EX-4.15



 Exhibit 4.15 
  

			
	DATED	  	28 MARCH 2008 

  

	
	
	 SABMILLER PLC

as Issuer

	
	- and -
	
	 SABMILLER FINANCE B.V.

as Finance Guarantor

	
	- and -
	
	 MILLER BREWING COMPANY 

as US Guarantor

	
	- and -
	
	 MBC1, LLC, MBC2, LLC, MILLER PRODUCTS COMPANY,

MILLER BREWERIES EAST, INC. AND MILLER BREWERIES WEST LP

as Supplemental Guarantors

	
	- and -
	
	 THE BANK OF NEW YORK

as Fiscal Agent
  

	  
 SECOND SUPPLEMENTAL
2033 FISCAL AND PAYING AGENCY AGREEMENT
  

Dated as of 28 March 2008

US$300,000,000, 6.625% Guaranteed Notes due 15 August 2033


  
  

 

	
	 LOVELLS
  

Lovells LLP
 Atlantic House, Holborn
Viaduct
 London, EC1A 2FG
  

LIB02/F2OZG/2187215.7









 This Second Supplemental 2033 Fiscal and Paying Agency Agreement (as the same may be amended, restated, modified
or supplemented from time to time, the “Supplemental Agreement”), is made on 28 March 2008 among SABMiller plc, a public limited company duly organized and existing under the laws of England and Wales (the
“Issuer” or “PLC”); SABMiller Finance B.V., a limited company duly organized and existing under the laws of the Netherlands (the “Finance Guarantor”); Miller Brewing Company, a corporation duly
incorporated and existing under the laws of the state of Wisconsin (the “US Guarantor”); MBC1, LLC, a limited liability company organized under the laws of the State of Wisconsin (“MBC1”); MBC2, LLC, a limited
liability company organized under the laws of the State of Wisconsin (“MBC2”); Miller Products Company, a corporation duly incorporated and existing under the laws of the state of Wisconsin (“MPC”); Miller Breweries
East, Inc., a corporation duly incorporated and existing under the laws of the state of Wisconsin (“MBE”); and Miller Breweries West, LP, a limited partnership duly established and existing under the laws of the state of Wisconsin
(“MBW” and together with MBC1, MBC2, MPC, and MBE, the “Supplemental Guarantors”); and The Bank of New York, as fiscal and principal paying agent (the “Fiscal Agent”) and is supplemental to the 2033
Fiscal and Paying Agency Agreement dated as of 13 August 2003 as supplemented by the Supplemental 2033 Fiscal and Paying Agency Agreement on 26 May 2004 (the “2033 Fiscal and Paying Agency Agreement”). 

WITNESSETH: 
 WHEREAS, the Issuer issued US$300,000,000
principal amount of its 6.625% notes due 15 August 2033 (the “2033 Notes”), on the terms set out in the 2033 Fiscal and Paying Agency Agreement, guaranteed as to payment of principal and interest owing by the Issuer with
respect to the 2033 Notes pursuant to a guarantee by the Finance Guarantor (the “2033 Finance Guarantee”), the US Guarantor and the Supplemental Guarantors; 

WHEREAS, Section 6(a) of the Conditions of the 2033 Notes provides that the Finance Guarantor may not sell, convey, transfer or lease its properties and
assets as an entirety or substantially as an entirety to any Person (other than any sale or conveyance by way of a temporary lease in the ordinary course of business), unless it satisfies the conditions set out in Section 6(a)(i) to (vi) of the
Conditions; 
 WHEREAS, the Finance Guarantor now wishes to transfer certain of its properties and assets (other than by way of a sale or conveyance by way
of a temporary lease in the ordinary course of business) to the Issuer in consideration of which the Issuer will guarantee the 2033 Notes to the registered holders of the 2033 Notes; 

WHEREAS, the parties wish to enter into this Supplemental Agreement to supplement the 2033 Fiscal and Paying Agency Agreement upon the terms and subject to
the conditions set forth herein; 
 NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree as follows: 

 

	1.	DEFINED TERMS 

 Terms defined in the 2033 Fiscal and Paying
Agency Agreement and not otherwise defined herein shall have the same meaning where used in this Supplemental Agreement. 
  

