factors that may affect each Issuer’s ability to fulfil its obligations under Notes issued under the Programme

The Notes and the Guarantee (as applicable) will constitute unsubordinated and unsecured obligations of the relevantIssuer and the Guarantors (as applicable), respectively, and will rank equally among themselves and equally with allother unsubordinated and unsecured obligations of the relevant Issuer and the Guarantors (as applicable), respec-tively (other than obligations preferred by mandatory provisions of law). If you purchase Notes, you are relying on thecreditworthiness of the relevant Issuer and the Guarantors (as applicable) and no other person.

1. External risks

Cadbury plc, its subsidiaries and affiliated companies (the “Group”) is subject to a number of external risks. The Groupdefines external risks as those that stem from factors which are mainly outside of its control. These risks will often arisefrom the nature of the Group and the industry in which it operates.

Legal, Regulatory, Political and Societal Risks

ACTIONS OF GOVERNMENT ENTITIES OR THE MEDIA IN COUNTRIES WHERE THE GROUP OPERATES MAYNEGATIVELY IMPACT ITS OPERATIONS OR INCREASE THE COST OF DOING BUSINESS

The Group is at risk from significant and rapid change in the legal systems, regulatory controls, and custom andpractices in the countries in which it operates. These affect a wide range of areas including the composition,production, packaging, labelling, distribution and sale of the Group’s products; the Group’s property rights; its ability totransfer funds and assets within the Group or externally; employment practices; data protection; environment, healthand safety issues; and accounting, taxation and stock exchange regulation and involve actions such as product recalls,seizure of products and other sanctions. Accordingly, changes to, or violation of, these systems, controls or practicescould increase costs and have material and adverse impacts on the reputation, performance and financial condition ofthe Group.

Political developments and changes in society, including increased scrutiny of the Group, its businesses or its industry,for example by non-governmental organisations or the media, may result in, or increase the rate of, material legal andregulatory change, and changes to custom and practices.

The Group may also be subject to regulation designed to address concerns about dietary trends. This could includethe introduction of additional labelling requirements, and levying additional taxes on, or restricting the production oradvertising of, certain product types, which could increase the Group’s costs or make it harder for the Group to marketits products, adversely affecting the Group’s performance.

Geographic Spread and Emerging Markets Exposure

A FAILURE OF THE GROUP’S CONTROLS IN ONE OR MORE COUNTRIES WHERE IT OPERATES COULDADVERSELY IMPACT ITS RESULTS

The Group is exposed to control and other risks inherent in a business which operates in many countries. A failure ofcontrol in one or more countries may materially adversely affect the performance or financial condition of the Group asa whole. Approximately one-third of the Group’s revenues are generated in emerging markets, which have lessdeveloped political, legal and regulatory systems and are at higher risk of failure than those of developed markets. Anyfailure may have a materially adverse impact on the Group’s performance or financial condition.

Notwithstanding the above, the Group believes that its financial systems are sufficient to ensure compliance with therequirements of the UKLA’s Disclosure and Transparency Rules as a listed entity.

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Business Continuity and Incident Management

DISRUPTION IN THE GROUP’S MANUFACTURING AND DISTRIBUTION SYSTEMS COULD MATERIALLYADVERSELY AFFECT ITS ABILITY TO MAKE AND SELL PRODUCTS AND HAVE A NEGATIVE IMPACT ONITS REPUTATION, PERFORMANCE OR FINANCIAL CONDITION

The Group is at risk from disruption of a number of key manufacturing and distribution assets and systems on which itincreasingly depends. The functioning of the Group’s manufacturing and distribution assets and systems could bedisrupted for reasons either within or beyond the Group’s control, including: extremes of weather or longer-termclimatic changes; accidental damage; disruption to the supply of materials or services; product quality and safetyissues; systems failure; workforce actions; or environmental contamination. There is a risk that incident managementsystems in place may prove inadequate and that any disruption may materially adversely affect the Group’s ability tomake and sell products and therefore materially adversely affect its reputation, performance or financial condition.

Competition and Customer Consolidation

INCREASED COMPETITION OR CONCENTRATION OF THE GROUP’S CUSTOMER BASE COULD LEAD TOINCREASED PRICING PRESSURE AND DECLINING MARGINS

Increased competition in the markets in which it operates may materially adversely impact the Group’s performanceand financial condition. The confectionery industry is highly competitive. The Group competes with other multinationalcorporations which also have significant financial resources. There is increasing consolidation among the Group’scompetitors. The Group may be unable to compete effectively if its competitors’ resources are applied to change areasof focus, enter new markets, reduce prices, or to increase investments in marketing or the development and launch ofnew products.

The Group is also at risk from the trend towards consolidation of the retail trade, which has led to a greaterconcentration of its customer base and which may result in increased pricing pressure from customers and adverselyimpact the Group’s sales and margins.

Consumer Demand

SHIFTS IN CONSUMER DEMAND FOR THE GROUP’S PRODUCTS COULD ADVERSELY AFFECT ITS SALES

Consumer demand for the Group’s products may be affected by changes to consumer preferences. The Group maybe unable to respond successfully or at reasonable cost to rapid changes in demand or consumer preferences, whichmay adversely affect its performance.

Raw Materials

THE KEY RAW MATERIALS THAT THE GROUP USES IN ITS BUSINESS COULD BE SUBJECT TO SIGNIFICANTVOLATILITY IN PRICE AND SUPPLY, AND THIS COULD INCREASE ITS COSTS

The Group depends upon the availability, quality and cost of raw materials from around the world, which exposes it toprice, quality and supply fluctuations, including those occurring because of the impact of disease or climate onharvests. Key raw materials include cocoa, milk, sweeteners, packaging materials and energy, some of which areavailable only from a limited number of suppliers. A failure to recover higher costs or shortfalls in availability or qualitycould materially adversely impact the Group’s performance.

Retirement and Healthcare Benefits

BECAUSE THE GROUP’S RETIREMENT BENEFIT PLANS ARE FUNDED THROUGH INVESTMENTS INVOLATILE CAPITAL MARKETS, IT COULD EXPERIENCE A SHORTFALL IN FUNDING OF RETIREMENTBENEFITS, WHICH WOULD SIGNIFICANTLY ADVERSELY AFFECT ITS FINANCIAL POSITION

The Group is at risk from potential shortfalls in the funding of its various retirement and healthcare benefit schemes.The liabilities of these schemes reflect the Group’s latest estimate of life expectancy, inflation, discount rates andsalary growth, which may change. These schemes are generally funded externally under trust through investments inequities, bonds and other external assets, the values of which are dependent on, among other things, the performanceof equity and debt markets, which can be volatile. Changes in the value of the assets or liabilities of these schemes andtherefore their funding status may require additional funding from the employing entities and may adversely impact theGroup’s financial condition.

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Global Economic Conditions

UNFAVOURABLE GENERAL ECONOMIC CONDITIONS IN COUNTRIES WHERE THE GROUP OPERATESCOULD NEGATIVELY IMPACT ITS FINANCIAL PERFORMANCE

Unfavourable general economic conditions, such as a recession or economic slowdown, in one or more of the Group’smajor markets, could negatively affect consumer demand for the Group’s products. Consumer spending is generallyaffected by a number of factors, including general economic conditions, inflation, interest rates, energy costs andconsumer confidence generally, all of which are beyond the Group’s control.

Consumer purchases of discretionary items tend to decline during recessionary periods, when disposable income islower. Consumers may seek to reduce discretionary spending by foregoing purchases of confectionery products or byshifting away from the Group’s products to lower-priced products offered by the Group’s competitors. Softer consumerdemand for our products could reduce the Group’s sales and profitability. In addition, the disruption in the creditmarkets could impact the Group’s ability to manage normal commercial relationships with the Group’s customers,suppliers and creditors. If the current economic situation deteriorates significantly, the Group’s business could benegatively impacted due to supplier or customer disruptions resulting from tighter credit markets or other economicfactors.

2. Internal risks

Internal risks are those arising from factors primarily within the Group’s control, including from the Group’s structureand processes.

Information Technology Infrastructure

FAILURE OF THE GROUP’S INFORMATION TECHNOLOGY INFRASTRUCTURE COULD ADVERSELY AFFECTITS DAY-TO-DAY BUSINESS AND DECISION MAKING PROCESSES AND HAVE AN ADVERSE AFFECT ON ITSPERFORMANCE

The Group depends on accurate, timely information and numerical data from key software applications to aid day-to-day decision making. Any disruption caused by failings in these systems, of underlying equipment or of communicationnetworks could delay or otherwise impact the Group’s day-to-day decision making and have materially adverse effectson the Group’s performance.

Operational Interdependence

MANY COMPONENTS OF THE GROUP’S BUSINESS ARE DEPENDENT UPON THE PERFORMANCE OFOTHER COMPONENTS AND, ACCORDINGLY, COULD BE ADVERSELY AFFECTED BY ANY FAILURE ORTHE GROUP’S UNDERPERFORMANCE

The Group’s operations in individual countries are increasingly dependent for the proper functioning of their businesson other parts of the Group in terms of raw material and product supply, new products and sales and marketingprogramme development, technology, funding and support services. Any underperformance or failure to controlproperly the Group’s operations in one country could therefore impact the Group’s businesses in a number of othercountries and materially adversely impact the performance or financial condition of other business units or the Groupas a whole.

Product Quality and Safety

THE GROUP’S PRODUCTS COULD BECOME CONTAMINATED, WHICH COULD BE EXPENSIVE TO REMEDY,CAUSE DELAYS IN MANUFACTURING AND ADVERSELY AFFECT ITS REPUTATION AND FINANCIALCONDITION

Despite safety measures adopted by the Group, its products could become contaminated or not meet the requiredquality or safety standards. The Group uses many ingredients, and there is a risk of either accidental or maliciouscontamination. Any contamination or failure to meet quality and safety standards may be costly and impact the Group’sreputation and performance.

Employees

FAILURE TO ATTRACT, DEVELOP AND RETAIN THE GROUP’S EMPLOYEES MAY ADVERSELY AFFECT THEGROUP’S PERFORMANCE

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The Group depends on the continued contribution of its executive officers and employees, both individually and as agroup. While the Group reviews its people policies on a regular basis and invests significant resources in training anddevelopment and recognising and encouraging individuals with high potential, there can be no guarantee that it will beable to attract, develop and retain these individuals at an appropriate cost and ensure that the capabilities of theGroup’s employees meet its business needs. Any failure to do so may impact the Group’s performance.

Licensing

ACTIONS OF THE GROUP’S LICENSEE PARTNERS COULD IMPACT THE REPUTATION OF THE GROUP OR ITSBRANDS

Actions of third party licensees of brand and product rights may adversely impact the reputation of the Group’s brandsor the Group as a whole. The Group licenses to third parties certain brand and product rights in specific geographicalareas. While such licences are carefully controlled, inappropriate action or an incident at a licensee partner couldoccur and impact the reputation of the Group’s brands or the Group as a whole.

Outsourcing

THE FAILURE OF THIRD PARTIES TO WHOM THE GROUP HAS OUTSOURCED BUSINESS FUNCTIONSCOULD ADVERSELY AFFECT ITS REPUTATION AND FINANCIAL CONDITION

The Group is increasing the use of outsourcing arrangements with third parties, notably in information technology,manufacturing, finance, human resources operations and facilities management. While the Group has benefited fromthe expertise of these third parties, the Group is at risk from failures by these third parties to deliver on their contractualcommitments, which may adversely impact the Group’s reputation and performance, and increase the Group’s costs.

Intellectual Property

THE GROUP DEPENDS ON SUBSTANTIAL INTELLECTUAL PROPERTY RIGHTS AND A CLAIM OFINFRINGEMENT COULD REQUIRE IT TO EXPEND SIGNIFICANT RESOURCES AND, IF SUCCESSFUL, COULDADVERSELY AFFECT ITS BUSINESS

The Group has substantial intellectual property rights and interests which are important to the Group and may requiresignificant resources to protect and defend. The Group may also infringe others’ intellectual property rights andinterests and therefore be required to redesign or cease the development, manufacture, use and sale of its products sothat they do not infringe others’ intellectual property rights. This may require significant resources or may not bepossible. The Group may also be required to obtain licences to infringed intellectual property, which may not beavailable on acceptable terms, or even at all. Intellectual property litigation by or against the Group could significantlydisrupt its business, divert management’s attention, and consume financial resources, and therefore have a materiallyadverse impact on the reputation, performance and financial condition of the Group.

3. Execution risks

Execution risks arise from the implementation of the Group’s strategy and its change and restructuring programmes,which aim to enhance long term shareowner value.

New Organisation

THE GROUP CAN OFFER NO ASSURANCES REGARDING THE ULTIMATE EFFECT OF THE SEPARATION OFITS BEVERAGES BUSINESSES

The demerger of Americas Beverages was completed in May 2008, and the sale of Australia Beverages, the Group’slast remaining beverage business, was completed in April 2009. As a result of becoming a “pure play” confectionerybusiness, the Group will be more susceptible to the risks inherent in that business.

Vision into Action

THERE CAN BE NO GUARANTEE THAT THE GROUP’S VISION INTO ACTION PLAN WILL DELIVERIMPROVEMENTS IN BUSINESS PERFORMANCE AND THE IMPLEMENTATION OF THE PLAN MAY DISRUPTTHE GROUP’S BUSINESS

The Group is pursuing a strategy called Vision into Action, which includes a plan to improve its margin performance toachieve a mid-teens operating margin by 2011. This plan includes gross reductions of approximately 15 per cent. in thenumber of factories, material changes to the Group’s supply chain configuration and to the structure and operation of

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other Group Functions. These changes increase the risk of significant disruption to the Group’s business, which mayoccur, for example, through defective execution of the Vision into Action plan, unforeseen events or workforce actions.

The Group expects to incur a restructuring charge of approximately £450 million through 2011 (of which around£50 million is expected to be non-cash) and invest around £200 million of capital expenditure behind the Vision intoAction plan. There can be no guarantee, however, that this investment, or the Group’s other or subsequent invest-ments, will deliver the anticipated improvements in business performance.

Acquisitions and Disposals

RISKS INHERENT IN THE ACQUISITION OR DISPOSAL OF BUSINESSES AND BRANDS MAY HAVE ANADVERSE IMPACT ON THE GROUP’S BUSINESS OR FINANCIAL RESULTS

From time to time the Group may make acquisitions and disposals of businesses and brands. The rationale for themmay be based on incorrect assumptions or conclusions and they may not realise the anticipated benefits or there maybe other unanticipated or unintended effects. Additionally, significant liabilities may not be identified in due diligence ormay come to light after the expiry of warranty or indemnity periods. These factors may materially adversely impact theperformance or financial condition of the Group.

4. Financial risks

Structural Subordination and Dependencies

CADBURY HOLDINGS IS AN INTERMEDIATE HOLDING COMPANY AND MANY OF THE RISKS RESIDE IN ITSSUBSIDIARIES AND AFFILIATED COMPANIES

The ability of Cadbury Holdings to meet its financial obligations is dependent upon the availability of cash flows frommembers of the Group through dividends, inter-company loans and other payments. In addition, as part of a globalorganisation, the Issuers and the Guarantors are dependent upon each other and other Group members for variousservices, rights and other functions. Claims by the creditors of a subsidiary of Cadbury Holdings may adversely affectthe ability of that subsidiary to support Cadbury Holdings in fulfilling its obligations.

Currency Risks

CHANGES IN FOREIGN EXCHANGE RATES MAY HAVE AN ADVERSE IMPACT ON THE GROUP OR ITS ABILITYTO MEET ITS CASH FLOW REQUIREMENTS

The Group operates in many different countries and thus is subject to currency fluctuations, both in terms of its tradingactivities and the translation of its financial statements. While the Group uses short-term hedging for trading activities,it does not believe that it is appropriate or practicable to hedge long-term translation exposure. If the Groupexperiences significant currency fluctuations, then the Group’s financial condition could be adversely affected.

Interest Rate Risks

THE GROUP HAS AN EXPOSURE TO INTEREST RATE FLUCTUATIONS ON ITS BORROWINGS AND MAY BEADVERSELY AFFECTED BY INTEREST RATE INCREASES

The Group manages its exposure to movements in interest rates by having a band of its net debt on which interestrates are fixed for certain time periods. However, there is always a residual floating interest rate exposure which mayincrease over time. The Group could be adversely affected in the future by interest rate increases.

Liquidity Risks

UNEXPECTED SITUATIONS COULD GIVE RISE TO UNCERTAINTY AMONG LENDERS RESULTING INUNAVAILABILITY OF UNCOMMITTED SOURCES OF FUNDS

The Group seeks to achieve a balance between certainty of funding (even at difficult times for the markets as a wholeor the Group specifically) and a flexible cost-effective borrowing structure. However, there can be no guarantee that incertain stress scenarios the Group would not suffer liquidity problems.

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Credit Risk

THE GROUP IS EXPOSED TO CREDIT RELATED LOSSES IN THE EVENT OF NON-PERFORMANCE BYCOUNTERPARTIES TO FINANCIAL INSTRUMENTS

The Group uses financial instruments within an established policy framework which includes minimum rating criteriafor the counterparty, but nevertheless is exposed to credit related losses in the event of non-performance bycounterparties to financial instruments.

Commodities Risk

THE GROUP IS EXPOSED TO CHANGES IN PRICES FOR SUGAR, COCOA AND OTHER COMMODITIESTRADED ON COMMODITY EXCHANGES

In respect of commodities, the Group enters into derivative contracts for cocoa, sugar and other commodities in orderto provide a stable cost base for marketing finished products. The commodities derivative contracts held by the Groupexpose the Group to adverse movements in cash flow and gains or losses due to the market risk arising from changesin prices for sugar, cocoa and other commodities traded on commodity exchanges.

Factors which are material for the purpose of assessing the market risks associated with Notes issued underthe Programme

The Notes may not be a suitable investment for all investors

Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances.In particular, each potential investor should:

(i) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks ofinvesting in the Notes and the information contained or incorporated by reference in this Prospectus or anyapplicable supplement;

(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financialsituation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio;

(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including (ifapplicable) Notes with principal or interest payable in one or more currencies, or where the currency for principalor interest payments is different from the potential investor’s currency;

(iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices andfinancial markets; and

(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interestrate and other factors that may affect its investment and its ability to bear the applicable risks.

Some Notes are complex financial instruments. Sophisticated institutional investors generally do not purchasecomplex financial instruments as stand-alone investments. They purchase complex financial instruments as a wayto reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. Apotential investor should not invest in Notes which are complex financial instruments unless it has the expertise (eitheralone or with a financial adviser) to evaluate how the Notes will perform under changing conditions, the resultingeffects on the value of the Notes and the impact this investment will have on the potential investor’s overall investmentportfolio.

Risks related to the structure of a particular issue of Notes

A wide range of Notes may be issued under the Programme. A number of these Notes may have features whichcontain particular risks for potential investors. Set out below is a description of the most common such features:

Notes subject to optional redemption by the Issuer

An optional redemption feature of Notes is likely to limit their market value. During any period when the Issuer mayelect to redeem Notes, the market value of those Notes generally will not rise substantially above the price at whichthey can be redeemed. This also may be true prior to any redemption period.

The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. Atthose times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate ashigh as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate.Potential investors should consider reinvestment risk in light of other investments available at that time.

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Index Linked Notes and Dual Currency Notes

The Issuer may issue Notes with principal or interest determined by reference to an index or formula, to changes in theprices of securities or commodities, to movements in currency exchange rates or other factors (each, a “RelevantFactor”). In addition, the Issuer may issue Notes with principal or interest payable in one or more currencies which maybe different from the currency in which the Notes are denominated. Potential investors should be aware that:

(i) the market price of such Notes may be volatile;

(ii) they may receive no interest;

(iii) payment of principal or interest may occur at a different time or in a different currency than expected;

(iv) they may lose all or a substantial portion of their principal;

(v) a Relevant Factor may be subject to significant fluctuations that may not correlate with changes in interest rates,currencies or other indices;

(vi) if a Relevant Factor is applied to Notes in conjunction with a multiplier greater than one or contains some otherleverage factor, it is likely that the effect of changes in the Relevant Factor on principal or interest payable will bemagnified; and

(vii) the timing of changes in a Relevant Factor may affect the actual yield to investors, even if the average level isconsistent with their expectations. In general, the earlier the change in the Relevant Factor, the greater the effecton yield.

The historical experience of an index should not be viewed as an indication of the future performance of such indexduring the term of any Index Linked Notes. Accordingly, each potential investor should consult its own financial andlegal advisers about the risk entailed by an investment in any Index Linked Notes and the suitability of such Notes inlight of its particular circumstances.

Partly-paid Notes

The Issuer may issue Notes where the issue price is payable in more than one instalment. Failure to pay anysubsequent instalment could result in an investor losing all of his investment.

Variable rate Notes with a multiplier or other leverage factor

Notes with variable interest rates can be volatile investments. If they are structured to include multipliers or otherleverage factors, or caps or floors, or any combination of those features or other similar related features, their marketvalues may be even more volatile than those for securities that do not include those features.

Inverse Floating Rate Notes

Inverse Floating Rate Notes have an interest rate equal to a fixed rate minus a rate based upon a reference rate suchas LIBOR. The market values of those Notes typically are more volatile than market values of other conventionalfloating rate debt securities based on the same reference rate (and with otherwise comparable terms). InverseFloating Rate Notes are more volatile because an increase in the reference rate not only decreases the interest rate ofthe Notes, but may also reflect an increase in prevailing interest rates, which further adversely affects the market valueof these Notes.

Fixed/Floating Rate Notes

Fixed/Floating Rate Notes may bear interest at a rate that converts from a fixed rate to a floating rate, or from a floatingrate to a fixed rate. Where the relevant Issuer has the right to effect such a conversion, this will affect the secondarymarket and the market value of the Notes since the Issuer may be expected to convert the rate when it is likely toproduce a lower overall cost of borrowing. If the Issuer converts from a fixed rate to a floating rate in suchcircumstances, the spread on the Fixed/Floating Rate Notes may be less favourable than the prevailing spreadson comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at any time maybe lower than the rates on other Notes. If the Issuer converts from a floating rate to a fixed rate, the fixed rate may belower than the prevailing rates on its Notes.

Notes issued at a substantial discount or premium

The market values of securities issued at a substantial discount or premium from their principal amount tend tofluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing

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securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared toconventional interest-bearing securities with comparable maturities.

Risks related to Notes generally

Set out below is a brief description of certain risks relating to the Notes generally:

Modification, waivers and substitution

The conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting theirinterests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who didnot attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.

The conditions of the Notes also provide that the Trustee may in certain circumstances, without the consent ofNoteholders, agree to (i) any modification of, or to the waiver or authorisation of any breach or proposed breach of, anyof the provisions of Notes or (ii) determine without the consent of the Noteholders that any Event of Default or potentialEvent of Default shall not be treated as such or (iii) the substitution of another company as principal debtor under anyNotes in place of the Issuer, in the circumstances described in Condition 18.

EU Savings Directive

Under EC Council Directive 2003/48/EC on the taxation of savings income, Member States are required to provide tothe tax authorities of another Member State details of payments of interest (or similar income) paid by a person withinits jurisdiction to an individual resident in that other Member State or to certain limited types of entities established inthat other Member State. However, for a transitional period, Belgium, Luxembourg and Austria are instead required(unless during that period they elect otherwise) to operate a withholding system in relation to such payments (theending of such transitional period being dependent upon the conclusion of certain other agreements relating toinformation exchange with certain other countries). A number of non-EU countries and territories including Swit-zerland have adopted similar measures (a withholding system in the case of Switzerland).

On 15 September 2008 the European Commission issued a report to the Council of the European Union on theoperation of the Directive, which included the Commission’s advice on the need for changes to the Directive. On13 November 2008 the European Commission published a more detailed proposal for amendments to the Directive,which included a number of suggested changes. The European Parliament approved an amended version of thisproposal on 24 April 2009. If any of those proposed changes are made in relation to the Directive, they may amend orbroaden the scope of the requirements described above.

Change of law

The conditions of the Notes are based on English law in effect as at the date of this Prospectus. No assurance can begiven as to the impact of any possible judicial decision or change to English law or administrative practice after the dateof this Prospectus.

Risks related to the market generally

Set out below is a brief description of the principal market risks, including liquidity risk, exchange rate risk, interest raterisk and credit risk:

The secondary market generally

Notes may have no established trading market when issued, and one may never develop. If a market does develop, itmay not be very liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide themwith a yield comparable to similar investments that have a developed secondary market. This is particularly the casefor Notes that are especially sensitive to interest rate, currency or market risks, are designed for specific investmentobjectives or strategies or have been structured to meet the investment requirements of limited categories of investors.These types of Notes generally would have a more limited secondary market and more price volatility than conven-tional debt securities. Illiquidity may have a severely adverse effect on the market value of Notes.

Exchange rate risks and exchange controls

The Issuer will pay principal and interest on the Notes and the Guarantors will make payments under the guarantees inthe Specified Currency. This presents certain risks relating to currency conversions if an investor’s financial activitiesare denominated principally in a currency or currency unit (the “Investor’s Currency”) other than the SpecifiedCurrency. These include the risk that exchange rates may significantly change (including changes due to devaluation

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of the Specified Currency or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction overthe Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’sCurrency relative to the Specified Currency would decrease (1) the Investor’s Currency-equivalent yield on the Notes,(2) the Investor’s Currency-equivalent value of the principal payable on the Notes and (3) the Investor’s Currencyequivalent market value of the Notes.

