PRICING SUPPLEMENT. Arla Foods Finance A/S Issue of SEK 500,000, per cent. Notes due 2021

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1 PRICING SUPPLEMENT Pricing Supplement dated 27 May 2016 Arla Foods Finance A/S Issue of SEK 500,000, per cent. Notes due 2021 Guaranteed by Arla Foods amba under the EUR 750,000,000 Euro Medium Term Note Programme The Base Listing Particulars referred to below (as completed by this Pricing Supplement) has been prepared on the basis that any offer of 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 Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances. The expression "Prospectus Directive"" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant Member State) and includes any relevant implementing measures in the Relevant Member State and the expression "2010 PD Amending Directive"" means Directive 2010/73/EU. PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the Base Listing Particulars dated 10 June 2015 and the supplemental Base Listing Particulars dated 20 May 2016 which together constitute a base listing particulars (the "Base Listing Particulars"). This document constitutes the Pricing Supplement of the Notes described herein and must be read in conjunction with the Base Listing Particulars. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of this Pricing Supplement and the Base Listing Particulars. The Base Listing Particulars is available for viewing at and copies may be obtained from the Issuer's registered office at Sønderhøj 14, 8260 Viby J, Denmark. 1. (i) Issuer: Arla Foods Finance A/S (ii) Guarantor: Arla Foods amba 2. (i) Series Number: 5 (ii) Tranche Number: 1 (iii) Date on which the Notes become fungible: 3. Specified Currency or Currencies: Swedish Kronor (SEK) 4. Aggregate Nominal Amount: (i) Series: SEK 500,000,000 (ii) Tranche: SEK 500,000, Issue Price: per cent. of the Aggregate Nominal Amount 6. (i) Specified Denominations: SEK 1,000,000 and integral multiples of SEK 100,000 in excess thereof - 1 -

2 (ii) Calculation Amount: SEK 100, (i) Issue Date: 31 May 2016 (ii) Interest Commencement Date: Issue Date 8. Maturity Date: 31 May Interest Basis: per cent. Fixed Rate (further particulars specified below) 10. Redemption/Payment Basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount. 11. Change of Interest or Redemption/Payment Basis: 12. Put/Call Options: Change of Control Put 13. (i) Status of the Notes: Senior (ii) Status of the Guarantee: Senior PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 14. Fixed Rate Note Provisions Applicable (i) Rate of Interest: per cent. per annum payable in arrear on each Interest Payment Date (ii) Interest Payment Date(s): 31 May in each year commencing on 31 May 2017 up to and including the Maturity Date (iii) Fixed Coupon Amount(s): SEK 1,875 per Calculation Amount (iv) Broken Amount(s): (v) Day Count Fraction: 30/360 (vi) Determination Dates: 15. Floating Rate Note Provisions 16. Zero Coupon Note Provisions PROVISIONS RELATING TO REDEMPTION 17. Call Option 18. Put Option 19. Change of Control Put Option: Applicable 20. Final Redemption Amount of each Note SEK 100,000 per Calculation Amount - 2 -

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4 PART B OTHER INFORMATION 1. LISTING AND ADMISSION TO TRADING Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the Global Exchange Market of the Irish Stock Exchange with effect from the Issue Date. 2. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER (i) Interests of natural and legal persons involved in the issue: Save for any fees payable to the Joint Lead Managers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Joint Lead Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and the Guarantor and their affiliates in the ordinary course of business (ii) Method of distribution: Syndicated (iii) If syndicated: (a) Names and addresses of Joint Lead Managers and underwriting commitments: DANSKE BANK A/S 2-12 Holmens Kanal DK-1092 Copenhagen K Denmark SEK 250,000,000 NORDEA BANK DANMARK A/S Christiansbro Strandgade 3 DK Copenhagen K Denmark PO Box 850 SEK 250,000,000 (b) Stabilisation Manager(s) (if any): (iv) If non-syndicated, name and address of Dealer: (v) 3. YIELD Indication of the overall amount of the underwriting commission and of the placing commission: 0.25 per cent. of the Aggregate Nominal Amount Indication of yield: per cent. 4. OPERATIONAL INFORMATION ISIN: XS

5 Common Code: Intended to be held in a manner which would allow Eurosystem eligibility: Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s): Delivery: Name(s) and address(es) of initial Paying Agents(s): Name(s) and address(es) of additional Paying Agents(s) (if any): Name and address of Danish Issuing Agent: Name and address of Norwegian Issuing Agent: Replacement Agent (if not the Principal Paying Agent): No. Whilst the designation is specified as No at the date of this Pricing Supplement, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of Euroclear Bank SA/NV and/or Clearstream Banking, Société Anonyme (together, the ICSDs ) as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intraday credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met. Delivery against payment HSBC Bank plc 8 Canada Square London E14 5HQ 5. DISTRIBUTION U.S. Selling Restrictions: TEFRA D - 5 -