Proof 8: 11.1.12 SABMiller Holdings Inc. fully and unconditionally guaranteed by SABMiller plc US$1,000,000,000 1.850% Notes due 2015 Issue Price: 99.994% US$2,000,000,000 2.450% Notes due 2017 Issue Price: 99.809% US$2,500,000,000 3.750% Notes due 2022 Issue Price: 99.522% US$1,500,000,000 4.950% Notes due 2042 Issue Price: 99.335% The US$1,000,000,000 1.850% Notes due 2015 (the ‘‘2015 Notes’’), US$2,000,000,000 2.450% Notes due 2017 (the ‘‘2017 Notes’’), US$2,500,000,000 3.750% Notes due 2022 (the ‘‘2022 Notes’’) and the US$1,500,000,000 4.950% Notes due 2042 (the ‘‘2042 Notes’’, and together with the 2015 Notes, 2017 Notes and the 2022 Notes, the ‘‘Notes’’) are being offered by SABMiller Holdings Inc., a company organised under the laws of the State of Delaware in the United States of America (the ‘‘Issuer’’ or ‘‘SABMiller Holdings’’). The Notes will be fully and unconditionally guaranteed (the ‘‘Guarantees’’) by SABMiller plc, a public limited company organised under the laws of England and Wales (the ‘‘Guarantor’’ or ‘‘SABMiller’’). The Notes and the Guarantees will rank pari passu with all other direct, unsecured and unsubordinated obligations (except those obligations preferred by statute or operation of law) of the Issuer and the Guarantor, respectively. The Notes are redeemable in whole or in part at any time at the option of the Issuer or the Guarantor at redemption prices equal to the make-whole amounts described on page 92. In addition, each series of the Notes is redeemable in whole but not in part at the option of the Issuer or the Guarantor upon the occurrence of certain changes in taxation at their principal amount with accrued and unpaid interest to the date of redemption. The Notes will be issued initially in fully registered form as beneficial interests in Global Notes (as defined herein). Except as set forth herein, Global Notes will not be exchangeable for Definitive Notes (as defined herein). This document is a prospectus (the ‘‘Prospectus’’) for the purpose of Directive 2003/71/EC (the ‘‘Prospectus Directive’’). The Prospectus has been approved by the Central Bank of Ireland (the ‘‘Central Bank’’) as competent authority under the Prospectus Directive. The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the official list (the ‘‘Official List’’) and trading on its regulated market (the ‘‘Main Securities Market’’). The Main Securities Market is a regulated market for the purposes of Directive 2004/39/EC (the ‘‘Markets in Financial Instruments Directive’’). Such approval relates only to the Notes which are to be admitted to trading on a regulated market or for the purposes of Directive 2004/39/EC and/or which are to be offered to the public in any Member State of the European Economic Area. Investing in the Notes involves certain risks. For a discussion of certain factors that should be considered in connection with an investment in the Notes, see ‘‘Risk Factors’’ beginning on page 7. The Notes and the Guarantees have not been and will not be registered under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’), or any state securities laws and are being offered and sold within the United States only to ‘‘qualified institutional buyers’’ (‘‘QIBs’’) as defined in Rule 144A under the Securities Act (‘‘Rule 144A’’) and outside the United States to persons other than US persons as defined in and in reliance on Regulation S under the Securities Act (‘‘Regulation S’’). The Notes are being offered subject to various conditions and are expected to be delivered on or about 17 January 2012 through the facilities of The Depository Trust Company (‘‘DTC’’) and its participants, including Euroclear Bank, S.A./N.V. as operator of the Euroclear System (‘‘Euroclear’’) and Clearstream Banking, S.A. (‘‘Clearstream’’), against payment in immediately available funds. Joint Book-Running Managers Barclays Capital BofA Merrill Lynch J.P. Morgan Morgan Stanley BBVA Citigroup Mitsubishi UFJ Securities Mizuho Securities RBS Santander Global Banking & Markets 12 January 2012 ii The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer (which has taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The Guarantor accepts responsibility only for the information contained in this Prospectus relating to the Group (as defined below) and to the Guarantees. To the best of the knowledge of the Guarantor (which has taken all reasonable care to ensure that such is the case), the information contained in those parts of the Prospectus relating to the Group