Government and monetary authorities may impose (as some have done in the past) exchange controls that couldadversely affect an applicable exchange rate. As a result, investors may receive less interest or principal thanexpected, or no interest or principal.

Interest rate risks

Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adverselyaffect the value of the Fixed Rate Notes.

Credit ratings may not reflect all risks

One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may not reflect thepotential impact of all risks related to structure, market, additional factors discussed above, and other factors that mayaffect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revisedor withdrawn by the rating agency at any time.

Legal investment considerations may restrict certain investments

The investment activities of certain investors are subject to legal investment laws and regulations, or review orregulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and towhat extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and(3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legaladvisors or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk basedcapital or similar rules.

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FORM OF THE NOTES

Each Tranche of Notes will be in bearer form and will be initially issued in the form of a temporary global note (a“Temporary Global Note”) or, if so specified in the applicable Final Terms, a permanent global note (a “PermanentGlobal Note” and, together with a Temporary Global Note, the “Global Notes”), which, in either case, will:

(i) if the Global Notes are intended to be issued in new global note (“NGN”) form, as stated in the applicable FinalTerms, be delivered on or prior to the original issue date of the Tranche to a common safekeeper (the “CommonSafekeeper”) for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clear-stream, Luxembourg”); and

(ii) if the Global Notes are not intended to be issued in NGN form, as stated in the applicable Final Terms, bedelivered on or prior to the original issue date of the Tranche to a common depository (the “Common Depository”)for Euroclear and/or Clearstream, Luxembourg and/or any other agreed clearing system.

If the applicable Final Terms indicate that the Global Note is a NGN, the nominal amount of the Notes represented bysuch Global Note will be the aggregate from time to time entered in the records of both Euroclear and Clearstream,Luxembourg. The records of Euroclear and Clearstream, Luxembourg (which expression in such Global Note meansthe records that each of Euroclear and Clearstream, Luxembourg holds for its customers which reflect the amount ofeach such customer’s interest in the Notes) will be conclusive evidence of the nominal amount of Notes represented bysuch Global Note and, for such purposes, a statement issued by Euroclear and/or Clearstream, Luxembourg, as thecase may be, stating that the nominal amount of Notes represented by such Global Note at any time will be conclusiveevidence of the records of Euroclear and/or Clearstream at that time, as the case may be.

Whilst any Note is represented by a Temporary Global Note, payments of principal, interest (if any) and any otheramount payable in respect of the Notes due prior to the Exchange Date (as defined below) will be made (againstpresentation of the Temporary Global Note if the Temporary Global Note is not in NGN form) only to the extent thatcertification (in a form to be provided) to the effect that the beneficial owners of interests in such Note are notU.S. persons or persons who have purchased for resale to any U.S. person, as required by U.S. Treasury regulations,has been received by Euroclear and/or Clearstream, Luxembourg and Euroclear and/or Clearstream, Luxembourg, asapplicable, has given a like certification (based on the certifications it has received) to the Agent.

On and after the date (the “Exchange Date”) in respect of each Tranche in respect of which a Temporary Global Note isissued which is the later of (i) 40 days after the Temporary Global Note is issued and (ii) 40 days after the completion ofthe distribution of the relevant Tranche, as certified by the relevant Dealer (in the case of a non-syndicated issue) or therelevant lead manager (in the case of a syndicated issue) (the “Distribution Compliance Period”), interests in suchTemporary Global Note will be exchangeable (free of charge) upon a request as described therein for either(a) interests in a Permanent Global Note of the same Series or (b) for definitive Notes of the same Series with,where applicable, receipts, interest coupons and talons attached (as indicated in the applicable Final Terms andsubject, in the case of definitive Notes, to such notice period as is specified in the applicable Final Terms), in each caseagainst certification of beneficial ownership as described above unless such certification has already been given. Theholder of a Temporary Global Note will not be entitled to collect any payment of interest, principal or other amount dueon or after the Exchange Date unless, upon due presentation and certification, exchange of the Temporary GlobalNote for an interest in a Permanent Global Note or for definitive Notes is improperly withheld or refused.

Payments of principal, interest (if any) or any other amounts on a Permanent Global Note will be made throughEuroclear and/or Clearstream, Luxembourg (against presentation or surrender (as the case may be) of the PermanentGlobal Note if the Permanent Global Note is not in NGN form) without any requirement for certification. The applicableFinal Terms will specify that a Permanent Global Note will be exchangeable (free of charge), in whole but not in part, fordefinitive Notes with, where applicable, receipts, interest coupons and talons attached upon either (i) not less than60 days’ written notice from Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of aninterest in such Permanent Global Note) to the Agent as described therein or (ii) only upon the occurrence of anExchange Event. For these purposes, “Exchange Event” means that (i) an Event of Default (as defined in Condition10) has occurred and is continuing, (ii) the relevant Issuer has been notified that both Euroclear and Clearstream,Luxembourg have been closed for business for a continuous period of 14 days (other than by reason of holiday,statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and noalternative clearing system satisfactory to the Trustee is available or (iii) the relevant Issuer has or will become obligedto pay additional amounts as provided for or referred to in Condition 8 which would not be required were the Notesrepresented by the Permanent Global Note in definitive form. The relevant Issuer will promptly give notice toNoteholders in accordance with Condition 14 if an Exchange Event occurs. In the event of the occurrence of anExchange Event, Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest insuch Permanent Global Note) or the Trustee may give notice to the Agent requesting exchange and, in the event of theoccurrence of an Exchange Event as described in (iii) above, the relevant Issuer may also give notice to the Agent

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requesting exchange. Any such exchange shall occur not later than 60 days after the date of receipt of the first relevantnotice by the Agent.

The following legend will appear on all Notes which have an original maturity of more than 365 days and on all receiptsand interest coupons relating to such Notes:

“ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDERTHE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND1287(a) OF THE INTERNAL REVENUE CODE.”

The sections referred to provide that United States holders, with certain exceptions, will not be entitled to deduct anyloss on Notes, receipts or interest coupons and will not be entitled to capital gains treatment of any gain on any sale,disposition, redemption or payment of principal in respect of such Notes, receipts or interest coupons.

Notes which are represented by a Temporary Global Note or a Permanent Global Note will only be transferable inaccordance with the rules and procedures for the time being of Euroclear or Clearstream, Luxembourg, as the casemay be.

Pursuant to the Agency Agreement (as defined under “Terms and Conditions of the Notes”), the Agent shall arrangethat, where a further Tranche of Notes is issued which is intended to form a single Series with an existing Tranche ofNotes, the Notes of such further Tranche shall be assigned a common code and ISIN which are different from thecommon code and ISIN assigned to Notes of any other Tranche of the same Series until at least the expiry of theDistribution Compliance Period applicable to the Notes of such Tranche.

Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, except inrelation to Notes issued in NGN form, be deemed to include a reference to any successor operator and/or successorclearing system and/or any additional or alternative clearing system specified in the applicable Final Terms and/orapproved by the relevant Issuer, the Agent and the Trustee.

Any reference herein to the common depositary shall, whenever the context so permits, be deemed to include areference to any successor common depositary or any additional or alternative common depositary approved by therelevant Issuer, the Agent and the Trustee.

No Noteholder, Receiptholder or Couponholder shall be entitled to proceed directly against the relevant Issuer or theGuarantor (in the case of the Notes issued by CSF or CSI) unless the Trustee, having became bound to proceed, failsto do so within a reasonable period and the failure shall be continuing.

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FORM OF FINAL TERMS

Set out below is the form of Final Terms which will be completed for each Tranche of Notes issued under theProgramme with a denomination of less than EUR 50,000 (or its equivalent in another currency).

Final Terms dated [Date]

[CADBURY SCHWEPPES FINANCE p.l.c.][CADBURY SCHWEPPES INVESTMENTS plc]

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]Guaranteed by CADBURY HOLDINGS LIMITED and

[CADBURY SCHWEPPES FINANCE p.l.c./CADBURY SCHWEPPES INVESTMENTS plc]under the £5,000,000,000

Euro Medium Term Note Programme

[The Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that, except asprovided in sub-paragraph (ii) below, any offer of Notes in any Member State of the European Economic Area whichhas implemented the Prospectus Directive (2003/71/EC) (each, a “Relevant Member State”) will be made pursuant toan exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement topublish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer of the Notesmay only do so:

(i) in circumstances in which no obligation arises for the Issuer[, the Guarantors] or any Dealer to publish aprospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 ofthe Prospectus Directive, in each case, in relation to such offer; or

(ii) in those Public Offer Jurisdictions mentioned in paragraph 36 of Part A below, provided such person is one of thepersons mentioned in Paragraph 36 of Part A below and that such offer is made during the Offer Period specifiedfor such purpose therein.

Neither the Issuer[, the Guarantors] nor any Dealer has authorised, nor do they authorise, the making of any offer ofNotes in any other circumstances].1

[The Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offerof Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive(2003/71/EC) (each, a “Relevant Member State”) will be made pursuant to an exemption under the ProspectusDirective, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers ofthe Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of the Notesmay only do so in circumstances in which no obligation arises for the Issuer[, the Guarantors] or any Dealer to publish aprospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of theProspectus Directive, in each case, in relation to such offer. [Neither/None of] the Issuer[, the Guarantors] [nor/or] anyDealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances].2

1 Consider including this legend where a non-exempt offer of Notes is anticipated.

2 Consider including this legend where only an exempt offer of Notes is anticipated.

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PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in theProspectus dated [date] which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive2003/71/EC) (the “Prospectus Directive”). This document constitutes the Final Terms of the Notes described herein forthe purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus. Fullinformation on the Issuer[, the Guarantors] and the offer of the Notes is only available on the basis of the combinationof these Final Terms and the Prospectus. The Prospectus is available for viewing during normal business hours at theregistered office of the Issuer at Cadbury House, Sanderson Road, Uxbridge, Middlesex UB8 1DH and copies may beobtained during normal business hours from the specified office of the Agent at The Bank of New York Mellon,40th Floor, One Canada Square, London E14 5AL.

[The following alternative language applies if the first tranche of an issue which is being increased was issued under aprospectus with an earlier date.]

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) setforth in the [Offering Circular/Prospectus] dated [original date]. This document constitutes the Final Terms of the Notesdescribed herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the “ProspectusDirective”) and must be read in conjunction with the Prospectus dated [current date] which constitutes a baseprospectus for the purposes of the Prospectus Directive, save in respect of the Conditionswhich are extracted from the[Offering Circular/Prospectus] dated [original date] and are attached hereto. Full information on the Issuer and theoffer of the Notes is only available on the basis of the combination of these Final Terms, the Prospectus dated [currentdate] and the [Offering Circular/Prospectus] dated [original date]. Copies of the Prospectus dated [current date] andthe [Offering Circular/Prospectus] dated [original date] are available for viewing during normal business hours at theregistered office of the Issuer at Cadbury House, Sanderson Road, Uxbridge, Middlesex UB8 1DH and copies may beobtained from the specified office of the Agent at The Bank of New York Mellon, 40th Floor, One Canada Square,London E14 5AL.

[Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should remainas set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphs. Italics denotedirections for completing the Final Terms.]

[When adding any other final terms or information consideration should be given as to whether such terms orinformation constitutes “significant new factors” and consequently trigger the need for a supplement to the Prospectusunder Article 16 of the Prospectus Directive.]

[If the Notes have a maturity of less than one year from the date of their issue, the minimum denomination must be£100,000 or its equivalent in any other currency.]

1. [(i)] Issuer: [k]

[(ii) Guarantors: [k]]

2. (i) Series Number: [k]

(ii) Tranche Number: [k]

(If fungible with an existing Series, details of thatSeries, including the date on which the Notes becomefungible)

3. Specified Currency or Currencies: [k]

4. Aggregate Nominal Amount:

— Series: [k]

— Tranche: [k]

5. Issue Price: [k] per cent. of the Aggregate Nominal Amount [plusaccrued interest from [insert date] (if applicable)]

6. Specified Denominations: [k]

(N.B. If an issue of Notes is (i) NOT admitted to tradingon an European Economic Area exchange; and (ii) onlyoffered in the European Economic Area incircumstances where a prospectus is not required to bepublished under the Prospectus Directive the f[1,000]minimum denomination is not required.)

7. (i) Issue Date: [k]

(ii) Interest Commencement Date: [specify/Issue Date/Not Applicable]

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(N.B. An Interest Commencement Date will not berelevant for certain Notes, for example Zero CouponNotes.)

8. Maturity Date: [Fixed rate — specify date/Floating rate — InterestPayment Date falling in or nearest to [specify month]]

9. Interest Basis: [[k] per cent. Fixed Rate][[LIBOR/EURIBOR] +/- [k] per cent. Floating Rate][Zero Coupon][Index Linked Interest][Dual Currency Interest][specify other](further particulars specified below)

10. Redemption/Payment Basis: [Redemption at par][Index Linked Redemption][Dual Currency Redemption][Partly Paid][Instalment][specify other]

(N.B. If the Final Redemption Amount is less than 100per cent. of the nominal value the Notes will bederivative securities for the purposes of the ProspectusDirective and the requirements of Annex XII to theProspectus Directive Regulation (CommissionRegulation (EC) No 809/2004) (the “ProspectusDirective Regulation”) will apply.)

11. Change of Interest Basis orRedemption/Payment Basis: [Specify details of any provision for change of Notes

into another Interest Basis or Redemption/PaymentBasis]

12. Put/Call Options: [Investor Put][Issuer Call][(further particulars specified below)]

13. (i) Status of the Notes: [k]

[(ii) Status of the Guarantee: [k]]

14. Method of distribution: [Syndicated/Non-syndicated]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15. Fixed Rate Note Provisions [Applicable/Not Applicable](If not applicable, delete the remaining sub-paragraphsof this paragraph)

(i) Rate(s) of Interest: [k] per cent. per annum [payable [annually/semi-annually/quarterly/specify] in arrear]

(ii) Interest Payment Date(s): [[k] in each year up to and including the Maturity Date][specify other](NB: This will need to be amended in the case of longor short coupons)

(iii) Fixed Coupon Amount(s): [k] per [k] in nominal amount

(iv) Broken Amount(s): [k] per [k] in nominal amount, payable on the InterestPayment Date falling [in/on] [ ]

(v) Day Count Fraction: [Actual/Actual (ICMA) or 30/360 or specify other]

(vi) Determination Date(s): [k] in each year[Insert regular interest payment dates, ignoring issuedate or maturity date in the case of a long or short firstor last coupon]

(NB: This will need to be amended in the case ofregular interest payment dates which are not of equalduration)(NB: only relevant where the Day Count Fraction isActual/Actual (ICMA)).

(vii) Other terms relating to themethod of calculating interest forFixed Rate Notes: [None/Give details]

16. Floating Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete theremaining sub-paragraphs of this paragraph)

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(i) Specified Period(s)/SpecifiedInterest Payment Dates: [k]

(ii) Business Day Convention: [Floating Rate Convention/Following Business DayConvention/Modified Following Business DayConvention/Preceding Business DayConvention/[specify other]]

(iii) Additional Business Centre(s): [k]

(iv) Manner in which the Rate ofInterest and Interest Amount isto be determined: [Screen Rate Determination/ISDA

Determination/specify other]

(v) Party responsible for calculatingthe Rate of Interest and InterestAmount (if not the Agent): [k]

(vi) Screen Rate Determination:

— Reference Rate: [k](Either LIBOR, EURIBOR or other, although additionalinformation is required if other — including fall backprovisions in the Agency Agreement)

— Interest Determination Date(s): [k](Second London business day prior to the start of eachInterest Period if LIBOR (other than Sterling or euroLIBOR), first day of each Interest Period if SterlingLIBOR and the second day on which the TARGET 2System is open prior to the start of each InterestPeriod if EURIBOR or euro LIBOR)

— Relevant Screen Page: [k](In the case of EURIBOR, if not Reuters EURIBOR01ensure it is a page which shows a composite rate oramend the fallback provisions appropriately)

(vii) ISDA Determination:

— Floating Rate Option: [k]

— Designated Maturity: [k]

— Reset Date: [k]

(viii) Margin(s): [+/-] [k] per cent. per annum

(ix) Minimum Rate of Interest: [k] per cent. per annum

(x) Maximum Rate of Interest: [k] per cent. per annum

(xi) Day Count Fraction: [Actual/Actual (ISDA)Actual/365 (Fixed)Actual/365 (Sterling)Actual/36030/36030E/36030E/360 (ISDA)other](See Condition 5 for options)

(xii) Fall back provisions, roundingprovisions and any other termsrelating to the method ofcalculating interest on FloatingRate Notes, if different fromthose set out in the Conditions: [k]

17. Zero Coupon Note Provisions [Applicable/Not Applicable](If not applicable, delete the remaining sub-paragraphsof this paragraph)

(i) Accrual Yield: [k] per cent. per annum

(ii) Reference Price: [k]

(iii) Any other formula/basis ofdetermining amount payable: [k]

(iv) Day Count Fraction in relation toEarly Redemption Amounts andlate payment: [Conditions 7(e) (iii) and (j) apply/specify other]

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18. Index Linked Note Provisions [Applicable/Not Applicable](If not applicable, delete the remaining sub-paragraphsof this paragraph)

(i) Index/Formula: [give or annex details (need to include the exerciseprice or final reference price of the underlying index)]

(ii) Calculation Agent: [give name]

(iii) Party responsible for calculatingthe Rate of Interest (if not theCalculation Agent) and InterestAmount (if not the Agent): [give name(s)]

(iv) Provisions for determiningcoupon where calculation byreference to Index and/orFormula is impossible orimpracticable: [k] (need to include a description of market disruption

or settlement disruption events and adjustmentprovisions)

(v) Specified Period(s)/SpecifiedInterest Payment Dates: [k]

(vi) Business Day Convention: [Floating Rate Convention/Following Business DayConvention/Modified Following Business DayConvention/Preceding Business DayConvention/[specify other]]

(vii) Additional Business Centre(s): [k]

(viii) Minimum Rate of Interest: [k] per cent. per annum

(ix) Maximum Rate of Interest: [k] per cent. per annum

(x) Day Count Fraction: [k] (see Condition 5 for options)

19. Dual Currency Note Provisions [Applicable/Not Applicable](If not applicable, delete the remaining sub-paragraphsof this paragraph)

(i) Rate of Exchange/method ofcalculating Rate of Exchange: [give or annex details]

(ii) Party, if any, responsible forcalculating the principal and/orinterest due (if not the Agent): [k]

(iii) Provisions applicable wherecalculation by reference to Rateof Exchange impossible orimpracticable:

[k] (need to include a description of market disruptionevents and adjustment provisions)

(iv) Person at whose option SpecifiedCurrency(ies) is/are payable: [k]

PROVISIONS RELATING TO REDEMPTION

20. Issuer Call [Applicable/Not Applicable](If not applicable, delete the remaining sub-paragraphsof this paragraph)

(i) Optional Redemption Date(s): [k]

(ii) Optional Redemption Amount ofeach Note and method, if any, ofcalculation of such amount(s): [k] per Note of [k] Specified Denomination

(iii) If redeemable in part:

(a) Minimum Redemption Amount: [k]

(b) Higher Redemption Amount: [k]

[Where there is a partial redemption of Notesrepresented by a Global Note, include the followinglanguage:

The Redeemed Notes will be selected in accordancewith the rules of Euroclear and/or Clearstream,Luxembourg, (to be reflected in the records ofEuroclear and Clearstream, Luxembourg as either apool factor or a reduction in nominal amount, at theirdiscretion).]

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(iv) Notice period (if other than asset out in the Conditions): [k]

(N.B. If setting notice periods which are different tothose provided in the Conditions, the Issuer is advisedto consider the practicalities of distribution ofinformation through intermediaries, for example,clearing systems and custodians, as well as any othernotice requirements which may apply, for example, asbetween the Issuer and the Agent or Trustee)

21. Investor Put [Applicable/Not Applicable](If not applicable, delete the remaining sub-paragraphsof this paragraph)

(i) Optional Redemption Date(s): [k]

(ii) Optional Redemption Amount ofeach Note and method, if any, ofcalculation of such amount(s): [k] per Note of [k] Specified Denomination

(iii) Notice period (if other than asset out in the Conditions): [k]

22. Final Redemption Amount of eachNote: [k] per Note of [k] Specified Denomination/specify

other/see Appendix(N.B. If the Final Redemption Amount is other than 100per cent. of the nominal value the Notes will bederivative securities for the purposes of the ProspectusDirective and the requirements of Annex XII to theProspectus Directive Regulation will apply.)

23. Early Redemption Amount of eachNote payable on redemption fortaxation reasons or on event of defaultand/or the method of calculating thesame (if required or if different fromthat set out in Condition 7(e)): [k]

GENERAL PROVISIONS APPLICABLE TO THE NOTES

24. Form of Notes: [Temporary Global Note exchangeable for a PermanentGlobal Note which is exchangeable for DefinitiveNotes [on 60 days’ notice given at any time/only uponan Exchange Event].][Temporary Global Note exchangeable for DefinitiveNotes on and after the Exchange Date.][Permanent Global Note exchangeable for DefinitiveNotes [on 60 days’ notice given at any time/only uponan Exchange Event].]

25. New Global Note: [Yes]/[No]

26. Additional Financial Centre(s) or otherspecial provisions relating to PaymentDates: [Not Applicable/give details. Note that this item relates

to the place of payment, and not Interest Period enddates, to which items 16(iii) and 18(vii) relate.]

27. Talons for future Coupons or Receiptsto be attached to Definitive Notes (anddates on which such Talons mature): [Yes/No. If yes, give details]

28. Details relating to Partly Paid Notes:amount of each payment comprisingthe Issue Price and date on whicheach payment is to be made andconsequences (if any) of failure topay, including any right of the Issuerto forfeit the Notes and interest dueon late payment:

[Not Applicable/give details NB: a new form ofTemporary Global Note and/or Permanent Global Notemay be required for Partly Paid issues]

29. Details relating to Instalment Notes:amount of each instalment, date onwhich each payment is to be made: [Not Applicable/give details]

30. Redenomination applicable: Redenomination [not] applicable (If Redenomination isapplicable specify the terms of the redenomination inan Annex to the Final Terms)

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31. Other final terms: [Not Applicable/give details](When adding any other final terms considerationshould be given as to whether such terms constitute“significant new factors” and consequently trigger theneed for a supplement to the Prospectus under Article16 of the Prospectus Directive.)

DISTRIBUTION

32. (i) If syndicated, names andaddresses of Managers andunderwriting commitments:

[Not Applicable/give names, addresses andunderwriting commitments](Include names and addresses of entities agreeing tounderwrite the issue on a firm commitment basis andnames and addresses of the entities agreeing to placethe issue without a firm commitment or on a “bestefforts” basis if such entities are not the same as theManagers.)

(ii) Date of [Subscription] Agreement: [ ]

(iii) Stabilising Manager(s) (if any): [Not Applicable/give name(s)]

33. If non-syndicated, name and addressof relevant Dealer: [Not Applicable/Name and address]

34. Total commission and concession: [ ] per cent. of the Aggregate Nominal Amount

35. U.S. Selling Restrictions: [Reg. S Compliance Category; TEFRA D/TEFRAC/TEFRA not applicable]

36. Non exempt Offer: [Not Applicable] [An offer of the Notes may be made bythe Managers [and [specify names of other financialintermediaries/placers making non-exempt offers, to theextent known OR consider a generic description ofother parties involved in non-exempt offers (e.g. “otherparties authorised by the Managers”) or (if relevant)note that other parties may make non-exempt offers inthe Public Offer Jurisdictions during the Offer Period, ifnot known]] (together with the Managers, the “FinancialIntermediaries”) other than pursuant to Article 3(2) ofthe Prospectus Directive in [specify relevant MemberState(s) — which must be jurisdictions where theProspectus and any supplements have beenpassported (in addition to the jurisdiction whereapproved and published)] (“Public Offer Jurisdictions”)during the period from [specify date] until [specify dateor a formula such as “the Issue Date” or “the datewhich falls [k] Business Days thereafter”] (the “OfferPeriod”). See further Paragraph 10 of Part B below.

(N.B. Consider any local regulatory requirementsnecessary to be fulfilled so as to be able to make anon-exempt offer in relevant jurisdictions, for examplenewspaper notifications and/or approval of advertisingmaterials if required. No such offer should be made inany relevant jurisdiction until those requirements havebeen met. Non-exempt offers may only be made intojurisdictions in which the base prospectus (and anysupplement) has been notified/passported.)

37. Additional selling restrictions: [Not Applicable/give details]

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for the issue [,/and] [public offer in the Public Offer Jurisdictions][,/and] [admission to trading on [the London Stock Exchange’s regulated market/specify other] [and listing on theOfficial List of the UK Listing Authority/specify other], of the Notes described herein pursuant to the £5,000,000,000Euro Medium Term Note Programme of Cadbury Schweppes Finance p.l.c. and Cadbury Schweppes Investments plc.

