East African Breweries Limited

EAST AFRICAN BREWERIES LIMITED

Incorporated in Kenya under the Companies Act (Chapter 486 of the Laws of Kenya)

(Registration Number C.5/34)

Circular to Shareholders Recommended proposal for the sale of a subsidiary, Central Glass Industries Limited

This Circular is issued by East African Breweries Limited (the "Company") for the purpose of providing information to shareholders in connection with the resolution to be proposed at the Extraordinary General Meeting ("EGM") to be held at Safari Park Hotel, Ruaraka, Nairobi, at 11:00 a.m. on 27th May 2015 to approve the proposal for the sale of a subsidiary of the Company, Central Glass Industries Limited to Consol Glass Proprietary Limited (or its nominee) as required under the provision of paragraph G.06(b) of the Fifth Schedule to the Capital Markets (Securities) (Public Offers, Listing and Disclosures) Regulations, 2002.

The Capital Markets Authority has approved this Circular. As a matter of policy, the Capital Markets Authority does not assume any responsibility for the correctness of any statements or opinions made or reports contained in this Circular.

When considering what to do you are recommended to seek independent advice from your stockbroker, bank manager, lawyer or other professional adviser. If you have disposed of all your shares in the Company, please forward this document together with the notice dated 30th April 2015 accompanying this Circular, to the stockbroker, banker or other agent through whom you disposed of your shares.

A Notice of the EGM is set out at the end of this Circular.

If you are currently a shareholder but are unable to attend the EGM please complete and return the form of proxy enclosed at the end of this Circular. To be valid, the form of proxy must be completed and returned in accordance with the instructions printed on it, so as to be received by the Company Secretary at the registered office of East African Breweries Limited at Corporate Centre, Thika Road, Ruaraka, P.O. Box 30161, 00100, Nairobi, Kenya, by no later than 10:00 a.m. on 25th May 2015, failing which it will be invalid.

When attending the EGM, please ensure that you (or your proxy, as applicable) bring the Admission Card with the details of the shareholder completed.

Dated 30th April 2015

EABL CORPORATE RECORD AND TRANSACTION ADVISERS

Registered Office

Corporate Centre, Ruaraka, P.O. Box 30161, 00100, Nairobi, Kenya

Directors

Mr. Charles Muchene (Chairman)

Dr. Nick Blazquez (Deputy Chairman)

Mr. Charles Ireland

Mr. Evanson Mwaniki

Dr. Allan Shonubi

Ms. Tracey Barnes

Ms. Susan Githuku

Ms. Jane Karuku

Mr. Japheth Katto

Mr. Nehemiah Mchechu

Mr. Andy Fennell

Company Secretary

Ms. Ruth Ngobi, Corporate Centre, Ruaraka, P.O. Box 30161, 00100, Nairobi, Kenya

Auditors

KPMG Kenya, 8th Floor ABC Towers, Waiyaki Way, P.O. BOX 40612 – 00100, Nairobi, GPO.

Share Registrar

Custody & Registrar Services Limited, 6th Floor, Bruce House, Standard Street, P.O. Box 8484, 00100, Nairobi, Kenya

Legal Adviser Kaplan&Stratton Advocates

Kaplan & Stratton Advocates, Williamson House, 4th Ngong Avenue, P.O. Box 40111, 00100, Nairobi, Kenya

- 1 -

EXPECTED TIMETABLE OF KEY EVENTS

Action to be taken Time

Date of Share Purchase Agreement 31st March 2015

Date of Circular 30th April 2015

Latest time and date for receipt of forms of proxy 10:00 a.m. on 25th May 2015 (being not less than 48 hours before the EGM)

Extraordinary General Meeting 11:00 a.m on 27th May 2015

Anticipated completion of the Sale To be confirmed at the EGM

- 2 -

Definitions

The following definitions apply throughout this Circular, unless the context requires otherwise:

"CAK" the Competition Authority of Kenya, established under the Competition Act (chapter 504 of the laws of Kenya)

