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Sabmiller Plc Anheuser-Busch Inbev SA/NV

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Sabmiller Plc Anheuser-Busch Inbev SA/NV THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART II OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT 2006. THIS DOCUMENT RELATES TO A TRANSACTION WHICH, IF IMPLEMENTED, WILL RESULT IN THE CANCELLATION OF THE LISTINGS OF SABMILLER SHARES ON THE OFFICIAL LIST OF THE LONDON STOCK EXCHANGE AND THE MAIN BOARD OF THE JOHANNESBURG STOCK EXCHANGE, AND OF TRADING OF SABMILLER SHARES ON THE LONDON STOCK EXCHANGE’S MAIN MARKET FOR LISTED SECURITIES AND ON THE MAIN BOARD OF THE JOHANNESBURG STOCK EXCHANGE. THE SECURITIES PROPOSED TO BE ISSUED PURSUANT TO THE UK SCHEME WILL NOT BE REGISTERED WITH THE SEC UNDER THE US SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE APPROVAL OF THE HIGH COURT OF JUSTICE IN ENGLAND AND WALES PROVIDES THE BASIS FOR THE SECURITIES TO BE ISSUED WITHOUT REGISTRATION UNDER THE US SECURITIES ACT, IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT PROVIDED BY SECTION 3(a)(10). If you are in any doubt as to the action you should take, you are recommended to seek your own independent advice as soon as possible from your stockbroker, bank, solicitor, accountant, fund manager or other appropriate independent professional adviser who, if you are taking advice in the United Kingdom, is appropriately authorised to provide such advice under the United Kingdom Financial Services and Markets Act 2000 (as amended), or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom. Recommended Acquisition of SABMiller plc (incorporated and registered in England and Wales with registered number 03528416) by Anheuser-Busch InBev SA/NV (incorporated in Belgium and registered with the Crossroads Bank of Enterprises under number 0417.497.106 RPM/RPR (Brussels)) (through Newbelco SA/NV) (incorporated in Belgium and registered with the Crossroads Bank of Enterprises under number 0649.641.563 RPM/RPR (Brussels)) to be effected by means, among other steps, of a Scheme of Arrangement under Part 26 of the Companies Act 2006 This document (including any documents incorporated into it by reference) should be read as a whole and in conjunction with the AB InBev Transaction Documents, for which AB InBev and the AB InBev Directors and/or Newbelco and/or the Newbelco Directors (as applicable) are responsible (available on AB InBev’s website at www.ab-inbev.com and at www.globalbrewer.com). If you sell or otherwise transfer or have sold or otherwise transferred all of your SABMiller Shares or SABMiller ADSs, please send this document (but not any accompanying personalised documents) at once to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, such documents should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you sell or have sold or otherwise transferred only part of your holding of SABMiller Shares or SABMiller ADSs, please retain these documents and consult the bank, stockbroker or other agent through whom the sale or transfer was effected. The release, publication or distribution of this document and/or the accompanying documents (in whole or in part) in or into jurisdictions other than the United Kingdom, the United States, Belgium, Mexico and South Africa may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document and any accompanying documents come should inform themselves about and observe any such restrictions. Any failure to comply with those restrictions may constitute a violation of the securities laws of any such jurisdiction. The accompanying Forms of Proxy, GREEN Form of Election, SA Voting Instruction Form or ADS Voting Instruction Card (as applicable) are personalised. If you have recently purchased or been transferred SABMiller Shares, you should contact the relevant SABMiller Registrar on the appropriate telephone number set out on page 13 of this document to obtain the appropriate forms. If you have recently purchased or been transferred SABMiller ADSs and you are a registered holder of such SABMiller ADSs, you should contact the SABMiller ADS Depositary using the contact details found at www.adr.com to obtain an ADS Voting Instruction Card. If you hold such SABMiller ADSs indirectly, you should contact the bank, broker, financial institution or administrator through which you hold such SABMiller ADSs for details on how to provide voting instructions. Please refer to page 12 of this document for further details on the documents you should have received. You should carefully read the whole of this document (including any