CONFORMED COPY 11 November 2015 ANHEUSER-BUSCH INBEV SA/NV SABMILLER PLC CO-OPERATION AGREEMENT 65 Fleet Street LON38577672 115646-0081 London EC4Y 1HS CONTENTS CLAUSE PAGE 1. Interpretation ................................................................................................ 1 2. Publication of the Announcement and the terms of the Transaction ............. 14 3. Undertakings in relation to satisfaction of the Pre-Conditions and the Regulatory Conditions ................................................................................ 14 4. UK Scheme Document and SABMiller Shareholders .................................. 19 5. AB InBev Transaction Documents .............................................................. 20 6. Implementation of the Transaction .............................................................. 21 7. SABMiller employees and share plans ........................................................ 26 8. Directors’ and officers’ insurance ................................................................ 27 9. Break Payment ............................................................................................ 28 10. Relevant Law .............................................................................................. 30 11. Termination ................................................................................................ 30 12. Representations and warranties ................................................................... 33 13. Notices ....................................................................................................... 34 14. Remedies and waivers ................................................................................. 35 15. Variation ..................................................................................................... 36 16. Invalidity .................................................................................................... 36 17. Entire agreement ......................................................................................... 36 18. Language .................................................................................................... 37 19. Third Party Rights ....................................................................................... 37 20. Assignment ................................................................................................. 37 21. Costs and expenses ..................................................................................... 37 22. Further assurance ........................................................................................ 38 23. Counterparts ............................................................................................... 38 24. Governing law and jurisdiction ................................................................... 38 Schedule 1 SABMILLER EMPLOYEES AND SHARE PLANS ............................ 40 Schedule 2 FINANCIAL INFORMATION REQUIREMENTS .............................. 49 Schedule 3 NEWCO STEPS ................................................................................... 52 Schedule 4 ZENZELE SCHEME ........................................................................... 55 Schedule 5 FORM OF ANNOUNCEMENT ........................................................... 57 LON38577672 115646-0081 -i- THIS AGREEMENT is entered into on 11 November 2015. BETWEEN: (1) ANHEUSER-BUSCH INBEV SA/NV, a public limited company (naamloze vennootschap/société anonyme) incorporated in Belgium, with its registered address at Grand Place 1, 1000 Brussels, Belgium and administrative office at Brouwerijplein 1, 3000 Leuven, Belgium and registered with the Crossroads Bank of Enterprises under number 0 417 497 106 RPM/RPR (Brussels) (AB InBev); and (2) SABMILLER PLC, a public limited company incorporated in England and Wales with its registered address at SABMiller House, Church Street West, Woking, Surrey GU21 6HS and company number 03528416 (SABMiller), together referred to as theparties and each as aparty to this Agreement. WHEREAS: (A) The parties have agreed to proceed with a recommended proposal for the acquisition of SABMiller by AB InBev, on the terms and subject to the conditions set out in the Announcement. (B) It is intended that the Transaction will be effected pursuant to the structure set out in paragraphs 10, 11 and 12 of the Announcement and Schedule 3 of this Agreement (the Proposed Structure). (C) The parties have agreed to take certain steps to effect the completion of the Transaction and wish to enter into this Agreement to record their respective rights and obligations relating to such matters. IT IS AGREED AS FOLLOWS: 1. Interpretation 1.1 In this Agreement, the following words and expressions have the meanings given below: AB InBev Adverse Recommendation Change means any failure to include the AB InBev Board Recommendation in the relevant Belgian Merger Document(s) and in the Belgian