Central Glass Industries Limited, a private limited liability company "CGIL" (incorporated in Kenya under registration number C.23691)

"Company" or "EABL" East African Breweries Limited, a public limited liability company (incorporated in Kenya under registration number C.5/34), and listed on

the Main Investment Market Segment of the Nairobi Stock Exchange, and also listed on the Dar es Salaam Stock Exchange and the Uganda Securities Exchange

Consol Glass Proprietary Limited, a private limited liability company "Consol" (incorporated and registered in South Africa under registration number 2006/034503/07)

"Directors" or "Board" the Directors of the Company

"EGM" the extraordinary general meeting of the Company to be held on 27th May 2015, convened by the Notice

a supply agreement to be entered between CGIL and the Company "Framework Supply Agreement" pursuant to which CGIL will supply glass products to the Company

"Group" the Company and its subsidiaries

"KES" Kenya Shillings

"Management Services Agreement" a management services agreement to be entered between CGIL and the Company pursuant to which EABL will provide certain management and

general assistance services to CGIL

the notice dated 30th April 2015 issued by the Company accompanying "Notice" this Circular and convening the EGM for the purposes of considering and, if thought fit, approving the resolution contained therein

the proposed sale of the entire issued share capital of CGIL by the "Sale" Company to Consol as described in this document

the share purchase agreement dated 31st March 2015 between the "Share Purchase Agreement" Company and Consol in respect of the Sale.

- 3 -

Letter from the Chairman of East African Breweries Limited

To all shareholders of East African Breweries Limited 30th April 2015

Dear Shareholder,

Proposed Sale of Shares in Central Glass Industries Limited

On 1 April 2015, your Board announced that it had approved the Company entering into a conditional agreement for the sale of the entire issued share capital in CGIL to Consol. Under paragraph G.06 of the Fifth Schedule to the Capital Markets (Securities) (Public Offers, Listing and Disclosures) Regulations, 2002 issued under the Capital Markets Act (chapter 485A of the laws of Kenya), it is a requirement for the Company to seek and obtain your approval of the Sale because it involves the disposal of a subsidiary of the Company. The purpose of this Circular is to provide you with information on the reasons for, and the terms of, the Sale.

Background to and Reasons for the Sale

Initially a joint venture between EABL and an international development fund, CGIL produced its first products in April 1987 from its newly completed furnace whose construction had been commenced two years earlier. CGIL produces glass containers in flint, amber and green to internationally required standards and is now one of the leading container glass manufacturer in the East African region, with a fully integrated glass container manufacturing plant with printing facilities for bottle labelling in Kasarani, Nairobi. CGIL currently supplies its products to customers in Kenya, primarily the EABL group, and sells the extra capacity to local customers such as the Coca Cola group as well as a number of other customers primarily based in Uganda, Tanzania and Rwanda.

Following a thorough strategic review of its business operations and assets, EABL decided to exit the glass business in order to focus more on its core business of manufacturing, marketing and distributing alcoholic beverages and in order to unlock additional value for its shareholders by using the proceeds of sale to reduce existing debt in the Company. Following receipt of a number of offers from selected prospective purchasers, EABL concluded negotiations with Consol by agreeing to the Sale on the terms set out in the Share Purchase Agreement on 31st March 2015.

The Company, based on the above, believes that the Sale will allow for increased investment in its core beverage business, thereby ensuring that EABL remains on a strong and profitable growth trajectory. This Sale will also enable the Company to reduce its existing debt.

Further information on CGIL and Consol and their businesses are set out in Schedule 1 and Schedule 2 to this Circular respectively.

The Principal Terms of the Sale

The Company has entered into the Share Purchase Agreement with Consol under which Consol will acquire 100% of the issued share capital of CGIL, subject to satisfaction or waiver of a number of conditions set out below. The Share Purchase Agreement contains certain indemnities and warranties, which are subject to customary limitations on liability and disclosures. During the interim period between signing and completion, EABL is required to run CGIL’s business in the ordinary course and to form a joint interim committee (comprising EABL and Consol representatives) to ensure a seamless hand over.

