Bavaria SA - Bond & Commercial Paper Programme

SABMiller PLC

1 April 2011

SABMiller plc

Bavaria S.A. - Bond and Commercial Paper Programme and Exchange Offer

On 30 March 2011, SABMiller plc announced that its subsidiary, Bavaria S.A., a leading producer of lager and other beverages in the Republic of Colombia, had established a COP$ 2,500,000,000,000 (approximately US$1,325,000,000) bond and commercial paper programme, to be used primarily to refinance Bavaria S.A.'s existing COP$1,910,320,000,000 (approximately US$1,012,000,000) bonds by means of an exchange offer under which bondholders would be offered new securities, in the form of bonds and commercial paper, in exchange for the existing bonds.

The exchange offer was accepted by bondholders representing approximately 92.66% of the aggregate face amount of the existing bonds and, on 31 March 2011, Bavaria S.A. issued new securities with an aggregate face amount of COP$ 1,881,190,700,000 (approximately US$1,006,000,000). The new securities have been registered for trading in the secondary market of the Colombian Stock Exchange (Bolsa de Valores de Colombia) and admitted to the official list of the Cayman Islands Stock Exchange.

The new securities benefit from a guarantee by SABMiller plc, which places bondholders in a pari passu position with the holders of other unsecured debt obligations of SABMiller plc in the circumstances described in the programme documents. This reflects SABMiller plc's policy of reducing the level of priority debt in the group. The programme will also be available to fund working capital and for other purposes, although no further issues are contemplated at this time.

Correval S.A. acted as local structuring and placement agent in relation to the exchange offer and Bank of America Merrill Lynch acted as international structuring agent and financial advisor to SABMiller plc. Deceval acted as information agent and exchange agent.

Malcolm Wyman, Chief Financial Officer of SABMiller plc, said "We are delighted with the response received from Bavaria's bond investors to this transaction, which is the first of its kind in the Colombian market. Bavaria's bonds represented our single largest amount of priority debt and this transaction results in a significant reduction in the overall level of structural subordination in the group."

ENDS

Notes to editors:

About SABMiller plc

SABMiller is one of the world's largest brewers with brewing interests and distribution agreements across six continents. The group's wide portfolio of brands includes premium international beers such as Pilsner Urquell, Peroni Nastro Azzurro, Miller Genuine Draft and Grolsch, as well as leading local brands such as Aguila, Castle, Miller Lite, Snow and Tyskie. SABMiller is also one of the world's largest bottlers of Coca-Cola products.

In the year ended 31 March 2010, the group reported US$3,803 million in adjusted pre-tax profit and group revenue of US$26,350 million. SABMiller plc is listed on the London and Johannesburg stock exchanges.

Legal Advisers

The legal advisers to SABMiller plc and Bavaria S.A. in relation to the programme and the exchange offer were Brigard & Urrutia Abogados (Colombian law), Harney Westwood & Riegels (Cayman Islands law) and Hogan Lovells International LLP (English law). The legal advisers to Correval S.A. and Bank of America Merrill Lynch were Prieto & Carrizosa (Colombian law).

This announcement is available on the company website: www.sabmiller.com.

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This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire securities of SABMiller plc or any of its affiliates in any jurisdiction or an inducement to enter into investment activity.