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Contents : NOT FOR RELEASE PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN INTO OR FROM JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION For Immediate Release 9 November 2009 OFFER by KRAFT FOODS INC. for CADBURY PLC SUMMARY Kraft Foods is pleased to announce the terms of an Offer for Cadbury Kraft Foods will offer to acquire the whole of the issued and to be issued share capital of Cadbury as follows: for each Cadbury Share 300 pence in cash and 0.2589 New Kraft Foods Shares 1 200 pence in cash and 1.0356 New Kraft Foods Shares for each Cadbury ADS The terms of Kraft Foods' Offer reflect all publicly available information on Cadbury including its recent interim management statement The Offer represents a substantial premium to the unaffected share price of Cadbury The Offer represents an attractive multiple of Cadbury's underlying EBITDA Kraft Foods' current trading and prospects are strong Kraft Foods' estimated cost synergies have been carefully evaluated and are in line with precedent transactions including Cadbury's acquisition of Adams Cadbury Shareholders will share in the benefits of a combination including synergies through the share element of the consideration No other potential offeror has publicly declared its interest in acquiring Cadbury Kraft Foods remains committed to maintaining a financially disciplined approach Commenting on the Offer Irene Rosenfeld Chairman and CEO of Kraft Foods said: "We remain convinced of the strategic merits for both companies of combining Kraft Foods and Cadbury. We believe that our proposal offers the best immediate and long-term value for Cadbury's shareholders and for the company itself compared with any other option currently available including Cadbury remaining independent." This summary should be read in conjunction with the full text of the following announcement. Enquiries: Kraft Foods Perry Yeatman Chris Jakubik Lazard (lead financial adviser) (Media) (Investors) +1 847 646 4538 +1 847 646 5494 Jeffrey Rosen Antonio Weiss William Rucker Peter Kiernan Citigroup (corporate broking) David James Deutsche Bank (corporate broking) James Agnew +1 212 632 6000 +1 212 632 6000 +44 20 7187 2000 +44 20 7187 2000 +44 20 7986 4000 +44 20 7545 8000 Brunswick Group (public relations) Richard Jacques Jonathan Glass +44 20 7404 5959 +44 20 7404 5959 Financial advisers: Centerview Partners Robert Pruzan Citigroup Leon Kalvaria Deutsche Bank Nigel Meek Further information This announcement will be available on Kraft Foods' website (http://www.transactioninfo.com/kraftfoods/) by no later than 12 noon (London time) on 10 November 2009. The conditions to which the Offer will be subject and certain further terms of the Offer are set out in Appendix I to this announcement. Appendix II to this announcement sets out the sources and bases of certain financial and other information contained in this announcement. Appendix III to this announcement sets out a summary of the new credit agreement referred to in paragraph 16 of this announcement. Appendix IV to this announcement contains definitions of certain expressions and terms used in this announcement. Lazard & Co. Limited which is authorised and regulated in the United Kingdom by the Financial Services Authority is acting as financial adviser to Kraft Foods and no one else in connection with the contents of this announcement and the Offer and will not be responsible to any person other than Kraft Foods for providing the protections afforded to clients of Lazard & Co. Limited nor for providing advice in relation to the Offer or any matters referred to herein. Centerview Partners UK LLP which is authorised and regulated in the United Kingdom by the Financial Services Authority is acting as financial adviser to Kraft Foods and no one else in connection with the contents of this announcement and the Offer and will not be responsible to any person other than Kraft Foods for providing the protections afforded to clients of Centerview Partners UK LLP nor for providing advice in relation to the Offer or any matters referred to herein. Citigroup Global Markets Limited which is authorised and regulated in the United Kingdom by the Financial Services Authority is acting as financial adviser and corporate broker to Kraft Foods and no one else in connection with the contents of this announcement and the Offer and will not be responsible to any person other than Kraft Foods for providing the protections afforded to clients of Citigroup Global Markets Limited nor for providing advice in relation to the Offer or any matters referred to herein. Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the Financial Services Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Financial Services Authority are available on request. Deutsche Bank AG is acting as financial adviser and corporate broker to Kraft Foods and no one else in connection with the contents of this announcement and the Offer and will not be responsible to anyone other than Kraft Foods for providing the protections afforded to the clients of Deutsche Bank AG nor for providing advice in relation to the Offer or any other matters referred to herein. This announcement is not intended to and does not constitute or form part of any offer invitation or the solicitation of an offer to purchase otherwise acquire subscribe for sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to this announcement or otherwise. The Offer will be made solely by the offer documentation which will contain the full terms and conditions of the Offer including details of how it may be accepted. This announcement is not a prospectus and investors should not subscribe for any New Kraft Foods Shares except on the basis of information in the Prospectus or the Registration Statement (as appropriate) which are proposed to be published and/or filed in due course. The New Kraft Foods Shares are not being offered to the public by means of this announcement. This announcement has been prepared in accordance with English law and the Takeover Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England. The release publication or distribution of this announcement in jurisdictions other than the United Kingdom and the United States and the availability of the Offer to Cadbury Shareholders who are not resident in the United Kingdom or the United States may be affected by the laws or regulations of relevant jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom or the United States or Cadbury Shareholders who are not resident in the United Kingdom or the United States will need to inform themselves about and observe any applicable requirements. Unless otherwise determined by Kraft Foods or required by the Takeover Code and permitted by applicable law and regulation copies of this announcement are not being and must not be directly or indirectly mailed transmitted or otherwise forwarded or sent in into or from Japan or any other Restricted Jurisdiction and persons receiving this announcement (including without limitation custodians nominees and trustees) must not mail or otherwise forward distribute or send it in into or from any such jurisdiction. Any person (including without limitation any custodian nominee and trustee) who would or otherwise intends to or who may have a contractual or legal obligation to forward this announcement and/or any other related document to any jurisdiction outside the United Kingdom