SAB MILLER

Notice of Annual General Meeting 2011

This document is important and requires your immediate attention

Please read it straightaway. If you have any doubts about what action you should take, contact your independent financial adviser immediately.

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.

SABMiller plc
Incorporated in England and Wales under the Companies Act 1985
Registered Number 3528416

SABMiller plc Notice of Annual General Meeting 2011

Letter from the Chairman

SAB

MILLER

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 thirteenth 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 11.00am on Thursday, 21 July 2011.

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); and
• A copy of the 2011 Annual Report, including the Annual Financial Statements and the Directors' Remuneration Report.

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 after 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. Shareholders who are not able to come to the AGM will be able to view a recording of the meeting from Friday 22 July 2011 at www.sabmiller.com/agm2011. A full transcript of the meeting will also be available at this address.

Finally, for those shareholders who are interested in knowing more about our corporate social responsibility programme, our Sustainable Development Report 2011 is now available at our website at www.sabmiller.com/sdreporting.

J Meyer Kahn

Chairman

3 June 2011

SABMiller plc Notice of Annual General Meeting 2011

Notice of Annual General Meeting 2011

The directors give notice that the 2011 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 11.00am on Thursday 21 July 2011 to transact the following business:

The resolutions

Resolutions 1 to 23 will be proposed as ordinary resolutions. Resolutions 24 to 26 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 2011, together with the reports of the directors and auditors therein.
2. To receive and, if thought fit, to approve the Directors' Remuneration Report 2011 contained in the Annual Report for the year ended 31 March 2011.
3. To elect Ms L M S Knox as a director of the Company.
4. To elect Ms H A Weir as a director of the Company.
5. To elect Mr J S Wilson as a director of the Company.
6. To re-elect Mr M H Armour as a director of the Company
7. To re-elect Mr G C Bible as a director of the Company.
8. To re-elect Mr D S Devitre as a director of the Company.
9. To re-elect Mr E A G Mackay as a director of the Company
10. To re-elect Mr P J Manser as a director of the Company.
11. To re-elect Mr J A Manzoni as a director of the Company.
12. To re-elect Mr M Q Morland as a director of the Company.
13. To re-elect Dr D F Moyo as a director of the Company.
14. To re-elect Mr C A Pérez Dávila as a director of the Company.
15. To re-elect Mr R Pieterse as a director of the Company.
16. To re-elect Mr M C Ramaphosa as a director of the Company.
17. To re-elect Mr A Santo Domingo Dávila as a director of the Company.
18. To re-elect Mr H A Willard as a director of the Company.
19. To re-elect Mr J M Kahn as a director of the Company.
20. To confirm the proposal by the directors for the declaration of a final dividend of 61.5 US cents per share in respect of the year ended 31 March 2011 payable on 12 August 2011 to shareholders on the register of members at the close of business on 5 August 2011 in South Africa and the United Kingdom.
21. 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.

22. To authorise the directors to determine the remuneration of the auditors.

23. That, pursuant to and in accordance with Article 11(b) of the Company's articles of association, the powers conferred by Article 11(b) 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 21 October 2012 if earlier (which shall be the Section 551 Period for the purposes of Article 11(a)(iii)) in respect of a total nominal amount of US$7,938,235 (which shall be the Section 551 Amount for the purposes of Article 11(a)(ii) for that Section 551 Period).

24. That, pursuant to and in accordance with Article 11(c) of the Company's articles of association, the powers conferred by Article 11(c) 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 21 October 2012 if earlier (which shall be the Section 561 Period for the purposes of Article 11(a)(v)) in respect of a nominal amount of US$7,938,235 (which shall be the Section 561 Amount for the purposes of Article 11(a)(iv) for that Section 561 Period).

25. That the Company is unconditionally and generally authorised to make market purchases (as defined in Section 693(4) of the Companies Act 2006) 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 158,764,700 representing approximately 10 per cent. of the issued ordinary share capital of the Company as at 2 June 2011 (excluding treasury shares);
(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);
(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 21 October 2012 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.

1. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

John Davidson

General Counsel and Group Company Secretary

3 June 2011

Registered Office:

SABMiller House, Church Street West,

Woking, Surrey GU21 6HS, England

SABMiller plc Notice of Annual General Meeting 2011

Notice of Annual General Meeting 2011

continued

General Notes

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, if more than one proxy is appointed, each 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 Companies Act 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. To be entitled to attend and vote at the meeting, and for the purposes of determining how many votes a member may cast, a member must be entered in the Company's register of members at 11.00am, UK time (12 noon South African time) on 19 July 2011 (or in the event of any adjournment, 11.00am, UK time (12 noon South African time) on the date which is two days before the time of the adjourned meeting). Changes to entries in the register of members after that time are disregarded in determining the rights of any person to attend and vote at the meeting. For the purposes of the South African section of the register of members, the reference in this note to 'members' shall mean certificated shareholders and dematerialised shareholders with 'own name' registration.

4. 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 11.00am, UK time (12 noon South African time) on 19 July 2011. 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 (physical address 70 Marshall Street, Johannesburg 2001). 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'), and 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 who wish 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 at www.euroclear.com. 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 of an 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 11.00am on 19 July 2011. 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.

SABMiller plc Notice of Annual General Meeting 2011

1. 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.

2. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided they do not do so in relation to the same shares.

3. Under section 527 of the Companies Act 2006, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.

4. Any member attending the meeting has the right to ask questions. The Company must cause to be answered any question relating to the business being dealt with at the meeting but no answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

5. A copy of this notice, and other information required by section 311A of the Companies Act 2006, can be found at www.sabmiller.com.

6. Copies of the contracts of service of the directors of the Company will be available for inspection at the place of the meeting from 10.30am on the day of the meeting until the conclusion of the meeting.

7. 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.

8. 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.

9. 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.

10. As at 2 June 2011, the Company's share capital consisted of 1,587,647,328 ordinary shares with voting rights, and a further 72,068,338 ordinary shares held in treasury. Therefore, the total number of voting rights in the Company as at that date was 1,587,647,328.

11. The results of the polls will be announced to the London Stock Exchange and the JSE Limited as soon as practicable following the meeting, and will be published on the Company's website at www.sabmiller.com.

12. 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.

SABMiller plc Notice of Annual General Meeting 2011

Notice of Annual General Meeting 2011

continued

Unsolicited investment advice – warning to shareholders

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 UK 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. A 2006 survey by the Financial Services Authority (FSA) reported that the average amount lost by investors was 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 reports into the Company.

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/home.do.
• 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.
• Report the matter to the FSA either by calling 0845 6061234 or by completing an online form at: http://www.fsa.gov.uk/Pages/Doing/Regulated/Law/Alerts/form.shtml. If you deal with an unauthorised firm, you would not be eligible to receive payment under the Financial Services Compensation Scheme.

South African shareholders may report such approaches to the Financial Services Board (FSB) on:

Toll Free: 0800 110443

Facsimile: 012 347 0221

Email: [email protected]

Complete the FSB online complaint form which can be found on their website www.fsb.co.za.

SABMiller plc Notice of Annual General Meeting 2011

Explanatory notes to the resolutions to be proposed at the Annual General Meeting

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 2011 together with the reports of the directors and auditors. These are contained within the Annual Report 2011.

Resolution 2

APPROVAL OF THE DIRECTORS' REMUNERATION REPORT

The board seeks shareholders' approval of the Directors' Remuneration Report 2011, which is included on pages 65 to 75 in the Annual Report 2011.

Resolutions 3 to 19

ELECTION AND RE-ELECTION OF DIRECTORS

The Company's articles of association require the directors to submit themselves for election at the first opportunity after their appointment and from then on for re-election every three years. However, the new UK Corporate Governance Code published by the Financial Reporting Council recommends that all directors of FTSE 350 companies should be subject to annual re-election. Although there is no consensus among UK institutional shareholders on whether annual re-election of the entire board is appropriate or not, the board has decided that all directors should submit themselves for re-election at this annual general meeting. Biographical details of all of the 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 each of the directors standing 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.

