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Scheme of Arrangement (Scheme) and Interconditional Capital Return (Capital Return) (Together, the Transaction)

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Scheme of Arrangement (Scheme) and Interconditional Capital Return (Capital Return) (Together, the Transaction) 27 October 2011 RELEASE OF EXPLANATORY BOOKLET Foster’s announces today that the Australian Securities and Investments Commission has registered the Explanatory Booklet in relation to the previously announced scheme of arrangement (Scheme) and interconditional capital return (Capital Return) (together, the Transaction). Printed copies of the Explanatory Booklet, including an independent expert's report, will be mailed to Foster's shareholders over the next week. A copy of the Explanatory Booklet, including the independent expert's report, is attached to this announcement. The Board of Foster’s unanimously recommends that Foster’s shareholders vote in favour of both the Scheme and the Capital Return at the shareholder meetings to be held on 1 December 2011, in the absence of a superior proposal. Subject to those same qualifications, each Director of Foster’s intends to vote all the Foster’s shares held or controlled by them in favour of the Scheme and the Capital Return at the shareholder meetings. Furthermore, the Independent Expert, Grant Samuel, has concluded that the Transaction is fair and reasonable, and in the best interests of Foster’s shareholders. The Independent Expert has assessed the full underlying value of Foster’s at between $5.17 and $5.70 per fully paid share. The Scheme and Capital Return consideration of $5.40 per fully paid share falls well within this range. If you have any questions in relation to the Scheme or the Capital Return, or the Explanatory Booklet, please contact the Foster’s shareholder information line on 1300 048 608 (within Australia) or +61 3 9415 4812 (international) on Business Days between 9.00am and 5.00pm (Melbourne time). Further information: Media Investors Andrew Butcher Chris Knorr Butcher & Co. Tel: +61 3 9633 2685 Tel: +61 3 9654 0735 Mob: +61 0417 033 623 Mob: +61 400 841 088 Ian Smith Bespoke Approach Tel: +61 8 8419 2888 Mob: +61 418 814 611 For personal use only Foster’s Group Limited ABN 49 007 620 886 Explanatory Booklet For a recommended scheme of arrangement and equal capital reduction in relation to the proposed acquisition of all of your Foster’s Group Limited shares by SABMiller Beverage Investments Pty Limited, an indirect wholly owned Australian subsidiary of SABMiller plc. VOTE IN FAVOUR The Directors recommend that you vote in favour of the Scheme and the Capital Return, in the absence of a Superior Proposal. The Independent Expert has concluded that the Transaction is fair and reasonable and in the best interests of Foster’s Shareholders. This Booklet is important and requires immediate attention. You should read this Booklet in its entirety before deciding whether or not to vote in favour of the resolutions to approve the Transaction. If you are in any doubt as to what you should do, you should seek independent financial, taxation or other professional advice before voting on the resolutions to approve the Transaction. If you have recently sold your Foster’s Shares, please ignore this Booklet. If you have any questions in relation to this Booklet or the Transaction you should call the Foster’s Shareholder Information Line on 1300 048 608 (within Australia) or +61 3 9415 4812 (international) on Business Days between 9.00am and 5.00pm (Melbourne time). For personal use only Financial Advisers Legal Adviser Important notices and disclaimers Purpose of this Booklet Shareholders should vote on the corporate representatives for the Meetings. This Booklet is important. Foster’s Scheme Resolution (on this matter The collection of some of this information is Shareholders should carefully read this Foster’s Shareholders must reach their required or authorised by the Corporations Booklet in its entirety before deciding own decision); or Act. whether or not to vote in favour of the (b) has prepared, or is responsible for, the Foster’s Shareholders who are individuals, resolutions to approve the Transaction. content of the explanatory statement. and other individuals in respect of whom This Booklet provides Foster’s Shareholders Investment decisions personal information is collected, have with information about the proposed This Booklet does not take into account the certain rights to access the personal acquisition of Foster’s by SABMiller individual investment objectives, financial information collected about them. Foster’s Beverage Investments and the proposed situation or needs of Foster’s Shareholders. Shareholders may contact the Share Capital Return, certain information required The information in this Booklet should not Registry if they wish to exercise these by law and all other information known be relied upon as the sole basis for any rights. to the Directors which is material to the investment decision. Foster’s Shareholders The information may be disclosed to decision of Foster’s Shareholders to vote should seek independent financial, taxation Foster’s, SABMiller, SABMiller Beverage in favour of, or against, the