Following completion of the Share Purchase Agreement, CGIL will cease to be a member of EABL’s group and will become a member of Consol’s corporate group.

Consideration Payable for CGIL

It has been agreed between the Company and Consol that the consideration payable in respect of the Sale is KES. 4,491,215,200, subject to a purchase price adjustment mechanism to calculate the price to be paid in cash by Consol on completion of the Share Purchase Agreement.

- 4 -

Effect of the Sale on Existing Shareholders

The purchase price will be used by the Company to reduce existing debt and in investing in its core beverage business. The Sale will also enable the Company to divest of a non-core asset enabling increased focus on core business activities with a view to increasing its profits and returning value to shareholders.

Approvals for the Sale

Completion of the Share Purchase Agreement is conditional on the satisfaction or waiver of various conditions, including obtaining approval from the shareholders of the Company pursuant to paragraph G.06(b) of the Fifth Schedule to the Capital Markets (Securities) (Public Offers, Listing and Disclosures) Regulations, 2002, obtaining approval from the CAK pursuant to the Competition Act (chapter 504 of the laws of Kenya), obtaining consent from the South African Reserve Bank to enable Consol to make the relevant payments under the Share Purchase Agreement, and other conditions relating to CGIL’s business operations. At the date of this Circular, an application to the CAK for merger consent has been made and EABL shareholder approval is being sought in accordance with the terms of the Notice. The other conditions remain outstanding but are expected to be satisfied or waived prior to completion of the Share Purchase Agreement.

Risks Relating to the Sale and Material Adverse Change

As noted above, the Sale is conditional on a number of approvals from third parties. The Sale is also dependent on (a) there being no corruption investigation launched in relation to CGIL or no material adverse change to the business and operations of CGIL during the period between signing and completion, and (b) there being no material adverse change in the business and operations of Consol which results in Consol’s providers of financing not providing adequate funds to enable Consol to satisfy its payment obligations under the Share Purchase Agreement. In the event that Consol does not receive adequate funds due to a material adverse change in its business and operations, Consol has agreed to pay EABL a break fee of KES 102,224,304.

Ancillary Agreements

The terms of a number of ancillary commercial agreements have also been agreed as between EABL and CGIL, which will be entered into on completion, including a Framework Supply Agreement which will ensure continuity of supply of glass bottles to EABL and its group for a term of five years and in respect of which CGIL has agreed to pay EABL a success fee of KES 420,000,000. Pursuant to a management services agreement which will also be entered into on completion, EABL has agreed to provide certain management and general assistance services to CGIL for fees of KES 200,000,000 for an initial period of two months after completion, and a monthly fee of KES 100,000,000 for additional services to be provided for twelve months following completion.

Additional Information

Additional information and disclosures are included in Schedules 1 to 2 to this Circular. These are as follows:

Schedule 1 - Information on CGIL

Schedule 2 - Information on Consol

Copies of the following documents will be available for inspection by shareholders, free of charge, at the Company's offices at Tusker House, Ruaraka, P. O. Box 30160-00100, Nairobi, Kenya between 9.00 a.m. and 5.00 p.m. Monday to Friday (except public holidays) from the date of this Circular until the conclusion of the EGM:

(a) Share Purchase Agreement;

(b) Framework Supply Agreement; and

Advisers’ Consents

- 5 -

Each of the advisers to EABL, whose names appear on page 1 of this Circular, have separately given and have not withdrawn their consent to the issue of this Circular with the inclusion of their own names and references to them in the form and context in which they appear.

Responsibility Statement

The Directors of the Company, whose names appear on page 1 of this Circular, accept responsibility for the information contained herein. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Circular is in accordance with the facts and does not omit anything likely to affect the import of such information.

Recommendation

The Board has considered and believes that the Sale is in the best interests of the Company and its shareholders. The purchase price payable by Consol is reflective of market value and constitutes a fair value for CGIL. The ability of CGIL to continue the supply of glass bottles to the Company for many years to come is an attractive feature, ensuring that the Company obtains high quality glass produced by CGIL enhanced by Consol’s vast experience and know-how. Accordingly, the Directors unanimously recommend that the shareholders vote in favour of the resolution that will be proposed at the EGM as they intend to support the resolution in respect of their own shareholdings.