27

RESPONSIBILITY

The Issuer and the Guarantors accept responsibility for the information contained in these Final Terms. [[Relevant thirdparty information, for example in compliance with Annex XII to the Prospectus Directive Regulation in relation to anindex or its components] has been extracted from [specify source]. The Issuer and the Guarantors confirm that suchinformation has been accurately reproduced and that, so far as each of them is aware and is able to ascertain frominformation published by [specify source], no facts have been omitted which would render the reproduced informationinaccurate or misleading].

Signed on behalf of [Issuer]: Signed on behalf of [Guarantor]:

By: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . By: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Duly authorised Duly authorised

Signed on behalf of [Guarantor]:

By: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Duly authorised

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PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TOTRADING

Listing and admission to trading: [Not Applicable] / [Application [has been/is expected to be] madeby the Issuer (or on its behalf) for the Notes to be admitted totrading on [the London Stock Exchange’s regulatedmarket/specify other] [and listed on the Official List of the UKListing Authority/specify other] with effect from [k].]

(Where documenting a fungible issue need to indicate that theNotes are already admitted to trading)

2. RATINGS

Ratings: [Applicable/Not Applicable] (if not applicable, delete theremaining paragraph)

The Notes to be issued have been rated:

[S & P: [ ]][Moody’s: [ ]][[Other]: [ ]]

[Need to include a brief explanation of the meaning of the ratingsif this has previously been published by the rating provider.]

(The above disclosure should reflect the rating allocated to Notesof the type being issued under the Programme generally or,where the issue has been specifically rated, that rating.)

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

[Save for any fees payable to the [Managers/Dealers], so far as the Issuer is aware, no person involved inthe issue of the Notes has an interest material to the offer. - Amend as appropriate if there are otherinterests]

(When adding any other description, consideration should be given as to whether such matters describedconstitute “significant new factors” and consequently trigger the need for a supplement to the Prospectusunder Article 16 of the Prospectus Directive.)

4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i) Reasons for the offer: [ ]

(See “Use of Proceeds” wording in Prospectus – if reasons foroffer different from making profit will need to include thosereasons here.)

(ii) Estimated net proceeds: [ ]

(If proceeds are intended for more than one use will need to splitout and present in order of priority. If proceeds insufficient to fundall proposed uses state amount and sources of other funding.)

(iii) Estimated total expenses: [ ]. [Expenses are required to be broken down into each principalintended “use” and presented in order of priority of such “users‘]

(NB: If the Notes are derivative securities to which Annex XII ofthe Prospective Directive Regulation applies (i) above is requiredwhere the reasons for the offer are different from making profitand/or hedging certain risks regardless of the minimumdenomination of the securities and where this is the casedisclosure of net proceeds and total expenses at (ii) and(iii) above are also required.)

5. YIELD (Fixed Rate Notes only)

Indication of yield: [ ]

[Calculated as [include details of method of calculation insummary form] on the Issue Date.]

The yield is calculated at the Issue Date on the basis of theIssue Price. It is not an indication of future yield.

29

6. HISTORIC INTEREST RATES (Floating Rate Notes only)

Details of historic [LIBOR/EURIBOR/other] rates can be obtained from [Reuters].

7. PERFORMANCE OF INDEX/FORMULA, EXPLANATION OF EFFECT ON VALUE OF INVESTMENTAND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING (Index-Linked Notes only)

[If there is a derivative component in the interest or the Notes are derivative securities to which Annex XII of theProspectus Directive Regulation applies, need to include a clear and comprehensive explanation of how thevalue of the investment is affected by the underlying and the circumstances when the risks are most evident.]

(N.B. The requirements below only apply if the Notes are derivative securities to which Annex XII of theProspectus Directive Regulation applies.)

[Need to include details of where past and future performance and volatility of the index/formula can beobtained.]

[Where the underlying is an index need to include the name of the index and a description if composed bythe Issuer and if the index is not composed by the Issuer need to include details of where the informationabout the index can be obtained.]

[Include other information concerning the underlying required by paragraph 4.2 of Annex XII of theProspectus Directive Regulation.]

(When completing the above paragraphs, consideration should be given as to whether such mattersdescribed constitute “significant new factors” and consequently trigger the need for a supplement to theProspectus under Article 16 of the Prospectus Directive.)

The Issuer [intends to provide post-issuance information [specify what information will be reported andwhere it can be obtained]] [does not intend to provide post-issuance information].

8. PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OFINVESTMENT (Dual Currency Notes only)

[If there is a derivative component in the interest or the Notes are derivative securities to which Annex XII of theProspectus Directive Regulation applies, need to include a clear and comprehensive explanation of how thevalue of the investment is affected by the underlying and the circumstances when the risks are most evident.]

(N.B. The requirement below only applies if the Notes are derivative securities to which Annex XII of theProspectus Directive Regulation applies.)

[Need to include details of where past and future performance and volatility of the relevant rates can beobtained.]

(When completing this paragraph, consideration should be given as to whether such matters describedconstitute “significant new factors” and consequently trigger the need for a supplement to the Prospectusunder Article 16 of the Prospectus Directive.)

9. OPERATIONAL INFORMATION(i) Intended to be held in a

manner which would allowEurosystem eligibility: [Yes][No]

[Note that the designation “yes” simply means that the Notesare intended upon issue to be deposited with one of the ICSDsas common safekeeper and does not necessarily mean that theNotes will be recognised as eligible collateral for Eurosystemmonetary policy and intra-day credit operations by theEurosystem either upon issue or at any or all times during theirlife. Such recognition will depend upon the ECB being satisfiedthat Eurosystem eligibility criteria have been met.] [include thistext if “yes” selected in which case the Notes must be issued inNGN form.]

(ii) ISIN Code: [ ](iii) Common Code: [ ](iv) Any clearing system(s)

other than Euroclear BankS.A./N.V. and ClearstreamBanking, société anonymeand the relevantidentification number(s): [Not Applicable/give name(s) and number(s)]

(v) Delivery: Delivery [against/free of] payment

30

(vi) Names and addresses ofadditional Paying Agent(s)(if any): [ ]

10. TERMS AND CONDITIONS OF THE OFFER

Offer Price: [Issue Price/Not Applicable/specify]

[Conditions to which the offer is subject:] [Not Applicable/give details]

[Description of the application process:] [Not Applicable/give details]

[Details of the minimum and/or maximum amount ofapplication:]

[Not Applicable/give details]

[Description of possibility to reduce subscriptions andmanner for refunding excess amount paid byapplicants:]

[Not Applicable/give details]

[Details of the method and time limits for paying upand delivering the Notes:]

[Not Applicable/give details]

[Manner in and date on which results of the offer areto be made public:]

[Not Applicable/give details]

[Procedure for exercise of any right of pre-emption,negotiability of subscription rights and treatment ofsubscription rights not exercised:]

[Not Applicable/give details]

[Categories of potential investors to which the Notesare offered and whether tranche(s) have beenreserved for certain countries:]

[Not Applicable/give details]

[Process for notification to applicants of the amountallotted and the indication whether dealing may beginbefore notification is made:]

[Not Applicable/give details]

[Amount of any expenses and taxes specificallycharged to the subscriber or purchaser:]

[Not Applicable/give details]

[Name(s) and address(es), to the extent known to theIssuer, of the placers in the various countries wherethe offer takes place.]

[None/give details]

31

FORM OF FINAL TERMS

Set out below is the form of Final Terms which will be completed for each Tranche of Notes issued under theProgramme with a denomination of at least EUR 50,000 (or its equivalent in another currency).

Final Terms dated [Date]

[CADBURY SCHWEPPES FINANCE p.l.c.][CADBURY SCHWEPPES INVESTMENTS plc]

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]Guaranteed by CADBURY HOLDINGS LIMITED and

[CADBURY SCHWEPPES FINANCE p.l.c./CADBURY SCHWEPPES INVESTMENTS plc]under the £5,000,000,000

Euro Medium Term Note Programme

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in theProspectus dated [date] which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive2003/71/EC) (the “Prospectus Directive”). This document constitutes the Final Terms of the Notes described herein forthe purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus. Fullinformation on the Issuer[, the Guarantors] and the offer of the Notes is only available on the basis of the combinationof these Final Terms and the Prospectus. The Prospectus is available for viewing during normal business hours at theregistered office of the Issuer at Cadbury House, Sanderson Road, Uxbridge, Middlesex UB8 1DH and copies may beobtained during normal business hours from the specified office of the Agent at The Bank of New York Mellon,40th Floor, One Canada Square, London E14 5AL.

[The following alternative language applies if the first tranche of an issue which is being increased was issued under aprospectus with an earlier date.]

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) setforth in the [Offering Circular/Prospectus] dated [original date]. This document constitutes the Final Terms of the Notesdescribed herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the “ProspectusDirective”) and must be read in conjunction with the Prospectus dated [current date] which constitutes a baseprospectus for the purposes of the Prospectus Directive, save in respect of the Conditionswhich are extracted from the[Offering Circular/Prospectus] dated [original date] and are attached hereto. Full information on the Issuer and theoffer of the Notes is only available on the basis of the combination of these Final Terms, the Prospectus dated [currentdate] and the [Offering Circular/Prospectus] dated [original date]. Copies of the Prospectus dated [current date] andthe [Offering Circular/Prospectus] dated [original date] are available for viewing during normal business hours at theregistered office of the Issuer at Cadbury House, Sanderson Road, Uxbridge, Middlesex UB8 1DH and copies may beobtained during normal business hours from the specified office of the Agent at The Bank of New York Mellon,40th Floor, One Canada Square, London E14 5AL.

[Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should remainas set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphs. Italics denotedirections for completing the Final Terms.]

[When adding any other final terms or information consideration should be given as to whether such terms orinformation constitutes “significant new factors” and consequently trigger the need for a supplement to the Prospectusunder Article 16 of the Prospectus Directive.]

[If the Notes have a maturity of less than one year from the date of their issue, the minimum denomination must be£100,000 or its equivalent in any other currency.]

1. [(i)] Issuer: [k]

[(ii) Guarantors: [k]]

2. (i) Series Number: [k]

(ii) Tranche Number: [k]

(If fungible with an existing Series, details of that Series, including thedate on which the Notes become fungible)

3. Specified Currency or Currencies: [k]

32

4. Aggregate Nominal Amount:— Series: [k]

— Tranche: [k]

5. Issue Price: [k][k] per cent. of the Aggregate Nominal Amount [plus accrued interestfrom [insert date] (if applicable)]

6. (a) Specified Denominations: [k]

(Note — where multiple denominations above [f50,000] or equivalentare being used the following sample wording should be followed:

“[f50,000] and integral multiples of [f1,000] in excess thereof up toand including [f99,000]. No Notes in definitive form will be issued witha denomination above [f99,000].”)

(N.B. If an issue of Notes is (i) NOT admitted to trading on anEuropean Economic Area exchange; and (ii) only offered in theEuropean Economic Area in circumstances where a prospectus is notrequired to be published under the Prospectus Directive the [50,000]minimum denomination is not required.)

(b) Calculation Amount: [ ]

(If only one Specified Denomination, insert the Specified Denomination.

If more than one Specified Denomination, insert the highest commonfactor. Note: There must be a common factor in the case of two ormore Specified Denominations.)

7. (i) Issue Date: [k]

(ii) Interest CommencementDate: [specify/Issue Date/Not Applicable]

(N.B. An Interest Commencement Date will not be relevant for certainNotes, for example Zero Coupon Notes.)

8. Maturity Date: [Fixed rate – specify date/Floating rate – Interest Payment Date fallingin or nearest to [specify month]]

9. Interest Basis: [[k] per cent. Fixed Rate][[LIBOR/EURIBOR] +/- [k] per cent. Floating Rate][Zero Coupon][Index Linked Interest][Dual Currency Interest][specify other](further particulars specified below)

10. Redemption/Payment Basis: [Redemption at par][Index Linked Redemption][Dual Currency Redemption][Partly Paid][Instalment][specify other]

(N.B. If the Final Redemption Amount is less than 100 per cent. of thenominal value the Notes will be derivative securities for the purposes ofthe Prospectus Directive and the requirements of Annex XII to theProspectus Directive Regulation will apply.)

11. Change of Interest Basis orRedemption/Payment Basis:

[Specify details of any provision for change of Notes into anotherInterest Basis or Redemption/Payment Basis]

12. Put/Call Options: [Investor Put][Issuer Call][(further particulars specified below)]

13. (i) Status of the Notes: [k]

[(ii) Status of the Guarantee: [k]]

14. Method of distribution: [Syndicated/Non-syndicated]

33

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15. Fixed Rate Note Provisions [Applicable/Not Applicable](If not applicable, delete the remaining sub-paragraphs of this paragraph)

(i) Rate(s) of Interest: [k] per cent. per annum [payable[annually/semi-annually/quarterly/specify] inarrear]

(ii) Interest Payment Date(s): [[k] in each year up to and including theMaturity Date] [specify other](NB: This will need to be amended in the caseof long or short coupons)

(iii) Fixed Coupon Amount(s): [k] per [k] in nominal amount(iv) Broken Amount(s): [k] per [k] in nominal amount, payable on the

Interest Payment Date falling [in/on] [ ](v) Day Count Fraction: [Actual/Actual (ICMA) or 30/360 or specify other](vi) Determination Date(s): [k] in each year

[Insert regular interest payment dates, ignoringissue date or maturity date in the case of a longor short first or last coupon] (NB: This will needto be amended in the case of regular interestpayment dates which are not of equal duration)(NB: only relevant where the Day Count Fractionis Actual/Actual (ICMA)).

(vii) Other terms relating to the method of calculatinginterest for Fixed Rate Notes:

[None/Give details]

16. Floating Rate Note Provisions [Applicable/Not Applicable] (If not applicable,delete the remaining sub-paragraphs of thisparagraph)

(i) Specified Period(s)/Specified Interest PaymentDates:

[k]

(ii) Business Day Convention: [Floating Rate Convention/Following Business DayConvention/Modified Following Business DayConvention/Preceding Business DayConvention/[specify other]]

(iii) Additional Business Centre(s): [k](iv) Manner in which the Rate of Interest and

Interest Amount is to be determined:[Screen Rate Determination/ISDADetermination/specify other]

(v) Party responsible for calculating the Rate ofInterest and Interest Amount (if not the Agent):

[k]

(vi) Screen Rate Determination:— Reference Rate: [k]

(Either LIBOR, EURIBOR or other, althoughadditional information is required if other –including fall back provisions in the AgencyAgreement)

— Interest Determination Date(s): [k](Second London business day prior to the startof each Interest Period if LIBOR (other thanSterling or euro LIBOR), first day of eachInterest Period if Sterling LIBOR and the secondday on which the TARGET 2 System is openprior to the start of each Interest Period ifEURIBOR or euro LIBOR)

— Relevant Screen Page:(vii) ISDA Determination: [k]

(In the case of EURIBOR, if not ReutersEURIBOR01 ensure it is a page which shows acomposite rate or amend the fallback provisionsappropriately)

— Floating Rate Option: [k]— Designated Maturity: [k]— Reset Date: [k]

(viii) Margin(s): [+/-] [k] per cent. per annum(ix) Minimum Rate of Interest: [k] per cent. per annum(x) Maximum Rate of Interest: [k] per cent. per annum

34

(xi) Day Count Fraction: [Actual/Actual (ISDA)Actual/365 (Fixed)Actual/365 (Sterling)Actual/36030/36030E/36030E/360 (ISDA)other](See Condition 5 for options)

(xii) Fall back provisions, rounding provisions andany other terms relating to the method ofcalculating interest on Floating Rate Notes, ifdifferent from those set out in the Conditions:

[k]

17. Zero Coupon Note Provisions [Applicable/Not Applicable](If not applicable, delete the remaining sub-paragraphs of this paragraph)

(i) Accrual Yield: [k] per cent. per annum(ii) Reference Price: [k](iii) Any other formula/basis of determining amount

payable:[k]

(iv) Day Count Fraction in relation to EarlyRedemption Amounts and late payment:

[Conditions 7(e) (iii) and (j) apply/specify other]

18. Index Linked Note Provisions [Applicable/Not Applicable](If not applicable, delete the remaining sub-paragraphs of this paragraph)

(i) Index/Formula: [give or annex details (need to include theexercise price or final reference price of theunderlying index)]

(ii) Calculation Agent: [give name (and, if the Notes are derivativesecurities to which Annex XII of the ProspectusDirective Regulation applies, address)]

(iii) Party responsible for calculating the Rate ofInterest (if not the Calculation Agent) andInterest Amount (if not the Agent):

[give name(s)]

(iv) Provisions for determining coupon wherecalculation by reference to Index and/or Formulais impossible or impracticable:

[k] (need to include a description of marketdisruption or settlement disruption events andadjustment provisions)

(v) Specified Period(s)/Specified Interest PaymentDates:

[k]

(vi) Business Day Convention: [Floating Rate Convention/FollowingBusiness DayConvention/Modified Following Business DayConvention/Preceding Business DayConvention/[specify other]]

(vii) Additional Business Centre(s): [k]

(viii) Minimum Rate of Interest: [k] per cent. per annum

(ix) Maximum Rate of Interest: [k] per cent. per annum

(x) Day Count Fraction: [k] (see Condition 5 for options)

19. Dual Currency Note Provisions [Applicable/Not Applicable](If not applicable, delete the remaining sub-paragraphs of this paragraph)

(i) Rate of Exchange/method of calculating Rate ofExchange:

[give or annex details]

(ii) Party, if any, responsible for calculating theprincipal and/or interest due (if not the Agent):

[k]

(iii) Provisions applicable where calculation byreference to Rate of Exchange impossible orimpracticable:

[k] (need to include a description of marketdisruption events and adjustment provisions)

(iv) Person at whose option Specified Currency(ies)is/are payable:

[k]

35

PROVISIONS RELATING TO REDEMPTION

20. Issuer Call [Applicable/Not Applicable](If not applicable, delete the remaining sub-paragraphs of this paragraph)

(i) Optional Redemption Date(s): [k](ii) Optional Redemption Amount of each Note and

method, if any, of calculation of such amount(s):[k] per Note of [k] Specified Denomination

(iii) If redeemable in part:(a) Minimum Redemption Amount: [k](b) Higher Redemption Amount: [k]

[Where there is a partial redemption of Notesrepresented by a Global Note, include thefollowing language:The Redeemed Notes will be selected inaccordance with the rules of Euroclear and/orClearstream, Luxembourg, (to be reflected in therecords of Euroclear and Clearstream,Luxembourg as either a pool factor or areduction in nominal amount, at their discretion).]

(iv) Notice period (if other than as set out in theConditions):

[k](N.B. If setting notice periods which are differentto those provided in the Conditions, the Issuer isadvised to consider the practicalities ofdistribution of information through intermediaries,for example, clearing systems and custodians,as well as any other notice requirements whichmay apply, for example, as between the Issuerand the Agent or Trustee)

21. Investor Put [Applicable/Not Applicable](If not applicable, delete the remaining sub-paragraphs of this paragraph)

(i) Optional Redemption Date(s): [k](ii) Optional Redemption Amount of each Note and

method, if any, of calculation of such amount(s):[k] per Note of [k] Specified Denomination

(iii) Notice period (if other than as set out in theConditions):

[k]

22. Final Redemption Amount of each Note: [k] per Note of [k] SpecifiedDenomination/specify other/see Appendix(N.B. If the Final Redemption Amount is otherthan 100 per cent. of the nominal value theNotes will be derivative securities for thepurposes of the Prospectus Directive and therequirements of Annex XII to the ProspectusDirective Regulation will apply.)

23. Early Redemption Amount of each Note payable onredemption for taxation reasons or on event of defaultand/or the method of calculating the same (if requiredor if different from that set out in Condition 7(e)):

[k]

GENERAL PROVISIONS APPLICABLE TO THE NOTES

24. Form of Notes: [Temporary Global Note exchangeable for aPermanent Global Note which is exchangeable forDefinitive Notes [on 60 days’ notice given at anytime/only upon an Exchange Event].][Temporary Global Note exchangeable for DefinitiveNotes on and after the Exchange Date.][Permanent Global Note exchangeable for DefinitiveNotes [on 60 days’ notice given at any time/onlyupon an Exchange Event].]

36

(Ensure that this is consistent with the wording inthe “Form of the Notes” section in the Prospectusand the Notes themselves. N.B. The exchange uponnotice/at any time options should not be expressedto be applicable if the Specified Denomination of theNotes in paragraph 6 includes languagesubstantially to the following effect: “[f50,000] andintegral multiples of [f1,000] in excess thereof up toand including [f99,000].” Furthermore, suchSpecified Denomination construction is notpermitted in relation to any issue of Notes which isto be represented on issue by a Temporary GlobalNote exchangeable for Definitive Notes.)

25. New Global Note: [Yes]/[No]

26. Additional Financial Centre(s) or other specialprovisions relating to Payment Dates:

[Not Applicable/give details. Note that this itemrelates to the place of payment, and not InterestPeriod end dates, to which items 16(iii) and 18(vi)relate.]

27. Talons for future Coupons or Receipts to beattached to Definitive Notes (and dates on whichsuch Talons mature):

[Yes/No. If yes, give details]

28. Details relating to Partly Paid Notes: amount ofeach payment comprising the Issue Price and dateon which each payment is to be made andconsequences (if any) of failure to pay, includingany right of the Issuer to forfeit the Notes andinterest due on late payment:

[Not Applicable/give details NB: a new form ofTemporary Global Note and/or Permanent GlobalNote may be required for Partly Paid issues]

29. Details relating to Instalment Notes: amount of eachinstalment, date on which each payment is to bemade:

[Not Applicable/give details]

30. Redenomination applicable: Redenomination [not] applicable (If Redenominationis applicable specify the terms of theredenomination in an Annex to the Final Terms)

31. Other final terms: [Not Applicable/give details](When adding any other final terms considerationshould be given as to whether such terms constitute“significant new factors” and consequently triggerthe need for a supplement to the Prospectus underArticle 16 of the Prospectus Directive.)

DISTRIBUTION

32. (i) If syndicated, names of Managers: [Not Applicable/give names](If the Notes are derivative Securities to whichAnnex XII of the Prospectus Directive Regulationapplies, include names of entities agreeing tounderwrite the issue on a firm commitment basisand names of the entities agreeing to place theissue without a firm commitment or on a “bestefforts” basis if such entities are not the same asthe Managers.)

(ii) Date of [Subscription] Agreement: [ ]

(The above is only relevant if the Notes arederivative securities to which Annex XII of theProspectus Directive Regulation applies)

(iii) Stabilising Manager(s) (if any): [Not Applicable/give name(s)]33. If non-syndicated, name of relevant Dealer: [Not Applicable/name]34. U.S. Selling Restrictions: [Reg. S Compliance Category; TEFRA D/TEFRA

C/TEFRA not applicable]35. Additional selling restrictions: [Not Applicable/give details]

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for the issue [,/and] [admission to trading on [the London StockExchange’s regulated market/specify other] [and listing on the Official List of the UK Listing Authority/specify other], of

37

the Notes described herein pursuant to the £5,000,000,000 Euro Medium Term Note Programme of CadburySchweppes Finance p.l.c. and Cadbury Schweppes Investments plc.

RESPONSIBILITY

The Issuer and the Guarantors accept responsibility for the information contained in these Final Terms. [[Relevant thirdparty information, for example in compliance with Annex XII to the Prospectus Directive Regulation in relation to anindex or its components] has been extracted from [specify source]. The Issuer and the Guarantors confirm that suchinformation has been accurately reproduced and that, so far as each of them is aware and is able to ascertain frominformation published by [specify source], no facts have been omitted which would render the reproduced informationinaccurate or misleading].

Signed on behalf of [Issuer]: Signed on behalf of [Guarantor]:

By: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . By: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Duly authorised Duly authorised

Signed on behalf of [Guarantor]:

By: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Duly authorised

38

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(i) Listing and admission to trading: [Not Applicable] / [Application [has been/is expected to be]made by the Issuer (or on its behalf) for the Notes to beadmitted to trading on [the London Stock Exchange’sregulated market/specify other] [and listed on the OfficialList of the UK Listing Authority/specify other] with effectfrom [k].]

(ii) Estimate of total expenses related toadmission to trading:

[ ]

2. RATINGS

Ratings: [Applicable/Not Applicable] (if not applicable, delete theremaining paragraph)

The Notes to be issued have been rated:

[S & P: [ ]][Moody’s: [ ]][[Other]: [ ]]

(The above disclosure should reflect the rating allocatedto Notes of the type being issued under the Programmegenerally or, where the issue has been specifically rated,that rating.)

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

[Save for any fees payable to the [Managers/Dealers], so far as the Issuer is aware, no person involved in the issueof the Notes has an interest material to the offer. — Amend as appropriate if there are other interests]

(When adding any other description, consideration should be given as to whether such matters describedconstitute “significant new factors” and consequently trigger the need for a supplement to the Prospectus underArticle 16 of the Prospectus Directive.)

4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

[(i) Reasons for the offer: [ ]

[(ii)] Estimated net proceeds: [ ]

[(iii)] Estimated total expenses: [ ]

(NB: delete unless the Notes are derivativesecurities to which Annex XII of the ProspectiveDirective Regulation applies, in which case (i)above is required where the reasons for the offerare different from making profit and/or hedgingcertain risks and, where such reasons areinserted in (i), disclosure of net proceeds andtotal expenses at (ii) and (iii) above are alsorequired.)

