Notice of Annual General Meeting

Texte intégral

(1)Notice of Annual General Meeting. 2008. This document is important and requires your immediate attention Please read it straight away. If you have any doubts about what action you should take, contact your independent financial adviser immediately.. SABMiller plc Incorporated in England and Wales under the Companies Act 1985 Registered Number 3528416. WorldReginfo - 996851b5-884f-486c-b056-f8cc979af45a. If you have sold or transferred all of your shares in SABMiller plc you should pass this document, and the associated voting form, to the person through whom you made the sale or transfer, for transmission to the purchaser or transferee..

(2) Letter from the Chairman SABMiller plc Incorporated in England and Wales (Registered Number 3528416) Head Office: One Stanhope Gate, London W1K 1AF Registered Office: SABMiller House, Church Street West, Woking, Surrey GU21 6HS, England Telephone: +44 1483 264000. Dear Shareholder I have great pleasure in inviting you to the tenth Annual General Meeting of SABMiller plc to be held at the InterContinental London Park Lane, One Hamilton Place, Park Lane, London W1J 7QY, England at 11.00 a.m. on Thursday, 31 July 2008. You will find with this letter: •. The Notice of Meeting, setting out the resolutions to be proposed, together with explanatory notes and guidance notes for shareholders who wish to attend the meeting or to vote by post.. •. Voting forms (proxy/voting instruction).. •. A copy of the 2008 Annual Report, including the Annual Financial Statements and the Directors’ Remuneration Report.. •. We are asking shareholders to approve the adoption of new Articles of Association, primarily to reflect the Companies Act 2006 (“CA 2006”) which received Royal Assent in November 2006. The CA 2006 repeals and restates the majority of existing companies legislation, and makes various changes. The CA 2006 is being implemented in stages, and a number of provisions have already come into force. Other provisions take effect from October 2008, and the Act will be fully implemented by October 2009. As implementation of CA 2006 is phased, we are proposing to seek shareholder approval to adopt new Articles of Association with effect from the conclusion of the AGM, principally to reflect certain provisions of the CA 2006 currently in force, but also to reflect the new provisions in CA 2006 on directors’ conflicts of interest which will come into force on 1 October 2008. It is likely that we will be proposing further changes to our Articles of Association at a future AGM to deal with subsequent implementation of CA 2006 provisions. A more detailed explanation of the changes we are proposing to make to our Articles of Association is contained in the Explanatory Notes on pages 10 to 13.. •. We are proposing to renew all the Company’s employee share incentive arrangements at the AGM. The majority of the Company’s current employee share incentive plans were adopted on the Company’s admission to the London Stock Exchange and will expire in February 2009. The proposed replacement plans broadly mirror the existing plans and a new plan is being proposed for employees of associated companies such as joint ventures. It is hoped that these new plans will continue to be successful in providing long-term, equity-based rewards to employees and directors and in aligning their interests with those of shareholders.. •. Since 1999 approximately 77 million shares in the Company have been held by Safari Limited, an unconnected company, under arrangements which entitle the group to call for the shares to be transferred to a third party or to the Company itself. In light of changes to the UK tax regime the board has determined that the Company should acquire these shares and we are proposing to seek shareholder approval to allow the Company to acquire the shares and hold them as treasury shares.. At the meeting, all resolutions and substantive decisions will be put to a vote on a poll, rather than being decided by a show of hands. We believe that this results in a more accurate reflection of the views of our shareholders. To support full poll voting for those shareholders attending the AGM, an interactive electronic voting system will provide an immediate display of poll results and will enable us to publish these results on our website within a very short time of the conclusion of the meeting. This interactive electronic voting system will reflect both proxy votes submitted prior to the meeting and the votes cast by those shareholders present at the meeting. If you are unable to attend the meeting in person, you should complete, sign and return the applicable voting form in good time before the meeting. The directors and I look forward to seeing as many of you as possible at our meeting and we thank you for your continued support. Finally, for those shareholders who are interested in acquiring additional information concerning our corporate social responsibility programme, our Sustainable Development Report 2008 is now available at our website at www.sabmiller.com.. J Meyer Kahn Chairman 2 June 2008. 2. SABMiller plc Notice of Annual General Meeting 2008. WorldReginfo - 996851b5-884f-486c-b056-f8cc979af45a. There are three items of business at the AGM to which I would draw your particular attention:.

(3) Notice of Annual General Meeting 2008. The Resolutions Resolutions 1 to 15 will be proposed as ordinary resolutions. Resolutions 16 to 19 will be proposed as special resolutions. Voting on all resolutions will be by way of a poll. 1.. To receive and adopt the financial statements for the year ended 31 March 2008, together with the reports of the directors and auditors therein.. 2.. To receive and, if thought fit, to approve the Directors’ Remuneration Report 2008 contained in the Annual Report for the year ended 31 March 2008.. 3.. To elect Mr R Pieterse as a director of the Company following his appointment by the directors.. 4.. To elect Ms M Ramos as a director of the Company following her appointment by the directors.. 5.. To re-elect Lord Fellowes, who retires following nine years continuous service, as a director of the Company.. 6.. To re-elect Mr E A G Mackay, who retires by rotation, as a director of the Company.. 7.. To re-elect Mr J A Manzoni, who retires by rotation, as a director of the Company.. 8.. To re-elect Mr M Q Morland, who retires following nine years continuous service, as a director of the Company.. 9.. have been produced to the meeting and initialled by the Chairman for the purposes of identification (subject, in the case of the Approved Plan, to approval by HM Revenue & Customs); (b) the directors be authorised to do all such acts and things necessary to implement the Plans, including the making of any changes to the rules of the Plans as may be necessary to obtain any approvals the directors may consider necessary or desirable to obtain, including (in the case of the Approved Plan) such changes to the rules of the Approved Plan as may be necessary to obtain approval from HM Revenue & Customs and/or (in the case of all of the Plans) to comply with London Stock Exchange requirements and/or the requirements of any other stock exchange on which any shares or depositary receipts of SABMiller plc may from time to time be listed and/or institutional requirements; and (c) the directors be authorised to establish any number of supplements or appendices to the Plans as they consider appropriate to take advantage of, or comply with, local laws and regulations, for the benefit of employees of the Company (or of any of its subsidiaries or associated companies participating in the Associates Plan) who are resident or working overseas or who are or would be subject to the laws of any other jurisdiction in relation to their participation in the Plans, and for whom participation in the Plans is undesirable or impractical but only if: (i). having regard to all the circumstances, any supplements, appendices or other employees’ share schemes provide substantial equality of treatment between UK employees and employees resident overseas; and. (ii). the overall limits on the number of ordinary shares in the Company which may be subscribed under the Company’s employees’ share plans may not be increased.. To re-elect Mr M C Ramaphosa, who retires following nine years continuous service, as a director of the Company.. 10. To re-elect Mr J M Kahn, who retires following nine years continuous service, as a director of the Company. 11. To confirm the proposal by the directors for the declaration of a final dividend of 42 US cents per share in respect of the year ended 31 March 2008 payable on 7 August 2008 to shareholders on the register of members at the close of business on 11 July 2008 in South Africa and the United Kingdom. 12. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company. 13. To authorise the directors to determine the remuneration of the auditors. 14. That: (a) the directors be authorised to adopt the SABMiller plc Approved Share Option Plan 2008 (the “Approved Plan”), the SABMiller plc Share Option Plan 2008, the SABMiller plc Share Award Plan 2008, the SABMiller plc Stock Appreciation Rights Plan 2008 and the SABMiller plc Associated Companies Employee Share Plan (the “Associates Plan”) (together the “Plans”), the principal features of each of which are summarised in the explanatory notes accompanying the notice of meeting of which this resolution forms part and the draft rules of which. 15. That, pursuant to and in accordance with Article 12(b) of the Company’s articles of association and Section 80 of the Companies Act 1985, the powers conferred by Article 12(b) in respect of relevant securities shall apply and be exercisable (unless previously renewed, varied or revoked by the Company in general meeting) for a period commencing on the date of the passing of this resolution and expiring at the conclusion of the next Annual General Meeting of the Company or 31 October 2009 if earlier (which shall be the Section 80 Period for the purposes of Article 12(a)(iii)) in respect of a total nominal amount of US$7,528,896 (which shall be the Section 80 Amount for the purposes of Article 12(a)(ii) for that Section 80 Period). 16. That, pursuant to and in accordance with Article 12(c) of the Company’s articles of association and Section 89 of the Companies Act 1985, the powers conferred by Article 12(c) in respect of equity securities shall apply and be exercisable (unless previously renewed, varied or revoked by the Company in general meeting) for the period commencing on the date of the passing of this resolution and expiring at the conclusion of the next Annual General Meeting of the Company or 31 October 2009 if earlier (which shall be the Section 89 Period for. Notice of Annual General Meeting 2008 SABMiller plc. 3. WorldReginfo - 996851b5-884f-486c-b056-f8cc979af45a. The directors give notice that the 2008 Annual General Meeting of SABMiller plc (the ‘Company’) will be held at the InterContinental London Park Lane, One Hamilton Place, Park Lane, London W1J 7QY, England at 11.00 a.m. on Thursday, 31 July 2008 to transact the following business:.