	2.	SUPPLEMENTAL AGREEMENT 

  

	 	(i)	a certificate of an Authorized Officer in the form set out as Exhibit A to this Supplemental Agreement; and 

  

	 	(ii)	an opinion of counsel in the form set out as Exhibit B to this Supplemental Agreement; 


  
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	 	(b)	thereupon, the Issuer, for value received, shall and hereby does, expressly assume the obligations of the Finance Guarantor under the 2033 Finance Guarantee, the 2033 Fiscal and Paying Agency Agreement (as supplemented
hereby) and the 2033 Notes, including without limitation, to pay Additional Amounts, and the due and punctual performance and observance of every covenant and condition to be performed or observed by the Finance Guarantor set out therein; and


  

	 	(c)	the Finance Guarantor shall be, and hereby is, relieved of its obligations and covenants under the 2033 Finance Guarantee, the 2033 Fiscal and Paying Agency Agreement and the 2033 Notes. 


 

	3.	REPRESENTATIONS 

 Each of the Finance Guarantor and the Issuer represents
and warrants to and agrees with the Fiscal Agent as follows: 
  

	 	(a)	immediately after giving effect to the transfer of assets by the Finance Guarantor to the Issuer, no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default shall
have occurred and be continuing; 

  

	 	(b)	PLC is a public limited company incorporated under the laws of England and Wales; and 

  

	 	(c)	the assets of the Finance Guarantor and the Issuer will not, as a result of the transfer of assets, become subject to a Lien which would not be permitted by the 2033 Notes or under the 2033 Fiscal and Paying Agency
Agreement. 

  

	4.	EFFECT OF THIS SUPPLEMENTAL AGREEMENT 


This Supplemental Agreement supplements the terms of the 2033 Fiscal and Paying Agency Agreement and unless otherwise specified in this
Supplemental Agreement, the 2033 Fiscal and Paying Agency Agreement shall continue in full force and effect. PLC shall be subject to the terms of the 2033 Fiscal and Paying Agency Agreement as if PLC had been named therein as the Finance
Guarantor. 
  

	5.	PAYMENT OF TAXES 

 The Finance Guarantor and
the Issuer agree to pay all stamp and other duties, if any, to which, under the laws of the United States of America, this Supplemental Agreement may be subject. 
  

	6.	NOTICES 

 All notices or communications hereunder, except as herein
otherwise specifically provided, shall be in English and in writing: 
 if sent to the Issuer delivered or sent via facsimile and confirmed
at: 
 SABMiller plc 
 SABMiller
House 
 Church Street West 

Woking GU21 6HS 
 England 

  
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 Fax: +44-1483-264251 

Attention: Treasury 
 if sent to
the Finance Guarantor delivered or sent via facsimile and confirmed at: 
 SABMiller Finance B.V. 

Hofplein 19 
 3032 AC 

Rotterdam 
 The Netherlands 

Fax: +31-10-206-7777 
 Attention:
Group Treasurer 
 if sent to MBC, MBC1, MBC2, MPC, MBE or MBW delivered or sent via facsimile and confirmed at: 

Miller Brewing Company 
 3939 West
Highfield Blvd. 
 Milwaukee, Wisconsin 53208 

USA 
 Fax: +1-414-931-2000 

Attention: General Counsel 
 if
sent to the Fiscal Agent, delivered or sent via facsimile and confirmed at: 
 The Bank of New York 

101 Barclay Street, 4E 
 New York,
NY 10286 
 U.S.A. 
 Fax:
+1-212-815-5390 
 Attention: Global Finance Americas 
  

	7.	GOVERNING LAW 

  

	 	(a)	This Supplemental Agreement shall be governed by and construed in accordance with the laws of the State of New York. 

  

	 	(b)	The Issuer hereby irrevocably agrees that any legal suit, action or proceeding against it, arising out of or based upon the 2033 Fiscal and Paying Agency Agreement, this Supplemental Agreement or any of the 2033 Notes
may be instituted in any state or federal court in the Borough of Manhattan, the City of New York, New York, and, to the fullest extent permitted by law, irrevocably waive any objection which it may now or hereinafter have to the laying of venue of
any such proceeding, irrevocably waive any objection based on the absence of a necessary or indispensable party in any such proceeding, irrevocably accept and submit to the non-exclusive jurisdiction of such courts in any such suit, action or
proceeding (but only for such purpose) and irrevocably waive any and all right to trial by jury. The Issuer has appointed CT Corporation Services as its Authorized Agent upon which process may be served in any action arising out of or based on
this Supplemental Agreement or the 2033 Fiscal and Paying Agency Agreement, or any of the 2033 Notes, which may be instituted in any state or federal court in the Borough of Manhattan, the City of New York, New York, and expressly consents to the
non-exclusive jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. 