resolutions to or other professional advice before making Investments and their respective related approve the Transaction and includes: any decision regarding the Transaction. bodies corporate and Advisers, print and mail service providers, share registries, • the explanatory statement required by Forward looking statements securities brokers and any other service Part 5.1 of the Corporations Act in relation Certain statements in this Booklet are to the Scheme; and provider to the extent necessary to effect about the future. Foster’s Shareholders the Transaction. • a statement of all the information known should be aware that there are risks (both to Foster’s that is material to Foster’s known and unknown), uncertainties, If the information outlined above is not Shareholders in deciding how to vote on assumptions and other important factors collected, Foster’s may be hindered in, or the Capital Return Resolution, as required that could cause the actual conduct, prevented from, conducting the Meetings by section 256C(4) of the Corporations results, performance or achievements of or effecting the Transaction. Act. Foster’s to be materially different from Foster’s Shareholders who appoint an Responsibility for information the future conduct, results, performance individual as their proxy, attorney or Except as set out in paragraphs (a) and or achievements expressed or implied corporate representative to vote at the (b) below, this Booklet has been prepared by such statements or that could cause Meetings should inform that individual of by, and is the responsibility of, Foster’s the future conduct to be materially the matters outlined above. and the SABMiller Parties do not assume different from historical conduct. Such Interpretation any responsibility for the accuracy or risks, uncertainties, assumptions and Capitalised terms used in this Booklet are completeness of this Booklet. other important factors include, among defined in the glossary in Section 8. (a) The information contained in Section other things, the reasons why Foster’s Figures, amounts, percentages, estimates, 5 has been prepared by, and is the Shareholders may not want to vote in calculations of value and fractions in this responsibility of, SABMiller and favour of the Transaction set out in Section Booklet are subject to the effect of rounding. SABMiller Beverage Investments and 1.2. Deviations as to future conduct, results, Accordingly, the actual calculation of these the Foster’s Parties do not assume performance and achievements are both figures may differ from the figures set out in any responsibility for the accuracy normal and to be expected. this Booklet. or completeness of the information None of the Foster’s Parties, the SABMiller All references to times in this Booklet are contained in Section 5. Parties or any other person gives any references to the time in Melbourne, Australia, (b) The Independent Expert’s Report representation, assurance or guarantee that unless otherwise stated. All dates following contained in Appendix 1 to this Booklet the occurrence of the events expressed or the date of the Scheme Meeting and General has been prepared by, and is the implied in any forward looking statements Meeting are indicative only and are subject responsibility of, Grant Samuel and in this Booklet will actually occur. Foster’s to Court approval, Foster’s Shareholder the Foster’s Parties and the SABMiller Shareholders are cautioned about relying approval, ASX approval and the satisfaction Parties do not assume any responsibility on any such forward looking statements. or, where applicable, waiver of the other for the accuracy or completeness of the The forward looking statements in this Conditions Precedent to the implementation Independent Expert’s Report. Booklet reflect views held only as at of the Transaction. the date of this Booklet. Additionally, Role of ASIC and ASX Unless otherwise specified, all references to statements of the intentions of SABMiller A copy of this Booklet has been lodged “$”, “A$”, “dollar” and “cent” are references and SABMiller Beverage Investments to Australian currency. with ASIC in accordance with section reflect their present intentions as at the 256C(5) of the Corporations Act and date of this Booklet and may be subject No internet site is part of this Booklet registered by ASIC pursuant to section to change. Subject to the Corporations Foster’s and SABMiller maintain internet 412(6) of the Corporations Act. ASIC has Act and any other applicable laws or websites. Any references in this Booklet been requested to provide a statement, regulations, Foster’s, SABMiller and to any website is a textual reference for in accordance with section 411(17)(b) of SABMiller Beverage Investments disclaim information only and no information the Corporations Act, that ASIC has no any duty to update any forward looking contained in any website forms part of this objection to the Scheme. If ASIC provides statements other than with respect to Booklet. the statement, the statement will be information that they become aware of Date of this Booklet produced to the Court at the time of the prior to the Meetings which is material to This Booklet is dated 26 October 2011.
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