(4) Notice of Annual General Meeting 2008 continued the purposes of Article 12(a)(v)) in respect of a nominal amount of US$7,528,896 (which shall be the Section 89 Amount for the purposes of Article 12(a)(iv) for that Section 89 Period). 17. That the Company is unconditionally and generally authorised to make market purchases (as defined in Section 163(3) of the Companies Act 1985) of ordinary shares of US$0.10 each in the capital of the Company provided that: (a) the maximum number of ordinary shares authorised to be purchased is 150,577,927, representing approximately 10 per cent. of the issued ordinary share capital of the Company as at 14 May 2008; (b) the minimum price, exclusive of expenses, which may be paid for each such ordinary share is US$0.10; (c) the maximum price, exclusive of expenses, which may be paid for each such ordinary share shall be not more than the higher of (i) 105 per cent. of the average of the market value for such share as derived from the Daily Official List of the London Stock Exchange plc for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased and (ii) that stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation (EC 2273/2003);. (b) the contingent purchase contract between the Company and SABMiller Jersey Limited providing for the Company to have the right to purchase up to 77,368,338 of its own non-voting convertible shares (or any ordinary shares into which such non-voting convertible shares may have converted) is approved and authorised for the purposes of Section 165 of the Companies Act 1985, and the Company is authorised to enter into such contract, but so that the approval and authority conferred by this resolution shall expire on 31 January 2010. 19. That the existing articles of association of the Company be amended by adopting the regulations set out in the printed document produced to this meeting and signed by the Chairman for the purposes of identification as the articles of association of the Company, in substitution for and to the exclusion of the existing articles of association, with effect from the conclusion of this Annual General Meeting.. John Davidson General Counsel and Group Company Secretary 2 June 2008 Registered Office: SABMiller House, Church Street West, Woking, Surrey GU21 6HS. (d) unless previously renewed, varied or revoked by the Company in general meeting, the authority conferred by this resolution shall expire at the conclusion of the next Annual General Meeting of the Company or 31 October 2009 if earlier; and (e) the Company may make a contract to purchase its own ordinary shares under the authority conferred by this resolution prior to the expiry of such authority which will or may be executed wholly or partly at the expiry of such authority, and may make a purchase of its own ordinary shares in pursuance of any such contract.. (a) the existing articles of association of the Company be and are hereby amended as follows: (i). Article 4D(d)(i) shall be amended by the addition of the following sentence at the end of Article 4D(d)(i): “Non-Voting Convertible Shares shall also convert into Ordinary Shares at the Conversion Rate upon delivery by the Company to Safari of notice in writing of the Company’s intention to purchase a specified number of Non-voting Convertible Shares, such conversion to take effect at the time specified in such notice.”. (ii). 4. Article 4D(d)(ii)(bb) shall be and is hereby amended by inserting the words “,subject to the Statutes,” after the words “transferee shall” and before the words “instead be entitled”; and. SABMiller plc Notice of Annual General Meeting 2008. WorldReginfo - 996851b5-884f-486c-b056-f8cc979af45a. 18. That:.

(5) 1.. A member entitled to attend, speak and vote at the above meeting may appoint one or more proxies to attend and, upon a poll, to vote on his/her behalf provided that such proxy is appointed to exercise the rights attached to different shares held by the shareholder. A proxy need not be a member of the Company. Appointment of a proxy will not preclude a member from attending and/or voting at the meeting. Details of how to appoint the Chairman of the AGM or another person as your proxy using the proxy form are set out in the notes to the proxy form.. 2.. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the CA 2006 (“nominated persons”). Nominated persons may have a right under an agreement with the registered shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such agreement to give instructions to the person holding the shares as to the exercise of voting rights.. 3.. 4.. Registered holders of ordinary shares are entitled to attend and vote at the meeting. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those shareholders registered in the register of members of the Company 48 hours before the time for which the meeting is called shall be entitled to attend and vote at the meeting in respect of the number of ordinary shares registered in their name at that time. Changes to entries on the register of members after 48 hours before the time for which the meeting is called shall be disregarded in determining the rights of any person to attend or vote at the meeting. For the purposes of the South African section of the register of members, the reference in this note to ‘registered holders’ shall mean certificated shareholders and dematerialised shareholders with ‘own name’ registration. A form of proxy for use at the meeting is enclosed. To be effective, the instrument appointing a proxy and the power or authority (if any) under which it is signed or a notarially certified or an office copy of such power or authority must be deposited at the office of the registrars not later than 11.00 a.m., UK time (12 noon South African time) on 29 July 2008. Shareholders registered in the United Kingdom section of the register should return the form of proxy to Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Shareholders registered in the South African section of the register, who hold certificated ordinary shares, should return the form of proxy to Computershare Investor Services (Pty) Limited, PO Box 61051, Marshalltown, 2107. If the Chairman of the Meeting is appointed as proxy and no specific direction as to voting is given, the Chairman will vote in favour of the resolution.. 5.. Beneficial owners of ordinary shares contained in the South African section of the register who have dematerialised their holdings of ordinary shares in the context of STRATE, are holding such shares through a Central Securities Depositary Participant (‘CSDP’) or broker and who do not have ‘own name’ registration (‘beneficial owners’), who do not wish to attend the meeting in person, should timeously provide their CSDP or broker with their voting instructions in terms of the custody agreement entered into between the beneficial owner and the CSDP or broker. The enclosed voting instruction form may be used for this purpose. Beneficial owners wishing to attend the meeting in person should timeously contact their CSDP or broker to obtain a letter of representation to enable them to do so. Voting instructions or applications for letters of representation must be submitted to the relevant CSDP or broker within the time period required by the CSDP or broker or as stipulated in terms of the custody agreement entered into between the beneficial owner and the CSDP or broker.. 6.. A member of CREST may use the CREST electronic proxy appointment service in accordance with the procedures set out in the CREST Manual. CREST personal members, or other CREST sponsored members, and those CREST members who have appointed a voting service provider (‘VSP’), should refer to their CREST sponsor or VSP, who will be able to take the appropriate action on their behalf.. 7.. If you submit your form of proxy electronically through CREST, in order for it to be valid, the appropriate CREST message (regardless of whether it relates to the appointment of a proxy or to the amendment to the instruction given to a previously appointed proxy) must be properly authenticated in accordance with CRESTCo’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by our Registrars, Capita Registrars (ID RA10), by no later than 11.00 a.m. on 29 July 2008. The time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Registrars are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee using other means.. 8.. CREST members and, where applicable, their CREST sponsors or VSP should note that CRESTCo does not make available special procedures in CREST for any particular messages and the normal system timings and limitations apply to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a VSP, to procure that his CREST sponsor or VSP takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsor or VSP are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.. Notice of Annual General Meeting 2008 SABMiller plc. 5. WorldReginfo - 996851b5-884f-486c-b056-f8cc979af45a. General Notes.