5. YIELD (Fixed Rate Notes only)

Indication of yield: [ ]

The yield is calculated at the Issue Date on thebasis of the Issue Price. It is not an indication offuture yield.

6. PERFORMANCE OF INDEX/FORMULA, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT ANDASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING (Index-Linked Notesonly)

[Need to include details of where past and future performance and volatility of the index/formula can beobtained.]

[Where the underlying is an index need to include the name of the index and a description if composed by theIssuer and if the index is not composed by the Issuer need to include details of where the information about theindex can be obtained.]

[Include other information concerning the underlying required by paragraph 4.2 of Annex XII of the ProspectusDirective Regulation.]

39

(When completing the above paragraphs, consideration should be given as to whether such matters describedconstitute “significant new factors” and consequently trigger the need for a supplement to the Prospectus underArticle 16 of the Prospectus Directive.)

The Issuer [intends to provide post-issuance information [specify what information will be reported and where itcan be obtained]] [does not intend to provide post-issuance information].

(N.B. This paragraph 6 only applies if the Notes are derivative securities to which Annex XII of the ProspectusDirective Regulation applies.)

7. PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVEST-MENT (Dual Currency Notes only)

[Need to include details of where past and future performance and volatility of the relevant rates can beobtained.]

(When completing this paragraph, consideration should be given as to whether such matters describedconstitute “significant new factors” and consequently trigger the need for a supplement to the Prospectusunder Article 16 of the Prospectus Directive.)

(N.B. This paragraph 7 only applies if the Notes are derivative securities to which Annex XII of the ProspectusDirective Regulation applies.)

8. OPERATIONAL INFORMATION

(i) Intended to be held in a mannerwhich would allow Eurosystemeligibility:

[Yes][No]

[Note that the designation “yes” simply means that the Notes areintended upon issue to be deposited with one of the ICSDs ascommon safekeeper and does not necessarily mean that theNotes will be recognised as eligible collateral for Eurosystemmonetary policy and intra-day credit operations by theEurosystem either upon issue or at any or all times during theirlife. Such recognition will depend upon the ECB being satisfiedthat Eurosystem eligibility criteria have been met.] [include thistext if “yes” selected in which case the Notes must be issued inNGN form.]

(ii) ISIN Code: [ ](iii) Common Code: [ ](iv) Any clearing system(s) other

than Euroclear Bank S.A./N.V.and Clearstream Banking,société anonyme and therelevant identification number(s):

[Not Applicable/give name(s) and number(s)]

(v) Delivery: Delivery [against/free of] payment(vi) Names and addresses of

additional Paying Agent(s) (ifany):

[ ]

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TERMS AND CONDITIONS OF THE NOTES

The following are the Terms and Conditions of the Notes which will be incorporated by reference into each Global Note(as defined below) and each definitive Note, in the latter case only if permitted by the relevant stock exchange or otherrelevant authority (if any) and agreed by the relevant Issuer and the relevant Dealer at the time of issue but, if not sopermitted and agreed, such definitive Note will have endorsed thereon or attached thereto such Terms and Conditions.The applicable Final Terms in relation to any Tranche of Notes may specify other terms and conditions which shall, tothe extent so specified or to the extent inconsistent with the following Terms and Conditions, replace or modify thefollowing Terms and Conditions for the purpose of such Notes. The applicable Final Terms (or the relevant provisionsthereof) will be endorsed upon, or attached to, each Global Note and definitive Note. Reference should be made to“Form of the Notes” for a description of the content of Final Terms which will specify which of such terms are to apply inrelation to the relevant Notes.

This Note is one of a Series (as defined below) of Notes issued by Cadbury Schweppes Finance p.l.c. (“CSF”) orCadbury Schweppes Investments plc (“CSI” and, together with CSF in its capacity as Issuer, the “Issuers” and each an“Issuer”) constituted by a Trust Deed (such Trust Deed as modified and/or supplemented and/or restated from time totime, the “Trust Deed”) dated 26th May 1999 made between Cadbury Holdings Limited (“Cadbury Holdings”), CSF, CSIand The Law Debenture Trust Corporation p.l.c. (the “Trustee”, which expression shall include any successor astrustee).

References herein to the “Notes” shall be references to the Notes of this Series and shall mean:

(i) in relation to any Notes represented by a global Note (a “Global Note”), units of each Specified Denomination inthe Specified Currency;

(ii) any Global Note; and

(iii) any definitive Notes issued in exchange for a Global Note.

References herein to the “relevant Issuer” shall be to the Issuer of the Notes named as such in the applicable FinalTerms (as defined below).

Pursuant to the Trust Deed the payment of all amounts payable in respect of Notes, Receipts (as defined below) andCoupons (as defined below) issued by CSF will be unconditionally and irrevocably guaranteed by Cadbury Holdingsand CSI and the payment of all amounts payable in respect of Notes, Receipts and Coupons issued by CSI will beunconditionallyand irrevocably guaranteed by Cadbury Holdings and CSF. With respect to any Note, references to the“relevant Obligor(s)” are to the relevant Issuer and the Guarantors, if any, of such Note.

The Notes, the Receipts and the Coupons have the benefit of an Agency Agreement (such Agency Agreement asamended and/or supplemented and/or restated from time to time, the “Agency Agreement”) dated 24th June 2008,and made between Cadbury Holdings, CSF, CSI, The Bank of New York Mellon as issuing and principal paying agentand agent bank (the “Agent”, which expression shall include any successor agent), the other paying agents namedtherein (together with the Agent, the “Paying Agents”, which expression shall include any additional or successorpaying agents) and the Trustee.

Interest bearing definitive Notes (unless otherwise indicated in the applicable Final Terms) have interest coupons(“Coupons”) and, if indicated in the applicable Final Terms, talons for further Coupons (“Talons”) attached on issue.Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include areference to Talons or talons. Definitive Notes repayable in instalments have receipts (“Receipts”) for the payment ofthe instalments of principal (other than the final instalment) attached on issue. Global Notes do not have Receipts,Coupons or Talons attached on issue.

The Final Terms for this Note (or the relevant provisions thereof) are set out in Part A of the Final Terms attached to orendorsed on this Note which supplements these Terms and Conditions and may specify other terms and conditionswhich shall, to the extent so specified or to the extent inconsistent with these Terms and Conditions, replace or modifythese Terms and Conditions for the purposes of this Note. References to the “applicable Final Terms” are to Part A ofthe Final Terms (or the relevant provisions thereof) attached to or endorsed on this Note.

The Trustee acts for the benefit of the holders for the time being of the Notes (the “Noteholders”, which expressionshall, in relation to any Notes represented by a Global Note, be construed as provided below), the holders of theReceipts (the “Receiptholders”) and the holders of the Coupons (the “Couponholders”, which expression shall, unlessthe context otherwise requires, include the holders of the Talons), in accordance with the provisions of the Trust Deed.

As used herein, “Tranche” means Notes which are identical in all respects (including as to listing) and “Series” means aTranche of Notes together with any further Tranche or Tranches of Notes which are (i) expressed to be consolidated

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and form a single series and (ii) identical in all respects (including as to listing) except for their respective Issue Dates,Interest Commencement Dates and/or Issue Prices.

Copies of the Trust Deed and the Agency Agreement are available for inspection during normal business hours at theregistered office for the time being of the Trustee (being at the date hereof at Fifth Floor, 100 Wood Street, LondonEC2V 7EX) and at the specified office of each of the Paying Agents. Copies of the applicable Final Terms are availablefor viewing at the registered office of each of the Issuers at Cadbury House, Sanderson Road, Uxbridge, MiddlesexUB8 1DH and copies may be obtained from the specified office of the Agent at The Bank of New York Mellon,40th Floor, One Canada Square, London E14 5AL, save that, if this Note is neither admitted to trading on a regulatedmarket in the European Economic Area nor offered in the European Economic Area in circumstances where aprospectus is required to be published under the Prospectus Directive, the applicable Final Terms will only be availablefor inspection by a Noteholder holding one or more unlisted Notes of that Series and such Noteholder must produceevidence satisfactory to the Trustee or, as the case may be, the relevant Paying Agent as to its holding of such Notesand identity. The Noteholders, the Receiptholders and the Couponholders are deemed to have notice of, and areentitled to the benefit of, all the provisions of the Trust Deed, the Agency Agreement and the applicable Final Termswhich are applicable to them. The statements in these Terms and Conditions include summaries of, and are subject to,the detailed provisions of the Trust Deed and the Agency Agreement.

Words and expressions defined in the Trust Deed or the Agency Agreement or used in the applicable Final Terms shallhave the same meanings where used in these Terms and Conditions unless the context otherwise requires or unlessotherwise stated and provided that, in the event of inconsistency between the Trust Deed and the Agency Agreement,the Trust Deed will prevail and, in the event of inconsistency between the Agency Agreement or the Trust Deed and theapplicable Final Terms, the applicable Final Terms will prevail.

1. Form, Denomination and Title

The Notes are in bearer form and, in the case of definitive Notes, serially numbered, in the Specified Currency and theSpecified Denomination(s). Notes of one Specified Denomination may not be exchanged for Notes of anotherSpecified Denomination.

This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, a DualCurrency Interest Note or a combination of any of the foregoing, depending upon the Interest Basis shown in theapplicable Final Terms.

This Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Redemption Note, a PartlyPaid Note or a combination of any of the foregoing, depending on the Redemption/Payment Basis shown in theapplicable Final Terms.

Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references toCoupons, Talons and Couponholders in these Terms and Conditions are not applicable.

Subject as set out below, title to the Notes, Receipts and Coupons will pass by delivery. Each relevant Obligor, anyPaying Agent and the Trustee will (except as otherwise required by law) deem and treat the bearer of any Note, Receiptor Coupon as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership orwriting thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note,without prejudice to the provisions set out in the next succeeding paragraph.

For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear Bank S.A./N.V. as operatorof the Euroclear System (“Euroclear”) and/or Clearstream Banking, société anonyme (“Clearstream, Luxembourg”),each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records ofEuroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regardany certificate or other document issued by Euroclear or Clearstream, Luxembourg including any form of statement orprint out of electronic records provided by the relevant clearing system in accordance with its usual procedures and inwhich the holder of a particular nominal amount of the Notes is clearly identified together with the amount of suchholding or any other letter of confirmation form of recent information and/or certification made by either of them shall beconclusive and binding for all purposes save in the case of manifest error) shall be treated by each relevant Obligor, thePaying Agents and the Trustee as the holder of such nominal amount of such Notes for all purposes other than withrespect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer ofthe relevant Global Note shall be treated by each relevant Obligor, the Paying Agents and the Trustee as the holder ofsuch nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note and theexpressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly.

Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures ofEuroclear and Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream,

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Luxembourg shall, whenever the context so permits, except in relation to Notes in NGN form, be deemed to include areference to any successor operator and/or successor clearing system and/or any additional or alternative clearingsystem authorised to maintain accounts therein, specified in the applicable Final Terms and/or approved by therelevant Issuer, the Agent and the Trustee.

2. Status of the Notes

The Notes and any relative Receipts and Coupons are direct, unconditional, unsubordinated and (subject to theprovisions of Condition 4) unsecured obligations of the relevant Issuer and (subject as aforesaid) rank pari passuwithout any preference among themselves and equally with all other outstanding unsecured and unsubordinatedobligations of the relevant Issuer (save for certain obligations required to be preferred by law).

3. The Guarantee

The payment of principal and interest in respect of all Notes, Receipts and Coupons issued by CSF and all othermoneys payable by CSF under or pursuant to the Trust Deed has been unconditionally and irrevocably guaranteed byCadbury Holdings and CSI in the Trust Deed and the payment of principal and interest in respect of all Notes, Receiptsand Coupons issued by CSI and all other moneys payable by CSI under or pursuant to the Trust Deed has beenunconditionally and irrevocably guaranteed by Cadbury Holdings and CSF in the Trust Deed (together, the “Guar-antees”). The obligations of Cadbury Holdings and CSI (if the relevant Issuer is CSF) or Cadbury Holdings and CSF (ifthe relevant Issuer is CSI) under the Guarantees are direct, unconditional, unsubordinated and (subject to theprovisions of Condition 4) unsecured obligations of such company and subject as aforesaid rank equally with all otherunsecured and unsubordinated obligations of each such company (save for certain obligations required to bepreferred by law).

4. Negative Pledge

So long as any of the Notes remains outstanding (as defined in the Trust Deed), no relevant Obligor will (except asotherwise required by law or a court of competent jurisdiction) create or permit to subsist any Security upon, or withrespect to, any of its present or future assets or revenues to secure any existing or future Relevant Indebtedness of anyperson (or to secure any guarantee given by any relevant Obligor of any Relevant Indebtedness of any person), unlesssuch Obligor shall, simultaneously with, or prior to, the creation of such Security, take any and all action necessary toprocure that all amounts payable by any relevant Obligor under the Notes, the Coupons and the Trust Deed aresecured equally and rateably therewith by such Security in the same manner or in a manner satisfactory to the Trusteeor that such other Security is provided as the Trustee shall, in its absolute discretion, deem not materially lessbeneficial to the Noteholders or as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) ofthe Noteholders.

The foregoing shall not apply to:

(i) any Security created by any relevant Obligor after the date of issue of the Notes in substitution for any Securitycreated by a company which becomes a Subsidiary (as defined in the Trust Deed) of such Obligor after the dateof issue of the Notes (if such last-mentioned Security shall have been created prior to the date of, and not incontemplation of, such company becoming a Subsidiary of such Obligor) the value of which does not materiallyexceed the then current value of the Security for which it is being substituted;

(ii) any Security created by any relevant Obligor (whether prior to, simultaneously with or following the issue of theRelevant Indebtedness) upon an amount of assets with a value not exceeding the amount of the proceeds or theanticipated proceeds of, or upon the proceeds (or any part or parts of the proceeds) of, or upon any assets,returns, revenues or other benefits acquired or to be acquired with, or relating to, the proceeds (or any part orparts of the proceeds) of, any such Relevant Indebtedness; and

(iii) any Security relating to any loan or other indebtedness which does not wholly come within the definition ofRelevant Indebtedness set out below.

“Relevant Indebtedness” means any loan or other indebtedness which:

(a) has an initial maturity of over 12 months;

(b) is in the form of, or represented by, any bonds, notes, loan stock or other securities issued otherwise than toconstitute or represent advances made by banks and/or other lending institutions;

(c) is denominated or payable (whether compulsorily or at the option of the holder) in any currency other than thecurrency of the country in which the issuer has its principal place of business or is denominated in the currency ofthe country in which the issuer has its principal place of business but is initially placed or offered for subscription

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or sale by or on behalf of, or by agreement with, the issuer as to more than 50 per cent. to persons residentoutside such country and where any bonds, notes or other securities are agreed to be issued to any person(wherever resident) with a view to their being offered as to more than 50 per cent. to persons resident outside anycountry of the currency in which they are denominated or payable, they shall be deemed to have been so offeredby or on behalf of the issuer; and

(d) at the time of its initial distribution is, or is intended by the issuer to become, quoted or listed on any stockexchange, over-the-counter market or other securities market,

and, subject always as provided above, “Security” means any mortgage, pledge or charge (other than arising byoperation of law) upon the whole or any part of the undertaking or assets, present or future (including anyuncalled capital), of the grantor.

5. Interest

(a) Interest on Fixed Rate Notes

Each Fixed Rate Note bears interest from (and including) the Interest Commencement Date at the rate(s) per annumequal to the Rate(s) of Interest. Interest will be payable in arrear on the Interest Payment Date(s) in each year up to(and including) the Maturity Date.

If the Notes are in definitive form, except as provided in the applicable Final Terms, the amount of interest payable oneach Interest Payment Date in respect of the Fixed Interest Period ending on (but excluding) such date will amount tothe Fixed Coupon Amount. Payments of interest on any Interest Payment Date will, if so specified in the applicableFinal Terms, amount to the Broken Amount so specified.

As used in these Terms and Conditions, “Fixed Interest Period” means the period from (and including) an InterestPayment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date.

Except in the case of Notes in definitive form where an applicable Fixed Coupon Amount or Broken Amount is specifiedin the applicable Final Terms, interest shall be calculated in respect of any period by applying the Rate of Interest to:

(A) in the case of Fixed Rate Notes which are represented by a Global Note, the aggregate outstanding nominalamount of the Fixed Rate Notes represented by such Global Note (or, if they are Partly Paid Notes, the aggregateamount paid up); or

(B) in the case of Fixed Rate Notes in definitive form, the Calculation Amount;

and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to thenearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise inaccordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitiveform is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall bethe product of the amount (determined in the manner provided above) for the Calculation Amount and the amount bywhich the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding.

“Day Count Fraction” means in respect of the calculation of an amount of interest in accordance with this Condition5(a):

(i) if “Actual/Actual (ICMA)” is specified in the applicable Final Terms:

(a) in the case of Notes where the number of days in the relevant period from (and including) the most recentInterest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevantpayment date (the “Accrual Period”) is equal to or shorter than the Determination Period during which theAccrual Period ends, the number of days in such Accrual Period divided by the product of (1) the number ofdays in such Determination Period and (2) the number of Determination Dates (as specified in theapplicable Final Terms) that would occur in one calendar year; or

(b) in the case of Notes where the Accrual Period is longer than the Determination Period during which theAccrual Period ends, the sum of:

(1) the number of days in such Accrual Period falling in the Determination Period in which the AccrualPeriod begins divided by the product of (x) the number of days in such Determination Period and(y) the number of Determination Dates that would occur in one calendar year; and

(2) the number of days in such Accrual Period falling in the next Determination Period divided by theproduct of (x) the number of days in such Determination Period and (y) the number of DeterminationDates that would occur in one calendar year; and

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(ii) if “30/360” is specified in the applicable Final Terms, the number of days in the period from (and including) themost recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevantpayment date (such number of days being calculated on the basis of a year of 360 days with 12 30-day months)divided by 360.

In these Terms and Conditions:

“Determination Period” means the period from (and including) a Determination Date to (but excluding) the nextDetermination Date (including, where either the Interest Commencement Date or the final Interest Payment Date isnot a Determination Date, the period commencing on the first Determination Date prior to, and ending on the firstDetermination Date falling after, such date); and

“sub-unit” means, with respect to any currency other than euro, the lowest amount of such currency that is available aslegal tender in the country of such currency and, with respect to euro, means one cent.

(b) Interest on Floating Rate Notes and Index Linked Interest Notes

(i) Interest Payment Dates

Each Floating Rate Note and Index Linked Interest Note bears interest from (and including) the Interest Commence-ment Date and such interest will be payable in arrear on either:

(A) the Specified Interest Payment Date(s) in each year specified in the applicable Final Terms; or

(B) if no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms, each date (each suchdate, together with each Specified Interest Payment Date, an “Interest Payment Date”) which falls the number ofmonths or other period specified as the Specified Period in the applicable Final Terms after the precedingInterest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date.

Such interest will be payable in respect of each Interest Period (which expression shall, in these Terms and Conditions,mean the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (butexcluding) the next (or first) Interest Payment Date).

If a Business Day Convention is specified in the applicable Final Terms and (x) if there is no numerically correspondingday in the calendar month in which an Interest Payment Date should occur or (y) if any Interest Payment Date wouldotherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is:

(1) in any case where Specified Periods are specified in accordance with Condition 5(b)(i)(B) above, the FloatingRate Convention, such Interest Payment Date (i) in the case of (x) above, shall be the last day that is a BusinessDay in the relevant month and the provisions of (B) below shall apply mutatis mutandis or (ii) in the case of(y) above, shall be postponed to the next day which is a Business Day unless it would thereby fall into the nextcalendar month, in which event (A) such Interest Payment Date shall be brought forward to the immediatelypreceding Business Day and (B) each subsequent Interest Payment Date shall be the last Business Day in themonth which falls the Specified Period after the preceding applicable Interest Payment Date occurred; or

(2) the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which isa Business Day; or

(3) the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next daywhich is a Business Day unless it would thereby fall into the next calendar month, in which event such InterestPayment Date shall be brought forward to the immediately preceding Business Day; or

(4) the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the imme-diately preceding Business Day.

In this Condition, “Business Day” means a day which is both:

(A) a day on which commercial banks and foreign exchange markets settle payments in London and any AdditionalBusiness Centre specified in the applicable Final Terms; and

(B) either (1) in relation to any sum payable in a Specified Currency other than euro, a day on which commercialbanks and foreign exchange markets settle payments in the principal financial centre of the country of therelevant Specified Currency (if other than London and any Additional Business Centre and which, if the SpecifiedCurrency is New Zealand dollars, shall be Auckland) or (2) in relation to any sum payable in euro, a day on whichthe TARGET 2 System is open. In these Terms and Conditions, “TARGET 2 system” means the Trans-EuropeanAutomated Real-Time Gross Settlement Express Transfer (TARGET 2) System.

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(ii) Rate of Interest

The Rate of Interest payable from time to time in respect of Floating Rate Notes and Index Linked Interest Notes will bedetermined in the manner specified in the applicable Final Terms.

(A) ISDA Determination for Floating Rate Notes

Where ISDA Determination is specified in the applicable Final Terms as the manner in which the Rate of Interestis to be determined, the Rate of Interest for each Interest Period will be the relevant ISDA Rate plus or minus (asindicated in the applicable Final Terms) the Margin (if any). For the purposes of this sub-paragraph (A), “ISDARate” for an Interest Period means a rate equal to the Floating Rate that would be determined by the Agent underan interest rate swap transaction if the Agent were acting as Calculation Agent for that swap transaction underthe terms of an agreement incorporating the 2006 ISDA Definitions as published by the International Swaps andDerivatives Association, Inc. and as amended and updated as at the Issue Date of the first Tranche of the Notes(the “ISDA Definitions”) and under which:

(1) the Floating Rate Option is as specified in the applicable Final Terms;

(2) the Designated Maturity is a period specified in the applicable Final Terms; and

(3) the relevant Reset Date is either (i) if the applicable Floating Rate Option is based on the London inter-bankoffered rate (“LIBOR”) or on the Euro-zone interbankoffered rate (“EURIBOR”), the first day of that InterestPeriod or (ii) in any other case, as specified in the applicable Final Terms.

For the purposes of this sub-paragraph (A), “Floating Rate”, “Calculation Agent”, “Floating Rate Option”,“Designated Maturity” and “Reset Date” have the meanings given to those terms in the ISDA Definitions.

(B) Screen Rate Determination for Floating Rate Notes

Where Screen Rate Determination is specified in the applicable Final Terms as the manner in which the Rate ofInterest is to be determined, the Rate of Interest for each Interest Period will, subject as provided below, beeither:

(1) the offered quotation; or

(2) the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being roundedupwards) of the offered quotations,

(expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case maybe, on the Relevant Screen Page as at 11.00 a.m. (London time, in the case of LIBOR, or Brussels time, in thecase of EURIBOR) on the Interest Determination Date in question plus or minus (as indicated in the applicableFinal Terms) the Margin (if any), all as determined by the Agent. If five or more of such offered quotations areavailable on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one onlyof such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of suchquotations) shall be disregarded by the Agent for the purpose of determining the arithmetic mean (rounded asprovided above) of such offered quotations.

The Agency Agreement contains provisions for determining the Rate of Interest in the event that the RelevantScreen Page is not available or if, in the case of (1) above, no such offered quotation appears or, in the case of(2) above, fewer than three such offered quotations appear, in each case as at the time specified in the precedingparagraph.

If the Reference Rate from time to time in respect of Floating Rate Notes is specified in the applicable Final Termsas being other than LIBOR or EURIBOR, the Rate of Interest in respect of such Notes will be determined asprovided in the applicable Final Terms.

(iii) Minimum Rate of Interest and/or Maximum Rate of Interest

If the applicable Final Terms specifies a Minimum Rate of Interest for any Interest Period, then, in the event that theRate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (ii) aboveis less than such Minimum Rate of Interest, the Rate of Interest for such Interest Period shall be such Minimum Rate ofInterest.

If the applicable Final Terms specifies a Maximum Rate of Interest for any Interest Period, then, in the event that theRate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (ii) aboveis greater than such Maximum Rate of Interest, the Rate of Interest for such Interest Period shall be such MaximumRate of Interest.

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(iv) Determination of Rate of Interest and Calculation of Interest Amounts

The Agent, in the case of Floating Rate Notes, and the Calculation Agent, in the case of Index Linked Interest Notes,will at or as soon as practicable after each time at which the Rate of Interest is to be determined, determine the Rate ofInterest for the relevant Interest Period. In the case of Index Linked Interest Notes, the Calculation Agent will notify theAgent of the Rate of Interest for the relevant Interest Period as soon as practicable after calculating the same.

The Agent will calculate the amount of interest (the “Interest Amount”) payable on the Floating Rate Notes or IndexLinked Interest Notes for the relevant Interest Period by applying the Rate of Interest to:

(A) in the case of Floating Rate Notes or Index Linked Interest Notes which are represented by a Global Note, theaggregate outstanding nominal amount of the Notes represented by such Global Note (or, if they are Partly PaidNotes, the aggregate amount paid up); or

(B) in the case of Floating Rate Notes or Index Linked Interest Notes in definitive form, the Calculation Amount;

and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to thenearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise inaccordance with applicable market convention. Where the Specified Denomination of a Floating Rate Note or an IndexLinked Interest Note in definitive form is a multiple of the Calculation Amount, the Interest Amount payable in respect ofsuch Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amountand the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any furtherrounding.