If you are in any doubt as to what action to take, you may seek independent advice from your stockbroker, bank manager, lawyer or other professional adviser of your choice.

Yours sincerely,

______

Charles Muchene Chairman

- 6 -

Schedule 1 - Information on CGIL

A. Background

1 Central Glass Industries Limited

CGIL is a private limited liability company incorporated under the Companies Act on 5th February 1982 under company number C.23691.

The authorised share capital of CGIL is KES 880,000,000 divided into 44,000,000 shares of KES 20 each, 43,515,115 of which have been issued. The current shareholders are as follows:

Shareholder Number of shares

East African Breweries Limited 43,515,114

Tracey Barnes (as nominee for EABL) 1

Total 43,515,115

2 History and Business of CGIL

CGIL is a private company incorporated in Kenya on 5th February 1982 and limited by shares. It was established to produce glass containers in flint, amber and green to internationally required standards and is currently a leading container glass manufacturer in the East African region.

The manufacturing plant is a modern, fully integrated container glass manufacturing plant with additional printing facilities for bottle labeling. Since inception the plant has at all times utilised its full daily melting capacity. The initial furnace was only capable of melting originally 70 tonnes per day. As a result of the growth of EABL’s business, there was a need to increase this capacity and, in 1995, the furnace was expanded to its present capacity of 130 to 140 tonnes per day, good for 100 glass containers, in 73 different shapes and sizes, per year. Recently the company completed a KES 1.3 billion project to refurbish the furnace, the production equipment and construction of storage facilities. The new furnace and new production equipment was commissioned in January 2015.

With original know how from Oberland Glass - Germany and a highly trained workforce, the manufacturing plant ably serves both the local and export markets. Continuous contact to international developments in glass container manufacture is maintained by means of a technical support agreement with WOE Hamburg.

During its 2014 financial year CGIL exported to Uganda, Tanzania, Rwanda, Seychelles and Zimbabwe and that it also had minor exports to Malawi and the DRC during the two years prior to that.

The Company has a total of 90 permanent members of staff.

B. Management of CGIL

CGIL operates a sound system of corporate governance under which the board of directors oversee CGIL's operations on behalf of shareholders, approves policies and procedures and monitors key performance indicators as agreed between the Management and the Board so as to help ensure that the company achieves its strategic objectives. Particulars of the Directors and Company Secretary of CGIL are set out below.

- 7 -

1 Board of Directors

Mr. Charles Muchene (Chairman and Non-Executive Director)

Mr. Muchene was appointed Chairman to the board of EABL in February 2012 and at the same was also appointed Chairman to the board of CGIL. Prior to this appointment, he was the Country Senior Partner of PricewaterhouseCoopers, a position he served for 11 years. Over the last decade, he has been a thought leader and commentator on issues affecting businesses in the region and was one of the founders. He is also a past chairman of the East African Business Summit. He holds a B Com degree from the University of Nairobi, is a Fellow of the Institute of Certified Public Accountants of Kenya, a Member of the Institute of Certified Public Secretaries of Kenya and a member of the Institute of Directors. Mr. Muchene also serves on the boards of CfC Stanbic Holdings Limited and CfC Stanbic Bank Limited.

Mr. Charles Ireland (Executive Director)

Mr. Ireland was appointed Group Managing Director & CEO of EABL in April 2013, and joined the Board of CGIL at the same time. Prior to this appointment, he was the Managing Director of Guinness Anchor Berhad, Diageo plc’s leading premium beer joint venture business in Malaysia, for the previous five years during which he delivered significant top and bottom line growth in volume, as well as market share and revenue gains. Mr Ireland joined Diageo in 1997 from Nestle, and has since held a number of senior positions among these General Manager of Diageo Philippines, Commercial Director Asia and more recently Managing Director of GAB; a position he has held until his current appointment. Charles has more than 25 years of commercial experience working in the FMCG sector.