(6) Notice of Annual General Meeting 2008 continued The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.. 10. In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in place at the meeting so that (i) if a corporate shareholder has appointed the Chairman of the meeting as its corporate representative with instructions to vote on a poll in accordance with the directions of all of the other corporate representatives for that shareholder at the meeting, then on a poll those corporate representatives will give voting directions to the Chairman and the Chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; and (ii) if more than one corporate representative for the same corporate shareholder attends the meeting but the corporate shareholder has not appointed the Chairman of the meeting as its corporate representative, a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative. Corporate shareholders are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives (www.icsa.org.uk) for further details of this procedure. The guidance includes a sample form of representation letter if the Chairman is being appointed as described in (i) above. 11. Copies of the contracts of service of directors, the contingent purchase contract referred to in Resolution 18, the draft rules of the new share incentive plans of the Company and the existing and proposed new articles of association of the Company will be available for inspection at the place of the meeting from 10.30 a.m. on the day of the meeting until the conclusion of the meeting. The existing and proposed new articles of association of the Company and the draft rules of the new share incentive plans of the Company are also available for inspection during normal business hours at the offices of the Company’s solicitors, Lovells LLP, Atlantic House, 50 Holborn Viaduct, London EC1A 2FG. The contingent purchase contract will be available for inspection during normal business hours at SABMiller House, Church Street West, Woking, Surrey GU21 6HS from 9.00 am on 15 July 2008. 12. The directors of the Company have decided again that in order to reflect more accurately the views of all members, all resolutions and substantive decisions at the annual general meeting will be put to a vote on a poll, rather than being determined simply on a show of hands. SABMiller plc has a large number of members and it is not possible for them all to attend the meeting. In view of this and because voting on resolutions at general meetings of SABMiller plc is regarded as of high importance, putting all resolutions to a vote on a poll takes account of the wishes of those members who are unable to attend the meeting in person, but who have completed a form of proxy or a CREST Proxy Instruction. A vote on a poll also takes into account the number of shares held by each member, which the board believes is a more democratic procedure.. 6. SABMiller plc Notice of Annual General Meeting 2008. 13. Voting at this year’s AGM will again be undertaken electronically. An electronic voting handset will be distributed before the start of the meeting to all members who attend in person and are eligible to vote. Members who have completed and returned forms of proxy or submitted a CREST proxy instruction will not need to vote at the meeting unless they wish to change their votes or the way in which their proxy is instructed to vote. If members present at the meeting do wish to change their votes or their instructions to their proxy, they should indicate their wishes to the registrars’ representatives who will be present at the meeting. 14. Members attending in person will be invited to operate their handsets to indicate their votes on each resolution as the meeting progresses. When the voting has closed in respect of each resolution, it is envisaged that the Chairman will announce the number and percentage of votes which have been cast for, against or withheld on each resolution at the same time as these numbers are displayed on a screen. These votes will include the number of shares voted by each shareholder present at the meeting together with the number of shares from previously registered forms of proxy or CREST proxy instructions which have been validly received and in respect of which no member has indicated an intention to change their votes. 15. As at 14 May 2008, the Company’s share capital consisted of 1,505,779,276 ordinary shares with voting rights. The Company holds no shares in treasury. Therefore, the total number of voting rights in the Company as at that date was 1,505,779,276. 16. The results of the polls will be announced to the London Stock Exchange and the JSE Limited as soon as practicable following the meeting. The results of the polls will also be published on the Company’s website at www.sabmiller.com 17. All documents or information sent to the Company in relation to the proceedings at this meeting, including voting forms for the meeting, must be in hard copy form. No other methods of communication will be accepted. In particular you may not use any electronic address provided either in this notice or in any related documents to communicate with the company for any purpose other than those expressly stated.. WorldReginfo - 996851b5-884f-486c-b056-f8cc979af45a. 9..

(7) Unsolicited investment advice – warning to Shareholders The Institute of Chartered Secretaries and Administrators and the Financial Services Authority (FSA) in the United Kingdom have published a joint warning to shareholders: Over the last year, many companies have become aware that their shareholders have received unsolicited phone calls or correspondence concerning investment matters. These are typically from overseas-based ‘brokers’ who target shareholders offering to sell them what often turn out to be worthless or high risk shares in US or UK investments. They can be very persistent and extremely persuasive and a 2006 survey by the FSA has reported that the average amount lost by investors is around £20,000. It is not just the novice investor that has been duped in this way; many of the victims had been successfully investing for several years. Shareholders are advised to be very wary of any unsolicited advice, offers to buy shares at a discount or offers of free company reports.. South African shareholders may report such approaches to the Financial Services Board (FSB) on: Toll Free: 0800 110443 Facsimile: 012 347 0221 Email: Info@fsb.co.za Complete the FSB online complaint form which can be found on their website www.fsb.co.za. If you receive any unsolicited investment advice: •. Make sure you get the correct name of the person and organisation;. •. Check that they are properly authorised by the FSA before getting involved. You can check at www.fsa.gov.uk/register; and. •. The FSA also maintains on its website a list of unauthorised overseas firms who are targeting, or have targeted, UK investors and any approach from such organisations should be reported to the FSA so that this list can be kept up to date and any other appropriate action can be considered.. If you deal with an unauthorised firm, you would not be eligible to receive payment under the Financial Services Compensation Scheme. The FSA can be contacted by completing an online form at: www.fsa.gov.uk/pages/doing/regulated/law/alerts/ overseas.shtml. More detailed information on this or similar activity can be found on the FSA website www.moneymadeclear.fsa.gov.uk A multi-agency operation was launched in January 2007 to target boiler room scams and to gather information from consumers who have been approached by, or been a victim of boiler room operators. Operation Archway, an initiative by the City of London police, combines resources from the FSA, the Serious Fraud Office, the Serious Organised Crime Agency and every police force in the country. To report any approaches made by suspected boiler rooms to the FSA consumer helpline please email operationarchway@cityoflondon.pnn.police.uk or ring 0845 606 1234.. Notice of Annual General Meeting 2008 SABMiller plc. 7. WorldReginfo - 996851b5-884f-486c-b056-f8cc979af45a. Details of any sharedealing facilities that the Company endorses will be included in company mailings..