“Day Count Fraction” means, in respect of the calculation of an amount of interest in accordance with this Condition5(b):

(A) if “Actual/Actual (ISDA)” or “Actual/Actual” is specified in the applicable Final Terms, the actual number of days inthe Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (A) theactual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (B) the actualnumber of days in that portion of the Interest Period falling in a non-leap year divided by 365);

(B) if “Actual/365 (Fixed)” is specified in the applicable Final Terms, the actual number of days in the Interest Perioddivided by 365;

(C) if “Actual/365 (Sterling)” is specified in the applicable Final Terms, the actual number of days in the InterestPeriod divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;

(D) if “Actual/360” is specified in the applicable Final Terms, the actual number of days in the Interest Period dividedby 360;

(E) if “30/360”, “360/360” or “Bond Basis” is specified in the applicable Final Terms, the number of days in the InterestPeriod divided by 360, calculated on a formula basis as follows:

Day Count Fraction =

[360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)

360

where:

“Y1” is the year, expressed as a number, in which the first day of the Interest Period falls;

“Y2” is the year, expressed as a number, in which the day immediately following the last day of the Interest Periodfalls;

“M1” is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately following the last day of theInterest Period falls;

“D1” is the first calendar day, expressed as a number, of the Interest Period, unless such number is 31, in whichcase D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last day included in the InterestPeriod, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30;

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(F) if “30E/360” or “Eurobond Basis” is specified in the applicable Final Terms, the number of days in the InterestPeriod divided by 360, calculated on a formula basis as follows:

Day Count Fraction =

[360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)

360

where:

“Y1” is the year, expressed as a number, in which the first day of the Interest Period falls;

“Y2” is the year, expressed as a number, in which the day immediately following the last day of the Interest Periodfalls;

“M1” is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately following the last day of theInterest Period falls;

“D1” is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, inwhich case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last day included in the InterestPeriod, unless such number would be 31, in which case D2 will be 30; and

(G) if “30E/360 (ISDA)” is specified in the applicable Final Terms, the number of days in the Interest Period divided by360, calculated on a formula basis as follows:

Day Count Fraction =

[360 x (Y2 - Y1] + [30 x (M2 - M1)] + (D2 - D1)

360

where:

“Y1” is the year, expressed as a number, in which the first day of the Interest Period falls;

“Y2” is the year, expressed as a number, in which the day immediately following the last day of the Interest Periodfalls;

“M1” is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately following the last day of theInterest Period falls;

“D1” is the first calendar day, expressed as a number, of the Interest Period, unless (i) that day is the last day ofFebruary or (ii) such number would be 31, in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last day included in the InterestPeriod, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, inwhich case D2 will be 30.

(v) Notification of Rate of Interest and Interest Amounts

The Agent will cause the Rate of Interest and each Interest Amount for each Interest Period and the relevant InterestPayment Date to be notified to the relevant Issuer and any stock exchange or other relevant authority on which therelevant Floating Rate Notes or Index Linked Interest Notes are for the time being listed or by which they have beenadmitted to listing and notice thereof to be published in accordance with Condition 14 as soon as possible after theirdetermination but in no event later than the fourth London Business Day thereafter. Each Interest Amount and InterestPayment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way ofadjustment) without prior notice in the event of an extension or shortening of the Interest Period. Any such amendmentwill be promptly notified to each stock exchange or other relevant authority on which the relevant Floating Rate Notesor Index Linked Interest Notes are for the time being listed or by which they have been admitted to listing and to theNoteholders in accordance with Condition 14. For the purposes of this paragraph, the expression “London BusinessDay” means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open forgeneral business in London.

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(vi) Determination or Calculation by Trustee

If for any reason at any relevant time the Agent or, as the case may be, the Calculation Agent defaults in its obligation todetermine the Rate of Interest or the Agent defaults in its obligation to calculate any Interest Amount in accordancewith sub-paragraph (ii)(A) or (B) above or as otherwise specified in the applicable Final Terms, as the case may be, andin each case in accordance with paragraph (iv) above, the Trustee shall determine the Rate of Interest at such rate as,in its absolute discretion (having such regard as it shall think fit to the foregoing provisions of this Condition, but subjectalways to any Minimum Rate of Interest or Maximum Rate of Interest specified in the applicable Final Terms), it shalldeem fair and reasonable in all the circumstances or, as the case may be, the Trustee shall calculate the InterestAmount(s) in such manner as it shall deem fair and reasonable in all the circumstances and each such determinationor calculation shall be deemed to have been made by the Agent or the Calculation Agent, as applicable.

(vii) Certificates to be final

All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed,made or obtained for the purposes of the provisions of this Condition 5(b), whether by the Agent or, if applicable, theCalculation Agent or the Trustee, shall (in the absence of wilful default, bad faith or manifest error) be binding on eachrelevant Obligor, the Agent, the Calculation Agent (if applicable), the other Paying Agents and all Noteholders,Receiptholders and Couponholders and (in the absence as aforesaid) no liability to each relevant Obligor, theNoteholders, the Receiptholders or the Couponholders shall attach to the Agent or, if applicable, the Calculation Agentor the Trustee in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant tosuch provisions.

(c) Interest on Dual Currency Notes

The rate or amount of interest payable in respect of Dual Currency Interest Notes shall be determined in the mannerspecified in the applicable Final Terms.

(d) Interest on Partly Paid Notes

In the case of Partly Paid Notes (other than Partly Paid Notes which are Zero Coupon Notes), interest will accrue asaforesaid on the paid-up nominal amount of such Notes and otherwise as specified in the applicable Final Terms.

(e) Accrual of interest

Each Note (or in the case of the redemption of part only of a Note, that part only of such Note) will cease to bear interest(if any) from the date for its redemption unless, upon due presentation thereof, payment of principal is improperlywithheld or refused. In such event, interest will continue to accrue as provided in the Trust Deed.

6. Payments

(a) Method of payment

Subject as provided below:

(i) payments in a Specified Currency other than euro will be made by credit or transfer to an account in the relevantSpecified Currency maintained by the payee with, or, at the option of the payee, by a cheque in such SpecifiedCurrency drawn on, a bank in the principal financial centre of the country of such Specified Currency (which, ifthe Specified Currency is New Zealand dollars, shall be Auckland); and

(ii) payments in euro will be made by credit or transfer to a euro account (or any other account to which euro may becredited or transferred) specified by the payee or, at the option of the payee, by a euro cheque.

Payments will be subject in all cases to any fiscal or other laws and regulations applicable thereto in the place ofpayment, but without prejudice to the provisions of Condition 8.

(b) Presentation of definitive Notes, Receipts and Coupons

Payments of principal in respect of definitive Notes will (subject as provided below) be made in the manner provided inparagraph (a) above only against presentation and surrender (or, in the case of part payment of any sum due,endorsement) of definitive Notes, and payments of interest in respect of definitive Notes will (subject as providedbelow) be made as aforesaid only against presentation and surrender (or, in the case of part payment of any sum due,endorsement) of Coupons, in each case at the specified office of any Paying Agent outside the United States (whichexpression, as used herein, means the United States of America (including the States and the District of Columbia, itsterritories, its possessions and other areas subject to its jurisdiction)).

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Payments of instalments of principal (if any) in respect of definitive Notes, other than the final instalment, will (subjectas provided below) be made in the manner provided in paragraph (a) above against presentation and surrender (or, inthe case of part payment of any sum due, endorsement) of the relevant Receipt in accordance with the precedingparagraph. Payment of the final instalment will be made in the manner provided in paragraph (a) above only againstpresentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Note inaccordance with the preceding paragraph. Each Receipt must be presented for payment of the relevant instalmenttogether with the definitive Note to which it appertains. Receipts presented without the definitive Note to which theyappertain do not constitute valid obligations of the relevant Issuer. Upon the date on which any definitive Note becomesdue and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and nopayment shall be made in respect thereof.

Fixed Rate Notes in definitive form (other than Dual Currency Notes, Index Linked Notes or Long Maturity Notes (asdefined below)) should be presented for payment together with all unmatured Coupons appertaining thereto (whichexpression shall for this purpose include Coupons falling to be issued on exchange of matured Talons), failing whichthe amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion ofthe amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from thesum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above againstsurrender of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date (as definedin Condition 8) in respect of such principal (whether or not such Coupon would otherwise have become void underCondition 9) or, if later, five years from the date on which such Coupon would otherwise have become due, but in noevent thereafter.

Upon any Fixed Rate Note in definitive form becoming due and repayable prior to its Maturity Date, all unmaturedTalons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof.

Upon the date on which any Floating Rate Note, Dual Currency Note, Index Linked Note or Long Maturity Note indefinitive form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or notattached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made inrespect thereof. A “Long Maturity Note” is a Fixed Rate Note (other than a Fixed Rate Note which on issue had a Talonattached) whose nominal amount on issue is less than the aggregate interest payable thereon provided that such Noteshall cease to be a Long Maturity Note on the Interest Payment Date on which the aggregate amount of interestremaining to be paid after that date is less than the nominal amount of such Note.

If the due date for redemption of any definitive Note is not an Interest Payment Date, interest (if any) accrued in respectof such Note from (and including) the preceding Interest Payment Date or, as the case may be, the InterestCommencement Date shall be payable only against surrender of the relevant definitive Note.

(c) Payments in respect of Global Notes

Payments of principal and interest (if any) in respect of Notes represented by any Global Note will (subject as providedbelow) be made in the manner specified above in relation to definitive Notes and otherwise in the manner specified inthe relevant Global Note against presentation or surrender, as the case may be, of such Global Note at the specifiedoffice of any Paying Agent outside the United States. A record of each payment made against presentation orsurrender of any Global Note, distinguishing between any payment of principal and any payment of interest, will bemade on such Global Note by the Paying Agent to which it is presented and such record shall be prima facie evidencethat the payment in question has been made.

(d) General provisions applicable to payments

The holder of a Global Note shall be the only person entitled to receive payments in respect of Notes represented bysuch Global Note and each relevant Obligor will be discharged by payment to, or to the order of, the holder of suchGlobal Note in respect of each amount so paid. Each of the persons shown in the records of Euroclear or Clearstream,Luxembourg as the beneficial holder of a particular nominal amount of Notes represented by such Global Note mustlook solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his share of each payment so made byeach relevant Obligor to, or to the order of, the holder of such Global Note.

Notwithstanding the foregoing provisions of this Condition, if any amount of principal and/or interest in respect of Notesis payable in U.S. dollars, such U.S. dollar payments of principal and/ or interest in respect of such Notes will be made atthe specified office of a Paying Agent in the United States if:

(i) the relevant Issuer has appointed Paying Agents with specified offices outside the United States with thereasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified

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offices outside the United States of the full amount of principal and interest on the Notes in the manner providedabove when due;

(ii) payment of the full amount of such principal and interest at all such specified offices outside the United States isillegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt ofprincipal and interest in U.S. dollars; and

(iii) such payment is then permitted under United States law without involving, in the opinion of each relevant Obligor,adverse tax consequences to any such Obligor (including, for the avoidance of doubt, any withholding ordeduction for or on account of U.S. tax in respect of such payment).

(e) Payment Day

If the date for payment of any amount in respect of any Note, Receipt or Coupon is not a Payment Day, the holderthereof shall not be entitled to payment until the next following Payment Day in the relevant place and shall not beentitled to further interest or other payment in respect of such delay. For these purposes, “Payment Day” means anyday which (subject to Condition 9) is:

(i) a day on which commercial banks and foreign exchange markets settle payments in:

(A) the relevant place of presentation;

(B) London;

(C) any Additional Financial Centre specified in the applicable Final Terms; and

(ii) either (1) in relation to any sum payable in a Specified Currency other than euro, a day on which commercialbanks and foreign exchange markets settle payments in the principal financial centre of the country of therelevant Specified Currency (if other than the place of presentation, London and any Additional Financial Centreand which, if the Specified Currency is New Zealand dollars, shall be Auckland) or (2) in relation to any sumpayable in euro, a day on which the TARGET 2 System is open.

(f) Interpretation of principal and interest

Any reference in these Terms and Conditions to principal in respect of the Notes shall be deemed to include, asapplicable:

(i) any additional amounts which may be payable with respect to principal under Condition 8 or under anyundertaking or covenant given in addition thereto, or in substitution therefor, pursuant to the Trust Deed;

(ii) the Final Redemption Amount of the Notes;

(iii) the Early Redemption Amount of the Notes;

(iv) the Optional Redemption Amount(s) (if any) of the Notes;

(v) in relation to Notes redeemable in instalments, the Instalment Amounts;

(vi) in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in Condition 7(e)); and

(vii) any premium and any other amounts (other than interest) which may be payable by the relevant Issuer under orin respect of the Notes.

Any reference in these Terms and Conditions to interest in respect of the Notes shall be deemed to include, asapplicable, any additional amounts which may be payable with respect to interest under Condition 8 or under anyundertaking or covenant given in addition thereto, or in substitution therefor, pursuant to the Trust Deed.

7. Redemption and Purchase

(a) Redemption at maturity

Unless previously redeemed or purchased and cancelled as specified below, each Note (including each Index LinkedRedemption Note and Dual Currency Redemption Note) will be redeemed by the relevant Issuer at its FinalRedemption Amount specified in, or determined in the manner specified in, the applicable Final Terms in the relevantSpecified Currency on the Maturity Date.

(b) Redemption for tax reasons

The Notes may be redeemed at the option of the relevant Issuer in whole, but not in part, at any time (if this Note isneither a Floating Rate Note nor an Index Linked Interest Note) or on any Interest Payment Date (if this Note is either aFloating Rate Note or an Index Linked Interest Note), on giving not less than 30 nor more than 60 days’ notice to the

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Trustee and the Agent and, in accordance with Condition 14, the Noteholders (which notice shall be irrevocable), if theIssuer satisfies the Trustee immediately before the giving of such notice that:

(i) on the occasion of the next payment due under the Notes, the relevant Issuer has or will become obliged to payadditional amounts as provided or referred to in Condition 8 or any other Obligor in respect of such Note would beunable for reasons outside its control to procure payment by the relevant Issuer and in making payment itselfwould be required to pay such additional amounts, in each case as a result of any change in, or amendment to orinterpretation of, the laws, published practice or regulations of a Tax Jurisdiction (as defined in Condition 8), orany change in the application or interpretation of such laws or regulations, which change or amendmentbecomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes; and

(ii) such obligation cannot be avoided by any relevant Obligor taking reasonable measures available to it,

provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which anyrelevant Obligor would be obliged to pay such additional amounts were a payment in respect of the Notes then due.

Prior to the publication of any notice of redemption pursuant to this Condition, the relevant Issuer shall deliver to theTrustee a certificate signed by two Directors of the relevant Issuer stating that the relevant Issuer is entitled to effectsuch redemption and setting forth a statement of facts showing that the conditions precedent to the right of the relevantIssuer so to redeem have occurred, and an opinion in a form satisfactory to the Trustee of independent legal advisersof recognised standing to the effect that any relevant Obligor has or will become obliged to pay such additionalamounts as a result of such change or amendment.

A relevant Obligor which is not the relevant Issuer in any case shall be entitled to require the relevant Issuer to exercisethe Issuer’s rights under this Condition 7(b).

Notes redeemed pursuant to this Condition 7(b) will be redeemed at their Early Redemption Amount referred to inparagraph (e) below together (if appropriate) with interest accrued to (but excluding) the date of redemption.

(c) Redemption at the option of the relevant Issuer (Issuer Call)

If Issuer Call is specified in the applicable Final Terms, the relevant Issuer may, having given:

(i) not less than 15 nor more than 30 days’ notice to the Noteholders in accordance with Condition 14; and

(ii) not less than 15 days before the giving of the notice referred to in (i), notice to the Trustee and the Agent;

(which notices shall be irrevocable and shall specify the date fixed for redemption), redeem all or some only of theNotes then outstanding on any Optional Redemption Date and at the Optional Redemption Amount(s) specified in, ordetermined in the manner specified in, the applicable Final Terms together, if appropriate, with interest accrued to (butexcluding) the relevant Optional Redemption Date. Any such redemption must be of a nominal amount not less thanthe Minimum Redemption Amount or not more than a Higher Redemption Amount in each case as may be specified inthe applicable Final Terms. In the case of a partial redemption of Notes, the Notes to be redeemed (“RedeemedNotes”) will be selected individually by lot, in the case of Redeemed Notes represented by definitive Notes, and inaccordance with the rules of Euroclear and/or Clearstream, Luxembourg, in the case of Redeemed Notes representedby a Global Note, not more than 30 days prior to the date fixed for redemption (such date of selection being hereinaftercalled the “Selection Date”). In the case of Redeemed Notes represented by definitive Notes, a list of the serialnumbers of such Redeemed Notes will be published in accordance with Condition 14 not less than 15 days prior to thedate fixed for redemption. No exchange of the relevant Global Note will be permitted during the period from (andincluding) the Selection Date to (and including) the date fixed for redemption pursuant to this paragraph (c) and noticeto that effect shall be given by the relevant Issuer to the Noteholders in accordance with Condition 14 at least five daysprior to the Selection Date.

(d) Redemption at the option of the Noteholders (Investor Put)

If Investor Put is specified in the applicable Final Terms, upon the holder of any Note giving to the relevant Issuer inaccordance with Condition 14 not less than 15 nor more than 30 days’ notice the relevant Issuer will, upon the expiry ofsuch notice, redeem, subject to, and in accordance with, the terms specified in the applicable Final Terms, in whole(but not in part), such Note on the Optional Redemption Date and at the Optional Redemption Amount together, ifappropriate, with interest accrued to (but excluding) the Optional Redemption Date. It may be that before an InvestorPut can be exercised, certain conditions and/or circumstances will need to be satisfied. Where relevant, the provisionswill be set out in the applicable Final Terms.

To exercise the right to require redemption of this Note the holder of this Note must, if this Note is in definitive form andheld outside Euroclear and Clearstream, Luxembourg, deliver, at the specified office of any Paying Agent at any time

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during normal business hours of such Paying Agent falling within the notice period, a duly completed and signed noticeof exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent (a “PutNotice”) and in which the holder must specify a bank account (or, if payment is required to be made by cheque, anaddress) to which payment is to be made under this Condition accompanied by, this Note or evidence satisfactory tothe Paying Agent concerned that this Note will, following delivery of the Put Notice, be held to its order or under itscontrol. If this Note is represented by a Global Note or is in definitive form and held through Euroclear or Clearstream,Luxembourg, to exercise the right to require redemption of this Note the holder of this Note must, within the noticeperiod, give notice to the Agent of such exercise in accordance with the standard procedures of Euroclear andClearstream, Luxembourg (which may include notice being given on his instruction by Euroclear or Clearstream,Luxembourg or any common depositary or common safekeeper, as the case may be, for them to the Agent byelectronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time to time and, if this Note isrepresented by a Global Note, at the same time present or procure the presentation of the relevant Global Note to theAgent for notation accordingly.

(e) Early Redemption Amounts

For the purpose of paragraph (b) above and Condition 10, each Note will be redeemed at its Early Redemption Amountcalculated as follows:

(i) in the case of a Note with a Final Redemption Amount equal to the Issue Price, at the Final Redemption Amountthereof;

(ii) in the case of a Note (other than a Zero Coupon Note but including an Instalment Note and Partly Paid Note) witha Final Redemption Amount which is or may be less or greater than the Issue Price or which is payable in aSpecified Currency other than that in which the Notes are denominated, at the amount specified in, ordetermined in the manner specified in, the applicable Final Terms or, if no such amount or manner is sospecified in the applicable Final Terms, at its nominal amount; or

(iii) in the case of a Zero Coupon Note, at an amount (the “Amortised Face Amount”) calculated in accordance withthe following formula:

Early Redemption Amount = RP 6 (1 + AY)y

where:

“RP” means the Reference Price;

“AY” means the Accrual Yield expressed as a decimal; and

“y” is a fraction the numerator of which is equal to the number of days (calculated on the basis of a 360-dayyear consisting of 12 months of 30 days each) from (and including) the Issue Date of the first Tranche ofthe Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon whichsuch Note becomes due and repayable and the denominator of which is 360,

or on such other calculation basis as may be specified in the applicable Final Terms.

(f) Instalments

Instalment Notes will be redeemed in the Instalment Amounts and on the Instalment Dates. In the case of earlyredemption, the Early Redemption Amount will be determined pursuant to paragraph (e) above.

(g) Partly Paid Notes

Partly Paid Notes will be redeemed, whether at maturity, early redemption or otherwise, in accordance with theprovisions of this Condition and the applicable Final Terms.

(h) Purchases

Cadbury plc, Cadbury Holdings or any Subsidiary of Cadbury Holdings may at any time purchase Notes (providedthat, in the case of definitive Notes, all unmatured Receipts, Coupons and Talons appertaining thereto are purchasedtherewith) at any price in the open market or otherwise. Such Notes may be held, reissued, resold or, at the option ofany relevant Obligor or relevant Subsidiary of Cadbury Holdings, surrendered to any Paying Agent for cancellation.

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(i) Cancellation

All Notes which are redeemed will forthwith be cancelled (together with all unmatured Receipts, Coupons and Talonsattached thereto or surrendered therewith at the time of redemption). All Notes so cancelled and Notes purchased andcancelled pursuant to paragraph (h) above (together with all unmatured Receipts, Coupons and Talons cancelledtherewith) shall be forwarded to the Agent and cannot be reissued or resold.

(j) Late payment on Zero Coupon Notes

If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuant toparagraph (a), (b), (c) or (d) above or upon its becoming due and repayable as provided in Condition 10 is improperlywithheld or refused, the amount due and repayable in respect of such Zero Coupon Note shall be the amountcalculated as provided in paragraph (e)(iii) above as though the references therein to the date fixed for the redemptionor the date upon which such Zero Coupon Note becomes due and payable were replaced by references to the datewhich is the earlier of:

(i) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and

(ii) five days after the date on which the full amount of the moneys payable in respect of such Zero Coupon Noteshas been received by the Agent or the Trustee and notice to that effect has been given to the Noteholders inaccordance with Condition 14.

8. Taxation

All payments of principal and interest in respect of the Notes, Receipts and Coupons by each relevant Obligor will bemade without withholding or deduction for or on account of any present or future taxes or duties of whatever natureimposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. Insuch event, each relevant Obligor will pay such additional amounts as shall be necessary in order that the net amountsreceived by the holders of the Notes, Receipts or Coupons after such withholding or deduction shall equal therespective amounts of principal and interest which would otherwise have been receivable in respect of the Notes,Receipts or Coupons, as the case may be, in the absence of such requirement to make such withholding or deduction;except that no such additional amounts shall be payable with respect to any Note, Receipt or Coupon presented forpayment:

(i) by or on behalf of a holder who is liable for such taxes or duties in respect of such Note, Receipt or Coupon byreason of his having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receiptor Coupon; or

(ii) by or on behalf of a holder who would have been able to avoid such withholding or deduction (i) by presenting anyform or certificate or (ii) by making a declaration of non-residence or other similar claim for exemption to therelevant tax authority; or

(iii) more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof wouldhave been entitled to an additional amount on presenting the same for payment on such thirtieth day assumingthat day to have been a Payment Day (as defined in Condition 6(e)); or

(iv) where such withholding or deduction is imposed on a payment to an individual and is required to be madepursuant to any law implementing or complying with, or introduced in order to conform to, European UnionDirective 2003/48/EC or any other directive on the taxation of savings income implementing the conclusions ofthe ECOFIN Council meeting of 26th-27th November 2000; or

(v) by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting suchNote, Receipt or Coupon to another Paying Agent in a Member State of the European Union.

As used herein:

(A) “Tax Jurisdiction” means the United Kingdom or any political subdivision or any authority thereof or thereinhaving power to tax; and

(B) the “Relevant Date” means the date on which such payment first becomes due, except that, if the full amount ofthe moneys payable has not been duly received by the Agent or the Trustee on or prior to such due date, it meansthe date on which, the full amount of such moneys having been so received, notice to that effect is duly given tothe Noteholders in accordance with Condition 14.

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Any reference in these Conditions to principal or interest shall be deemed also to refer to any additional amounts whichmay be payable under this Condition or any undertakings given in addition thereto or in substitution thereof pursuant tothe Trust Deed.

9. Prescription

The Notes, Receipts and Coupons will become void unless presented for payment within a period of 10 years (in thecase of principal) and five years (in the case of interest) after the Relevant Date (as defined in Condition 8) therefor.

There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for payment inrespect of which would be void pursuant to this Condition or Condition 6(b) or any Talon which would be void pursuantto Condition 6(b).