In relation to those directors offering themselves for election for the first time, Ms Knox and Ms Weir were not included in the formal evaluation process which was completed before they joined the board on 19 May 2011. The board and the nomination committee believe that Ms Knox and Ms Weir bring a wealth of strategic, financial and international experience to the board and the appointments will further strengthen the balance of independent directors and reflect the Company's continued commitment to the process of the progressive renewal of the board, and to the benefits of diversity of background, gender and experience at board level. Mr Jamie Wilson has been appointed as chief financial officer of the SABMiller group with effect from 21 July 2011, and the directors propose his election to the board in succession to Mr Malcolm Wyman, who is retiring as chief financial officer, and is not offering himself for re-election at the annual general meeting. Mr Wilson combines a unique operational, commercial and financial perspective with a proven track record in the business. He brings a considerable breadth of industry experience, acquired both within SABMiller and the wider alcohol beverage sector. Further details are set out in the corporate governance report on pages 50 to 51 in the Annual Report 2011.

Resolution 20

APPROVAL OF FINAL DIVIDEND

A final dividend can only be paid after it has been approved by the shareholders. A final dividend of 61.5 US cents per share in respect of the year ended 31 March 2011 is recommended by the directors for payment to shareholders who are on the register of members at the close of business on 5 August 2011 in South Africa and in the United Kingdom. If approved, the date of payment of the final dividend will be 12 August 2011. From the commencement of trading on 21 July 2011 until the close of business on 5 August 2011 no transfers between the United Kingdom and South African Registers will be permitted and from 1 August 2011 until 5 August 2011, both days inclusive, no shares may be dematerialised or rematerialised.

Resolutions 21 and 22

REAPPOINTMENT OF AUDITORS AND AUDITORS' REMUNERATION

The auditors of a company must be reappointed at each general meeting at which accounts are presented.

Resolution 21, on the audit committee's recommendation, proposes the reappointment of the Company's existing auditors, PricewaterhouseCoopers LLP, until the next general meeting at which accounts are presented. Resolution 22 is a separate resolution which gives authority to the directors to determine the auditors' remuneration.

Resolutions 23 and 24

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 551 of the Companies Act 2006 (the 'Act'), ordinary shares up to an aggregate nominal value of US$7,915,340 (which represented approximately 5 per cent. of the Company's issued ordinary share capital as at 2 June 2010) (the 'Section 551 Authority'); and

(b) an authority disapplying Section 561 of the Act to allow the board to allot shares for cash in certain circumstances other than pro rata to all shareholders (the 'Section 561 Authority').

The existing Section 551 Authority and the Section 561 Authority are due to expire on 22 July 2011. The board proposes that both of these authorities are renewed for a further period of one year. The Section 551 Authority proposed in Resolution 23 as an ordinary resolution will therefore expire at the conclusion of the next AGM or on 21 October 2012, if earlier (unless previously renewed, varied or revoked by the Company in general meeting) and will give authority to the directors to allot shares up to an aggregate nominal amount of US$7,938,235 which represents approximately 5 per cent. of the Company's issued ordinary share capital as at 2 June 2011 (excluding treasury shares). Although the guidelines issued by investor bodies in the United Kingdom allow for a Section 551 Authority to be sought over a number of shares representing approximately 67 per cent. of a company's issued share capital, this does not accord with market practice in South Africa, where a significant number of shareholders are resident. Accordingly, the board has determined that the Section 551 Authority should only be sought in respect of approximately 5 per cent. of the Company's issued ordinary share capital (excluding treasury shares). Therefore, on any occasion that the board believes it necessary to allot a number of shares for any purpose with an aggregate nominal value which is in excess of US$7,938,235, 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.