(8) Notice of Annual General Meeting 2008 continued. Resolution 1 APPROVAL OF THE FINANCIAL STATEMENTS The directors must present to shareholders at the Annual General Meeting the financial statements for the year ended 31 March 2008 together with the reports of the directors and auditors. These are contained within the Annual Report 2008. Resolution 2 APPROVAL OF THE DIRECTORS’ REMUNERATION REPORT The board seeks shareholders’ approval of the Directors’ Remuneration Report 2008, which is included on pages 49 to 59 in the Annual Report 2008. Resolutions 3 to 10 ELECTION AND RE-ELECTION OF DIRECTORS The Company’s articles of association require the directors to submit themselves for re-election at the first opportunity after their appointment and from then on every three years. Accordingly, Ms M Ramos and Mr R Pieterse, who were appointed to the board in May 2008, will offer themselves for election at the AGM. In addition, Mr J A Manzoni and Mr E A G Mackay, each of whom was last re-elected to the board in July 2005, will retire at the AGM and will offer themselves for re-election. The Combined Code on Corporate Governance published by the Financial Reporting Council recommends that if nonexecutive directors are to serve for longer than nine years they should be subject to annual re-election. Accordingly Lord Fellowes, Mr J M Kahn, Mr M Q Morland and Mr M C Ramaphosa, each of whom has now served on the board for nine years, will retire at the AGM and will offer themselves for re-election. Biographical details of these directors are set out in Appendix 1 to this Notice. The nomination committee has confirmed in its recommendations to the board that, following formal performance evaluation of the directors, the performance of those directors offering themselves for re-election continues to be effective and to demonstrate commitment to the role, including time for board and committee meetings and any other duties. Resolution 11 APPROVAL OF FINAL DIVIDEND A final dividend can only be paid after it has been approved by the shareholders. A final dividend of 42 US cents per share in respect of the year ended 31 March 2008 is recommended by the directors for payment to shareholders who are on the register of members at the close of business on 11 July 2008 in South Africa and in the United Kingdom. If approved, the date of payment of the final dividend will be 7 August 2008. From the commencement of trading on 27 June 2008 until the close of business on 11 July 2008 no transfers between the United Kingdom and South African Registers will be permitted and from the close of business on 4 July 2008 until the close of business on 11 July 2008 no shares may be dematerialised or rematerialised.. Resolutions 12 and 13 RE-APPOINTMENT OF AUDITORS AND AUDITORS’ REMUNERATION The auditors of a company must be re-appointed at each general meeting at which accounts are presented. Resolution 12 proposes the re-appointment of the Company’s existing auditors, PricewaterhouseCoopers LLP, until the next general meeting at which accounts are presented. Resolution 13 is a separate resolution which gives authority to the directors to determine the auditors’ remuneration. Resolution 14 RENEWAL OF THE COMPANY’S SHARE INCENTIVE PLANS The majority of the Company’s current employee share incentive plans were adopted on the Company’s admission to the London Stock Exchange and will expire in February 2009. In order to ensure continuity and consistency it is therefore proposed to renew all the Company’s employee share incentive arrangements at the AGM. The existing plans have been successful in providing long-term, equity-based rewards to employees and directors and aligning their interests with those of shareholders. The proposed replacement plans therefore broadly mirror the existing plans. The opportunity has also been taken to standardise key provisions between the different plans. The new plans will consist of a share option plan (with a matching HM Revenue & Customs approved share option plan) under which market value options may be granted; a share award plan under which allocations of shares may be made and a Stock Appreciation Rights plan under which market value stock appreciation rights may be granted (to be settled in shares or in cash). In addition a new plan is proposed for employees of associated companies such as joint ventures or companies in which the Company has management control but which are not subsidiaries under the UK Companies Act. The plan will mirror the rights which may be granted to Group employees under the four employee plans. Any shares issued under the associated companies plan will count towards the limits available to the Company. Awards and options granted to Board and Executive Committee members will be subject to performance targets determined by the Remuneration Committee. Limits on individual participation in the plans will be set in line with local practice. The current performance targets and individual limits are contained in the Annual Report 2008. The principal terms of the new plans are summarised in Appendix 2 to this Notice. Copies of the new plans are available for inspection as noted on page 6. Resolutions 15 and 16 GENERAL AUTHORITY TO ALLOT SHARES AND TO DISAPPLY PRE-EMPTION RIGHTS The board currently has in place the following authorities: (a) an authority enabling the board to allot, for the purposes of Section 80 of the Companies Act 1985 (the ‘Act’), ordinary shares up to an aggregate nominal value of US$7,511,967 (representing approximately 5 per cent. of the Company’s issued ordinary share capital as at 16 May 2007) (the ‘Section 80 Authority’); and (b) an authority disapplying Section 89 of the Act to allow the board to allot shares for cash in certain circumstances other than pro rata to all shareholders (the ‘Section 89 Authority’).. 8. SABMiller plc Notice of Annual General Meeting 2008. WorldReginfo - 996851b5-884f-486c-b056-f8cc979af45a. Explanatory notes to resolutions for AGM.

(9) the flexibility to act in the best interests of shareholders when appropriate. Resolution 17 AUTHORITY TO REPURCHASE SHARES The Company’s articles of association contain a provision allowing the directors to purchase the Company’s own shares subject to the prior authority of the members having been obtained. In accordance with the board’s previous practice, Resolution 17 will therefore be proposed as a special resolution for the purpose of seeking general authority to effect such purchases within the limits set out. The directors are of the opinion that it would be advantageous for the Company to be in a position to purchase its own shares through the London Stock Exchange, should market conditions and price justify such action. The proposed authority would enable the Company to purchase up to a maximum of 150,577,927 ordinary shares of US$0.10 each in the capital of the Company (representing approximately 10 per cent. of the issued ordinary share capital of the Company as at 14 May 2008) with a stated upper limit on the price payable which reflects the requirements of the Listing Rules. The total number of ordinary shares that may be issued on the exercise of outstanding options as at 14 May 2008 is 26,869,297 which represents approximately 1.78 per cent. of the issued share capital at that date. If the Company were to purchase shares up to the maximum permitted by this resolution, the proportion of ordinary shares subject to outstanding options would represent approximately 1.98 per cent. of the issued share capital as at 14 May 2008. Purchases pursuant to the proposed authority would only be made after the most careful consideration, where the directors believed purchases were in the best interests of the Company and its shareholders. The directors consider that it is prudent to obtain the proposed authority, although the board has no present intention of exercising this authority.. As at 2 June 2008, the Company does not own any shares as treasury shares within the meaning of Section 162A(3) of the Act. The Company may nevertheless come to hold treasury shares and it may exercise its authorities to deal with them by selling some or all of them for cash or by transferring some or all of the shares for the purposes of the Company’s employee share plans.. The Act permits companies to hold in treasury any shares acquired by way of market purchases (as described above), rather than having to cancel them. Treasury shares continue to exist as shares, but are owned by the company itself, and can be sold by the company for cash as an alternative to issuing new shares. Section 162D of the Act permits a company at any time to sell shares from treasury for cash (subject to statutory pre-emption provisions), to transfer shares from treasury for the purposes of an employee share scheme, or to cancel them.. Similarly, the Section 89 Authority proposed in Resolution 16 as a special resolution will expire at the conclusion of the next AGM or 31 October 2009, if earlier or (only in relation to an allotment other than a sale of treasury shares) on any earlier expiry of the Section 80 Authority. Resolution 16 contains a general disapplication of the statutory pre-emption rights that exist for shareholders under Section 89(1) of the Act in respect of issues of shares or other equity securities (including a sale of treasury shares) for cash. The general disapplication would allow directors to allot shares or sell treasury shares for cash having a maximum nominal amount of US$7,528,896, which represents approximately 5 per cent. of the Company’s issued ordinary share capital as at 14 May 2008. This amount complies with guidelines issued by investor bodies in the United Kingdom. Whilst the directors have no present intention of exercising this authority, the directors, as in previous years, consider it desirable that they should have. If the Company were to purchase any of its own shares pursuant to the authority conferred by Resolution 17, the Company would consider at that time whether to hold those shares as treasury shares or to cancel them. However, the Company would be likely to hold them as treasury shares unless there were some exceptional and unforeseen reasons at the time of purchase which meant that it would not be in the interests of the Company to do so. This would give the Company the ability to sell treasury shares quickly, with the proceeds of the sale (up to the amount which was initially paid for them by the Company) being credited back to the Company’s distributable reserves, and would provide the Company with additional flexibility in the management of its capital base. Where considered appropriate, treasury shares may be transferred for the purposes of the Company’s employee share plans rather than through purchasing shares on the open market, as is current practice.. Notice of Annual General Meeting 2008 SABMiller plc. 9. WorldReginfo - 996851b5-884f-486c-b056-f8cc979af45a. The existing Section 80 Authority and the Section 89 Authority are due to expire on 31 July 2008. The board decided four years ago to discontinue the practice of renewing these authorities for a rolling five-year period and instead to renew the authorities for a rolling one-year period only. Further, the board considers it advantageous to continue to adopt the practice whereby the Section 80 Authority and the Section 89 Authority are renewed each year, giving both authorities an equal duration. Accordingly, the board proposes that both of these authorities are renewed for a further period of one year. The Section 80 Authority proposed in Resolution 15 as an ordinary resolution will therefore expire at the conclusion of the next AGM or on 31 October 2009, if earlier (unless previously renewed, varied or revoked by the Company in general meeting) and will give authority to the directors to allot relevant securities (as defined in section 80(2) of the Act) up to an aggregate nominal amount of US$7,528,896 which represents approximately 5 per cent. of the Company’s issued ordinary share capital as at 14 May 2008. Although the guidelines issued by investor bodies in the United Kingdom allow for a Section 80 Authority to be sought over a number of shares representing approximately 33 per cent. of a company’s issued share capital, this does not accord with what is regarded as best practice in South Africa, where a significant number of shareholders are resident. Accordingly, the board has determined that the Section 80 Authority should only be sought in respect of approximately 5 per cent. of the Company’s issued ordinary share capital. Therefore, on any occasion that the board believes it necessary to allot a number of relevant securities (as defined in Section 80(2) of the Act) for any purpose with an aggregate nominal value which is in excess of US$7,528,896, the directors will seek additional and specific shareholder approval for that allotment. Although the directors have no present intention of exercising the authority which is currently being sought (other than for the purpose of satisfying the entitlements of the holders of share options who may decide to exercise their options during the coming year), it provides the directors with what they believe is an appropriate level of authority for continuing purposes..