  
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	8.	COUNTERPARTS 

 This Supplemental Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Such counterparts shall together constitute but one and the same instrument. 

 

	9.	SEPARABILITY 

 In case any provision in this Supplemental Agreement shall
be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof and thereof shall not in any way be affected or impaired thereby. 

 

	10.	EFFECT OF HEADINGS, EXHIBITS AND SCHEDULES 


The Section headings are for convenience only and shall not affect the construction of this Supplemental Agreement. All Exhibits to this
Supplemental Agreement form integral parts hereof. References herein to Sections, subsections or Exhibits without further identification of the document to which the reference is made are references to provisions and parts of this Supplemental
Agreement. The words “herein”, “hereof” and “hereunder” are used in this Supplemental Agreement to refer to this Supplemental Agreement as a whole and not to any individual part of this Supplemental Agreement, unless
otherwise expressly provided herein. 
  

	11.	SUCCESSORS AND ASSIGNS 

 All covenants and
agreements in this Supplemental Agreement by a party shall bind its successors and assigns, if any, whether so expressed or not. 
  

	12.	BENEFITS OF AGREEMENT 

 Nothing in this
Supplemental Agreement, express or implied, shall give to any person, other than the parties hereto and their successors hereunder, and the registered holders any benefit or any legal or equitable right, remedy or claim under this Supplemental
Agreement. 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Supplemental Agreement as of the date first
above written. 
  

													
	SABMiller Finance B.V.
					
	By:	 	 /s/ S.V. Shapiro
	 		 		 	 /s/ A. Cochrane

		 	Name:	 	S.V. Shapiro	 		 		 		 	A. Cochrane
		 	Title:	 	Director	 		 		 		 	Director
	
	SABMiller plc
					
	By:	 	 /s/ S.V. Shapiro
	 		 		 	 /s/ A. Cochrane

		 	Name:	 	S.V. Shapiro	 		 		 		 	 A. Cochrane

		 	Title:	 	Authorised Signatory	 		 		 		 	Authorised Signatory

  

			
	Miller Brewing Company
		
	By:	 	 /s/ Michael T. Jones

		 	Name: Michael T. Jones
		 	Title: Vice President and Secretary
	
	Miller Products Company
		
	By:	 	 /s/ Michael T. Jones

		 	Name: Michael T. Jones
		 	Title: Vice President and Secretary
	
	MBC1, LLC
		
	By:	 	 /s/ Michael T. Jones

		 	Name: Michael T. Jones
		 	Title: Vice President and Secretary
	
	MBC2, LLC
		
	By:	 	 /s/ Michael T. Jones

		 	Name: Michael T. Jones
		 	Title: Vice President and Secretary
	
	Miller Breweries East, Inc.
		
	By:	 	 /s/ Michael T. Jones

		 	Name: Michael T. Jones
		 	Title: Vice President and Secretary


  
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	Miller Breweries West Limited
	Partnership by MBC2, LLC, its
	General Partner
		
	By:	 	 /s/ Michael T. Jones

		 	Name:  Michael T. Jones
		 	Title:    Vice President and Secretary
	
	The Bank of New York
	as Fiscal Agent
		
	By:	 	 /s/ Timothy E. Burke

		 	Name:  Timothy E. Burke
		 	Title:    Vice President


  
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 - 6 - 








 EXHIBIT A 

SABMILLER FINANCE B.V. 

Authorized Officer’s Certificate 
  

	 	RE:	Miller Brewing Company (“Miller”) US$600,000,000 4.25% Guaranteed Notes due 2008 (the “2008 Notes”) 


Miller US$1,100,000,000 5.50% Guaranteed Notes due 2013 (the“2013 Notes”) 

SABMiller plc (“SABMiller”) US$300,000,000 6.625% Guaranteed Notes due 2033 (the “2033 Notes”) 

SABMiller US$300,000,000 Floating Rate Notes due 2009 (the “2009 Notes”) 

SABMiller US$600,000,000 6.20% Notes due 2011 (the “2011 Notes”) SABMiller US$850,000,000 6.50% Notes due 2016 (the “2016
Notes” and together with the 2008 Notes, the 2013 Notes, the 2033 Notes, the 2009 Notes and the 2011 Notes, the “Notes”) 
 SABMiller
Finance B.V., a limited company incorporated under the laws of The Netherlands (the “Finance Guarantor”) has transferred certain assets to SABMiller (other than by way of a sale or conveyance by way of a temporary lease in the
ordinary course of business) (the “Finance Asset Transfer”).
 The undersigned,
                    , an Authorized Officer of the Finance Guarantor for the purposes of: 