In addition to the general authority to allot shares referred to above, the directors also have authority to allot, for the purposes of the Company's broad-based black economic empowerment transaction

SABMiller plc Notice of Annual General Meeting 2011

Explanatory notes to the resolutions to be proposed at the Annual General Meeting continued

in South Africa (the 'BBBEE Transaction'), ordinary shares up to an aggregate nominal value of US$16,519,600.20. This authority expires at the end of 13 January 2015, but the Company may allot ordinary shares pursuant to the BBBEE Transaction after that date as if the authority had not expired.

As at 2 June 2011, the Company owned 72,068,338 shares as treasury shares within the meaning of Section 724(5) of the Act. The Company may also come to hold further treasury shares and it may exercise its authorities to deal with treasury shares 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.

Similarly, the Section 561 Authority proposed in Resolution 24 as a special resolution will expire at the conclusion of the next AGM or 21 October 2012, if earlier, or (only in relation to an allotment other than a sale of treasury shares) on any earlier expiry of the Section 551 Authority. Resolution 24 contains a general disapplication of the statutory pre-emption rights that exist for shareholders under Section 561(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$7,938,235, which represents approximately 5 per cent. of the Company's issued ordinary share capital as at 2 June 2011 (excluding treasury shares). This amount complies with guidelines issued by investor bodies in the United Kingdom. Whilst the directors have no present intention of exercising this authority, they consider it desirable that they should have the flexibility to act in the best interests of shareholders when appropriate.

Resolution 25

AUTHORITY TO REPURCHASE SHARES

The Company's articles of association contain a provision allowing the Company to purchase its own shares subject to the prior authority of the members having been obtained. In accordance with the board's previous practice, Resolution 25 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 158,764,700 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 2 June 2011 (excluding treasury shares)) 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 2 June 2011 is 32,831,559 which represents approximately 2.07 per cent. of the issued share capital at that date (excluding treasury shares). If the Company were to purchase shares up to the maximum permitted by this resolution, the number of ordinary shares subject to outstanding options would represent approximately 2.30 per cent. of the issued share capital as at 2 June 2011 (excluding treasury shares).

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.

The Act permits companies to hold in treasury any shares acquired by way of market purchases, 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 727 of the Act permits a company at any time to sell shares from treasury for cash (subject to statutory preemption provisions), to transfer shares from treasury for the purposes of an employee share scheme, or to cancel them. If the Company were to purchase any of its own shares pursuant to the authority conferred by Resolution 25, 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 issued or transferred for the purposes of the Company's employee share plans rather than through issuing new shares or purchasing shares on the open market.

No dividends will be paid on shares whilst held in treasury and no voting rights will be exercised in respect of treasury shares.

Resolution 26

NOTICE OF GENERAL MEETINGS

Changes made to the Companies Act 2006 by the Companies (Shareholders' Rights) Regulations 2009, which implement the EU Shareholder Rights Directive and took effect on 3 August 2009 ('Shareholders' Rights Regulations') increase the notice period for general meetings of the Company to 21 days unless shareholders approve a shorter notice period, which cannot be less than 14 clear days (although annual general meetings will continue to be held on at least 21 clear days notice). This approval must be given at the immediately preceding annual general meeting or at a general meeting held since that annual general meeting. The requisite approval was given at last year's AGM and the Company would like to preserve this ability to convene general meetings (other than an AGM) on 14 clear days' notice. Resolution 26 seeks such approval. The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed. The shorter notice period will not be used as a matter of routine. Rather the board will consider whether the use of the flexibility offered by the shorter notice period is merited in any particular case, taking into account the circumstances, including whether the business of the meeting is time-sensitive, and is thought to be to the advantage of shareholders as a whole.

SABMiller plc Notice of Annual General Meeting 2011

Appendix 1

Biographies of all the directors, together with details of the board committees, determinations of independence and attendance records, can be found on pages 50 to 51 and 57 to 58 of the Annual Report 2011.