(10) Notice of Annual General Meeting 2008 continued. Resolution 18 UNWIND OF SAFARI STRUCTURE In light of changes in the tax regime in the United Kingdom, the board has determined that the Company should acquire the 77,368,338 non-voting convertible shares (the “Non-voting Convertible Shares”) held by Safari Limited, a company incorporated in Jersey which is owned by a charitable trust not connected with the Company (“Safari”), and hold those shares as treasury shares. In order for the shares to be held as treasury shares, it is necessary that they convert into Ordinary Shares before being acquired by the Company. The Company’s existing articles of association already contain a provision under which the Nonvoting Convertible Shares held by Safari will be converted into Ordinary Shares in the event that they are transferred to any person who is not the Company, a director of the Company (except for a director nominated by Altria Group, Inc (“Altria”), any person acting in concert with such a director, a subsidiary undertaking or associated undertaking of the Company (except for Altria, any director nominated by Altria or any person that directly controls, is controlled by or is in common control with Altria). Resolution 18 is a special resolution to amend the existing articles of association of the Company to provide that the Non-voting Convertible Shares will also be converted into Ordinary Shares in the event that the Company gives notice of its intention to acquire the Non-voting Convertible Shares. Resolution 18 will also approve the terms of a contingent purchase contract (the ‘Contingent Purchase Contract’) between the Company and SABMiller Jersey Limited, a draft of which will be produced to the AGM and signed by the Chairman for the purposes of identification. The Contingent Purchase Contract must be approved by the shareholders in accordance with Section 165 of the Act before it is entered into. It may be entered into within 18 months of receiving shareholder approval and it is intended that it will be entered into following the AGM in order to enable the Company to repurchase the Non-voting Convertible Shares held by Safari and hold them, following their conversion into Ordinary Shares, as treasury shares.. Purchase Contract will be equal to the number of shares to be acquired multiplied by the mid-market price of ordinary shares prevailing at the close of business on the dealing day before a repurchase notice is received by SABMiller Jersey Limited. The Company’s exercise of its right in relation to shares under the Contingent Purchase Contract is conditional on it having sufficient distributable reserves out of which to purchase those shares. Assuming that the repurchase of the Non-voting Convertible Shares proceeds pursuant to the Contingent Purchase Contract, it is currently intended that those shares would be held by the Company as treasury shares. Resolution 19 ADOPTION OF NEW ARTICLES OF ASSOCIATION It is proposed to adopt new Articles of Association (“New Articles”) with effect from the conclusion of the AGM, principally to reflect certain provisions of the CA 2006 currently in force or which will come into force later this year. In addition to changes to reflect the new provisions of the CA 2006, it is proposed that certain other amendments be made to the Company’s existing Articles of Association (“Current Articles”) to update them in line with common listed company practice. As the proposed changes affect various provisions in the Current Articles, it is considered more practical to seek to replace the Current Articles in full rather than to seek approval for numerous individual amendments. If Resolution 18 is passed, the New Articles will include the amendments proposed by that Resolution. If Resolution 18 is not passed, the amendments proposed by that Resolution will not be incorporated into the New Articles. Copies of the New Articles are available for inspection as noted on page 6. The principal changes introduced in the New Articles are described below. In particular, changes which are of a minor, technical or clarifying nature, and also some more minor changes which merely reflect statutory provisions, have not been separately noted. In a number of places, the numbering in the New Articles varies from the numbering in the Current Articles (in part because the order of some of the articles has been changed for the sake of a more logical progression). The number identifying each article principally affected by the amendment corresponds to the numbering in the New Articles (unless otherwise indicated). 1.. ARTICLES WHICH DUPLICATE STATUTORY PROVISIONS Provisions in the Current Articles which replicate provisions contained in CA 2006 are in the main amended to bring them into line with the provisions of the CA 2006 currently in force. The main examples of provisions of this type are detailed below, including provisions as to the form of resolutions, the variation of class rights, the convening of general meetings and proxies. References in the Current Articles to statutory provisions in the Companies Act 1985 have also been amended to reflect the new statutory references under the CA 2006 where they are already in force.. 2.. FORM OF SHAREHOLDER RESOLUTION (ARTICLE 2(d)) The Current Articles contain a provision that, where for any purpose an ordinary resolution is expressed to be required, a special or extraordinary resolution is also effective and that, where for any purpose an extraordinary resolution is expressed to be required, a special resolution is also effective. This provision and other provisions in the Current Articles that refer to extraordinary resolutions are being amended as the concept of extraordinary resolutions has not been. Approval of a draft contingent purchase contract was previously obtained from shareholders on 8 December 1999 and at each AGM since then. The Contingent Purchase Contract for which approval is now sought is in substantially the same form as that approved at the last AGM but includes a number of minor amendments to cater for the fact that the shares will be held as treasury shares. The Contingent Purchase Contract will give the Company the right, but not the obligation, to acquire the shares in respect of which SABMiller Jersey Limited (a wholly-owned indirect subsidiary of the Company incorporated in Jersey) has rights under an amended and restated option agreement dated 27 September 2002 between Safari and SABMiller Finance B.V. (as amended from time to time) which was assigned with effect from 22 July 2003 to SABMiller Jersey Limited (the ‘Option Agreement’), at any time prior to the expiry of the Contingent Purchase Contract (which is eight years from the last date of execution of the Option Agreement or earlier termination of such agreement). The price payable by the Company to SABMiller Jersey Limited under the Contingent. 10. SABMiller plc Notice of Annual General Meeting 2008. WorldReginfo - 996851b5-884f-486c-b056-f8cc979af45a. No dividends will be paid on shares whilst held in treasury and no voting rights will be exercised in respect of treasury shares..

