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Notification of transactions of directors, persons discharging managerial responsibility or connected persons
SABMiller plc
JSEALPHA CODE: SAB
ISIN CODE: SOSAB
ISIN CODE: GB0004835483
SABMiller plc (the "Company")
6 December 2013
Notification of transactions of directors, persons discharging managerial
responsibility or connected persons in accordance with DTR 3.1
Mr E A G Mackay, a Director of the Company and a Person Discharging Managerial Responsibility
(PDMR) was granted a nil-cost share option (the Option) in accordance with the terms of the
Company's Executive Share Award Plan 2008 (the Plan) on 5 December 2013 over the number of
SABMiller plc US$0.10 ordinary shares (Shares) shown in the table below. No payment is due on
grant of the Option.
The Option relates to a performance share award granted in the form of a provisional allocation of
Shares on 1 June 2010 under the Plan. The performance award is 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 are eligible for release under the performance award 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 be eligible for release. The
performance award is 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 consider recommending the early release of some or all of the Shares provisionally
allocated to them under the performance award after three years from the date of grant. The number
of Shares which will be considered for early release will be calculated by reference to performance at
the date of the request and no further release of Shares can be requested if there is any future out-
performance between the date of the request and the fifth anniversary of the date of grant. A
participant may also ask the Committee to recommend the release of Shares in the form of the grant
of a nil-cost option over the same fixed number of Shares which would otherwise have been
considered for an early release. In December 2013, Mr Mackay asked the Committee to consider
recommending the early release of the number of Shares shown in the table below in connection with
his 2010 performance award, and to recommend release in the form of the grant of a nil-cost option to
Mr Mackay, and the Committee after due consideration agreed so to do.
In accordance with the terms of the performance award, the number of Shares to be considered for
release was calculated by reference to the Company's TSR performance against its comparator group
for the period from 1 April 2010 to 29 November 2013. For this period, SABMiller's TSR was 96.976%,
compared with 57.402% for the median of the comparator group. This represents an out-performance
of the median by 39.574%, meaning that an additional £10,980 million of shareholder value in excess
of the median was created over this period.
In accordance with the rules of the Plan and the terms of 2010 performance award, the Option is
exercisable immediately over one third of the Shares under the Option and will become exercisable
over the remaining two-thirds of the Shares under Option in two further equal tranches on 1 June
2014 and 1 June 2015 (the fourth and fifth anniversaries of the date of grant of the 2010 performance
award). The number of Shares under the Option is fixed and there is no opportunity for the number of
Shares under Option to be increased in the event of any future TSR out-performance. Two-thirds of
the Shares under the Option remain subject to forfeiture in certain circumstances if the participant's
employment terminates before the fifth anniversary of the date of the 2010 performance award.
Name of PDMR No. of No. of No. of Shares No. of Shares No. of Shares
Shares under Shares over over which over which over which
Option which Option Option Option
granted on Option exercisable from exercisable exercisable
5 December exercised 5 December from from
2013 2013 1 June 2014 1 June 2015
E A G Mackay* 241,560 0 80,520 80,520 80,520
* Director
Total Exercise price of Option on each exercise: £1.
Date of transaction: 5 December 2013
Place of transaction: London, England
John Davidson
General Counsel and Group Company Secretary
SABMiller plc
Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd
Date: 06/12/2013 11:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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