 

	 	(a)	the second Supplemental 2008 Fiscal and Paying Agency Agreement dated as of the date hereof (the “Second 2008 Supplement”) by and among SABMiller, the Finance Guarantor, Miller, MBC1, LLC a limited
liability company organized under the laws of the State of Wisconsin (“MBC1”), MBC2, LLC, a limited liability company organized under the laws of the State of Wisconsin (“MBC2”), Miller Products Company, a
corporation incorporated under the laws of the State of Wisconsin (“MPC”), Miller Breweries West, L.P., a Wisconsin limited partnership (“MBW”), and Miller Breweries East, Inc., a corporation incorporated under the
laws of the State of Wisconsin (“MBE”) (Miller, MBC1, MBC2, MPC, MBW and MBE being collectively called the “US Guarantors”), The Bank of New York, as fiscal agent, principal paying agent, transfer agent and
registrar (the “Fiscal Agent”), to the 2008 Fiscal and Paying Agency Agreement dated as of 13 August 2003 (the “2008 Fiscal and Paying Agency Agreement”) among SABMiller, Miller, the Finance Guarantor, the
Fiscal Agent and The Bank of New York, London, as London paying agent and transfer agent (together with the Fiscal Agent, the “Agents”), as supplemented by the first Supplemental 2008 Fiscal and Paying Agency Agreement dated
26 May 2004 by and among SABMiller, the US Guarantors and the Fiscal Agent (the “First 2008 Supplement”) in connection with the 2008 Notes; 

  


	 	(b)	the second Supplemental 2013 Fiscal and Paying Agency Agreement dated as of the date hereof (the “Second 2013 Supplement”) by and among SABMiller, the Finance Guarantor, the US Guarantors and the Fiscal
Agent to the 2013 Fiscal and Paying Agency Agreement dated as of 13 August 2003 (the “2013 Fiscal and Paying Agency Agreement”) among SABMiller, Miller, the Finance Guarantor and the Agents as supplemented by the first
Supplemental 2013 Fiscal and Paying Agency Agreement dated 26 May 2004 by and among SABMiller, the US Guarantors and the Fiscal Agent (the “First 2013 Supplement”) in connection with the 2013 Notes; 


 

	 	(c)	 the second Supplemental 2033 Fiscal and Paying Agency Agreement dated as of the date hereof (the “Second
2033 Supplement”) by and among SABMiller, the Finance Guarantor, the US Guarantors and the Fiscal Agent to the 2033 Fiscal and Paying Agency Agreement dated as of 13 August 2003 (the “2033 Fiscal and Paying Agency 




  
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 A-1 









	 	
Agreement”) among SABMiller, Miller, the Finance Guarantor and the Agents as supplemented by the first Supplemental 2033 Fiscal and Paying Agency Agreement dated 26 May 2004 by
and among SABMiller, the US Guarantors and the Fiscal Agent (the “First 2033 Supplement”) in connection with the 2033 Notes; 

  

	 	(d)	the Supplemental 2009 Fiscal and Paying Agency Agreement dated as of the date hereof (the “2009 Supplement”) by and among SABMiller, the Finance Guarantor, the US Guarantors and the Fiscal Agent to the
2009 Fiscal and Paying Agency Agreement dated as of 5 July 2006 (the “2009 Fiscal and Paying Agency Agreement”) among SABMiller, the Finance Guarantor, the US Guarantors and the Agents in connection with the 2009 Notes;


  

	 	(e)	the Supplemental 2011 Fiscal and Paying Agency Agreement dated as of the date hereof (the “2011 Supplement”) by and among SABMiller, the Finance Guarantor, the US Guarantors and the Fiscal Agent to the
2011 Fiscal and Paying Agency Agreement dated as of 5 July 2006 (the “2011 Fiscal and Paying Agency Agreement”) among SABMiller, the Finance Guarantor, the US Guarantors and the Agents in connection with the 2011 Notes; and


  