(11) 3.. 4.. VARIATION OF CLASS RIGHTS (ARTICLE 8) The Current Articles contain provisions regarding the variation of class rights. Certain requirements for a meeting to vary class rights (including the quorum requirements) are laid down in the CA 2006 and the relevant provisions have been amended in the New Articles in order to reflect those requirements.. QUORUM AT GENERAL MEETINGS (ARTICLE 70) As in the Current Articles, the quorum for a general meeting is two persons, each of whom is a shareholder, a proxy or a corporate representative, but the New Articles clarify (in line with the position in the CA 2006) that a person who is a proxy for the same shareholder, or a representative for the same corporation may be counted only once for the purpose of calculating the quorum.. 7.. ADJOURNMENT (ARTICLE 72) The provisions on adjournment of a general meeting are updated in the New Articles to allow the Chairman to adjourn the meeting without requiring the consent of the meeting if he considers that an adjournment is necessary because there is not sufficient space for those present to be accommodated or there is some other reason why those present cannot hear or participate, if it is necessary to protect the safety of any person attending the meeting, if it is, or is likely to become, impracticable to conduct the meeting in an orderly manner (for whatever reason), or if an adjournment is otherwise necessary so that the business of the meeting may be properly conducted.. CERTIFICATED SHARES - SHARE CERTIFICATES (ARTICLES 17 AND 19), WARRANTS (ARTICLES 15 AND 19) AND SHARE TRANSFERS (ARTICLE 38) Under the Current Articles, the Company is entitled to charge for share certificates when a person is entered on the register (although in practice the Company does not). In keeping with common listed company practice and to lead to greater consistency with other provisions in the Current Articles, the New Articles provide that when a person (other than a financial institution or any other person to whom the Company is not required by law to issue a share certificate) first becomes a holder of certificated shares, or subsequently receives more certificated shares, he is entitled to a share certificate free of charge. In line with the new provisions in the CA 2006 on the issue of share certificates upon the surrender of a share warrant to bearer, the New Articles clarify that in fixing the terms on which a warrant is issued, the Board can specify the terms on which the share certificate for the relevant underlying shares will be delivered upon surrender of the warrant. The New Articles also provide that, the Company will issue the relevant share certificate within one month after lodgement of the warrant for cancellation or as is otherwise provided by the terms of issue of the warrant. From 6 April 2008, the CA 2006 has provided that if a company refuses to register a share transfer it must give reasons and notify the transferee as soon as practicable and in any event within two months. The New Articles now reflect these requirements (previously, the Company did not have to provide reasons if it exercised its right to refuse to transfer a certificated share).. 5.. 6.. CONVENING AND NOTICE OF GENERAL MEETINGS (ARTICLES 59 TO 61) The provisions in the Current Articles dealing with convening general meetings and the length of notice required to convene general meetings are to be amended to reflect new provisions in the CA 2006. The New Articles reduce the minimum period for general meetings (other than annual general meetings) from 21 days to 14 days, even where a special resolution is to be considered, in line with what is permitted by the CA 2006. Annual General Meetings must now generally be held within 6 months following the end of the financial year and the New Articles will reflect this shorter timetable. Consistent with the terminology in the CA 2006, the New Articles no longer use the term “extraordinary general meeting” to describe general meetings that are not annual general meetings.. Under the Current Articles, a new notice of meeting must be given if a meeting is adjourned for more than 14 days. We are proposing to increase this to 30 days, which is consistent with current market practice and would be more administratively practical for the Company. 8.. AMENDMENTS TO RESOLUTIONS (ARTICLE 73) The New Articles update the provisions on amendments to resolutions to clarify the situations in which resolutions may be amended and to bring them more in line with current market practice among listed companies and recent case law on this subject.. 9.. PROXIES (ARTICLES 61 AND 88 TO 93) In line with the CA 2006, the New Articles give proxies the right to vote at a general meeting on a show of hands as well as on a poll, whereas under the Current Articles, a proxy is only entitled to vote on a poll. The New Articles also give proxies the right to speak at general meetings, again reflecting the CA 2006. The enhanced rights of proxies under the CA 2006 affect a number of provisions in the New Articles. The New Articles specify that in order to be valid a proxy appointment must be received: (a) not less than 48 hours (or such shorter time as the Board decides) before the time appointed for holding the meeting; or (b) in the case of a poll taken more than 48 hours after the meeting, not less than 24 hours (or such shorter time as the Board decides) before the time appointed for taking the poll; or (c) in the case of a poll taken following the conclusion of the meeting, or adjourned meeting, at which it was demanded but 48 hours or less after it was demanded, before the end of the meeting at which it was demanded (or such later time as the Board decides). Consistent with the CA 2006, the Company may, in setting the deadline for receipt of proxies, exclude non-working days, so that the time before a meeting or a poll by which a proxy must be received may, in certain cases, be greater than 48 or 24 hours. The latest time by which a proxy appointment may validly be revoked is also updated in the New Articles to reflect what is permitted in the CA 2006 (the New Articles provide that the Company must. Notice of Annual General Meeting 2008 SABMiller plc. 11. WorldReginfo - 996851b5-884f-486c-b056-f8cc979af45a. retained under the CA 2006. Broadly, special resolutions will be used in place of extraordinary resolutions..