Ms. Tracey Barnes (Executive Director)

Ms. Barnes was appointed Group Finance Director of EABL in January 2012 and joined the Board of CGIL at the same time. Tracey joined Diageo plc in 1998 as the GBS Director Global Supply Chain and has over the years had a truly global career, with subsequent roles including Finance Director - Netherlands Hub, Senior Vice President Finance - America Supply, Finance Director - Ireland and GAR Director - Africa, Europe and GDBS. A Biochemistry graduate from Oxford University, Tracey joined PricewaterhouseCoopers in London and after qualifying as a Chartered Accountant in 1988, she joined their management consultancy division. In 1991, Tracey joined Eastman Kodak where she held various divisional Financial Director positions in the UK business and the European region until 1998 when she joined Diageo.

Ms. Ruth Theddesia Ngobi (Company Secretary)

Ms. Ngobi was appointed Group Company Secretary in February 2013. She is a lawyer by profession having been admitted as an Advocate of the High Court of Kenya in 1985. Ruth holds a Bachelor of laws degree from University of Kent in Canterbury and a Master of Laws degree from University of Cambridge, both in the United Kingdom. She is a Member of the Law Society of Kenya and the Institute of Certified Public Secretaries Society of Kenya.

2 Senior Management

Mr. Joseph Kabui Mureithi– General Manager

Mr. Mureithi was seconded to CGIL from EABL in 2010 as the General Manager. He is a highly resourceful management professional who sets the CGIL's vision and mission, oversees strategy development and execution for profitable growth and is responsible for the overall management of CGIL. His work experience spans over 19 years in generalist and managerial roles with organizations in the FMCG industry and accountancy practice.

Ms. Leah Ngatia – HR Business Partner

- 8 -

Ms. Ngatia is a human resource specialist with over 10 years’ human resource management experience within EABL. She possesses a thorough comprehension of all matters pertaining to employees life cycle from recruitment to retirement. She has a total understanding of the Labour Laws applicable in Kenya and has been very resourceful in managing employee relations.

Mr. Stanley Mbehero - Head of Finance

Mr. Mbehero is a certified public accountant with over 19 years’ financial, administration, management and accounting experience. He possesses a thorough comprehension of budget preparation, cash flow management, risk analysis, taxation, ledger maintenance, payroll management, preparation of financial management reports, governance, controls and compliance. Stanley was seconded to CGIL from EABL in 2012 after having worked in various markets in senior finance roles in the beer and spirits business.

Mr. Samuel Mbugu - Head of Operations

Mr. Mbugu is a mechanical engineer with over 25 years’ experience in glass making, engineering and power generation with emphasis on process control, maintenance and continuous improvement.

Mr. Daniel Munyua - Sales and Marketing Manager

Mr. Munyua has over 18 years’ experience in sales and marketing with emphasis in customer service, sales promotions, branding, market trends analysis, market expansion and growth. He was seconded to CGIL from EABL in 2011 where he was a regional sales manager with Kenya Breweries Limited.

Mr. John Kimani – Safety Manager

Mr. Kimani is a safety/environment engineering professional, registered with Directorate of Occupational Safety and Health as a Safety Advisor. His work experience spans over 15 years with emphasis in SHEQ management systems, process engineering, maintenance, risk assessment, audit, project management and contractor management.

Mr. Evans Wanjohi - Quality, Environment and Continuous Improvement Manager

Mr. Wanjohi joined CGIL in August 2014. He has over 19 years’ experience in manufacturing in varying managerial roles in the chemicals industry with an emphasis in continuous improvement.

C. Financial Information on CGIL

1 Historical Financial Information

CGIL prepares its financial statements in KES to 30 June each year in accordance with International Financial Reporting Standards. The financial statements for the five financial periods to 30 June 2014 have been subject to audit and have received unqualified audit reports.

The tables that follow set out extracts from CGIL’s audited financial statements for the five financial periods to 30 June 2014.