10. Events of Default

If any of the following events (each an “Event of Default”) occurs the Trustee at its discretion may, and if so requested inwriting by holders of at least one-quarter in nominal amount of the Notes then outstanding or if so directed by anExtraordinary Resolution of the Noteholders shall (subject to being indemnified and/or secured and/or prefunded to itssatisfaction), give notice to each relevant Obligor that the Notes are, and they shall thereupon immediately become,due and repayable at their Early Redemption Amount (as described in Condition 7(e)) together with accrued interest asprovided in the Trust Deed:

(i) there is failure by any relevant Obligor to pay any principal or interest payable on any of the Notes within 15 daysof its due date; or

(ii) any relevant Obligor defaults in the performance or observance of any of its other obligations set out in the Notesor the Trust Deed which default is in the opinion of the Trustee incapable of remedy or, if in the opinion of theTrustee capable of remedy, is not in the opinion of the Trustee remedied within 30 days (or such longer period asthe Trustee may permit) after notice of such default shall have been given to each relevant Obligor by the Trusteerequiring the same to be remedied; or

(iii) any holder or trustee for the holders of any Capital Markets Indebtedness of any relevant Obligor amounting inaggregate to not less than £25,000,000 or its equivalent in any other currency shall demand prematurerepayment thereof following a default or enforces any security therefor or any relevant Obligor defaults (afterwhichever is the longer of any originally applicable grace period and 30 days after the due date) in the repaymentof any such Capital Markets Indebtedness at the maturity thereof or any guarantee or indemnity given by anyrelevant Obligor in respect of any Capital Markets Indebtedness of any third party amounting in aggregate to notless than £25,000,000 or its equivalent in any other currency shall not be honoured (after whichever is the longerof any originallyapplicable grace period and 30 days after the due date) when due and called upon, unless, in anyof the above cases, in the opinion of the Trustee, the Obligor is contesting in good faith and by appropriateproceedings that such amounts are due; or

(iv) any relevant Obligor becomes insolvent or is unable to pay its debts within the meaning of section 123(1)(e) orsection 123(2) of the Insolvency Act 1986 of the United Kingdom or applies for or consents to or suffers theappointment of an administrator, liquidator or administrative or other receiver of the whole or any material part ofits undertaking, property, assets or revenues or takes any proceedings under any law for a readjustment ordeferment of its obligations or any part of them or makes or enters into a general assignment or an arrangementor composition with or for the benefit of its creditors (otherwise than, with the prior consent of the Trustee, for thepurposes of consolidation, amalgamation, merger or reconstruction or any other process the result of which willbe that all or part of such Obligor’s assets and undertaking will be transferred to another solvent entity); or

(v) an order is made or an effective resolution passed for winding-up of any relevant Obligor (otherwise than, withthe prior consent of the Trustee, for the purposes of consolidation, amalgamation, merger or reconstruction orany other process the result of which will be that all or part of such Obligor’s assets and undertaking will betransferred to another solvent entity); or

(vi) for any reason the applicable Guarantee ceases, or is claimed by the Guarantor not, to be in full force andeffect; or

(vii) Cadbury Holdings ceases or threatens to cease to carry on the whole or substantially the whole of its businesssave for the purposes of reconstruction, union, transfer, merger or amalgamation which is effected with the priorwritten consent of the Trustee or which is approved by an Extraordinary Resolution of the Noteholders,

provided that, in the case of each of paragraphs (ii), (iii), (iv) and (vii) above, the Trustee shall have certified that, in itsopinion, such event is materially prejudicial to the interests of the Noteholders.

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“Capital Markets Indebtedness” means any loan or other indebtedness of any person which is in the form of orrepresented by any bonds, notes, depositary receipts or other securities for the time being quoted or listed, with theagreement of the issuer, on any stock exchange, over-the-counter market or securities exchanges.

11. Replacement of Notes, Receipts, Coupons and Talons

Should any Note, Receipt, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at thespecified office of the Agent upon payment by the claimant of such costs and expenses as may be incurred inconnection therewith and on such terms as to evidence and indemnity as the relevant Issuer may reasonably require.Mutilated or defaced Notes, Receipts, Coupons or Talons must be surrendered before replacements will be issued.

12. Paying Agents

The names of the initial Paying Agents and their initial specified offices are set out below.

The relevant Issuer and (as the case may be) any other relevant Obligors are entitled (with the prior written consent ofthe Trustee) to vary or terminate the appointment of any Paying Agent and/or appoint additional or other Paying Agentsand/or approve any change in the specified office through which any Paying Agent acts, provided that:

(i) there will at all times be a Paying Agent;

(ii) so long as the Notes are listed on any stock exchange, or admitted to listing by any other relevant authority, therewill at all times be a Paying Agent with a specified office in such place as may be required by the rules andregulations of the relevant stock exchange or other relevant authority;

(iii) there will at all times be a Paying Agent with a specified office outside the United Kingdom in a jurisdiction inwhich there is no obligation on the Paying Agent to withold or deduct tax from payments made;

(iv) if the Trustee requests, there will be appointed by the relevant Issuer, a Paying Agent outside the European Unionin a jurisdiction in which there is no obligation on the Paying Agent to withold or deduct tax from paymentsmade; and

(v) for so long as any law implementing or complying with, or introduced in order to conform to, European UnionDirective 2003/48/EC or any other directive on the taxation of savings income implementing the conclusions ofthe ECOFIN Council meeting of 26th-27th November 2000 is in force, the relevant Issuer and (as the case maybe) each other relevant Obligor will ensure that it maintains a Paying Agent in a Member State of the EuropeanUnion in which there is no obligation to withhold or deduct tax pursuant to any such law or directive (if there issuch a Member State).

In addition, the relevant Issuer and (as the case may be) any other relevant Obligor(s) shall forthwith appoint a PayingAgent having a specified office in New York City in the circumstances described in Condition 6(d). Any variation,termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be ofimmediate effect) after not less than 30 nor more than 45 days’ prior notice thereof shall have been given to theNoteholders in accordance with Condition 14.

In acting under the Agency Agreement, the Paying Agents act solely as agents of the relevant Issuer and (as the casemay be) any other relevant Obligors and, in certain circumstances specified therein, of the Trustee and do not assumeany obligation to, or relationship of agency or trust with, any Noteholders, Receiptholders or Couponholders. TheAgency Agreement contains provisions permitting any entity into which any Paying Agent is merged or converted orwith which it is consolidated or to which it transfers all or substantially all of its assets to become the successor payingagent.

13. Exchange of Talons

On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures, the Talon(if any) forming part of such Coupon sheet may be surrendered at the specified office of the Agent or any other PayingAgent in exchange for a further Coupon sheet including (if such further Coupon sheet does not include Coupons to(and including) the final date for the payment of interest due in respect of the Note to which it appertains) a furtherTalon, subject to the provisions of Condition 9.

14. Notices

All notices regarding the Notes will be deemed to be validly given if published in a leading English language dailynewspaper of general circulation in London. It is expected that such publication will be made in the Financial Times inLondon. The relevant Issuer shall also ensure that notices are duly published in a manner which complies with the

56

rules and regulations of any stock exchange or other relevant authority on which the Notes are for the time being listedor by which they have been admitted to trading. Any such notice will be deemed to have been given on the date of thefirst publication or, where required to be published in more than one newspaper, on the date of the first publication in allrequired newspapers. If publication as provided above is not practicable, notice will be given in such other manner, andwill be deemed to have been given on such date, as the Trustee may approve.

Until such time as any definitive Notes are issued, there may, so long as any Global Notes representing the Notes areheld in their entirety on behalf of Euroclear and/or Clearstream, Luxembourg, be substituted for such publication insuch newspaper(s) the delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg for communi-cation by them to the holders of the Notes and, in addition, for so long as any Notes are listed on a stock exchange orare admitted to trading by another relevant authority and the rules of that stock exchange or other relevant authority sorequire, such notice will be published in a daily newspaper of general circulation in the place or places required by thatstock exchange or other relevant authority. Any such notice shall be deemed to have been given to the holders of theNotes on the seventh day after the day on which the said notice was given to Euroclear and/or Clearstream,Luxembourg.

Notices to be given by any Noteholder shall be in writing and given by lodging the same, together (in the case of anyNote in definitive form) with the relative Note or Notes, with the Agent. Whilst any of the Notes is represented by aGlobal Note, such notice may be given by any holder of a Note to the Agent through Euroclear and/or Clearstream,Luxembourg, as the case may be, in such manner as the Agent and Euroclear and/or Clearstream, Luxembourg, asthe case may be, may approve for this purpose.

15. Meetings of Noteholders, Modification and Waiver

The Trust Deed contains provisions for convening meetings of the Noteholders to consider any matter affecting theirinterests, including the sanctioning by Extraordinary Resolution of a modification of any of these Terms andConditions, the Notes, the Receipts, the Coupons or any of the provisions of the Trust Deed. Such a meetingmay be convened by the relevant Issuer or the Trustee and shall be convened by the relevant Issuer at the request ofNoteholders holding not less than five per cent. in nominal amount of the Notes for the time being remainingoutstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holdingor representing a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjournedmeeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held orrepresented, except that at any meeting the business of which includes the modification of certain provisions of theseTerms and Conditions, the Notes, the Receipts, the Coupons or the Trust Deed (including modifying the date ofmaturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or therate of interest payable in respect of the Notes or altering the currency of payment of the Notes, the Receipts or theCoupons), the quorum shall be one or more persons holding or representing not less than two-thirds in nominalamount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding orrepresenting not less than one-third in nominal amount of the Notes for the time being outstanding. An ExtraordinaryResolution passed at any meeting of the Noteholders shall be binding on all the Noteholders, whether or not they arepresent at the meeting, and on all Receiptholders and Couponholders.

The Trustee may agree, without the consent of the Noteholders, Receiptholders or Couponholders, to:

(i) any modification (except such modifications in respect of which an increased quorum is required as mentionedabove) of any of these Terms and Conditions, the Notes, the Receipts, the Coupons or the Trust Deed which isnot in the opinion of the Trustee materially prejudicial to the interests of the Noteholders; or

(ii) any modification of any of these Terms and Conditions, the Notes, the Receipts, the Coupons or the Trust Deedwhich is of a formal, minor or technical nature or is made to correct a manifest error or to comply with mandatoryprovisions of the law.

The Trustee may also agree, without the consent of the Noteholders, Receiptholders or Couponholders, to the waiveror authorisation of any breach or proposed breach of any of these Terms and Conditions or any of the provisions of theTrust Deed or determine, without any such consent as aforesaid, that any Event of Default or Potential Event of Default(as defined in the Trust Deed) shall not be treated as such, which in any such case is not, in the opinion of the Trustee,materially prejudicial to the interests of the Noteholders.

In connection with the exercise by it of any of its trusts, powers, authorities or discretions (including, but withoutlimitation, any modification, waiver, authorisation, determination or substitution under Condition 18), the Trustee shallhave regard to the general interests of the Noteholders as a class but shall not have regard to any interests arising fromcircumstances particular to individual Noteholders, Receiptholders or Couponholders (whatever their number) and, inparticular, but without limitation, shall not have regard to the consequences of such exercise for individual Noteholders,Receiptholders or Couponholders (whatever their number) resulting from their being for any purpose domiciled or

57

resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and the Trustee shallnot be entitled to require, nor shall any Noteholder, Receiptholder or Couponholder be entitled to claim, from therelevant Issuer and (as the case may be) any other relevant Obligor or any other person any indemnification orpayment in respect of any tax consequence of any such exercise upon individual Noteholders, Receiptholders orCouponholders except, in the case of the relevant Issuer and (as the case may be) any other relevant Obligor, to theextent provided for in Condition 8 and/or any undertaking given in addition to, or in substitution for, Condition 8 pursuantto the Trust Deed.

Any such modification, waiver, authorisation, determination or substitution under Condition 18 shall be binding on theNoteholders, the Receiptholders and the Couponholders and, unless the Trustee otherwise agrees, any suchmodification or substitution shall be notified to the Noteholders in accordance with Condition 14 as soon as practicablethereafter.

16. Indemnification of the Trustee and its contracting with any relevant Obligor

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, includingprovisions relieving it from taking action unless indemnified to its satisfaction.

The Trust Deed also contains provisions pursuant to which the Trustee is entitled, inter alia, (i) to enter into businesstransactions with Cadbury plc, any relevant Obligor and/or any of Cadbury Holdings’ other Subsidiaries and to act astrustee for the holders of any other securities issued or guaranteed by, or relating to, Cadbury plc, any relevant Obligorand/or any of Cadbury Holdings’ other Subsidiaries, (ii) to exercise and enforce its rights, comply with its obligationsand perform its duties under or in relation to any such transactions or, as the case may be, any such trusteeship withoutregard to the interests of, or consequences for, the Noteholders, Receiptholders or Couponholders, and (iii) to retainand not be liable to account for any profit made or any other amount or benefit received thereby or in connectiontherewith.

17. Further Issues

The relevant Issuer shall be at liberty from time to time without the consent of the Noteholders, the Receiptholders orthe Couponholders to create and issue further notes having terms and conditions the same as the Notes or the samein all respects save for the amount and date of the first payment of interest thereon and so that the same shall beconsolidated and form a single Series with the outstanding Notes.

18. Substitution

The Trustee may, without the consent of the Noteholders, Receiptholders or Couponholders, agree with CadburyHoldings to the substitution in place of Cadbury Holdings in its capacity as Guarantor (or of any previous substituteunder this Condition) of (i) a Successor in Business (as defined in the Trust Deed) to Cadbury Holdings or (ii) a HoldingCompany (as defined in the Trust Deed) of Cadbury Holdings or (iii) a Subsidiary of Cadbury Holdings which isacceptable to the Trustee, in each case subject to the Trustee being satisfied that the interests of the Noteholders willnot be materially prejudiced thereby and certain other conditions set out in the Trust Deed being complied with.

The Trustee may, without the consent of the Noteholders, Receiptholders or Couponholders, agree with CSF, CSI andCadbury Holdings to the substitution in place of CSF or CSI (or of any previous substitute under this Condition) of(i) another Subsidiary of Cadbury Holdings, (ii) any relevant Obligor or its Successor in Business (in which case theGuarantee of such Obligor shall cease and determine), (iii) a Subsidiary of a Holding Company of Cadbury Holdings orits Successor in Business or (iv) a Holding Company of Cadbury Holdings or its Successor in Business (in each ofwhich cases (iii) and (iv) the Guarantee of Cadbury Holdings shall cease and determine if the Trustee is satisfied thatthe interests of the Noteholders will not be materially prejudiced if they become holders of Notes of such Subsidiary orHolding Company without the benefit of the Guarantee of Cadbury Holdings rather than if they were to remain holdersof Notes of CSF or, as the case may be, CSI with the benefit of the Guarantee of Cadbury Holdings), in each casesubject to the Trustee being satisfied that the interests of the Noteholders will not be materially prejudiced thereby andcertain other conditions set out in the Trust Deed being complied with.

19. Governing Law

The Trust Deed (including the Guarantee), the Notes, the Receipts, the Coupons and any non-contractual obligationsarising out of or in connection with the Trust Deed (including the Guarantee), the Notes, the Receipts and the Couponsare governed by, and shall be construed in accordance with, English law.

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20. Enforcement and Rights of Third Parties

At any time after the Notes shall have become immediately due and repayable the Trustee may, at its discretion andwithout further notice, take such proceedings against any relevant Obligor as it may think fit to enforce repaymentthereof together with accrued interest (if any) and any other moneys payable pursuant to the provisions of theTrust Deed, the Notes, the Receipts and the Coupons, but it shall not be bound to take any such proceedings or anyother action in relation to the Trust Deed, the Notes, the Receipts or the Coupons unless (i) it shall have been sodirected by an Extraordinary Resolution of the Noteholders or so requested in writing by the holders of at least one-quarter in nominal amount of the Notes then outstanding, and (ii) it shall have been indemnified and/or secured and/orprefunded to its satisfaction.

No Noteholder, Receiptholder or Couponholder shall be entitled to proceed directly against any Obligor unless theTrustee, having become bound so to proceed, fails so to do within a reasonable period and such failure is continuing.No rights are conferred on any person under the Contracts (Rights of Third parties) Act 1999 to enforce any term of thisNote, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

For more information see “Contracts (Rights of Third Parties) Act 1999” under “General Information” on page 81 of thisProspectus.

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USE OF PROCEEDS

The net proceeds from each issue of Notes will be applied by the relevant Issuer for its general working capital andcorporate purposes, which include making a profit. If, in respect of any particular issue, there is to be a particularidentified use of proceeds, this will be stated in the applicable Final Terms.

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BUSINESS DESCRIPTION OF THE ISSUERS AND GUARANTORS

History and Development of the Issuers/Guarantors

Cadbury Holdings Limited (“Cadbury Holdings”) was incorporated in England as a limited company on 6th May 1897with registered number 52457, under the name of Schweppes Limited. On 28th March 1969 it changed its name toCadbury Schweppes Limited and on 27th November 1981, it was re-registered as Cadbury Schweppes plc. On 2 May2008, following the scheme of arrangement effected on that date, its controlling and ultimate parent undertakingbecame Cadbury plc (Cadbury plc, its subsidiaries and affiliated companies being the ‘‘Group”). Cadbury Holdings(then Cadbury Schweppes plc) was re-registered as a private limited company on this date, and was renamedCadbury Holdings Limited on 7th May 2008. It is domiciled in the United Kingdom and its registered office is at CadburyHouse, Sanderson Road, Uxbridge, Middlesex UB8 1DH (telephone +44 (0)1895 615 000).

Cadbury plc is the holding company of Cadbury Holdings and, other than an inter-company balance with CadburyHoldings and Cadbury Schweppes Finance p.l.c. as a result of dividend payments and share issues , has had no tradingactivities since its incorporation and, as at the date of this Prospectus, acts only as a holding company of the Group.

The objects of Cadbury Holdings (to be found in Section 4 of the memorandum of association of Cadbury Holdings,which is incorporated by reference in to, and forms part of, this Prospectus) are to, among other things, carry onbusiness as a general commercial company and to carry on any trade or business whatsoever.

Cadbury Schweppes Finance p.l.c. (“CSF”) was incorporated with limited liability under the laws of England and Waleson 24th February 1949 with registered number 465012. Its status was changed to a public limited company on 1st April1999. It is domiciled in the United Kingdom and its registered office is at Cadbury House, Sanderson Road, Uxbridge,Middlesex UB8 1DH (telephone +44 (0)1895 615 000).

The objects of CSF (to be found in Section 4 of the memorandum of association of CSF, which is incorporated byreference in to, and forms part of, this Prospectus) are to, among other things, undertake, carry on and execute allkinds of financial, commercial, trading and other operations.

Cadbury Schweppes Investments plc (“CSI”) was incorporated with limited liability under the laws of England andWales on 19th September 1973 with registered number 1135043. Its status was changed to a public limited companyon 20th May 2004. It is domiciled in the United Kingdom and its registered office is at Cadbury House, SandersonRoad, Uxbridge, Middlesex UB8 1DH (telephone +44 (0)1895 615 000).

The objects of CSI (to be found in Section 4 of the memorandum of association of CSI, which is incorporated by referencein to, and forms part of, this Prospectus) are to, among other things, carry on the business of an investment company andto carry on business as a general commercial company and to carry on any trade or business whatsoever.

In the case of each Issuer, since the date of its last published financial statements, it has not made any significantinvestment and, as at the date of this Prospectus, is not committed to any other significant investments.

Market share information and statements about the Group’s competitive position included in this business descriptionsection are sourced from Euromonitor 2007 (and where available 2008) unless otherwise stated. Statements aboutcompetitive position are based on retail sales value unless otherwise stated.

Overview and Key Strengths

The Group’s business comprises worldwide confectionery operations which can be split into chocolate, gum andcandy. The Group is the second largest confectionery company in the global confectionery market which is anattractive and growing market:

k it is large: $150bn+ (the fourth largest packaged food market);

k it is growing: 5 per cent. compound annual growth rate (“CAGR”) 2003-2008

— developed markets: 3 per cent. CAGR driven by innovation and premium and wellness products;

— developing markets: 10 per cent. CAGR driven by rising levels of prosperity and population growth;

k it is stable and profitable; and

k it has a high level of impulse sales and low private label presence.

The Group’s key strengths are:

k 10 per cent. share in the global confectionery market;

k a strong 200-year heritage;

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k number one or number two positions in over 20 of the world’s 50 largest confectionery markets;

k a strong presence in faster growing categories, with gum accounting for around one-third of total revenues;

k the most broadly spread emerging markets presence, accounting for around one-third of total revenues; and

k strong brands and competitive positions in all three categories of chocolate, gum and candy.

Origins and Portfolio Development

The Group’s origins date back to the founding of Schweppes, a mineral water business, by Jacob Schweppes in 1783,and the opening of a shop which sold cocoa products, by John Cadbury in 1824. The two businesses were merged in1969 to create Cadbury Schweppes plc.

The company grew through many stages of development in nearly 40 years as a confectionery and beveragesbusiness. In 2007, the Board took the decision that the confectionery and beverages businesses (excluding theAustralian beverages business (“Australia Beverages”)) had the appropriate platforms to benefit from being stand-alone businesses, and that they would prosper as independent and separately listed companies.

In May 2008, Cadbury Schweppes demerged the Americas beverages business (“Americas Beverages”), now a listedcompany on the New York Stock Exchange under the name Dr Pepper Snapple Group, Inc., from the confectionerybusiness. Cadbury plc, the new holding company of the confectionary business, started trading with a primary listingon the London Stock Exchange and a secondary listing on the New York Stock Exchange as a stand-alone companyon 2nd May 2008.

In April 2009, the Group completed the disposal of its last remaining beverages business in Australia.

Over the last 20 years the Group has significantly changed its geographic and product participation within theconfectionery markets, mainly through a programme of acquisitions and disposals.

The Group has extended and strengthened its position in certain markets and categories where it believed it couldgenerate faster growth at higher margins, and exited other markets and categories where it felt it had no sustainablecompetitive advantage and where a disposal created value for its shareowners.

The most significant strategic moves over this period have been:

k 1988 acquisition of Chocolat Poulain in France;

k 1989 acquisition of Bassett’s and Trebor in the UK and their merger in 1990, the Group’s first major developmentin sugar confectionery;

k 1994 strengthening the Group’s European confectionery position with the acquisition of Bouquet d’Or in Franceand Dulciora in Spain;

k 1995 acquisition of Allan Candy sugar confectionery in Canada and its merger with existing Trebor operations;

k 1996 acquisition of Neilson Cadbury in Canada which brings the Group leadership in the world’s eleventh largestconfectionery market;

k 1997 acquisition of Bim Bim, Egypt’s largest confectionery company, giving the Group market leadership inEgypt, the Middle East and North Africa;

k 1998 acquisition of Poland’s leading chocolate company, Wedel;

k 2000 purchase of Kraft Foods’ chewing gum and candy businesses in France including the brands Hollywood,Kiss Cool, Krema and Malabar;

k 2002 acquisition of Dandy’s branded chewing gum business in Denmark, with the STIMOROL, V6 and Dirolbrands make the Group number two in European chewing gum;

k 2003 purchase of the Adams confectionery business, a gum and medicated sugar confectionery business withstrong positions in North, Central and South America;

k 2005 acquisition of the 95 per cent. of Green & Black’s business that the Group did not already own;

k 2007 acquisition of Intergum, a Turkish gum business, Kandia-Excelent, a leading Romanian confectionerybusiness, and Sansei Foods, a Japanese candy company;

k 2007 completion of the non-core disposal programme with the sale of Monkhill, a sugar confectionery andpopcorn business in the UK;

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k 2008 demerger of Americas Beverages; and

k 2009 disposal of Australia Beverages.

Recent Developments in the Group

The acquisition of Adams for US$4.2 billion in 2003 was a significant step-change in the Group’s participation in theglobal confectionery market, both by category and by geography. Through Adams, the Group nearly doubled its globalconfectionery market share. Today, it has a 10 per cent. share of the global confectionery market, is the global numbertwo company in gum with a 29 per cent. market share and is the number one global candy company with a marketshare of 7 per cent. By geography, Adams significantly increased the Group’s presence in markets in North and SouthAmerica, Europe and Asia, and resulted in higher growth in emerging markets representing around 30 per cent. of theGroup’s revenues.

The Adams integration was completed one year ahead of schedule in 2005, with the business outperforming theacquisition plan.

Following the Adams acquisition, the Group launched its “Fuel for Growth” cost-saving programme. This programmewas designed to reduce the Group’s confectionery and beverages direct and indirect cost base by £400 million by 2007(later reduced to £360 million following the sale of its European beverages business). A proportion of the cost savingsfrom Fuel for Growth were reinvested to support growth initiatives, including increased investment in marketing,science & technology, innovation and commercial capabilities. As a result, confectionery innovation more than doubledin that period, with sales from innovative products increasing from 6 per cent. to 14 per cent. of revenue.

Since the Adams acquisition, the Group has also invested in a small number of targeted bolt-on acquisitions in faster-growing emerging markets and in brands with strong growth potential. The total investment has been approximately£500 million, with acquisitions including: Green & Black’s, the UK premium chocolate brand; Kent and Intergum, theleading candy and gum businesses respectively in Turkey; Dan Products, the leading gum business in South Africa;Kandia-Excelent, the second largest confectionery company in Romania and Sansei Foods Co. Ltd, a Japanesefunctional candy company. At the same time, a number of small, low growth and non-core confectionery andbeverages brands and businesses have been sold.