and to the Guarantees is in accordance with the facts and does not omit anything likely to affect the import of such information. No dealer, salesperson or other person has been authorised to give any information or to make any representation not contained in this Prospectus and, if given or made, any such information or representation must not be relied upon as having been authorised by the Issuer, the Guarantor, or the Initial Purchasers (as defined under ‘‘Plan of Distribution’’) or any of their respective affiliates. This Prospectus does not constitute an offer of any securities other than those to which it relates or an offer to sell, or a solicitation of an offer to buy, to any person in any jurisdiction where such an offer or solicitation would be unlawful. Neither the delivery of this Prospectus nor any sale made under it shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or the Guarantor since the date of this Prospectus or that the information contained in this Prospectus is correct as at any time subsequent to that date. This Prospectus is being provided to QIBs in the United States and to certain prospective investors other than US persons (as defined in Regulation S) outside the United States for use solely in connection with the offering of the Notes. Its use for any other purpose is not authorised. This Prospectus may not be copied or reproduced in whole or in part, nor may it be distributed or any of its contents be disclosed to any person other than the prospective investors to whom it is being provided. In making an investment decision, investors must rely on their own examination of the Issuer, the Guarantor and their respective affiliates, the terms of the Notes, the Guarantees and the financial information contained in this Prospectus and their own assessment of the merits and risks involved. None of the initial Purchasers or any of their directors, affiliates, advisers or agents has made an independent verification of the information contained in this Prospectus in connection with the issue or the offering of the Notes and no representation or warranty, express or implied is made by the Initial Purchasers or any of their directors, affiliates, advisers or agents with respect to the completeness or accuracy of such information. Investors acknowledge that they have not relied, and will not rely, on the Initial Purchasers in connection with their investigation of the accuracy of any information or their decision to invest in the Notes. The contents of this Prospectus are not to be considered as legal, business, financial, investment or tax advice. Prospective investors should consult their own counsel, accountants and other advisers as to legal, tax, business, financial, investment and related aspects of a purchase of the Notes. The contents of SABMiller’s website do not form any part of this Prospectus. The Initial Purchasers reserve the right to withdraw this offering of Notes at any time and to reject any commitment to subscribe for the Notes, in whole or in part. The Initial Purchasers also reserve the right to allot less than the full amount of the Notes sought by an investor. The Initial Purchasers and certain related entities may acquire a portion of the Notes for their own account. The laws of certain jurisdictions may restrict the distribution of this Prospectus and the offer and sale of the Notes. Persons who come into possession of this Prospectus or any of the Notes must inform themselves about, and observe, any such restrictions. None of the Issuer, the Guarantor, the Initial Purchasers or their respective representatives is making any representation to any offeree or any purchaser of the Notes regarding the legality of any investment in the Notes by such offeree or purchaser under applicable investment or similar laws or regulations. For a further description of certain restrictions on the offering and sale of the Notes and the distribution of this Prospectus, see ‘‘Plan of Distribution’’ and ‘‘Transfer Restrictions’’. IN CONNECTION WITH THE OFFERING OF THE NOTES, THE INITIAL PURCHASERS MAY OVER- ALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED PERIOD AFTER THE DATE OF ISSUE OF THE NOTES, PROVIDED THE AGGREGATE PRINCIPAL c106019pu010 Proof 8: 11.1.12_22:43 B/L Revision: 0 Operator BonP iii AMOUNT OF THE NOTES ALLOTTED DOES NOT EXCEED 105 PERCENT OF THE AGGREGATE PRINCIPAL AMOUNT OF THE NOTES THAT ARE THE SUBJECT OF THE OFFER. HOWEVER, THERE IS NO OBLIGATION ON THE INITIAL PURCHASERS TO DO THIS.