Table 1: CGIL Summarised Statements of Financial Position

2014 2013 2012 2011 2010

KES’ 000 KES’ 000 KES’ 000 KES’ 000 KES’ 000

Revenue 1,891,261 2,061,828 2,031,222 1,669,883 1,740,234

Cost of sales (1,529,891) (1,488,807) (1,454,761) (1,213,344) (1,144,801)

Gross profit 361,370 573,021 576,461 456,539 595,433

- 9 -

Other operating income 4,949 5,201 3,579 7,539 2,341

Administrative expenses (162,375) (122,391) (113,971) (121,410) (111,765)

Selling and distribution - (6,903) (5,824) (2,364) (3,130) expenses

Other operating (47,466) (39,940) (50,537) (48,130) (93,101) expenses

Operating profit 156,478 408,988 409,708 292,174 389,778

Net finance 54,771 89,393 132,213 26,804 51,663 (costs)/income

Profit before tax 211,249 498,381 541,921 318,978 441,441

Tax (76,465) (154,893) (163,186) (96,547) (138,773)

Profit for the year 134,784 343,488 378,735 222,431 302,668

Table 2: CGIL’s Summarised Statements of Comprehensive Income

2014 2013 2012 2011 2010

KES’ 000 KES’ 000 KES’ 000 KES’ 000 KES’ 000

Revenue 1,891,261 2,061,828 2,031,222 1,669,883 1,740,234

Total Expenses (1,680,012) (1,563,447) (1,489,301) (1,350,905) (1,298,793)

Taxation (76,465) (154,893) (163,186) (96,547) (138,773)

Comprehensive Income 134,784 343,488 378,735 222,431 302,668

Table 3: CGIL’s Summarised Statements of Cash Flows

2014 2013 2012 2011 2010

KES’ 000 KES’ 000 KES’ 000 KES’ 000 KES’ 000

Operating activities

Cash from operations 834,757 657,124 283,843 500,417 (141,337)

Interest (paid)/received 54,771 89,393 132,213 26,804 51,663

Tax paid (123,069) (233,873) (77,311) (179,254) (192,784)

Net cash from operating 766,459 512,644 338,745 347,967 (282,458) activities

- 10 -

Investing activities

Purchase of plant and (333,633) (136,105) (118,550) (45,817) (63,267) equipment

Proceeds from disposal - 2,165 - - - of plant and equipment

Cash paid for purchase - - - - - of intangible assets

Net cash (used in) (333,633) (133,940) (118,550) (45,817) (63,267) investing activities

Financing activities

Dividends Paid (432,796) (378,735) (220,416) (302,668) (252,600)

Net movement in - - - - - shareholders loans

Net cash (used in)/from (432,796) (378,735) (220,416) (302,668) (252,600) financing activities

Increase/(decrease) in 30 (31) (221) (518) (598,325) cash and cash equivalents

Movement in cash and cash equivalents

At start of year (31) - 221 739 599,064

Increase/(decrease) 30 (31) (221) (518) (598,325)

At end of year (1) (31) - 221 739

3.6 CGIL’s latest financial performance

Profit & Loss Account for the period 1 July 2014 to 31 December 2014

KES’ 000

Sales 621,968

Cost of Sales (532,533)

Gross Profit 89,435

Gross Profit Margin (%) 14%

Other operating income 4,684

Administrative expenses (145,302)

- 11 -

Other operating expenses (7,855)

Total Expenses (148,474)

Profit from Operations (59,039)

Net finance (costs)/income (9,395)

Profit/(Loss) Before Tax (68,435)

Taxation -

Profit/(Loss) After Tax (68,435)

- 12 -

Schedule 2 - Information on Consol

A. Background

3.1 Consol Glass Proprietary Limited

Consol is a private company duly incorporated and registered in accordance with the laws of the Republic of South Africa (registration number 2006/034503/07).

In April 2009 Consol acquired all of the assets and operations of the JSE listed Consol Limited after the successful takeover by a private equity consortium (led by Brait, Old Mutual and Sanlam), thus changing the Consol group's status from a publicly listed company to a privately owned company.