document incorporated into it by reference) and the accompanying Forms of Proxy, GREEN Form of Election, SA Voting Instruction Form or ADS Voting Instruction Card (as applicable). Your attention is drawn, in particular, to the letter from the Chairman of SABMiller in Part I of this document which contains the unanimous recommendation of the SABMiller Directors that you vote in favour of the UK Scheme at the UK Scheme Court Meeting and the SABMiller Resolution at the SABMiller General Meeting. A letter from Robey Warshaw, J.P. Morgan Cazenove, Morgan Stanley, Goldman Sachs and Centerview Partners explaining the Transaction in greater detail and the action to be taken by you appears in Part II of this document and constitutes an explanatory statement in compliance with section 897 of the Companies Act 2006. Notices of the UK Scheme Court Meeting and the SABMiller General Meeting, both to be held at the Grosvenor House Hotel, 86-90 Park Lane, London, W1K 7TN, United Kingdom on 28 September 2016, are set out at Parts XI and XII of this document respectively. The UK Scheme Court Meeting will start at 9.00 a.m. and the SABMiller General Meeting at 9.15 a.m. (or as soon thereafter as the UK Scheme Court Meeting has concluded or been adjourned). The action to be taken by SABMiller Shareholders in relation to the SABMiller Meetings is set out on pages 14 to 17 and in paragraph 37 of Part II of this document. It is very important that SABMiller Shareholders use their votes so that the UK Court can be satisfied that there is a fair representation of their views. If the UK Scheme becomes Effective, it will be binding on all SABMiller Shareholders, irrespective of whether or not they attended or voted at the UK Scheme Court Meeting and the SABMiller General Meeting (and, if they attended and voted, whether or not they voted in favour). SABMiller Shareholders will find accompanying this document a BLUE Form of Proxy for use in connection with the UK Scheme Court Meeting and a WHITE Form of Proxy for use in connection with the SABMiller General Meeting. To be valid, Forms of Proxy should be completed, signed and returned in accordance with the instructions printed on them and returned to the relevant SABMiller Registrar as soon as possible and, in any event, so as to be received by no later than 9.00 a.m. UK time (10.00 a.m. South African standard time) on 26 September 2016 in respect of the UK Scheme Court Meeting and 9.15 a.m. UK time (10.15 a.m. South African standard time) on 26 September 2016 in respect of the SABMiller General Meeting. If you hold SABMiller Shares in CREST, you may be able to use the CREST electronic proxy appointment service, and if you are a SABMiller Shareholder registered on the South African Register with an e-mail address on record, you may be able to use the Computershare electronic proxy appointment service. Proxies sent electronically must be sent as soon as possible and, in any event, so as to be received by the SABMiller UK Registrar or SABMiller South African Registrar, as the case may be, by not later than 9.00 a.m. UK time (10.00 a.m. South African standard time) on 26 September 2016 in respect of the UK Scheme Court Meeting and 9.15 a.m. UK time (10.15 a.m. South African standard time) on 26 September 2016 in respect of the SABMiller General Meeting. Alternatively, BLUE Forms of Proxy (but NOT WHITE Forms of Proxy) may be handed to the SABMiller UK Registrar or the Chairman of the UK Scheme Court Meeting before the start of the UK Scheme Court Meeting at 9.00 a.m. on 28 September 2016. Completion and return of a Form of Proxy (or electronic appointment of a proxy) will not preclude SABMiller Shareholders from attending and voting in person at the UK Scheme Court Meeting, the SABMiller General Meeting or any adjournment thereof, if you wish and are so entitled. Underlying Shareholders who hold SABMiller Shares in uncertificated form in the STRATE system and who wish to appoint a proxy or proxies for the SABMiller Meetings or any adjournments thereof should, in a timely manner, provide their CSDP or broker with their voting instructions in accordance with the terms of the custody agreement entered into between the Underlying Shareholder and the CSDP or broker. The SA Voting Instruction Form may be used for this purpose. Underlying Shareholders who wish to attend the meeting in person should, in a timely manner, 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 by the terms of the custody agreement entered into between the Underlying Shareholder and the CSDP or broker.
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