Short biographies of directors proposed for election

Lesley Knox (57)
MA

Lesley Knox joined the board in May 2011. She is the Chairman of Alliance Trust PLC and is a Trustee of the Grosvenor Estates and Chairman of Grosvenor Group Limited. She is currently the Senior Non-Executive Director of Hays plc. Lesley originally qualified as a solicitor and then spent 15 years with Kleinwort Benson from 1981 to 1996, first in corporate finance, where she became a director in 1986, and then as Chief Executive of the institutional asset management business. In 1997 she moved to the British Linen Bank, becoming Governor in 1999, and was subsequently a founder director of British Linen Advisers from 1999 to 2003. She has held a variety of non-executive directorships with international and British companies, recently with an emphasis on the retail sector, and is involved with a number of arts and charitable organisations.

Helen Weir (48)
CBE FCMA

Helen Weir joined the board in May 2011. She was Group Executive Director – Retail at Lloyds Banking Group plc until May this year. She originally joined Lloyds as Group Finance Director in 2004, and took over responsibility for the Retail bank in 2008. From 2000 until 2004, she was Group Finance Director of Kingfisher plc, and before that Finance Director of B&Q, which she joined in 1995. Helen spent her early career at Unilever and McKinsey & Co. She has previously held a number of non-executive directorships, including Royal Mail Holdings and the City of London Investment Trust. She is a member of the Said Business School Advisory Council, and was previously a member of the Accounting Standards Board. She is a Fellow of the Chartered Institute of Management Accountants.

James Wilson (52)
LL.B.(Hons), CA, ATII

James ('Jamie') Wilson joined SABMiller in 2005. He has been Deputy Chief Financial Officer since the announcement in May 2011 of his proposed appointment as the Company's Chief Financial Officer following the retirement of Mr Malcolm Wyman. Prior to this he held a number of senior positions in the group, including Senior Vice President, Market Development and Strategy, Miller Brewing Company, USA; Managing Director, SABMiller Russia; Managing Director for SABMiller's Central European businesses, and most recently Finance Director for SABMiller Europe.

He has 23 years of experience in the global beverage industry, having held a number of senior executive positions before joining SABMiller, notably Group Finance Director and Managing Director - Operations of Highland Distillers plc; Executive Chairman of Maxxium, the international drinks distribution business; Managing Director of Orpar SA, the parent company of Remy Cointreau; Strategy/Finance Director for Scottish Courage Ltd; and Strategy/Project Director for Scottish & Newcastle plc. He has a law degree from the University of Edinburgh, is a qualified chartered accountant and is a member of the Chartered Institute of Taxation.

Short biographies of directors proposed for re-election

Mark Armour (56)
MA, FCA

Mark Armour joined the board in May 2010. He has been the Chief Financial Officer of Reed Elsevier Group plc since 1996 and of its two parent companies, Reed Elsevier PLC and Reed Elsevier NV, having previously been a partner in the London office of Price Waterhouse.

From 2002 until 2004, he was Chairman of The Hundred Group of Finance Directors. He was a member of the Finance and Reporting Working Group of the UK Government's Company Law Review Steering Group, which reported in 2001, and a member of the group appointed by the Financial Reporting Council which produced the Smith Report on Audit Committees in 2003.

Geoffrey Bible (73)
FCA (Aust), ACMA

Geoffrey Bible joined the board in 2002 following completion of the Miller Brewing Company transaction. He served as Chief Executive Officer of Altria Group, Inc. from 1994 until April 2002 and as Chairman of the Altria board from January 1995 until August 2002, when he retired. He also served as Chairman of the board of Kraft Foods Inc. from March 2001 until his retirement in August 2002.