Offer Prospectus (or an announcement by AB InBev (i) that it will not convene the AB InBev General Meeting or (ii) prior to the publication of the Belgian Merger Document(s) and the Belgian Offer Prospectus, that the board of directors of AB InBev no longer intend to make the AB InBev Board Recommendation or intend adversely to modify such recommendation or no longer intend to publish the relevant Belgian Merger Document(s) or the Belgian Offer Prospectus (not including the Newco Belgian Merger Documents which shall be published by Newco)), or any withdrawal, adverse modification or adverse qualification without SABMiller’s written consent of the AB InBev Board Recommendation or any failure to reaffirm or re-issue the AB InBev Board Recommendation within five (5) Business Days of SABMiller’s reasonable request to do so, it being understood that the issue of any holding statement(s) issued by the AB InBev Board to AB InBev Shareholders following a change of circumstances (so long as any such holding statement contains LON38577672 115646-0081 1 an express statement that such recommendation is not withdrawn or adversely modified and does not contain a statement that the AB InBev Board intends to withdraw or adversely modify such recommendation) shall not constitute an AB InBev Adverse Recommendation Change unless there is a failure to reaffirm or re- issue the AB InBev Board Recommendation within five (5) Business Days of SABMiller’s reasonable request to do so following such holding statement (or, if less than five (5) Business Days from such holding announcement, before the start of the AB InBev General Meeting); AB InBev Board means the board of directors of AB InBev; AB InBev Board Recommendation means the unanimous and unconditional recommendation made by the board of directors of AB InBev to AB InBev Shareholders to approve the AB InBev Condition Resolutions; AB InBev Condition Resolutions means such shareholder resolutions of AB InBev as are necessary to approve, implement and effect the Belgian Merger, the Belgian Offer and the Transaction, including to the extent necessary the approval of any relevant AB InBev Transaction Document; AB InBev General Meeting means the general meeting of the AB InBev Shareholders (and any adjournment thereof) to be convened in connection with the Belgian Merger, the Belgian Offer and the Transaction for the purpose of considering, and, if thought fit, approving, the AB InBev TransactionResolutions; AB InBev Group means AB InBev, its subsidiaries and its subsidiary undertakings from time to time and member of the AB InBev Group shall be construed accordingly; AB InBev Listing Documents means such documentation as is required to be prepared by AB InBev or Newco in relation to the Listings, including the Belgian Listing Prospectus and the South African Offer Prospectus; AB InBev Shareholder Irrevocablesmeans the irrevocable undertakings entered into on or about the date of this Agreement between: (a) Stichting Anheuser-Busch InBev, SABMiller and AB InBev; (b) EPS Participations SaRL, SABMiller and AB InBev; and (c) BRC SaRL, SABMiller and AB InBev, andAB InBev Shareholder Irrevocablemeans any oneof them; AB InBev Shareholder Approval Longstop Date means the date falling one month prior to the Long Stop Date or, if later, the intended date of the SABMiller General Meeting as set out in the UK Scheme Document (when published), at such time as to enable (i) the AB InBev General Meeting to have concluded prior to the start of the UK Scheme Court Meeting and the SABMiller General Meeting and (ii) the UK Scheme Court Meeting and the SABMiller General Meeting to have concluded prior to the start of the Newco General Meeting, or such other date as may be agreed in writing by AB InBev and SABMiller; LON38577672 115646-0081 2 AB InBev Shareholdersmeans the shareholders of AB InBev from time to time; AB InBev Transaction Documents means the Belgian Share Issue Documents, the Belgian Offer Documents, the Belgian Merger Documents, the Belgian Merger US Documents, the SA Offer Document, the AB InBev Listing Documents and the notice convening the AB InBev General Meeting; AB InBev Transaction Resolutions means any resolutions (including the AB InBev Condition Resolutions) to be taken by the AB InBev General Meeting as are necessary or useful to approve, implement and effect (i) the Belgian Merger, (ii) the Belgian Offer, and (iii) any other step of the Transaction, including the approval of any relevant AB InBevTransaction Document; Acceptance Conditionmeans the acceptance condition to any UK Offer; Actmeans the Companies Act 2006 as amended from time to time; ADR Listingmeans the secondary listing of the New Ordinary Shares (and American Depositary Shares representing such New Ordinary Shares) on the New York Stock Exchange; Agreed Switch has the meaning given in Clause 6.9(a); Altria means Altria Group, Inc., a Virginia corporation whose principal place of business is at 6601 