As a result of the investment in growth initiatives, the Group’s confectionery organic revenue growth increased from anaverage of 2 to 3 per cent. per annum between 1996 and 2002 to an average of 6 per cent. per annum between 2004and 2008.

Overview of Confectionery

With over $150 billion of retail sales globally in 2008, confectionery is a large market. It is in fact the fourth largestsegment in packaged foods — a global market worth an estimated $1,800 billion.

The confectionery market has grown steadily over the past five years at a rate of 5 per cent. (compound annual growthrate). Growth in developed markets, which represent around 60 per cent. of the total by value, has been at around 3 percent. p.a. whereas growth in emerging markets, the remaining 40 per cent., has been strong at around 10 per cent. p.a.

Innovation is a major driver of growth in developed markets where premium and ‘better-for-you’ products are prevailingthemes.

The faster pace of growth in emerging markets can be attributed to higher population growth rates and rising levels ofprosperity, which have increased demand for affordable luxuries and treats.

Established brands play an important part in the world of confectionery, with a relatively low penetration of privatelabel. The share of private label products has been stable at 4 per cent. for the last five years.

Confectionery products are sold through a wide range of outlets which vary from market to market. The share of theimpulse channel — outlets where product is bought on impulse from display rather than as part of planned shopping —is roughly 40 per cent. in developed markets and is greater in some emerging markets.

Category Dynamics

Overall, the confectionery market is relatively fragmented. Even after the merger of Mars and Wrigley, the top fiveplayers account for only 42 per cent. of the market.

Chocolate represents the biggest segment in the category with a 55 per cent. share in value and has been growing at arate of 6 per cent. in the last four years. Chocolate is mainly a regional business where consumers seek a particular

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taste in each market. This brings about fragmentation in the market as well as complexities in production. The top fiveproducers account for 50 per cent. of the global market, and there is scope for rationalisation.

Gum, with a 14 per cent. share in confectionery sales, is the fastest growing segment at 7 per cent., led by innovationand marketing. This is the most consolidated segment with the top two players, Wrigley and Cadbury, accounting forover 60 per cent. of the market. Gum ‘travels well’ and well-run global businesses can generate good economies ofscale. Innovation and formulation are also important barriers to entry to new competition.

Candy is the most fragmented confectionery segment with a proliferation of local brands and growth around 4 per cent.The top five players represent only a quarter of global confectionery sales. Functional candy such as cough drops,indulgent candy such as premium toffees and natural products without artificial colours or sweeteners, have beendrivers of market growth.

Global Confectionery Market Shares

(%) Confectionery Chocolate Gum Candy

Mars-Wrigley. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.8 14.9 35.8 5.1

Cadbury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.5 7.5 28.9 7.2

Nestle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.6 12.2 0.1 2.8

Hershey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.1 7.5 0.7 2.9

Kraft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.5 8.1 0.1 0.3

Ferrero . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1 6.7 — 1.5

The Group — One of the Leading Global Confectionery Businesses

The Group is the second largest confectionery company with a 10.5 per cent. share of the global market. This rankingis underpinned by number one or number two market positions in over 20 of the world’s 50 largest confectionerymarkets by retail value. Markets where the Group has a number one or number two market position accounted forapproximately three-quarters of the Group’s revenue in 2008.

The Group’s Brand Portfolio

The Group has developed a global portfolio of brands which have improved in value over time through innovativeproduct extensions and introductions into new markets. The Group’s brands include many global, regional and localfavourites.

The Group’s chocolate business is built on regional strengths, including strong market positions in the UK, Ireland,Australia, New Zealand, South Africa and India. The largest brand in chocolate is Cadbury Dairy Milk: other key brandsare Creme Egg, Flake and Green & Black’s.

The Group has a number two position in gum, Trident being the largest brand in the portfolio as well as the largest gumbrand in the world. This position is built on strong market shares in the Americas, in Europe (including France, Spainand Turkey) and in Japan, Thailand and South Africa. Other major brands include Hollywood, Stimorol, Dentyne,Clorets and Bubbaloo.

Halls is the largest candy brand in the world, and accounts for approximately one-third of the Group’s candy revenues.Halls and other global, regional and local brands such as Maynards, The Natural Confectionery Co. and CadburyEclairs give the Group the number one position in global candy.

The Group’s Strength in Growth Markets

In confectionery, the Group has the largest and most broadly spread emerging markets business amongst its peers. In 2008these markets accounted for over one-third of the Group’s confectionery revenue and 60 per cent. of the Group’s revenuegrowth. In the last five years, the Group’s emerging markets confectionery businesses grew on average by 12 per cent. p.a.on a like-for-like basis. Emerging markets will continue to be a key point of focus for the Group due to the expectation ofhigher product growth rates than the developed markets as living standards continue to rise in emerging markets.

Gum is the fastest growing category within confectionery with a 7 per cent. p.a. value growth rate over the last fouryears. Gum accounts for 33 per cent. of the Group’s revenues, a relatively high ratio compared to gum’s share in theglobal market of 14 per cent.

‘Better-for-you’ confectionery, including products such as fortified/functional confectionery, and reduced-sugar con-fectionery grew by 11 per cent. p.a. from 2002-2007, compared with 5 per cent. growth for confectionery as a whole.The Group’s ‘wellness’ sub-category accounts for around 30 per cent. of revenue which compares favourably with 17

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per cent. for the market. ‘Wellness’ is a focus for management as increased consumer attention on diet, health andfitness is expected to drive above average growth for ‘wellness’ products. Consumer choice is also one of the keyelements of the Group’s approach to responsible consumption led by the Group’s innovative ‘Be Treatwise’programme.

Operations

From 2003 to 2008, the confectionery business was led through a strong regional model to ensure the Group’s top-down strategy was consistently implemented around the world. In 2006, a strong category-led commercial organ-isation for chocolate, gum and candy was introduced which has progressively developed its role and impact since.

At the beginning of 2009, the Group eliminated the regional structure to manage the business directly as sevenbusiness units and leverage the strengthened category leadership across its markets.

Business Units

Revenue breakdown Underlying Profit From Operations breakdown

Asia, 6%Asia, 14%

Britain & Ireland,24%

Britain & Ireland,19%

Middle East &Africa, 7%

Middle East &Africa, 5%

Europe, 20%

Europe, 15%

North America,22%

North America,31%

South America,

8% South America,

11%

Pacific, 12%

Pacific, 5%

1

(excludes revenue from Reading Scientific Services Limited) (excludes underlying profit from Reading Scientific Services Limited)

1 Underlying profit from operations as defined in Cadbury plc’s Report and Accounts 2008 p. 97

Europe

Revenue £1,097m

Number of employees 10,700

Number of manufacturing sites 17

Main markets France, Turkey, Russia, Poland, Spain, Denmark, Greece, Portugal,Romania, Netherlands, Switzerland, Sweden, Norway, Belgium

Main brands Trident, Halls, Hollywood, Stimorol, Dirol, Wedel, Carambar, Jelibon,Kandia, Poulain

The Group has significant gum and candy businesses in Europe, with excellent gum market shares in the majority ofWestern Europe, Scandinavia, Turkey and Russia. The Group’s chocolate businesses are concentrated in Poland,Russia and France.

The Group’s biggest European operating unit is in France, where the Group sells gum under the Hollywood brand;candy, under the La Pie Qui Chante and Carambar brands; and chocolate, mainly under the Poulain brand. TheGroup’s gum and candy brands, with market shares of 43 per cent. and 17 per cent., respectively, give it a good footingin the French market, the world’s eighth largest confectionery market.

The successful integration of Intergum, acquired in August 2007, makes Turkey the Group’s second largest operatingunit in Europe and puts the Group at second position in the overall confectionery market, behind a local chocolateplayer. The Group took significant steps to transform the Group’s route-to-market in Turkey in order to capitalise on itsmarket shares there — over 50 per cent. in both gum and candy.

In gum, the Group has additional strong market positions, commanding around a third of the market or more, inDenmark, Portugal, Greece, Switzerland, Spain, Sweden, Belgium, Netherlands, Norway and Russia. The Group’s

65

gum products are sold under the Trident brand in Spain and Portugal as well as under the Stimorol and V6 brands inSwitzerland, Denmark, Belgium and Sweden and the Dirol brand in Russia.

In candy, the Group sells Halls in nearly all of the Group’s main markets in addition to its local candy brands.

The Group sells chocolate in Poland under the Wedel and the Cadbury brands and commands an 18 per cent. marketshare.

Britain and Ireland

Revenue £1,269m

Number of employees 5,700

Number of manufacturing sites 8

Main markets UK, Republic of Ireland

Main brands Cadbury, Dairy Milk, Creme Egg, Flake, Green & Black’s, Crunchie,Bassetts, Maynards, Trebor, Trident, Halls, The Natural Confectionery Co.,

Eclairs

Britain and Ireland (B&I) is the largest business unit in the Group. The UK, representing the majority of the revenues,has traditionally been a significant chocolate business with a 30 per cent. market share. The Group also has a strongchocolate market position in Ireland with a 42 per cent. market share, although Ireland is a considerably smallermarket. The Group sells chocolate principally under the Cadbury and Green & Black’s brands and in 2008, the Groupadded two more variants of Cadbury Dairy Milk, Apricot Crumble and Cranberry & Granola, launched Cadbury CremeEgg Twisted and brought Wispa back.

The Group also has a significant candy business in B&I, with excellent market positions in the UK (26 per cent.) and inIreland (37 per cent.). The Group’s candy products trade under brands including Halls, Bassetts, Maynards, TheNatural Confectionery Co. and Trebor. The Group disposed of the Monkhill business, which principally manufacturessugar confectionery and popcorn for the UK market, in February 2008, as it was non-core.

The Group has 8 manufacturing sites and 5,700 employees in B&I. As part of the Group’s Vision into Action strategicplan, the Group is reconfiguring the supply chain in this business unit. The Group plans to close its Somerdale plant in2010 and transfer its chocolate production to Bournville and a new site which is being built in Poland.

Middle East and Africa

Revenue £376m

Number of employees 5,700

Number of manufacturing sites 13

Main markets South Africa, Botswana, Swaziland, Namibia, Kenya, Egypt, Lebanon,Morocco, Nigeria, Ghana

Main brands Cadbury, Halls, Eclairs, Stimorol, Dentyne, Clorets, Trident, Chiclets,Endearmints, Chappies, Bournvita, Tom Tom, Bubba

The Group has the leading position in confectionery in Africa through its operations, principally in South Africa, Nigeriaand Egypt. While the Group’s manufacturing is based in South Africa, Swaziland, Botswana, Namibia, Kenya, Egypt,Lebanon, Morocco, Ghana and Nigeria, the Group’s products are sold in the majority of the countries throughout theMiddle East and Africa.

The business unit represents only about 7 per cent. of Group revenues: however, the Group believes the business unithas significant growth potential.

South Africa is the largest confectionery market in Africa, and the Group is the biggest player with a 27 per cent. marketshare. The Group’s chocolate and candy products are sold under the Cadbury and Halls brands. The Group’s share inthe gum market stands at 67 per cent., mainly under the Stimorol brand.

Egypt, where the Group has a 38 per cent. overall market share, is a growing market. The Group is particularly strongin chocolate and gum with brands such as Cadbury and Chiclets.

The Nigerian business sells candy, food beverages and gum. The leading brands include Tom Tom, the Group’sbiggest selling candy in Africa, Bournvita and Stimorol. The Nigerian operations have gone through significantrestructuring since the Group increased its shareholding to 50.02 per cent. and exhibit healthy growth potential.

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North America

Revenue £1,201m

Number of employees 8,700

Number of manufacturing sites 5

Main markets Canada, US, Mexico

Main brands Trident, Halls, Cadbury, Dentyne, Stride, Chiclets, Bubbaloo, Clorets

The Group’s North America business comprises the US, Canada and Mexico, three of the largest confectionerymarkets in the world, and extends through Central America and the Caribbean. US and Mexico are primarily gummarkets for the Group, while it also has good candy positions, leading the cough/cold confectionery segment.

The US is the world’s largest confectionery market where 19 per cent. of the world’s confectionery is consumed. TheGroup has secured the second largest gum share in this market at 34 per cent. (source: Nielsen) through innovationand effective marketing since it acquired Adams in 2003. The Group’s products are sold under the Trident, Dentyne,Stride and Bubblicious brands. The Group also sells candy, Swedish Fish and Sour Patch Kids, in the US and theGroup’s Halls brand has a 55 per cent. market share (source: Nielsen) in the cough/cold segment.

The Group is the market leader in confectionery in Canada, the world’s 11th largest market, with a 20 per cent. marketshare. The Group sells chocolate under the Cadbury brand and the Group is one of the four big players in chocolatewith a 14 per cent. share. In gum, the Group has a strong position, the main brands being Trident, Dentyne, Stride andBubbilicious. The Group’s market leadership in candy (21 per cent.) is supported by the Group’s Maynards and Hallsbrands.

The Group is the largest confectionery player in Mexico and has over 80 per cent. market share in both gum and coughcandy (source: Nielsen). Gum is sold mainly under the Trident, Clorets, Bubbaloo and Chiclets brands, and candyunder the Halls brand.

South America

Revenue £430m

Number of employees 5,200

Number of manufacturing sites 3

Main markets Brazil, Argentina, Venezuela, Colombia

Main brands Trident, Halls, Bubbaloo, Chiclets, Beldent

The Group has businesses in Brazil, Argentina, Venezuela, Colombia and Peru, all of which are amongst the world’s50 largest markets and also in Ecuador, Bolivia, Chile, Uruguay and Paraguay. The Group has the leading position inSouth America with a market share of nearly 20 per cent., with core strengths in gum and candy.

Confectionery is sold mainly in the impulse channel in South America through a large universe of small shops andkiosks. The Group has built a broad and deep route to market which enables it to reach consumers effectively.

Brazil is the 7th largest confectionery market in the world and the Group’s largest operating unit in South America. TheGroup has a 75 per cent. market share in gum with brands such as Trident, Chiclets and Bubbaloo.

Argentina is another sizable market where the Group has excellent market shares: 55 per cent. in gum and 24 per cent.in candy. Gum is sold mainly under the Beldent, Bazooka and Bubbaloo brands and candy, mainly under the Hallsbrand.

The Group has have similarly strong gum positions in Venezuela and Colombia with the Group’s Trident and Chicletsbrands as well as solid market shares in candy with Halls.

Asia

Revenue £337m

Number of employees 6,600

Number of manufacturing sites 10

Main markets India, Malaysia, Thailand and China

Main brands Cadbury, Dairy Milk, Bournvita, Halls, Eclairs/Choclairs, Clorets, Dentyne

The Group’s Asian businesses are concentrated in India, Malaysia, Thailand and China.

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India is the Group’s biggest operation in Asia where it has a strong legacy Cadbury presence. The business has by farthe largest share of the chocolate category and also markets candy under the Eclairs and Halls brands; Bournvita hasa strong presence in food drinks. Bubbaloo was introduced in 2007 and has since captured around 10 per cent. shareof the bubble gum market.

Malaysia is a good example of a total confectionery model in action. In a short span of five years the business hasgained a leadership position in chocolate and candy with a strong number two position in gum. Equally, Thailand is animportant market where the Group has a 59 per cent. share in gum and a 22 per cent. share in candy.

China is the world’s 6th largest confectionery market and one where the Group is seeking to grow its presence throughits leading brands — Choclairs and Halls.

Pacific

Revenue £665m

Number of employees 4,400

Number of manufacturing sites 8

Main markets Japan, Australia, New Zealand

Main brands Cadbury, The Natural Confectionery Co, Boost, Cherry Ripe, Clorets,Recaldent, Halls

The Group classifies its operations in Australia, New Zealand and Japan under the Pacific business unit. In 2008, AustraliaBeverages was separated from the Australian confectionery operations and classified as a discontinued business. Thedescription and the financial information in this section pertains only to the Group’s confectionery operations.

Australia is by far the Group’s biggest business in Pacific and a focus market, followed by Japan and New Zealand. TheGroup has a leading position in Australia with an overall 30 per cent. market share. Chocolate is a big part of revenuesin Australia and the Group has the largest market share (39 per cent.), mainly with Cadbury Dairy Milk, Cherry Ripe,Boost and a wide portfolio of other chocolate brands. The Group also has a strong presence in candy with a 21 percent. market share.

Japan is the world’s 5th largest confectionery market. Sansei Foods, which is a Japanese functional candy companythe Group bought in 2007, further strengthened the Group’s position in Japan giving us a 5 per cent. share in candy.However, the Group’s strength in Japan is in gum, and the Group has a number two position.

While New Zealand is a relatively small market, the Group is the leader in confectionery with a 41 per cent. marketshare. The Group sells both chocolate and candy in New Zealand.

Group Strategy: the “Vision into Action” Plan

The Group’s strategy for 2008-2011 is embodied in the Vision into Action (VIA) plan. The Group’s vision is to be theworld’s biggest and best confectionery company with the objective of delivering superior shareholder returns. At theheart of the plan is the performance scorecard, the Group’s financial targets, reinforced by its priorities, sustainabilitycommitments and culture.

Vision into Action Plan Priorities

The VIA sets out specific actions for each of the Group’s three strategic priorities. Every year these actions arereviewed and updated for changes in market conditions and strategic developments.

The growth priority — ‘Fewer, Faster, Bigger, Better’ — has a number of components which represent the levers atmanagement’s disposal to realise the revenue growth target in the performance scorecard.

The efficiency priority comprises the initiatives that drive cost and efficiency gains. The key efficiency target isencapsulated in the ambition to improve the underlying operating profit margins from around 10 per cent. in 2007 tomid-teens by 2011.

The capability priority ensures that the Group continues to invest in capabilities to support growth and efficiencyagendas.

Performance Scorecard

The Group aims to achieve the Group’s vision through delivering the performance scorecard:

k annual organic revenue growth of 4 to 6 per cent.;

k total confectionery share gain;

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k mid-teens trading margin by 2011;

k strong dividend growth;

k efficient balance sheet; and

k growth in return on invested capital.

Business of CSF and CSI

The principal business of CSF is to undertake finance and treasury activities on behalf of the Group including fundingand foreign exchange.

The principal business of CSI is to hold certain investments forming part of the assets of the Group.

(A) Selected Financial Information in respect of Cadbury Public Limited Company (IFRS basis)

Audited Financial Information

The following summary financial information is extracted from the Annual Report and Accounts for Cadbury plc for thefinancial year ended 31st December 2008, which include the audited consolidated financial statements of Cadbury plcfor the year ended 31 December 2008 on pages 80-139, a complete copy of which (including the explanatory notesrelevant to the information set out below) is available as specified under the heading “Documents Incorporated byReference” on page 9.

Consolidated Income Statement (IFRS basis)

2008Full year1

2007Full year

(re-presented)1

2006Full year

(re-presented)1

£m £m £m

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,384 4,699 4,483

Profit from Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 388 278 328

Share of result in associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 8 (15)

Profit before Financing and Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 398 286 313

Investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 56 50

Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (50) (88) (119)

Profit before Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 400 254 244

Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (30) (105) (68)

Profit for the Period from continuing operations . . . . . . . . . . . . . . . . . . . . . . . 370 149 176

(Loss) / profit for the Period from discontinued operations . . . . . . . . . . . . . . . . (4) 258 989

Profit for the Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 366 407 1,165

69

Consolidated Balance Sheet

31st December2008

(audited)£m

31st December2007

(audited)£m

ASSETS

Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,990 8,667

Current Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,635 2,600

Non-current assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 270 71

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,895 11,338

LIABILITIES

Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,388) (4,614)

Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,876) (2,533)

Liabilities directly associated with assets classified as held for sale . . . . (97) (18)

TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,361) (7,165)

NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,534 4,173

EQUITY

Equity attributable to equity holders of the parent. . . . . . . . . . . . . . . . . . 3,522 4,162

Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 11

TOTAL EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,534 4,173

(B) Selected Financial Information in respect of Cadbury Holdings Limited (UK GAAP basis)

The following summary financial information is extracted from the audited financial statements for Cadbury Holdingsfor the financial year ended 31st December 2008, a complete copy of which (including the explanatory notes relevantto the information set out below) is available as specified under the heading “Documents Incorporated by Reference”on page 9.

Company profit and loss account (UK GAAP basis)

2008Full year

£m

2007Full year

£m

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164 108

Profit / (Loss) before Financing and Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,444 (134)

Investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 13

Finance costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (139) (153)

Profit / (Loss) on ordinary activities before Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,317 (274)

Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84 63

Profit / (Loss) for the Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,401 (211)

Company Balance Sheet (UK GAAP basis)

31stDecember

2008(audited)

£m

31stDecember

2007(audited)

£m

ASSETS

Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,464 4,518

Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 342 262

TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,806 4,780

LIABILITIES

Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,688) (2,195)

Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (43) (154)

TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,731) (2,349)

NET ASSETS AND EQUITY SHAREHOLDERS FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,075 2,431

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(C) Selected Financial Information in respect of Cadbury Schweppes Investments plc and CadburySchweppes Finance p.l.c. (UK GAAP basis)

The selected historical financial information set out below is extracted from the audited financial statements for thefinancial years ended 31st December 2008 and 31st December 2007 for each of CSI and CSF has been prepared inaccordance with UK GAAP prevailing at the date of the relevant financial years.

Cadbury Schweppes Investments plc

2008£’000s

2007£’000s

(Loss) / profit on ordinary activities before taxation . . . . . . . . . . . . . . . . . . . . . . . . . . 4,255 7,338

Tax on profit on ordinary activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,936 6,553

Profit for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,191 13,891

Net Assets and Equity Shareholders funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129,318 47,563

Cadbury Schweppes Finance p.l.c.

2008£’000s

2007£’000s

(Loss) / profit on ordinary activities before taxation . . . . . . . . . . . . . . . . . . . . . . . . . . (156,158) 60,987

Tax on (loss)/profit on ordinary activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (16,248) (18,406)

(Loss) / profit for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (172,406) 42,581

Net Assets and Equity Shareholders funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 390,098 213,662

71

Organisational Structure

CSF and CSI are wholly-owned direct subsidiaries of Cadbury Holdings, and are dependent upon the Group for theirbusiness activities. For further information in respect of such dependency, please see “Risk Factors — StructuralSubordination and Dependencies” on page 14 of this Prospectus.

Administrative, Management and Supervisory Bodies

The directors of Cadbury Holdings and their functions within the company and their principal activities outside theGroup are as follows:

Name Function Other directorships/significant activities

A R J Bonfield Director —

J M Mills Director and Secretary —

H T Stitzer Director Diageo plc

H A Udow Director —

A R Williams Director —

The business address of each of the directors is the registered office of Cadbury Holdings.

The directors of CSF and their functions within CSF are as follows:

Name Function

P Caywood Director

A R J Bonfield Director

J D Marshall Director

J M Mills Director

A R Williams Director

The business address of each of the directors is the registered office of Cadbury Holdings.

None of the directors has a potential or actual conflict of interest between any duties owed to CSF and his or her privateinterests or other duties.

The directors of CSI and their functions within CSI are as follows:

Name Function

P Caywood Director

A R J Bonfield Director

J D Marshall Director

J M Mills Director

A R Williams Director

The business address of each of the directors is the registered office of Cadbury Holdings.

None of the directors has a potential or actual conflict of interest between any duties owed to CSI and his or her privateinterests or other duties.

UK Corporate Governance

In 2008, the Group complied with the provisions of the Code of Best Practice set out in Section 1 of the July 2006 FRCCombined Code on Corporate Governance, and applied the main and supporting principles throughout the year,except for two minor instances.

Details relating to board practice and make-up of the board committees can be found on pages 58 to 65 of theAnnual Report of Cadbury plc for the financial year ended 31st December 2008.

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Additional information

The share capital of Cadbury Holdings is as follows:

Date ofProspectus

As at31st December

2008£ £

Authorised:

3,200,000,000 ordinary shares of 12.5p each . . . . . . . . . . . . . . . . . . . . . . . . 400,000,000 400,000,000

Allotted, called up, and fully paid up:

ordinary shares of 12.5p each . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,114,072,106 2,114,072,106

The share capital of CSF is as follows:

Date ofProspectus

As at31st December

2008£ £

Authorised:

48,000,000 ordinary shares of 25p each . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,000,000 12,000,000

Allotted, called up, and fully paid up:

48,000,000 ordinary shares of 25p each . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,000,000 12,000,000

The share capital of CSI is as follows:

Date ofProspectus

As at31st December

2008£ £

Authorised:

7,001,000 ordinary shares of £1.00 each . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,001,000 7,001,000

Allotted, called up, and fully paid up:

7,001,000 ordinary shares of £1.00 each . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,001,000 7,001,000

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TAXATION

United Kingdom Taxation

The comments below, which are of a general nature and are based on the Issuers’ understanding of current UnitedKingdom law and H. M. Revenue & Customs practice, describe only the United Kingdom withholding tax treatment ofpayments in respect of the Notes. They do not deal with any other United Kingdom taxation implications of acquiring,holding or disposing of Notes nor do they deal with certain classes of person (such as dealers and Noteholderswho arenot the absolute beneficial owners of their Notes and interest thereon). The United Kingdom tax treatment ofprospective Noteholders depends on their individual circumstances and may be subject to change in the future.Prospective holders of Notes who are in any doubt as to their tax position or who may be subject to tax in a jurisdictionother than the United Kingdom are strongly advised to consult their own professional advisers.