(12) Notice of Annual General Meeting 2008 continued. To reflect relevant new requirements of the Listing Rules, the New Articles state that a form of proxy sent by the Company to each shareholder must provide for three-way voting on all resolutions, rather than the current provision for two-way voting. The Current Articles provide that if the Company receives more than one proxy appointment in respect of the same shares, the appointment received last revokes each earlier appointment. The New Articles retain this concept, but provide that the Company may use a different method for determining which appointment is valid, if it thinks that it is more appropriate. This is in line with the suggestion made by the Institute of Chartered Secretaries and Administrators (ICSA) that articles may need to provide greater flexibility in this regard in light of the ability of shareholders to appoint multiple proxies. 10. CORPORATE REPRESENTATIVES (ARTICLE 94) In line with the CA 2006, a shareholder which is a corporation may appoint multiple representatives to act (subject to the CA 2006) at a meeting of the Company. 11. DIRECTORS’ CONFLICTS OF INTEREST (ARTICLES 112 TO 116) The CA 2006 sets out directors’ general duties which largely codify the existing law but with some changes. Under the CA 2006, from 1 October 2008 a director must avoid a situation where he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict with the company’s interests. The requirement is very broad and could apply, for example, if a director becomes a director of another company or a trustee of another organisation. The CA 2006 allows directors of public companies to authorise conflicts and potential conflicts where the articles of association contain a provision to this effect. The CA 2006 also allows the articles of association to contain other provisions for dealing with directors’ conflicts of interest to avoid a breach of duty. The New Articles give the directors authority (subject to the relevant provisions of the CA 2006 coming into force) to approve such conflict situations and include other provisions to allow conflicts of interest to be dealt with in a similar way to the current position. When deciding whether to authorise a conflict or potential conflict, only directors who have no interest in the matter being considered will be able to take the relevant decision, and the directors will be able to impose limits or conditions when giving authorisation if they think this is appropriate. The New Articles also include provisions relating to confidential information, attendance at Board meetings and availability of Board papers to protect a director being in breach of duty if a conflict of interest or potential conflict of interest arises. These provisions will only apply where the position giving rise to the potential conflict has previously been authorised by the directors. Under the CA 2006, directors are under a duty to declare the nature and extent of their direct or indirect interests in transactions and arrangements with the Company which are proposed but which have not yet been entered into and also in existing transactions and other arrangements that the Company has already entered into. The New. 12. SABMiller plc Notice of Annual General Meeting 2008. Articles update the existing provisions in the Current Articles dealing with disclosure of directors’ interests to bring the notification procedures in line with those in the CA 2006. 12. OTHER AMENDMENTS RELATING TO DIRECTORS (ARTICLES 96 TO 143) In addition to the changes described in 11 above, which are motivated by the CA 2006, we propose to take this opportunity to make certain other amendments to Part IV of the Current Articles, which deals with directors. These changes are intended to improve the clarity and usefulness of the articles and to ensure consistency with common listed company practice, and none could be described as significant. The principal changes are noted below: (a) proposals by members for appointment of directors: the New Articles clarify the procedure to be followed if a member wishes to exercise his right to propose a director for appointment, by requiring that the notice from the member must contain all the particulars about the nominee which the Company would need to include in the register of directors or disclose pursuant to the Listing Rules were the nominee to be elected (for example, particulars of other directorships held by him or details of any criminal convictions); (b) the New Articles clarify the circumstances in which a director will cease to be a director if he becomes mentally ill. Under the new provisions, a director must vacate office if a registered medical practitioner is of the opinion that he has become mentally incapable of acting as a director and may remain so for more than 3 months or if he becomes a patient for the purposes of any statute (in any jurisdiction) relating to mental health and, in each case, the Board decides that his office be vacated; (c) the Board may decide that a director must cease to be a director if he is absent from Board meetings for six consecutive months, whether or not any alternate director appointed by him attends in his place. This is a change from the Current Articles, which provide that the right to decide that a director should vacate his office only arises if neither the director nor his alternate director attend meetings during that period, (d) effect of ceasing to be a director: when a person ceases to be a director, the New Articles make clear that he automatically ceases to be a member of any board committee; (e) alternate directors: (i) an alternate director counts in the quorum only if the director who appointed him is not present, and he may be counted only once for the purposes of the quorum, even if he is acting for more than one director or is a director in his own right (the Current Articles provide that for quorum purposes, an alternate director counts for each of the directors for whom he is acting, in addition to counting in his own right if he is also a director); (ii) the appointment of an alternate director terminates (in addition to the other grounds set out in the Current Articles) if an event occurs in respect of the alternate director, which, if it happened to the appointing director would result in his appointment being terminated;. WorldReginfo - 996851b5-884f-486c-b056-f8cc979af45a. receive notice of the revocation by no later than the last time by which proxy notices can be received)..

(13) (f). notice of Board meeting: notice need not be in writing;. (g) directors’ written resolution: a director who is not entitled to vote on a Board resolution (for example because he is interested in a transaction) is not required to agree to a written resolution in order for it to be effective; (h) delegation of directors’ powers: the New Articles adopt the approach suggested in the Government’s draft statutory model articles for public companies and restate more simply the broad power of the Board to delegate any of its powers to a committee, local board or one or more individuals; (i). directors’ borrowing powers: the New Articles update the definition of “moneys borrowed” to refer to International Financial Reporting Standards;. (j). director’s power to make further procedural rules: the New Articles give the directors power to make further rules regarding how the Board takes, records and communicates decisions; and. (k). common seal: the New Articles make it clear that the Board may make regulations to set the number and identity of persons in whose presence the common seal is affixed, and that this need not necessarily include a director.. 13. OVERSEAS BRANCH REGISTER (ARTICLE 121) The New Articles provide that in certain circumstances the Company may determine that shares held on an Overseas Branch Register may be held in uncertificated form. 14. REGISTERS AND RECORDS (ARTICLE 40 AND 138) The provisions in the Current Articles dealing with the maintenance and availability of Company registers for inspection are simplified in the New Articles to ensure consistency with the CA 2006.. (c) a dividend recipient may waive his entitlement to a dividend payment by giving written notice to the Company, although the Company is not bound to act on such a notice. 16. COMMUNICATION WITH MEMBERS (ARTICLE 180) Article 180 of the New Articles clarifies that a shareholder who does not have either a registered address in the United Kingdom or the Republic of South Africa is not entitled to have a document or other information sent to him unless he provides the Company with a postal address in the United Kingdom or the Republic of South Africa or the Company and the shareholder agree to the use of electronic communications and the shareholder provides the Company with an address for that purpose. However, the Company is not obliged to agree to provide electronic communications to a shareholder, and may, for example, refuse to do so where it is concerned that the sending of the document or information to such address using electronic means would or might cause legal or practical problems arising in respect of the laws of, or the requirements of a regulatory body or stock exchange or other authority in, any territory. 17. INDEMNITY (ARTICLE 189) The CA 2006 has in some respects widened the scope of the powers of a company to indemnify directors. The indemnity cannot extend to liabilities to pay criminal or regulatory fines or to defending criminal proceedings in which the director is convicted. Article 189 of the New Articles updates the indemnity provisions in the Current Articles by providing that the Company may indemnify each officer of the Company or an associated company to the extent permissible by the CA 2006. The provisions in the New Articles also amend the current articles by clarifying that the Company has the power, but not the obligation, to indemnify directors. Copies of the New Articles are available for inspection as noted on page 6.. 15. DIVIDENDS AND DISTRIBUTIONS (ARTICLES 149, 151 AND 154) Relatively minor changes are proposed to the section in the Current Articles dealing with dividends and distributions. These are not driven by the CA 2006, but are intended to clarify certain points. The principal changes are: (a) the Board may retain a dividend payable to a person entitled to a share by transmission (for example, following the death or bankruptcy of a member) until he has produced to the Company satisfactory evidence of his right to receive the payment; (b) in line with the existing provisions in the Current Articles, the New Articles make it clear that no interest is payable by the Company on any dividend unless otherwise provided by the terms on which the share was issued or allotted or in an agreement between the shareholder and the Company; and. Notice of Annual General Meeting 2008 SABMiller plc. 13. WorldReginfo - 996851b5-884f-486c-b056-f8cc979af45a. The provisions relating to document retention and destruction in the Current Articles are modified to permit the destruction of old proxy appointments after one year has elapsed since the meeting or adjourned meeting to which they relate..