or the United States should inform themselves of and observe any applicable legal or regulatory requirements of their jurisdiction. Further details in relation to overseas shareholders will be contained in the Offer Document. The Offer may provide that New Kraft Foods Shares which would otherwise be issued to an accepting Cadbury Shareholder resident in a Restricted Jurisdiction may be sold and the net proceeds of sale remitted to the accepting Cadbury Shareholder. Kraft Foods reserves the right to elect with the agreement of Cadbury and the consent of the Panel (where necessary) to implement the acquisition of Cadbury by way of a court-approved scheme of arrangement in accordance with Part 26 of the 2006 Act. In such event the acquisition will be implemented on substantially the same terms subject to appropriate amendments as those which would apply to the Offer. Notice to US investors This announcement does not constitute or form part of any offer for or any solicitation of any offer for securities nor is it a solicitation of any vote or approval in any jurisdiction nor will there be any purchase or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law or regulation. The Offer is being made for securities of a UK company and United States investors should be aware that this announcement the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the Takeover Code and UK disclosure requirements format and style all of which may differ from those in the United States. Cadbury's financial statements and all Cadbury financial information that is included in this announcement or that may be included in the Offer Document or any other documents relating to the Offer have been or will be prepared in accordance with United Kingdom generally accepted accounting principles and/or International Financial Reporting Standards and thus may not be comparable to financial statements of United States companies. The Offer will be made in the United States pursuant to applicable US tender offer rules and otherwise in accordance with the requirements of the Takeover Code. Accordingly the Offer will be subject to disclosure and other procedural requirements including with respect to withdrawal rights offer timetable settlement procedures and timing of payments that may be different from those typically applicable under US domestic tender offer procedures and law. The receipt of cash and New Kraft Foods Shares pursuant to the Offer by a United States holder of Cadbury Shares may be a taxable transaction for United States federal income tax purposes and under applicable US state and local as well as foreign and other tax laws. Each holder of Cadbury Shares is urged to consult his independent professional adviser regarding the tax consequences of acceptance of the Offer. Cadbury is incorporated under the laws of England and Wales. All or some of the directors of Cadbury are residents of countries other than the United States. As a result it may not be possible for United States holders of Cadbury Shares to effect service of process within the United States upon Cadbury or such directors of Cadbury or to enforce against any of them judgements of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue Cadbury or its officers or directors in a non-US court for violations of US securities laws. Forward-looking statements This announcement contains forward-looking statements regarding the Offer expected future earnings revenues cost savings operations business trends and other such items based on Kraft Foods' plans estimates and projections. These forward-looking statements involve risks and uncertainties many of which are beyond the control of Kraft Foods that could cause Kraft Foods' actual results to differ materially from those indicated in any such forward-looking statements. Such factors include but are not limited to continued volatility of input costs pricing actions increased competition Kraft Foods' ability to differentiate its products from retailer brands unanticipated expenses in connection with litigation settlement of legal disputes regulatory investigations or enforcement actions Kraft Foods' indebtedness and ability to pay its indebtedness the shift in consumer preference to lower priced products risks from operating outside the United States tax law changes failure to obtain necessary regulatory approvals or required financing or to satisfy any of the other conditions to the combination adverse effects on the market price of Kraft Foods' Shares and on Kraft Foods' operating results because of a failure to complete the combination failure to realise the expected benefits of the combination significant transaction costs and/or unknown liabilities and general economic and business conditions that affect the Combined Group following the combination. For additional information on these and other factors that could affect Kraft Foods' forward-looking statements see Kraft Foods' filings with the SEC including Kraft Foods' most recently filed annual report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. Kraft Foods disclaims and does not undertake any obligation to update or revise any forward-looking statement in this announcement except as required by applicable law or regulation. Additional US-related information Kraft Foods intends to file a registration statement and tender offer documents with the SEC in connection with the proposed combination. United States holders of Cadbury Shares and holders of Cadbury ADSs wherever located should read those filings and any other filings made by Kraft Foods with the SEC in connection with the combination as they will contain important information. Those documents when filed as well as Kraft Foods' other public filings with the SEC may be obtained without charge at the SEC's website at www.sec.gov and at Kraft Foods' website at www.kraftfoodscompany.com. Dealing disclosure requirements Under the provisions of Rule 8.3 of the Takeover Code if any person is or becomes "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Kraft Foods or of Cadbury all "dealings" in any "relevant securities" of that company (including by means of an option in respect of or a derivative referenced to any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes or is declared unconditional as to acceptances lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding whether formal or informal to acquire an "interest" in "relevant securities" of Kraft Foods or of Cadbury they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Takeover Code all "dealings" in "relevant securities" of Kraft Foods or of Cadbury by Kraft Foods or Cadbury or by any of their respective "associates" must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction. A disclosure table giving details of the companies in whose "relevant securities" "dealings" should be disclosed and the number of such securities in issue can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise in summary when a person has long economic exposure whether conditional or absolute to changes in the price of securities. In particular a person will be treated as having an "interest" by virtue of the ownership or control of securities or by virtue of any option in respect of or derivative referenced to securities. Terms in quotation marks are defined in the Takeover Code which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8 you should consult the Panel.

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