Expected timetable and next steps

1 August 2016

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this announcement contains inside information

Anheuser-Busch InBev and SABMiller announce expected timetable and next steps in recommended combination

SABMiller confirms that, following satisfaction of the pre-conditions to the recommended business combination with Anheuser-Busch InBev SA/NV ("AB InBev") as announced on 29 July 2016, SABMiller and AB InBev have agreed an expected timetable for the implementation of the combination.

The expected timetable envisages publication of the UK scheme document as well as the other key transaction documents on 26 August 2016, shareholder meetings of AB InBev and SABMiller being held on 28 September 2016 and completion of the combination on 10 October 2016. Further details are set out below.

Completion of the combination remains subject to a number of conditions including approval of AB InBev and SABMiller shareholders. Full details of the terms and conditions of the combination will be set out in the transaction documents.

AB InBev intends that on 2 August 2016 it will file with the Brussels commercial registry a document relating to the Belgian merger of AB InBev into Newbelco SA/NV (the "Merger Terms"). The Belgian merger comprises one of the three key steps in the implementation of the combination. In addition to setting out details of the Belgian merger, the Merger Terms contain further details of the expected timetable (as summarised below) and further background on AB InBev's strategic rationale for the combination and its strategic intentions for the combined group post-completion.

The subsequent step of the implementation process is a hearing of the UK Court as part of the UK scheme of arrangement (the "UK Scheme Directions Hearing"). At the UK Scheme Directions Hearing SABMiller will determine with the UK Court whether, for the purposes of voting at the UK Scheme Court Meeting, Altria and/or BEVCO should be treated as one class along with all the other SABMiller shareholders (in which case all SABMiller shareholders would vote together in one meeting) or as part of a separate class or classes (in which case the different classes would vote, or agree to the UK scheme, separately). SABMiller has stated its intention to ask the UK Court to treat Altria and BEVCO as a separate class. The UK Scheme Directions Hearing is expected to take place on 22 August 2016 at the Companies Court, The Rolls Building, 7 Rolls Buildings, Fetter Lane, London EC4A 1NL, UK, and the time of the hearing will be set out on HM Courts & Tribunals Service's website at www.justice.gov.uk/courts/court-lists. SABMiller shareholders have the right to attend in person or through counsel and make representations at the hearing.

Expected timetable of principal events:

Event Expected date

The above expected dates are subject to change and will depend on, among other things, the date on which the UK Court sanctions the UK scheme.

Further details of the implementation process, including further detail of the expected timetable and the action to be taken by AB InBev shareholders and SABMiller shareholders will be included in the other transaction documents when published, expected on 26 August 2016.

Terms used but not defined in this announcement have the meaning given in the joint announcement of AB InBev and SABMiller on 11 November 2015.

ENDS

SABMiller is in the beer and soft drinks business, bringing refreshment and sociability to millions of people all over the world who enjoy our drinks. The company does business in a way that improves livelihoods and helps build communities.

SABMiller is passionate about brewing and has a long tradition of craftsmanship, making superb beer from high quality natural ingredients. Our local beer experts brew more than 200 beers from which a range of special regional and global brands have been carefully selected and nurtured.

SABMiller is a FTSE-10 company, with shares trading on the London Stock Exchange, and a secondary listing on the Johannesburg Stock Exchange. At 31 March 2016, the group employed around 70,000 people in more than 80 countries, from Australia to Zambia, Colombia to the Czech Republic, and South Africa to the USA. Every minute of every day, more than 140,000 bottles of SABMiller beer are sold around the world.

In the year ended 31 March 2016, SABMiller sold 331 million hectolitres of lager, soft drinks and other alcoholic beverages, generating group net producer revenue of US$24,149 million and EBITA of US$5,810 million.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities 3 of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Publication on Website

A copy of this announcement will be made available on www.sabmiller.com by no later than 12 noon (London time) on 2 August 2016.

You may request a hard copy of this announcement by contacting SABMiller's company secretary on +44 (0) 1483 264000. You may also request that all future documents, announcements and information to be sent to you in relation to the offer should be in hard copy form.