(14) Appendix 1 Short biographies of directors proposed for election. Non-executive director Rob Pieterse (65) Rob Pieterse joined the board in May 2008. He is chairman of the supervisory boards of Mercurius Groep B.V., and Royal Grolsch N.V. He is a member of the supervisory boards of Essent N.V. and CSM N.V. and a non-executive director of Mecom Group plc. He serves on the boards of VEUO, the association of Dutch listed companies, and of EuropeanIssuers. Mr Pieterse spent 25 years at the multi-national information services company, Wolters Kluwer N.V., where he was Chairman from 2000 until 2003.. Non-executive director John Manzoni (48) BEng, MEng, MBA John Manzoni joined the board in 2004. He is President and Chief Executive Officer of Talisman Energy Inc. Prior to joining Talisman in September 2007 he was Chief Executive of Refining and Marketing of BP plc. He joined BP in 1983 and was appointed to the BP plc board in January 2003. He is a member of the advisory board of the Stanford Graduate School of Business and the Accenture Energy Advisory Board.. Non-executive director Maria Ramos (49) CAIB, BCom (hons), MSc Maria Ramos joined the board in May 2008. She is Group Chief Executive of Transnet Limited, and a non-executive director of Sanlam Limited and Remgro Limited. She is a Member of the Chief Economist Advisory Council of the World Bank and of the Executive Board of Business Leadership South Africa. From 1996 to 2003, she was Director-General of the South African National Treasury.. Non-executive director Miles Morland (64) Miles Morland joined the board in 1999. He is Chairman of Blakeney Management, an investment management firm specialising in the developing world, which he founded in 1990. He is also Chairman of Indochina Capital Vietnam Holdings, Chairman of Ukraine Opportunity Trust plc, a director of The Dubai Group, of SouthWest Energy (BVI) Ltd, and of the East Europe Development Fund, and is engaged in raising private equity capital for investment in Africa.. Non-executive director Robert Fellowes (66) Lord Fellowes joined the board in 1999. He is Chairman of Barclays Private Banking (Barclays Wealth) and was Private Secretary to the Queen from 1990 until 1999, having joined the Royal Household in 1977 from a career in the London Money Market. He chairs the Prison Reform Trust and is a trustee of the Rhodes Trust and the MandelaRhodes Foundation. He is also on the board of the British Library.. Chief Executive Graham Mackay (58) BSc (Eng), BCom Graham Mackay joined The South African Breweries Limited (SAB Ltd) in 1978 and has held a number of senior positions in the group, including Executive Chairman of the beer business in South Africa. He was appointed Group Managing Director in 1997 and Chief Executive of South African Breweries plc upon its listing on the London Stock Exchange in 1999. He is the Senior Independent Non-Executive Director of Reckitt Benckiser Group plc and has agreed to join the board of directors of Philip Morris International Inc. later in 2008.. Non-executive director Cyril Ramaphosa (55) Bproc LLD(hc) Cyril Ramaphosa joined the board of SAB Ltd in 1997 and was appointed to the board of South African Breweries plc upon its listing on the London Stock Exchange in 1999. He is Executive Chairman of Shanduka Group, Joint Non-Executive Chairman of Mondi plc and Mondi Limited and holds directorships in Macsteel Global B.V., MTN Group Ltd, The Bidvest Group, Standard Bank and Alexander Forbes. He also serves on the board of the Commonwealth Business Council.. Chairman Meyer Kahn (68) BA (Law), MBA, DCom (hc), SOE Meyer Kahn joined the group in 1966 and occupied executive positions in a number of the group’s former retail interests before being appointed to the board of SAB Ltd in 1981. He was appointed Group Managing Director in 1983 and Executive Chairman in 1990. In 1997, he was seconded full-time to the South African Police Service as its Chief Executive, serving for two and a half years. He was appointed Chairman of South African Breweries plc upon its listing on the London Stock Exchange in 1999. Among other awards, he holds an honorary doctorate in commerce from the University of Pretoria and was awarded The South African Police Star for Outstanding Service (SOE) in 2000. Biographies of all the directors, together with details of the board committees, determinations of independence and attendance records, can be found on pages 34 to 43 of the Annual Report 2008.. 14. SABMiller plc Notice of Annual General Meeting 2008. WorldReginfo - 996851b5-884f-486c-b056-f8cc979af45a. Short biographies of directors proposed for re-election.

(15) Appendix 2. 2.. Employee share plans The Company’s existing employee share plans were first adopted in February 1999, shortly before the Company’s listing in the UK in March 1999, and will expire in February 2009. The Company therefore proposes to renew its employee share incentive arrangements at the 2008 Annual General Meeting with the adoption of four replacement plans. These mirror the provisions of the Company’s existing arrangements and consist of the SABMiller plc Share Option Plan 2008 (the “Option Plan”); the SABMiller plc Approved Share Option Plan 2008 (the “Approved Plan”) (together, the “Option Plans”); the SABMiller plc Share Award Plan 2008 (the “Award Plan”); and the SABMiller plc Stock Appreciation Rights Plan 2008 (the “SARs Plan”) (collectively, the “Plans”). In addition, a new plan is proposed for employees of associated companies of SABMiller plc (such as joint ventures or companies in which SABMiller has management control but less than a 50% interest and which are not therefore “subsidiaries” within the meaning of applicable UK company laws), to be called the SABMiller plc Associated Companies Employee Share Plan 2008 (the “Associates Plan”). The plans The provisions outlined below will apply to all the Plans. 2.1 ADMINISTRATION The Option Plans and the SARs Plan will be administered by a duly constituted committee of non-executive members of the Board in accordance with their rules (the “Committee”). The Award Plan will be administered in consultation with the Committee by the Trustee of the SABMiller plc Employees’ Benefit Trust established in Jersey. The Committee (or the Trustee where relevant) may terminate the Plans at any time. If they do so, options and awards already granted will continue unaffected. 2.2 ELIGIBLE EMPLOYEES The Committee (or the Trustee where relevant) may select any employees and directors of any company in the Group to participate in the Plans. 2.3 GRANT OF OPTIONS AND AWARDS Options and awards may be granted within the period of 42 days following: (a) the preliminary announcement of the annual or half yearly or, if relevant, quarterly results of the Company for any financial period; (b) the expiry of any share dealing restrictions imposed on any directors of the Company or any employees of any member of the Group; or (c) the announcement or coming into force of any amendments to relevant legislation, or at any other time if the Committee (or Trustee where relevant) in its absolute discretion considers appropriate.. Options and awards are granted over Ordinary Shares. No option or award may be granted later than ten years from the date of adoption of the Plans. Options and awards granted under the Plans are personal to the option or award holder and may not be transferred. No consideration is payable for the grant of an option or an award. 2.4 LIMITS The Plans are subject to the following limits: (a) no option or award may be granted if, as a result, the aggregate number of Ordinary Shares issued and issuable pursuant to options and awards granted under the Plans, or under any other employees’ share plan adopted by the Company in general meeting would in any period of ten years exceed 10 per cent of the issued ordinary share capital of the Company from time to time; (b) no option or award may be granted if, as a result, the aggregate number of Ordinary Shares issued and issuable pursuant to options and awards granted under the Plans or any other executive share plan adopted by the Company in general meeting would in any period of ten years exceed 5 per cent of the issued share capital of the Company from time to time. The Plans permit options and awards to be granted over newly issued Ordinary Shares or Ordinary Shares purchased in the market, including treasury shares. 2.5 ORDINARY SHARES Ordinary Shares issued on the exercise of an option or award will rank pari passu with existing Ordinary Shares except for any rights attached to such Ordinary Shares by reference to a record date prior to the date of allotment. The Company will use its reasonable endeavours to obtain admission to the Official List (or other relevant stock exchange) for any Shares so allotted. 2.6 VARIATION OF SHARE CAPITAL On any variation of the share capital of the Company by way of capitalisation or rights issue or by consolidation, sub-division or reduction of capital or otherwise, the Committee or Trustee as appropriate may make such adjustments as it considers appropriate to the exercise price and/or the number and/or the denomination of Ordinary Shares comprised in an option or award and/or the limits on the number of Ordinary Shares subject to the Plans, provided that there is no increase in the exercise price or reduction below nominal value. No such adjustment may be made without the prior written confirmation from the Company’s auditors that it is in their opinion fair and reasonable.. Notice of Annual General Meeting 2008 SABMiller plc. 15. WorldReginfo - 996851b5-884f-486c-b056-f8cc979af45a. 1..