West Broad Street, Richmond, Virginia 23230, United States of America; Announcement means the announcement detailing the terms and conditions of the Transaction to be made pursuant to Rule 2.7 of the UK Code, in substantially the form set out in Schedule 5; Belgian Companies Code means the Belgian law of 7 May 1999, setting out the Companies Code, as amended from time to time; Belgian Listing means the listing and admission to trading of the New Ordinary Shares on Euronext Brussels; Belgian Listing Prospectus means the listing prospectus or equivalent document to be issued by Newco in accordance with the Belgian law of 16 June 2006 relating to the public offer of instruments and the admission to trading on regulated markets, and to be approved by the BFSMA for the purpose of the Belgian Listing; Belgian Merger means the reverse merger of AB InBev and Newco by way of which AB InBev will be absorbed by Newco, implemented in accordance with the Belgian Companies Code; Belgian Merger Documents means the Belgian documentation to be drawn up and made available to AB InBev and Newco shareholders in relation to the Belgian Merger, in accordance with the Belgian Companies Code; Belgian Merger US Documents means the US legal documentation to be drawn up and made available to AB InBev Shareholders and Newco Shareholders (including LON38577672 115646-0081 3 any SEC Registration Statements to be filed with, and declared effective by the SEC in relation to the Belgian Merger); Belgian Offer means the voluntary cash takeover offer by AB InBev for all of the Initial Shares pursuant to the Belgian Law of 1 April 2007 on takeover bids and the Belgian Royal Decree of 27 April 2007 on takeover bids; Belgian Offer Documents means the Belgian documentation to be drawn up in connection with the Belgian Offer, including, without limitation, the Belgian Offer Prospectus and the Newco Response Memorandum; Belgian Offer Prospectus means the prospectus relating to the Belgian Offer and made available to Newco Shareholders, drawn up pursuant to the Belgian Law of 1 April 2007 on takeover bids and the Belgian Royal Decree of 27 April 2007 on takeover bids and to be approved by the BFSMA; Belgian Rules means: (i) in respect of the UK Scheme and the Belgian Merger, the Belgian Companies Code and its implementing decrees; (ii) in respect of the Belgian Offer, the Belgian Law of 1 April 2007 on takeover bids, and the Belgian Royal Decree of 27 April 2007 takeover bids; and (iii) in respect of the Belgian Listing, the Belgian Law of 16 June 2006 relating to the public offer of investment instruments and the admission to trading of investment instruments on a regulated market and its implementing decrees; Belgian Share Issue Documents means the Belgian legal documentation to be drawn up in connection with the Capital Increase (including relevant board and auditor reports); Bevco means BEVCO LTD., whose address is Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda and whose registered number is 40536; BFSMAmeans the Belgian Financial Services and Markets Authority; Break Paymentmeans the sum of US$3,000,000,000 (US$ three billion); Break Payment Eventhas the meaning given in Clause 9.1; Business Day means a day, other than a Saturday, Sunday or public or bank holiday, when banks are open for business in London, Brussels, New York and Johannesburg; Capital Increase means the capital increase of Newco against the contribution in kind by the UK Scheme Shareholders of their SABMiller Shares and the issue of the Initial Shares to such SABMiller Shareholders in exchange for such contribution, to be approved by the Newco General Meeting in connection with the implementation of the UK Scheme; Cash Consideration means the cash consideration due to UK Scheme Shareholders under the terms of the Transaction (and not including the cash element of the Partial Share Alternative); CIPCmeans the South African Companies and Intellectual Property Commission; LON38577672 115646-0081 4 Clean Team Arrangements means the arrangements established pursuant to the Regulatory Clean Team Agreement between SABMiller and AB InBev dated on or around the date of this Agreement, the Joint Defence Agreement entered into in connection with the Transaction between, among others, AB InBev and SABMiller dated on or around the date of this Agreement and any additional clean team confidentiality agreements that may be concluded at a later stage; Clearances means any approvals, consents, clearances, permissions, confirmations, comfort letters and waivers that may need to be obtained and waiting periods that may need to have expired, from or under any of the laws, regulations or practices applied by any Relevant Authority (or under any agreements or arrangements to which any Relevant Authority is a party), in each case that are necessary and/or expedient to satisfy one or more of the Pre-Conditions and/or the Regulatory Conditions; Competing Proposalmeans: (a) an offer (including a partial, exchange or tender offer), merger, acquisition, dual-listed structure, scheme of arrangement, reverse takeover and/or business combination (or the announcement of a firm intention to do the same), the purpose of which is to acquire, directly or indirectly, 30 per cent. or more of the issued or to be issued ordinary share capital of SABMiller (when aggregated with the shares already held by the acquirer and any person acting or deemed to be acting in concert with the acquirer) or any arrangement or series of arrangements which results in any party acquiring, consolidating or increasing ‘control’ (as defined in the UK Code) of SABMiller; (b) the acquisition or disposal, directly or indirectly, of all or a significant proportion (being 25 per cent. or more) of the business, assets and/or undertakings of the SABMiller Group calculated by reference to any of its revenue, profits or value taken as a whole; (c) a demerger, any material reorganisation and/or liquidation involving all or a significant portion (being 25 per cent. or more) of the SABMiller Group calculated by reference to any of its revenue, profits or value taken as a whole; or (d) any other transaction which would be alternative to, or inconsistent with, or would be reasonably likely materially to preclude, impede or delay or prejudice the implementation of the Transaction (including, for the avoidance of doubt, any transaction or arrangement which would constitute a Class 1 transaction for the purposes of the UK Listing Rules undertaken by a member of the SABMiller Group) (it being acknowledged that completion of the Coca Cola Beverages Africa transaction that announced on 27 November 2014 shall not be such a transaction), in each case which is not effected by AB InBev (or a person acting in concert with AB InBev) or at AB InBev’s direction, whether implemented in a single transaction or a series of transactions and whether conditional or otherwise; LON38577672 115646-0081 5 Completion means completion of the Belgian Merger (following completion of the UK Scheme and the Belgian Offer); Completion Datemeans the date of Completion; Conditions means the conditions to the Transaction referred to in Appendix 2 of the Announcement andConditionshall be construed accordingly; Confidentiality Agreement means the confidentiality agreement between AB InBev and SABMiller dated 14 October 2015; Court means the High Court of Justice in England and Wales; Form of Election means the form of election, to be sent to SABMiller Shareholders by or on behalf of SABMiller pursuant to which a SABMiller Shareholder may make an election, in favour of AB InBev, for the Partial Share Alternative or the Cash Consideration in respect of his entire holding of SABMiller Shares (and not part only); Groupmeans, in the case of SABMiller, the SABMiller Group or, in the case of AB InBev, the AB InBevGroup; IFRS means the International Financial Reporting Standards as developed and approved by the International Accounting Standards Board; Incorporation Agent has the meaning given in Schedule 3; Initial Directors has the meaning given in Schedule 3; Initial Shareshas the meaning set out in the Announcement; JSE means the JSE Limited, a public company incorporated in accordance with the laws of South Africa and licensed as an exchange under the South African Financial Markets Act, 19 of 2012; Key Conditions means the Conditions set out in paragraphs (b) and (c) of Part A of Appendix 2 to the Announcement and paragraphs (o) to (z) inclusive of Part B of Appendix 2 to theAnnouncement; Law means any applicable statutes, common law, rules, ordinances, regulations, codes, orders, judgments, injunctions, writs, decrees, directives, governmental guidelines or interpretations having the force of law or bylaws, in each case, of a Relevant Authority; Lender Irrevocables means: (a) in the case of the SABMiller Shareholder Irrevocable entered into by Bevco, the Bank Irrevocables (as defined in the SABMiller Shareholder Irrevocable entered into by Bevco) entered into by BevCo from time to time, if any; and (b) in the case of the SABMiller Shareholder Irrevocable entered into by Altria, means any irrevocable undertakings (if any) entered into from time to time between AB InBev and any Pledgee (as defined in the SABMiller LON38577672 115646-0081 6 Shareholder Irrevocable entered into by Altria) in respect of any Pledged Shares (as defined in the SABMiller Shareholder Irrevocable entered into by Altria) in accordance with the provisions of the SABMiller Shareholder Irrevocable entered into by Altria, andLender Irrevocablemeans any one of them; Listings means the Belgian Listing, the South African Listing, the ADR Listing, the SEC Registration and the Mexican Listing; Long Stop Datemeans the date falling 18 months after the date of the Announcement or such later date as may be agreed in writing by SABMiller and AB InBev (with the Panel’s consent and as the UK Court may approve (if such approval(s) are required)); Mexican Listing means the secondary listing and admission to trading of the New Ordinary Shares on Bolsa Mexicana de Valores; Mexican Listing Prospectus means the listing prospectus (folleto informativo) issued by Newco in accordance with the Mexican Securities Exchange Act (Ley del Mercado de Valores) relating to the public offer of instruments and the admission to trading on regulated markets, and to be approved by the Mexican Securities and Exchange Commission (Comisión Nacional Bancaria y de Valores) for the purpose of the Mexican Listing; New Ordinary Shareshas the meaning set out in the Announcement; Newco means a newly incorporated limited company incorporated in Belgium, to be formed in accordance with paragraph 1 of Schedule 3 (and prior to the posting of the UK Scheme Document)for the purpose of implementing the Transaction; Newco Belgian Merger Documents means any Belgian Merger Documents that are required (i) to be prepared by Newco and/or (ii) to be made available to Newco Shareholders; Newco General Meeting means the general meeting of Newco Shareholders (and any adjournment thereof) to be convened in connection with the Transaction for the purpose of considering, and, if thought fit, approving, the Newco Resolutions; Newco Resolutions means any resolutions to be taken by the Newco General Meeting or the board of directors of Newco as are necessary to approve, implement and effect (i) the UK Scheme; (ii) the Capital Increase; (iii) the Belgian Offer; (iv) the Belgian Merger; (v) the adoption of new articles of association of Newco and its new governance (the principal terms of which are summarised in Appendix 6 of the Announcement) with effect from completion of the Belgian Offer; (vi) the appointment of new board members of Newco nominated by AB InBev with effect from completion of the Belgian Offer; (vii) any change in the name of Newco with effect from completion of the Belgian Merger; (viii) the repurchase and cancellation of the Newco shares held by the incorporators of Newco; and (ix) any other step of the Transaction, including the approval of any relevant AB InBev Transaction Documents, in each case in accordance with the provisions of Schedule 3 and (to the extent not inconsistent with Schedule 3) AB InBev’s instructions; LON38577672 115646-0081 7 Newco Response Memorandum means the response memorandum to be adopted by the board of directors of Newco in the context of the Belgian Offer pursuant to the Belgian Rules; Newco Shareholdersmeans holders of Newco Shares; Newco Shares has the meaning set outin the Announcement; Newco Undertakings means undertakings from Newco to the Court as part of the UK Scheme to take the steps legally necessary on its part (if any) to satisfy the conditions set out in paragraphs (b)(iv), (c)(iii), (c)(iv) and (c)(v) of Part A of Appendix 2 of the Announcement; Panelmeans the UK Panel on Takeovers and Mergers; Partial Share Alternative has the meaning set out in the Announcement; Pre-Conditions means the pre-conditions to the Transaction set out in Appendix 1 to the Announcement andPre-Conditionshall be construed accordingly; Proposed Structure has the meaning given to it in Recital B; Regulatory Conditions means the Conditions set out in paragraphs (a) to (n) inclusive, and paragraphs (aa) and (bb) (so far as, in the case of (aa) and (bb), the relevant third party under that Condition is a Relevant Authority) of Part B of Appendix 2 to the Announcement; Regulatory Information Servicemeans a regulatory information service as defined in the UK Listing Rules; Relevant Authority means any central bank, ministry, governmental, quasi- governmental, supranational (including the European Union), statutory, regulatory or investigative body, authority or tribunal (including any national or supranational anti- trust, competition or merger control authority, any sectoral ministry or regulator and any foreign investment review body), national, state, municipal or local government (including any subdivision, court, tribunal, administrative agency or commission or other authority thereof), any entity owned or controlled by them, any private body exercising any regulatory, taxing, importing or other authority, trade agency, association, institution or professional or environmental body in any jurisdiction, including, for the avoidance of doubt, the Panel, BFSMA, the New York Stock Exchange, the SEC, the CIPC, the JSE and the Financial Surveillance Department of the South African Reserve Bank; Relevant SABMiller Directors means the board of directors of SABMiller excluding those directors nominated by Altria or Bevco; Remedies means any conditions, measures, commitments, undertakings or remedies (including, but not limited to, disposals and any pre-divesture reorganisations by either party) offered or required in connection with the obtaining of any Clearances andRemedy shall be construed accordingly; LON38577672 115646-0081 8