	 	(f)	the Supplemental 2016 Fiscal and Paying Agency Agreement dated as of the date hereof (the “2016 Supplement” and together with the Second 2008 Supplement, the Second 2013 Supplement, the Second 2033
Supplement, the 2009 Supplement and the 2011 Supplement, the “Supplements” and each a “Supplement”) by and among SABMiller, the Finance Guarantor, the US Guarantors and the Fiscal Agent to the 2016 Fiscal and Paying
Agency Agreement dated as of 5 July 2006 (the “2016 Fiscal and Paying Agency Agreement” and together with the 2008 Fiscal and Paying Agency Agreement, the 2013 Fiscal and Paying Agency Agreement, the 2033 Fiscal and Paying
Agency Agreement, the 2009 Fiscal and Paying Agency Agreement, the 2011 Fiscal and Paying Agency Agreement, the First 2008 Supplement, the First 2013 Supplement and the First 2033 Supplement, the “Fiscal and Paying Agency
Agreements”) among SABMiller, the Finance Guarantor, the US Guarantors and the Agents in connection with the 2016 Notes; 

 on
advice, pursuant to Section 6(a)(vi) of the Conditions of each of the Notes and Section 2(a)(i) of each of the Supplements, hereby certifies as follows: 

The Finance Asset Transfer complies with Section 6 of the Conditions of each of the Notes and all of the respective conditions precedent provided therein
relating to the transfer have been complied with. In addition, each Supplement complies with Section 6 of the related Conditions. 
 Capitalized terms
used and not otherwise defined herein shall have the respective meanings given to them in the Fiscal and Paying Agency Agreements as supplemented by the Supplements. 

  
 Lovells 


  
 A-2 








 IN WITNESS WHEREOF, I have signed my name unto this certificate as an Authorized Officer of the Finance
Guarantor. 
 Dated: [●] March 2008 
  

			
	SABMiller Finance B.V.
		
	By:	 	  

	Name:	 	
	Title:	 	


  
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 A-3 








 EXHIBIT B 

 

			
		  	 Lovells LLP
 Atlantic House

Holborn Viaduct

Tel: +44 (0) 20 7296 2000

Fax: + 44 (0) 20 7296 2001

		
	[●] March 2008	  	
		
		  	 Our ref
 Matter ref

		
	 The Bank of New York
 101 Barclay Street, 4E

New York, NY 10286
 U.S.A.
	  	

  

	 	RE:	Miller Brewing Company (“Miller”) US$600,000,000 4.25% Guaranteed Notes due 2008 (the “2008 Notes”) 


Miller US$1,100,000,000 5.50% Guaranteed Notes due 2013 (the “2013 Notes”) 

SABMiller plc (“SABMiller”) US$300,000,000 6.625% Guaranteed Notes due 2033 (the “2033 Notes”) 

SABMiller US$300,000,000 Floating Rate Notes due 2009 (the “2009 Notes”) 

SABMiller US$600,000,000 6.20% Notes due 2011 (the “2011 Notes”) 

SABMiller US$850,000,000 6.50% Notes due 2016 (the “2016 Notes”) 

Ladies and Gentlemen: 
 We have acted as special New York
counsel for SABMiller, a public limited company incorporated under the laws of England and Wales, SABMiller Finance B.V., a limited company incorporated under the laws of The Netherlands (the “Finance Guarantor”), Miller, a
corporation incorporated under the laws of the State of Wisconsin, MBC1, LLC a limited liability company organized under the laws of the State of Wisconsin (“MBC1”), MBC2, LLC, a limited liability company organized under the laws of
the State of Wisconsin (“MBC2”), Miller Products Company, a corporation incorporated under the laws of the State of Wisconsin (“MPC”), Miller Breweries West, L.P., a Wisconsin limited partnership
(“MBW”), and Miller Breweries East, Inc., a corporation incorporated under the laws of the State of Wisconsin (“MBE”) (Miller, MBC1, MBC2, MPC, MBW and MBE being collectively called the “US
Guarantors”), in connection with the transfer by the Finance Guarantor of certain assets to SABMiller (the “Finance Asset Transfer”) and in connection with: 

 

	 	(a)	 the second Supplemental 2008 Fiscal and Paying Agency Agreement dated as of [●] March 2008 (the
“Second 2008 Supplement”) by and among SABMiller, the Finance Guarantor, the US Guarantors and the Fiscal Agent (as defined below) to the 2008 Fiscal and Paying Agency Agreement dated as of 13 August 2003 (the “2008
Fiscal and Paying Agency Agreement”) among SABMiller, Miller, the Finance Guarantor, The Bank of New York, as fiscal agent, principal paying agent, transfer agent and 



  
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 B-1 









	 	
registrar (the “Fiscal Agent”), and The Bank of New York, London, as London paying agent and transfer agent (together with the Fiscal Agent, the “Agents”) as
supplemented by the first supplemental 2008 Fiscal and Paying Agency Agreement dated 26 May 2004 by and among SABMiller, the US Guarantors and the Fiscal Agent (the “First 2008 Supplement”) in connection with the 2008 Notes;