Dinyar Devitre (64)
BA (hons), MBA

Dinyar Devitre joined the board in 2007 as a nominee of Altria Group, Inc. He is a member of the board of Altria. Between April 2002 and March 2008 he was Senior Vice President and Chief Financial Officer of Altria and prior to his appointment to this position had held a number of senior management positions within the Altria group. He is a director of Western Union Company, Emdeon Inc. and a special advisor to General Atlantic LLC. He was a director of Kraft Foods Inc. from 2002 until March 2007. He serves as a Trustee of the Brooklyn Academy of Music, is a director of the Lincoln Center for the Performing Arts, Inc and is a Trustee Emeritus of the Asia Society.

SABMiller plc Notice of Annual General Meeting 2011

Appendix 1

continued

Graham Mackay (61)

BSc (Eng), BCom

Chief Executive

Graham Mackay joined The South African Breweries Limited 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 a director of Philip Morris International Inc.

John Manser (71)

CBE, DL, FCA

John Manser joined the board in 2001. He is Chairman of Shaftesbury PLC and was Chairman of Intermediate Capital Group plc and Deputy Chairman of Colliers CRE plc until 2010. He was previously Chairman of Hiscox Investment Management Ltd, London Asia Chinese Private Equity Fund Limited and Robert Fleming Holdings Limited, a former member of the President's Committee of the British Banking Association, a director of the Securities and Investments Board between 1986 and 1993 and is a past Chairman of the London Investment Banking Association.

John Manzoni (51)

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 Accenture Energy Advisory Board.

Miles Morland (67)

Miles Morland joined the board in 1999. He is founder and Chairman of two companies investing in Africa, Blakeney Management and Development Partners International. He is also a director of various companies investing in the emerging world.

Dambisa Moyo (42)

Ph.D, MPA, MBA, BSc

Dambisa Moyo joined the board in 2009. She is an international economist and commentator on the global economy and worked at Goldman Sachs for eight years. A Non-Executive Director of Barclays PLC, Lundin Petroleum and Barrick Gold Corporation, Dambisa previously worked at the World Bank in Washington D.C.

Dambisa is a Patron for Absolute Return for Kids (ARK), a hedge fund supported children's charity, and was a director of Room to Read and the Lundin for Africa Foundation until 2010.

Carlos Alejandro Pérez Dávila (48)

BA, MPhil

Carlos Pérez joined the board in 2005, following completion of the Bavaria transaction. He is a Managing Director at Quadrant Capital Advisors, Inc., and serves on the board and executive committee of Valorem S.A. He is also a director of Caracol Television S.A., Comunican S.A., Cine Colombia S.A. and the Queen Sofia Spanish Institute. He was previously an investment banker at Goldman Sachs, S.G. Warburg & Co. and Violy, Byorum & Partners.

SABMiller plc Notice of Annual General Meeting 2011
11

Rob Pieterse (68)

Rob Pieterse joined the board in 2008. He is chairman of the supervisory boards of Mercurius Groep B.V., and Royal Grolsch N.V. and is a member of the supervisory board of CSM N.V.

He spent 25 years at the multinational information services company, Wolters Kluwer N.V., where he was Chairman from 2000 until 2003. He was a Non-Executive Director of Mecom Group plc between 2007 and 2009 and has previously been a member of the supervisory boards of Connexxion Holding N.V., Essent N.V. and Koninlijke Wegener N.V. From 1999 to 2011, he served on the board of VEUO, the association of Dutch listed companies, and until April 2011, he served on the board of EuropeanIssuers.

Cyril Ramaphosa (58)
Bproc LLD(hc)

Cyril Ramaphosa joined the board of The South African Breweries Limited 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 the founder and chairman of Shanduka Group and Joint Non-Executive Chairman of Mondi Group. He holds directorships in Macsteel Global B.V., MTN Group Ltd, The Bidvest Group, Lonmin Plc, Standard Bank and Alexander Forbes and serves on the board of the Commonwealth Business Council.

He is a former Secretary General of the African National Congress (ANC) and was chairman of the Constitutional Assembly, which negotiated South Africa's first democratic constitution.