The authorised share capital of Consol is 2,000,000 ordinary shares, 66 667 of which have been issued to Consol Holdings Proprietary Limited. Consol is a wholly-owned subsidiary of Consol Holdings Proprietary Limited.

3.2 History and Business of Consol

Consol has been in existence since May 1946 when it was incorporated as "Consolidated Glass Works Limited” and set about building a flagship factory in Wadeville, Germiston. In 1956 Consol built a new glass factory at Bellville in the Western Cape and in 1982 a further glass factory was opened in Clayville in the province of Gauteng. In 2011 Consol opened its newest glass factory in Nigel in the province of Gauteng.

In 2014, the Consol group acquired a 51% shareholding in Glassforce Limited, a container glass packaging company in Nigeria that was established and has been operating since 2003.

In South Africa, Consol manufactures and markets an extensive range of standard and premium glass packaging products in a variety of shapes, sizes, colours and weights, primarily for the beverage and food industries. Consol operates four glass manufacturing sites with eleven glass furnaces and twenty nine production lines in South Africa and operates a furnace with two production lines in Nigeria. Consol’s key customers include established multinationals such as SAB Miller, Distell, Diageo, Heineken, Namibia Breweries and Tiger Brands.

B. Management of Consol

Consol operates a sound system of corporate governance under which the board of directors oversee Consol’s operations on behalf of shareholders, approves policies and procedures and monitors key performance indicators as agreed between the Management and the Board so as to help ensure that the company achieves its strategic objectives. Particulars of the Executive Directors of Consol are set out below.

3.3 Executive Directors

Mr. Michael (Mike) Arnold (Group Managing Director)

Mr. Arnold has been the Group Managing Director of the Consol Group since 2002. Mike joined the AVI Limited group in 1992 and was a director of National Brands Limited. He was appointed the chief executive officer of McCain Foods (SA) (Proprietary) Limited between 2000 and 2002. He holds a Bachelor of Commerce degree from the University of South Africa.

Mr. Karuna Nayager (Group Finance Director)

Mr. Nayager has been the Group Financial Director of the Consol Group since 2004. Karuna was previously the financial director of The Cold Chain (Proprietary) Limited (a subsidiary of Imperial Holdings Limited) between 2002 and 2004 and prior to that was a financial manager at SABMiller. He holds a Bachelor of Commerce degree and a Bachelor of Accountancy degree from the University of Witwatersrand and is a Chartered Accountant (SA).

Mr. Dale Carolin (Sales & Marketing Director)

- 13 -

Mr. Carolin is currently the Sales and Marketing Director of the Consol Group. Since 2004 and prior to that he was a Category Executive of the Consol Group. Dale holds a Bachelor of Arts (Honours) degree in Industrial Relations from Rhodes University.

Mr. Johan du Plessis (Information Technology Director)

Since 2002, Johan has been the information Technology Director of the Consol Group. Prior to joining Consol, he was information officer at Kumba Resources. Johan holds a Bachelor of Electrical and Electronic Engineering degree from the University of Johannesburg.

Thami Mkhuzangwe (Human Resources Director)

Since December 2006, Mr. Mkhuzangwe has been the Human Resources Director of Consol the Consol Group. From 2003 to 2006, he served as Human Resources Executive of Super Group Limited and prior to that he served as Human Resources Manager of Tiger Brands Limited. Thami holds a Bachelor of Arts degree in Industrial Psychology from the University of the Western Cape and a Bachelor of Arts (Honours) degree in Human Resources from the University of Johannesburg.

Paul Curnow (Manufacturing Services Director)

Mr. Curnow joined Consol as a graduate engineer in 1998 and over the past sixteen years he has held various managerial positions across the central technical support functions and also as the General Manger of the Wadeville manufacturing facility. He was appointed as Manufacturing Services Director of the Consol Group in 2009 and currently oversees the group technical and supply chain functions. Paul holds a BSc degree from the University of Natal.

