BBBEE transaction in S Africa - Update

Broad-Based Black Economic Empowerment transaction in South Africa

SABMiller plc ("SABMiller") is pleased to announce the issue of shares in the group's South African subsidiary, The South African Breweries Limited ("SAB") pursuant to the group's broad-based black economic empowerment transaction in South Africa ("the Transaction"), which was announced on 1 July 2009 and approved by shareholders on 15 January 2010.

A total of 46,173,000 new shares in SAB, representing 8.45% of SAB's enlarged issued share capital, have been issued to the three participant groups: SAB employees; black-owned licensed liquor retailers and retail liquor licence applicants, as well as registered black-owned customers of ABI, the soft drinks division of SAB; and the broader South African community through a newly established SAB Foundation.

SAB's employees in aggregate now own 3.39% of SAB through The SAB Zenzele Employee Trust. Retailers in aggregate own 3.52% of SAB through an investment entity, SAB Zenzele Holdings Limited ("SAB Zenzele"), and The SAB Foundation owns 1.54% of SAB.

The offer of SAB Zenzele ordinary shares to qualifying participants (the "Retailer Offer") closed on 28 April 2010. Qualifying participants were invited to apply for 19,228,250 ordinary shares in SAB Zenzele. The offer attracted over 33,000 applications and was 29% oversubscribed. Following the allocation process, this has resulted in the introduction of a broad base of 29,542 new black shareholders in SAB Zenzele.

In addition, participation rights in The SAB Zenzele Employee Trust have been allocated to 9,416 of SAB's employees and SABMiller group employees resident in South Africa.

Full details of the transaction structure can be found in the circular issued to shareholders in December 2009, which is also available at www.sabmiller.com. Further details of the transaction can also be found on SAB's website (www.sablimited.co.za).

SABMiller is being advised in connection with the transaction by Standard Bank as Investment Bank, and by Bowman Gilfillan (South Africa) and Hogan Lovells International LLP (UK) as legal advisors.

ENDS

About SABMiller

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 is listed on the London and Johannesburg stock exchanges.

This announcement is available on the company website and high resolution images are available for the media to view and download free of charge from the Image Library in the News and media section of www.sabmiller.com.

About SAB

SAB was established in 1895 and has in the region of 9,400 permanent employees, including its soft drinks division, ABI. It owns seven breweries with a brewing capacity of some 31 million hectolitres. Total beer volumes during the financial year ended 31 March 2010 were 25.8 million hectolitres. ABI is the largest producer and distributor of Coca-Cola brands in southern Africa. With five manufacturing plants in South Africa, ABI accounts for approximately 60% of Coca-Cola's sales in South Africa, and total sales volumes of soft drinks in the year ended 31 March 2010 (including sparkling soft drinks, fruit juices and water) were 17 million hectolitres. SAB is a South African subsidiary of SABMiller. For more information, visit the company's website: www.sablimited.co.za

SABMiller's history of Broad-Based Black Economic Empowerment in South Africa

SABMiller has been actively engaged in the advancement of black economic empowerment initiatives in South Africa since the 1970's. The group has progressed a number of initiatives in all spheres of black economic empowerment, including: ownership, through the creation of Tsogo Sun Holdings in a landmark black economic empowerment ownership transaction in the hotel and gaming industry; enterprise development, through the establishment of a number of benchmark programmes such as SAB's Owner-Driver programme, the SAB KickStart Awards (funding and mentoring of aspirant businesses), the Taung barley farmers programme, the establishment of joint ventures with black partners to supply certain key raw materials; SAB's Mahlasedi Taverner Training programme; and human resources development, through the implementation of employment equity practices.

In addition, SAB has placed significant focus on procurement equity throughout its value chain. The company embarked an aggressive black economic empowerment campaign during the 1980s in an effort to place a considerable portion of its business with black suppliers. Today, in its procurement, outsourcing and contract-awarding activities, SAB favours those companies which have demonstrated a tangible and deliverable commitment to black economic empowerment principles.

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