Alejandro Santo Domingo Dávila (34)
BA

Alejandro Santo Domingo joined the board in 2005, following completion of the Bavaria transaction. He is a Managing Director at Quadrant Capital Advisors, Inc., and serves on the boards of Valorem S.A., Comunican S.A. and Caracol Television S.A. He is the treasurer of Aid for AIDS Charity, a member of the board of trustees of The Metropolitan Museum of Art and is also a member of the board of the US-based DKMS Americas Foundation and WNET (Channel Thirteen).

Howard Willard (47)
BA(hons), MBA

Howard Willard joined the board in 2009 as a nominee of Altria Group, Inc. He is Executive Vice President and Chief Financial Officer of Altria Group and is responsible for the Accounting, Tax, Treasury, Audit, Investor Relations and Finance Decision Support and Budgeting organisations. He also oversees the financial services business of Philip Morris Capital Corporation and the Strategy and Business Development organisation. Prior to this he was Executive Vice President, Strategy and Business Development for Altria. Additionally he has held various leadership positions at Philip Morris USA Inc. in Finance, Sales, Information Services and Corporate Responsibility. Before joining the Altria family of companies in 1992 he worked at Bain & Company and Salomon Brothers Inc. He currently serves on the board of the YMCA of Greater Richmond.

Meyer Kahn (71)
BA (Law), MBA, DCom (hc), SOE
Chairman

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 The South African Breweries Limited 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.

SABMiller plc Notice of Annual General Meeting 2011

Important notes about the Annual General Meeting

Date

Thursday 21 July 2011 at 11.00am.

Venue

InterContinental London Park Lane, One Hamilton Place, Park Lane, London W1J 7QY, England
www.ichotelsgroup.com/intercontinental/en/gb/locations/london-parklane

Timing

The AGM will start promptly at 11.00am. Shareholders wishing to attend are advised to be in the venue no later than 10.45am. The reception area will be open from 10.00am, from which time refreshments will be served.

Travel information

By Underground

The nearest tube stations are Hyde Park Corner and Green Park.

By car

There is car parking at the hotel, available for a charge of £50 for 24 hours. Other public car parks are located nearby.

Admission

Shareholders are asked to register at the registration desk in the Grand Ballroom reception area at the venue. Shareholders and proxies may be required to provide proof of identity. Shareholders who hold their shares in nominee shareholdings should request a letter of representation if they wish to use an electronic handset to register their vote at the meeting. The admission process could take longer without identification.

The AGM is a meeting of shareholders and their representatives. However, at the discretion of the Company and subject to sufficient seating capacity, a shareholder may enter with one guest, provided the shareholder and guest register to enter the meeting at the same time. Proxies and corporate representatives, as they represent other shareholders, may not bring guests to the meeting.

Security

There will be a security check in the Grand Ballroom reception area at the venue. Please try not to bring any large bags or suitcases with you to the AGM, as they will delay admission.

We ask you also not to bring cameras, laptop computers or tape recorders. Mobile phones should be switched off from admission for the duration of proceedings.

Facilities

The Grand Ballroom has full wheelchair access. If you are hard of hearing and would like access to supportive facilities, or if you have a query about any other disability, please let us know in advance (telephone numbers for queries are given below) so that we can make the appropriate arrangements.

Enquiries and questions

Shareholders who intend to ask a question related to the business of the AGM are asked to register their name, address and question with the Company's Registrars. Personnel will be on hand to provide any advice and assistance required.

Recording

The Company intends to record the AGM for publication on its website at www.sabmiller.com. By attending the AGM, you acknowledge that you are aware that the meeting may be photographed and/or recorded and you grant irrevocable permission for your likeness, mannerisms and voice to be included in the recording of the AGM.

Questions about the AGM

If you have any questions about the AGM, please telephone (+44) (0)1483 264144 in Woking or (+27) (0)11 407 1761 in Johannesburg.

How to get there

We wish you a pleasant journey and look forward to welcoming you to the

InterContinental London Park Lane
One Hamilton Place, Park Lane
London W1J 7QY
England