- 14 -

EAST AFRICAN BREWERIES LIMITED

Incorporated in Kenya under the Companies Act (Chapter 486 of the Laws of Kenya)

(Registration Number C.5/34)

Notice of Extraordinary General Meeting

Notice is hereby given that an Extraordinary General Meeting of the Company will be held at Safari Park Hotel, Ruaraka, Nairobi, at 11:00 a.m. on 27th May 2015 for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as an ordinary resolution:

THAT the proposed sale by the Company of 100% of the issued share capital of Central Glass Industries Limited on or substantially on the terms and subject to the conditions of the sale and purchase agreement dated 31 March 2015 (the “Share Purchase Agreement”) as described in the circular to shareholders issued by the Company on 30th April 2015 be approved and that the directors be authorised to do all things that are, in their opinion (or the opinion of a duly authorised committee of them), necessary or desirable to give effect to and complete the Share Purchase Agreement with such modifications, amendments, variations or waivers as they (or any such committee) consider to be necessary or desirable.

By order of the Board Registered office:

Ruth Ngobi Corporate Centre,

Company Secretary Ruaraka

P.O. Box 30161- 00100

Nairobi, Kenya

30th April 2015

Notes:

A shareholder entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him or her. A proxy need not be a shareholder of the Company.

To be effective, the instrument appointing a proxy must be deposited with the Registrar of East African Breweries Limited no later than 10:00 a.m. on 25th May 2015, failing which it will be invalid. The instrument appointing a proxy should be sent by post to Custody & Registrar Services Limited, Bruce House, 6th Floor, Standard Street, P. O. Box 8484-00100, Nairobi, alternatively it can be scanned and emailed to [email protected] in PDF format.

A form of proxy must be in writing and, in the case of an individual, shall be signed by the shareholder or by his attorney and, in the case of a corporation, the proxy must be either under its common seal or signed by its attorney or by an officer on behalf of the corporation.

When attending the Extraordinary General Meeting, please ensure that you (or your proxy, as applicable) bring the Admission Card attached at the end of the form of proxy, with the details of the shareholder completed.

- 15 -

FORM OF PROXY

East African Breweries Limited

(Incorporated in the Republic of Kenya under the Companies Act (Cap. 486)

(Registration No. C. 5/34)

EXTRAORDINARY GENERAL MEETING at 11:00 a.m. on 27th May, 2015

at Safari Park Hotel, Ruaraka, Nairobi

I/We ______

______of (address) ______

______

Share A/C No ______being a member(s) of East African Breweries Limited, hereby appoint

______of (address) ______or, failing him, the duly appointed Chairman of the meeting to be my/our Proxy, to vote on my/our behalf at the Extraordinary General Meeting of the Company to be held at 11:00 a.m. on 27th May, 2015 at Safari Park Hotel, Ruaraka, Nairobi or at any adjournment thereof.

As witness to my/our hands this ______day of ______2015

Signature(s) ______

This form is to be used *in favour of / against the resolution. Unless otherwise instructed the proxy will vote as he thinks fit.

*strike out whichever is not desired.

Notes:

This Proxy is to be delivered to the Registrar of East African Breweries Limited no later than 10:00 a.m. on 25th May 2015, failing which it will be invalid. The proxy should be sent by post to Custody & Registrar Services Limited, Bruce House, 6th Floor, Standard Street, P. O. Box 8484-00100, Nairobi, alternatively it can be scanned and emailed to [email protected] in PDF format.

------CUT ALONG DOTTED LINE ------

ADMISSION CARD

PLEASE ADMIT ______Name of Shareholder to the Extraordinary General Meeting of East African Breweries Limited Address of Shareholder which is to be held at Safari Park Hotel, Ruaraka, Nairobi, Kenya on 27th May, 2015 at 11:00 a.m. This admission card must be produced by the shareholder or his proxy in order to obtain entrance to the Extraordinary Share Account Number: General Meeting.

- 16 -

Ruth Ngobi Number of shares held

Company Secretary

- 17 -