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SABMiller plc: Bond Issue

SABMiller announces publication of ZAR 6,000,000,000 DMTN Programme Memorandum

SABMiller plc (the "Company") announces that its wholly-owned South African subsidiary SABSA Holdings Limited (formerly SABSA Holdings Proprietary Limited) ("SABSA") has issued a programme memorandum (the "Programme Memorandum") relating to the establishment by SABSA of a ZAR 6,000,000,000 Domestic Medium Term Note Programme guaranteed by the Company (the "Programme").

The Programme Memorandum was approved by the Johannesburg stock exchange, JSE Limited ("the JSE"), and registered on the Interest Rate Market of the JSE on 13 December 2012. The Company expects that notes issued under the Programme ("Notes") will be listed on the Interest Rate Market of the JSE, although under the terms of the Programme Memorandum unlisted Notes or Notes listed on another financial exchange may also be issued. No Notes are being issued or offered at this time. The net proceeds of any issue of Notes will be applied by SABSA for general corporate purposes, or as may be otherwise described in the applicable pricing supplement relating to such Notes.

The Programme Memorandum is available for viewing on the JSE's website www.jse.co.zaand will also shortly be available at www.sabmiller.com. The Programme Memorandum supersedes and replaces in its entirety the programme memorandum published by SABSA and SABFIN Proprietary Limited ("SABFIN") on 7 July 2007 (as amended) in respect of SABSA's and SABFIN's ZAR 4,000,000,000 domestic medium term note programme (the programme limit under which was increased to ZAR 6,000,000,000 on 24 December 2008), except in relation to notes issued prior to the date of the Programme Memorandum. SABSA has appointed Absa Corporate and Investment Bank (a division of Absa Bank Limited) as its debt sponsor in relation to the Programme in accordance with the JSE's debt listing requirements.

This announcement may not be distributed, directly or indirectly, in or into the United States, Canada, Australia or Japan. It does not constitute an offer to sell or the solicitation of an offer to buy securities referred to herein or an invitation or inducement to purchase such securities.

Notes have not been and will not be, registered under the US Securities Act of 1933, as amended (the "Act"), and may not be offered or sold in the United States (as such term is defined in Regulation S under the Act) unless they are registered under the Act or pursuant to an exemption from registration. No public offer of Notes is being or will be made in the United States.

This announcement does not constitute or form part of any offer or any solicitation to purchase, nor shall it, or the fact of its distribution, form the basis of, or be relied on, in any purchase. This announcement and any subsequent offer of securities may be restricted by law in certain jurisdictions and persons receiving this announcement or any subsequent offer should inform themselves about and observe any such restriction. Failure to comply with such restrictions may violate securities laws of any such jurisdiction.

20 Dec. 2012

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