1. Payments of interest on the Notes may be made without withholding or deduction for or on account of UnitedKingdom income tax provided that the Notes are and continue to be listed on a “recognised stock exchange”within the meaning of section 1005 of the Income Tax Act 2007. The London Stock Exchange is a “recognisedstock exchange”. Securities will be treated as listed on the London Stock Exchange if they are included in theOfficial List (within the meaning of and in accordance with the provisions of Part 6 of FSMA) and admitted totrading on the London Stock Exchange. Provided, therefore, that the Notes remain so listed, interest on theNotes will be payable without withholding or deduction for or on account of United Kingdom tax.

Interest on the Notes may also be paid without withholding or deduction for or on account of United Kingdom taxwhere interest on the Notes is paid by a company and, at the time the payment is made, the Issuer reasonablybelieves (and any person by or through whom interest on the Notes is paid reasonably believes) that thebeneficial owner is within the charge to United Kingdom corporation tax as regards the payment of interest or thepayment is made to one of the classes of exempt bodies or persons set out in sections 935 to 937 of the IncomeTax Act 2007; provided that H.M. Revenue & Customs has not given a direction that the interest should be paidunder deduction of tax.

Interest on the Notes may also be paid without withholding or deduction for or on account of United Kingdom taxwhere the Notes have a maturity date less than one year from the date of issue (and the Notes are not issuedunder arrangements, the effect of which is to render such Notes part of a borrowing with a total term of a year ormore).

In other cases an amount must generally be withheld on account of United Kingdom income tax at the basic rate(currently 20 per cent.) from payments of interest on the Notes, subject to any direction to the contrary by H.M.Revenue & Customs under any applicable double tax treaty.

2. Noteholders may wish to note that, in certain circumstances, H.M. Revenue & Customs has power to obtaininformation (including the name and address of the beneficial owner of the interest) from any person in the UnitedKingdom who either pays or credits interest to or receives interest for the benefit of a Noteholder. H.M.Revenue & Customs also has power, in certain circumstances, to obtain information from any person in theUnited Kingdom who pays amounts on the redemption of Notes which are deeply discounted securities for thepurposes of the Income Tax (Trading and Other Income) Act 2005 to, or receives such amounts for the benefit of,another person, although H.M. Revenue & Customs published practice indicates that H.M. Revenue & Customswill not exercise its power to require this information in respect of amounts payable on the redemption of deeplydiscounted securities where such amounts are paid on or before 5th April, 2010. Such information may includethe name and address of the beneficial owner of the amount payable on redemption. Any information obtainedmay, in certain circumstances, be exchanged by H.M. Revenue & Customs with the tax authorities of thejurisdiction in which the Noteholder is resident for tax purposes.

3. The references to “interest” in paragraph 1 above mean “interest” as understood in United Kingdom tax law. Thestatements in paragraph 1 above do not take any account of any different definitions of “interest” which mayprevail under any other law or which may be created by the terms and conditions of the Notes or any relateddocumentation.

4. Where Notes are issued on terms that a premium is or may be payable on redemption, as opposed to beingissued at a discount, then it is possible that any such element of premium may constitute a payment of interest.Payments of interest are subject to withholding on account of United Kingdom tax as outlined in paragraph 1above.

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5. Where Notes are issued at an issue price of less than 100 per cent. of their principal amount (i.e. at a discount),any payments in respect of the accrued discount element on any such Notes will not be made subject to anywithholding or deduction for or on account of United Kingdom income tax as long as they do not constitutepayments in respect of interest, but may be subject to the reporting requirements outlined in paragraph 2 above.

6. Where interest has been paid under deduction of United Kingdom income tax, Noteholders who are not residentin the United Kingdom may be able to recover all or part of the tax deducted under an appropriate provision in anapplicable double taxation treaty.

EU Savings Directive

Under EC Council Directive 2003/48/EC on the taxation of savings income (which has been implemented into UK law),each Member State is required to provide to the tax authorities of another Member State details of payments of interest(or similar income) paid by a person within its jurisdiction to, or collected by a person for, an individual resident in thatother Member State. However, for a transitional period, Austria, Belgium and Luxembourg are instead required (unlessduring that period they elect otherwise) to operate a withholding system in relation to such payments (the ending ofsuch transitional period being dependent upon the conclusion of certain other agreements relating to informationexchange with certain other countries). A number of non-EU countries and territories including Switzerland haveagreed to adopt similar measures (either provision of information or a transitional withholding system in the case ofSwitzerland).

On 24th April 2009, the European Parliament approved an amended version of certain changes proposed by theEuropean Commission to these provisions which would, if implemented, cause them to apply in a wider range ofcircumstances.

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SUBSCRIPTION AND SALE

The Dealers have in a programme agreement (such Programme Agreement as amended and/or supplemented and/orrestated from time to time, the “Programme Agreement”) dated 22 June 2009 agreed with the Issuers a basis uponwhich they or any of them may from time to time agree to purchase Notes. Any such agreement will extend to thosematters stated under “Form of the Notes” and “Terms and Conditions of the Notes”. In the Programme Agreement, theIssuers have agreed to reimburse the Dealers for certain of their expenses in connection with the establishment andany future update of the Programme and the issue of Notes under the Programme and to indemnify the Dealersagainst certain liabilities incurred by them in connection therewith.

United States

The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within theUnited States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from theregistration requirements of the Securities Act. The Notes are subject to U.S. tax law requirements and may not beoffered, sold or delivered within the United States or its possessions or to a United States person, except in certaintransactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by theU.S. Internal Revenue Code of 1986 and regulations thereunder.

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required torepresent and agree, that it will not offer, sell or deliver Notes (i) as part of their distribution at any time or (ii) otherwiseuntil 40 days after the completion of the distribution, as determined and certified by the relevant Dealer or, in the case ofan issue of Notes on a syndicated basis, the relevant lead manager, of all Notes of the Tranche of which such Notes area part, within the United States or to, or for the account or benefit of, U.S. persons. Each Dealer has further agreed, andeach further Dealer appointed under the Programme will be required to agree, that it will send to each dealer to which itsells any Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions onoffers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used inthis paragraph have the meanings given to them by Regulation S under the Securities Act.

Until 40 days after the commencement of the offering of any Series of Notes, an offer or sale of such Notes within theUnited States by any dealer (whether or not participating in the offering) may violate the registration requirements ofthe Securities Act if such offer or sale is made otherwise than in accordance with an available exemption fromregistration under the Securities Act.

Each issuance of Index Linked Notes or Dual Currency Notes shall be subject to such additional U.S. sellingrestrictions as the Issuer and the relevant Dealer may agree as a term of the issuance and purchase of such Notes,which additional selling restrictions shall be set out in the applicable Final Terms.

Public Offer Selling Restriction under the Prospectus Directive

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive(each, a “Relevant Member State”), each Dealer has represented and agreed, and each further Dealer appointed underthe Programme will be required to represent and agree, that with effect from and including the date on which theProspectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has notmade and will not make an offer of Notes to the public in that Relevant Member State, except that it may, with effect fromand including the Relevant Implementation Date, make an offer of Notes to the public in that Relevant Member State:

(a) if the final terms in relation to the Notes specify that an offer of those Notes may be made other than pursuant toArticle 3(2) of the Prospectus Directive in that Relevant Member State (a “Non-exempt Offer”), following the dateof publication of a prospectus in relation to such Notes which has been approved by the competent authority inthat Relevant Member State or, where appropriate, approved in another Relevant Member State and notified tothe competent authority in that Relevant Member State, provided that any such prospectus has subsequentlybeen completed by the final terms contemplating such Non-exempt Offer, in accordance with the ProspectusDirective, in the period beginning and ending on the dates specified in such prospectus or final terms, asapplicable;

(b) at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not soauthorised or regulated, whose corporate purpose is solely to invest in securities;

(c) at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the lastfinancial year; (2) a total balance sheet of more than e43,000,000 and (3) an annual net turnover of more thane50,000,000, as shown in its last annual or consolidated accounts; or

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(d) at any time to fewer than 100 natural or legal persons (other than qualified investors as defined in the ProspectusDirective) subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for anysuch offer; or

(e) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Notes referred to in (b) to (e) above shall require any Obligor or any Dealer to publish aprospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of theProspectus Directive.

For the purposes of this provision, the expression an “offer of Notes to the public” in relation to any Notes in anyRelevant Member State means the communication in any form and by any means of sufficient information on theterms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes,as the same may be varied in that Member State by any measure implementing the Prospectus Directive in thatMember State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevantimplementing measure in each Relevant Member State.

United Kingdom

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required torepresent and agree, that:

(i) in relation to any Notes having a maturity of less than one year, (a) it is a person whose ordinary activities involve itin acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of itsbusiness and (b) it has not offered or sold and will not offer or sell any Notes other than to persons whoseordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or asagent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage ordispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Noteswould otherwise constitute a contravention of Section 19 of FSMA by any relevant Obligor;

(ii) it has only communicated or caused to be communicated and will only communicate or cause to be commu-nicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of FSMA)received by it in connection with the issue of any Notes in circumstances in which Section 21(1) of FSMA doesnot apply to any relevant Obligor; and

(iii) it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it inrelation to any Notes in, from or otherwise involving the United Kingdom.

Japan

The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (LawNo. 25 of 1948, as amended; the “FIEA”) and each Dealer has represented and agreed and each further Dealerappointed under the Programme will be required to represent and agree that it will not offer or sell any Notes, directly orindirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, paragraph 1, Article 6 ofthe Foreign Exchange and Foreign Trade Control Law (Law No. 228 of 1949, as amended)), or to others for re-offeringor resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan except pursuant to an exemptionfrom the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws,regulations and ministerial guidelines of Japan.

France

Each Obligor and each Dealer has represented and agreed that, it has not offered or sold, and will not offer or sell,directly or indirectly, Notes to the public in France, and has not distributed or caused to be distributed and will notdistribute or cause to be distributed to the public in France this Prospectus, the relevant Final Terms or any otheroffering material relating to the Notes, and that such offers, sales and distributions have been and shall only be made inFrance to qualified investors (investisseurs qualifiés) acting for their own account, as defined in Articles L.411-1,L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier and the décret no. 98-880 dated 1 October1998 and in Articles 215-1 and 215-2 of the Réglement Général de l’Autorité des Marchés Financiers, except thatqualified investors shall not include individuals. This document has not been submitted to the Autorité des MarchésFinanciers for approval and does not constitute an offer for sale or subscription of financial instruments in France.

General

Each Dealer has agreed and each further Dealer appointed under the Programme will be required to agree that it will(to the best of its knowledge and belief) comply with all applicable securities laws and regulations in force in any

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jurisdiction in which it purchases, offers, sells or delivers Notes or possesses or distributes this Prospectus and willobtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it of Notes underthe laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers,sales or deliveries and none of Cadbury Holdings, CSF, CSI or any of the Dealers shall have any responsibility therefor.

None of Cadbury Holdings, CSF, CSI or any of the Dealers represents that Notes may at any time lawfully be sold incompliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemptionavailable thereunder, or assumes any responsibility for facilitating such sale.

With regard to each Tranche, the relevant Dealer will be required to comply with such other restrictions as the relevantIssuer and the relevant Dealer shall agree and as shall be set out in the applicable Final Terms.

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GENERAL INFORMATION

Authorisation

The establishment of the Programme and the issue of Notes have been duly authorised by resolutions of the boards ofdirectors of Cadbury Schweppes Public Limited Company (now Cadbury Holdings), CSF and CSI dated 7th May 1999and 18th May 1999 respectively.

The giving of the guarantee by Cadbury Holdings for Notes issued by CSF and CSI was duly authorised by resolutionsof the board of directors of Cadbury Holdings (then Cadbury Schweppes Public Limited Company) passed on 7th May1999. The giving of the guarantee by CSF for Notes issued by CSI was authorised by a resolution of the board ofdirectors of CSFon 31st August 2006. The giving of the guarantee by CSI for Notes issued by CSF was authorised by aresolution of the Board of Directors of CSI on 31st August 2006.

The update of the Programme has been duly authorised by a resolution of a committee of the board of directors ofCadbury Holdings dated 17 June 2009, by a resolution of the board of directors of CSF dated 17 June 2009 and by aresolution of the board of directors of CSI dated 17 June 2009.

Listing of Notes by the UK Listing Authority

The admission of Notes to the Official List will be expressed as a percentage of their nominal amount (excludingaccrued interest). It is expected that each Tranche of Notes which is to be admitted to the Official List and to trading onthe London Stock Exchange’s regulated market will be admitted separately as and when issued, subject only to theissue of a Global Note or Notes initially representing the Notes of such Tranche. Application has been made to the UKListing Authority for Notes issued under the Programme to be admitted to the Official List and to the London StockExchange for such Notes to be admitted to trading on the London Stock Exchange’s regulated market. The listing ofthe Programme in respect of Notes is expected to be granted on or before 25 June 2009.

Documents Available

For the period of 12 months following the date of this Prospectus, copies of the following documents will, whenpublished, be available from the registered office of each Issuer and Cadbury Holdings and from the specified office ofthe Paying Agent for the time being in London:

(i) the Memorandum and Articles of Association of each of the Issuers and Cadbury Holdings;

(ii) Cadbury Holdings Report and Accounts for the financial year ended 31st December 2008;

(iii) Cadbury Schweppes Public Limited Company Report and Accounts for the financial year ended 31st December2007;

(iv) Cadbury plc Annual Report and Accounts for the financial year ended 31st December 2008;

(v) CSF’s Annual Report and Accounts for the financial years ended 31st December 2008 and 31st December2007;

(vi) CSI’s Annual Report and Accounts for the financial years ended 31st December 2008 and 31st December 2007;

(vii) the Programme Agreement, the Agency Agreement, the Trust Deed and the forms of the Global Notes, theNotes in definitive form, the Receipts, the Coupons and the Talons;

(viii) the guarantees given by each of Cadbury Holdings, CSF and CSI;

(ix) a copy of this Prospectus;

(x) any future offering circulars, prospectuses, information memoranda, supplements and Final Terms (save that aFinal Terms relating to a Note which is neither admitted to trading on a regulated market in the EuropeanEconomic Area nor offered in the European Economic Area in circumstances where a prospectus is required tobe published under the Prospectus Directive will only be available for inspection by a holder of such Note andsuch holder must produce evidence satisfactory to the Paying Agent as to its holding of Notes and identity) to thisProspectus and any other documents incorporated herein or therein by reference; and

(xi) in the case of each issue of Notes admitted to trading on the London Stock Exchange’s regulated marketsubscribed pursuant to a subscription agreement, the subscription agreement (or equivalent document).

Clearing Systems

The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg (which are the entities incharge of keeping records). The appropriate Common Code and ISIN for each Tranche of Notes allocated by Euroclear

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and Clearstream, Luxembourg will be specified in the applicable Final Terms. If the Notes are to clear through anadditional or alternative clearing system (including Sicovam) the appropriate information will be specified in the applicableFinal Terms. The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brusssels and theaddress of Clearstream, Luxembourg is Clearstream Banking, 42 Avenue JF Kennedy, L-1855 Luxembourg.

Significant or Material Change

There has been no significant change in the financial or trading position of Cadbury Holdings, CSF, CSI or the Groupsince, 31 December, 2008. In addition, there has been no material adverse change in the financial or trading position orprospects of Cadbury Holdings, CSF, CSI or the Group since 31 December, 2008.

Conditions for determining price

The price and amount of Notes to be issued under the Programme will be determined by the relevant Issuer and therelevant Dealer at the time of issue in accordance with prevailing market conditions.

Litigation

Other than as set out below, none of CSF or CSI or any other member of the Group is or has been involved in anygovernmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened ofwhich any of the Issuers is aware) which may have or have had in the 12 months preceding the date of this documentsignificant effects on the financial position or profitability of any of the Issuers or the Group. Except where stated, theIssuers are unable to quantify the amount of the claims set out below.

Cadbury Adams USA LLC (“Cadbury Adams”) is the defendant in an action brought by Wm. Wrigley Jr. Company(“Wrigley”) alleging infringement by certain Cadbury Adams gum products of Wrigley’s US patent relating to gums withspecific cooling compounds. Wrigley has asserted damages in excess of US$50 million including interest and costs(and enhanced damages for wilful infringement) if Wrigley prevails on patent infringement and validity. Cadbury Adamshas asserted counterclaims and is vigorously defending this action. Cadbury Adams filed a motion for summaryjudgment of invalidity of the asserted claim 34 of Wrigley’s 233 Patent on 15 June, 2007. Decisions on the pendingmotions are expected in late June 2009.

The Canadian Competition Bureau is conducting an investigation in respect of alleged price fixing activities among thefour largest chocolate confectionery companies operating in Canada (including the Group) and a large Canadianconfectionery distributor. This investigation is ongoing. A number of civil class actions have also been filed against thefour manufacturers and the distributor. In each action, the plaintiffs allege violations by the defendants of theCompetition Act and various torts and they claim damages and other relief on behalf of purchasers of chocolateconfectionery products in Canada during the period from January 2000 to November 2007 and, in certain cases,beyond this period. To date, the Group is aware of eleven class actions that have been commenced in nine of the tenprovinces. In the first Ontario class action, the plaintiffs seek general damages of C$200 million (Canadian dollars),punitive damages of C$20 million and other relief on behalf of a national class of purchasers (excluding purchasers inQuebec and British Columbia). In the second Ontario class action, the plaintiff has named an entity in the Dr PepperSnapple Group, Inc. group and seeks general damages of C$50 million, punitive damages of C$5 million and otherrelief on behalf of a national class of purchasers. In the Quebec class action, the plaintiff seeks general damages ofC$15 million, punitive damages of C$5 million and other relief on behalf of a class of Quebec purchasers only. In thefirst Saskatchewan class action, the plaintiff seeks general damages of C$200 million, unspecified punitive damagesand other relief on behalf of a class of Saskatchewan purchasers only. The second class action in Saskatchewan andthe remaining class actions in British Columbia, Alberta, Manitoba, Nova Scotia, New Brunswick and Newfoundlanddo not specify an amount of damages. The Group’s potential liability in relation to these matters is not quantifiable atthis stage.

A number of civil class action suits were originally filed against Nestlé, Mars, Hershey and the Group in various USfederal district courts and two state courts. All of these lawsuits have been consolidated in the US Federal DistrictCourt in Pennsylvania. The plaintiffs allege anti-trust violations by the defendants of the US Sherman Act and the USClayton Act (among other statutes) and claim damages and other relief on behalf of purchasers of chocolate in theUnited States from January 2002 to the date of filing of the consolidated complaints in August 2008. The defendantsmoved to dismiss the actions for failure to state a claim. These motions were denied by the Court, although a motion forreconsideration by Cadbury Adams Canada, Inc. is still pending. In addition, as co-defendants in the civil class actionproceedings, Cadbury plc and Cadbury Holdings filed a motion to dismiss the actions against them on the grounds oflack of personal jurisdiction and that motion is still pending. The actions do not specify an amount of damages.

The Office of Fair Trading (“OFT”) is conducting an investigation into suspected infringements of the Chapter Iprohibition of the Competition Act 1998 (the “Chapter I prohibition”) in the grocery retail sector. The subject of the

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OFT’s investigation is suspected “indirect retail price coordination” between major retailers and their suppliers, wherea retailer discloses information concerning its retail pricing intentions to a supplier and the supplier then passes thisinformation on to other retailers who are competing with the disclosing retailer.

As part of the OFT investigation, Cadbury UK received a formal request for information pursuant to section 26 of theCompetition Act 1998 (the “Section 26 Notice”) on 25th April 2008. The Section 26 Notice requested information anddocuments in respect of certain Cadbury UK biscuit products. Cadbury UK is co-operating fully with the OFT’sinvestigation.

In November 2006, a significant mis-statement of the financial position of Cadbury Nigeria PLC was discovered. As aresult of this, a shareholder’s association called “Maxifund” have lodged a claim for damages against Cadbury NigeriaPLC due to the alleged loss that has been caused by the drop in Cadbury Nigeria PLC’s share price following theannouncement of the mis-statement. The court has part heard the case of Maxifund and is due to begin hearing thenext phase of the proceedings on 24 June 2009. Maxifund initially claimed Nigerian Naira 1 million but amended theirclaim and are seeking Nigerian Naira 1 billion in general damages (approximately US$7 million) and Nigerian Naira16 million (approximately US$110 thousand) in special damages.

In December 2006, Cadbury Pty Ltd. (formerly known as Cadbury Schweppes Pty Ltd.) filed a statement of claim in theFederal Court of Australia against Amcor Limited and Amcor Packaging (Australia) Pty Ltd. (“Amcor”) claimingcompensation for financial losses it has incurred as a result of Amcor’s involvement in anti-competitive arrangementsin breach of the Trade Practices Act 1974. Amcor has cross-claimed against certain companies in the Visy group(“Visy”). As at 15th June 2009 (the latest practicable date prior to the publication of this Prospectus), the parties arecurrently filing their evidence and working through orders for discovery and other interlocutory steps. A trial date hasbeen fixed for 22nd July 2009. As filed, the claim is in excess of A$200 million (Australian dollars).

Auditors

The auditors of Cadbury plc, Cadbury Holdings, CSF and CSI are Deloitte LLP, 2 New Street Square, LondonEC4A 3BZ, Chartered Accountants & Registered Auditors (the “Auditors”), who have audited each of CadburyHoldings, CSF and CSI accounts, without qualification, in accordance with international standards of auditing in theUnited Kingdom for the financial years ended 31st December 2006, 31st December 2007 and 31st December 2008and who have audited Cadbury plc’s accounts, without qualification, in accordance with generally accepted auditingstandards in the United Kingdom for the financial year ended 31st December 2008. The auditors of Cadbury Holdings,CSF and CSI have no material interest in either of the Issuers or in the Guarantors.

Contracts (Rights of Third Parties) Act 1999

The Contracts (Rights of Third Parties) Act 1999 (the “Act”) was enacted on 11th November, 1999 and provides, interalia, that persons who are not parties to a contract governed by the laws of England and Wales or Northern Ireland maybe given enforceable rights under such contract. Unless specifically provided in the relevant Final Terms to thecontrary, this Programme expressly excludes the application of the Act to any issue of Notes under the Programme.

Auditors’ certificates

The Trust Deed provides that any certificate or report of the Auditors or any other person called for by or provided to theTrustee in accordance with or for the purposes of the Trust Deed may be relied upon by the Trustee as sufficientevidence of the facts stated therein whether or not such certificate or report and/or any engagement letter or otherdocument entered into by the Trustee in connection therewith contains a monetary or other limit on the liability of theAuditors or such other person in respect thereof.

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ISSUERS

Cadbury Schweppes Finance p.l.c. Cadbury Schweppes Investments plc

Cadbury House Cadbury House

Sanderson Road Sanderson Road

Uxbridge Uxbridge

Middlesex UB8 1DH Middlesex UB8 1DH

(registered and head office) (registered and head office)

GUARANTORS

Cadbury Holdings Limited Cadbury Schweppes Finance p.l.c.

Cadbury House Cadbury House

Sanderson Road Sanderson Road

Uxbridge Uxbridge

Middlesex UB8 1DH Middlesex UB8 1DH

(registered and head office) (registered and head office)

Cadbury Schweppes Investments plcCadbury HouseSanderson Road

UxbridgeMiddlesex UB8 1DH

(registered and head office)

TRUSTEEThe Law Debenture Trust Corporation p.l.c.

Fifth Floor100 Wood Street

London EC2V 7EX

ISSUING AND PRINCIPAL PAYING AGENTThe Bank of New York Mellon

40th FloorOne Canada Square

London E14 5AL

PAYING AGENTThe Bank of New York Mellon (Luxembourg) S.A.

Corporate Trust ServiceAerogolf Centre-1A

HoehenhofL-1736 Senningerberg

Luxembourg

LEGAL ADVISERSTo the Issuers and the Guarantors

Slaughter and MayOne Bunhill Row

London EC1Y 8YY

To the Dealers and the TrusteeAllen & Overy LLPOne Bishops Square

London E1 6AD

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AUDITORSTo the Issuers and the Guarantors

Deloitte LLP2 New Street SquareLondon EC4A 3BZ

ARRANGERDeutsche Bank AG, London Branch

Winchester House1 Great Winchester Street

London EC2N 2DB

DEALERS

BNP PARIBAS10 Harewood Avenue

London NW1 6AA

Cooperatieve CentraleRaiffeisen-Boerenleenbank B.A.

(trading as Rabobank International)Thames Court

One QueenhitheLondon EC4V 3RL

Deutsche Bank AG, London BranchWinchester House

1 Great Winchester StreetLondon EC2N 2DB

HSBC Bank plc8 Canada SquareLondon E14 5HQ

J.P. Morgan Securities Ltd.125 London Wall.London EC2Y 5AJ

Merrill Lynch InternationalMerrill Lynch Financial Centre

2 King Edward StreetLondon EC1A 1HQ

National Australia Bank LimitedABN 12 004 044 937

88 Wood StreetLondon EC2V 7QQ

The Royal Bank of Scotland plc135 Bishopsgate

London EC2M 3UR

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