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Notification of Transactions of Director & PDMR in accordance with DTR 3.1
SABMiller plc
JSEALPHA CODE: SAB
ISIN CODE: SOSAB
ISIN CODE: GB0004835483
SABMiller plc (the “Company”)
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 20 June 2014 that it had on 20 June 2014 exercised its discretion and released
ordinary shares in the Company to a director and a person discharging managerial responsibility
(PDMRs), as summarised in the table below.
These shares relate to conditional awards of performance shares made in 2011 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 named below requested the
Committee in June 2014 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
2011 to 31 May 2014. For this period, SABMiller's TSR was 52.681%, compared with 36.676% for the
median of the comparator group. This represents an out-performance of the median by 16.005%,
meaning that an additional £5,359 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 20 June 2014, with sales of shares to meet
tax and other withholding obligations being effected on the same day as shown in the table below.
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 PDMR's employment
terminate before the fifth anniversary of the award.
Name of Shares Shares Shares Shares Shares
PDMR released on sold retained deferred until deferred until
20 June 2014 1 June 2015 1 June 2016
J.S. Wilson * 17,866 8,398 9,468 17,867 17,867
A. Mervis 3,037 1,215 1,822 3,037 3,038
* Director
Price per share for shares sold on 20 June 2014: £34.02579
Date of transactions: 20 June 2014
Place of transactions: London, England
John Davidson
General Counsel and Group Company Secretary
SABMiller plc
23 June 2014
Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd
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