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Notification of transactions of directors
SABMiller plc
JSEALPHA CODE: SAB
ISIN CODE: SOSAB
ISIN CODE: GB0004835483
Notification of transactions of directors, persons discharging managerial responsibilities or
connected persons in accordance with DTR 3.1
The independent trustee of the SABMiller plc Employees’ Benefit Trust (the EBT) notified
SABMiller plc (the Company) on 21 June 2013 that it had on 21 June 2013 exercised its
discretion and released ordinary shares in the Company to persons discharging managerial
responsibility (PDMRs), as summarised in the table below.
These shares relate to conditional awards of performance shares made on 1 June 2010
under the SABMiller plc Executive Share Award Plan 2008. These awards are only capable of
vesting if the Company’s Total Shareholder Return (TSR) exceeds the median TSR of a
comparator group over a five year performance period. No shares vest for median
performance but for every £10 million of additional shareholder value created in excess of
the median (being the % outperformance of the median multiplied by SABMiller’s market
capitalisation at the start of the performance period) a fixed number of shares will vest.
These awards are subject to testing against the performance condition on the fifth
anniversary of the date of grant, but participants may request the Remuneration Committee
(the Committee) at its discretion to recommend to the trustee of the EBT the early release
of some or all of the shares comprised in their award after three years. The PDMRs noted
below requested the Committee in June 2013 to consider the release of the number of
shares shown in the table below, and the Committee after due consideration agreed so to
recommend to the trustee of the EBT.
In accordance with the terms of the awards, the number of shares to be released was
calculated by reference to the Company’s TSR performance against its comparator group for
the period from 1 April 2010 to 31 May 2013. For this period, SABMiller’s TSR was 97.689%,
compared with 63.233% for the median of the comparator group, meaning that an
additional £9,560 million of shareholder value in excess of the median was created over this
period.
One third of the shares were released to the PDMRs on 21 June 2013. The release of two-
thirds of the shares has been deferred and they will be released in two further equal
tranches over the remainder of the five year performance period. There is no opportunity
for these deferred shares to be retested against any future TSR out-performance, and the
deferred shares remain subject to forfeiture under certain circumstances should the
participant’s employment terminate before the fifth anniversary of the date of the original
award.
Name of PDMR Shares Shares sold Shares Shares Shares
released on to meet tax retained deferred deferred
21 June 2013 and NIC until 1 June until 1 June
liabilities 2014 2015
M J Bowman 22,306 9,391 12,915 22,307 22,307
N T Fell 19,120 8,987 10,133 19,120 19,120
C A van Kralingen 23,900 11,233 12,667 23,900 23,900
A Mervis 17,208 6,884 10,324 17,208 17,208
The price per share sold on 21 June 2013 was £31.841566.
21 June 2013
Sponsor:
J.P. Morgan Equities South Africa (Pty) Ltd
Date: 21/06/2013 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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