  

	 	(b)	the Second Supplemental 2013 Fiscal and Paying Agency Agreement dated as of [●] March 2008 (the “Second 2013 Supplement”) by and among SABMiller, the Finance Guarantor, the US Guarantors and the
Fiscal Agent to the 2013 Fiscal and Paying Agency Agreement dated as of 13 August 2003 (the “2013 Fiscal and Paying Agency Agreement”) among SABMiller, Miller, the Finance Guarantor and the Agents as supplemented by the first
Supplemental 2013 Fiscal and Paying Agency Agreement dated 26 May 2004 by and among SABMiller, the US Guarantors and the Fiscal Agent (the “First 2013 Supplement”) in connection with the 2013 Notes; 


 

	 	(c)	the Second Supplemental 2033 Fiscal and Paying Agency Agreement dated as of [●] March 2008 (the “Second 2033 Supplement”) by and among SABMiller, the Finance Guarantor, the US Guarantors and the
Fiscal Agent to the 2033 Fiscal and Paying Agency Agreement dated as of 13 August 2003 (the “2033 Fiscal and Paying Agency Agreement”) among SABMiller, Miller, the Finance Guarantor and the Agents as supplemented by the first
Supplemental 2033 Fiscal and Paying Agency Agreement dated 26 May 2004 by and among SABMiller, the US Guarantors and the Fiscal Agent (the “First 2033 Supplement”) in connection with the 2033 Notes; 


 

	 	(d)	the Supplemental 2009 Fiscal and Paying Agency Agreement dated as of [●] March 2008 (the “2009 Supplement”) by and among SABMiller, the Finance Guarantor, the US Guarantors and the Fiscal Agent to
the 2009 Fiscal and Paying Agency Agreement dated as of 5 July 2006 (the “2009 Fiscal and Paying Agency Agreement”) among SABMiller, the Finance Guarantor, the US Guarantors and the Agents in connection with the 2009 Notes;


  

	 	(e)	the Supplemental 2011 Fiscal and Paying Agency Agreement dated as of [●] March 2008 (the “2011 Supplement”) by and among SABMiller, the Finance Guarantor, the US Guarantors and the Fiscal Agent to
the 2011 Fiscal and Paying Agency Agreement dated as of 5 July 2006 (the “2011 Fiscal and Paying Agency Agreement”) among SABMiller, the Finance Guarantor, the US Guarantors and the Agents in connection with the 2011 Notes; and


  

	 	(f)	the Supplemental 2016 Fiscal and Paying Agency Agreement dated as of [●] March 2008 (the “2016 Supplement” and together with the Second 2008 Supplement, the Second 2013 Supplement, the Second 2033
Supplement, the 2009 Supplement and the 2011 Supplement, the “Supplements” and each a “Supplement”) by and among SABMiller, the Finance Guarantor, the US Guarantors and the Fiscal Agent to the 2016 Fiscal and Paying
Agency Agreement dated as of 5 July 2006 (the “2016 Fiscal and Paying Agency Agreement” and together with the 2008 Fiscal and Paying Agency Agreement, the 2013 Fiscal and Paying Agency Agreement, the 2033 Fiscal and Paying
Agency Agreement, the 2009 Fiscal and Paying Agency Agreement, the 2011 Fiscal and Paying Agency Agreement, the First 2008 Supplement, the First 2013 Supplement and the First 2033 Supplement, the “Fiscal and Paying Agency
Agreements”) among SABMiller, the Finance Guarantor, the US Guarantors and the Agents in connection with the 2016 Notes and, together with the 2008 Notes, the 2013 Notes, the 2033 Notes, the 2009 Notes and the 2011 Notes, the
“Notes”). 


  
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 B-2 








 This opinion is being delivered to the Fiscal Agent at the request of the Finance Guarantor pursuant to Section
6(a)(vi) of the Conditions of each of the Notes and Section 2(a)(ii) of each of the Supplements. 
 Capitalized terms used and not otherwise defined herein
shall have the respective meanings given to them in the Fiscal and Paying Agency Agreements as supplemented by the Supplements. 
 For the purpose of
rendering the opinion set forth below, we have examined, inter alia, the following documents, or copies thereof: 
  

	 	(a)	the form of the Supplements; and 

  

	 	(b)	the Fiscal and Paying Agency Agreements. 

 The Supplements and the Fiscal and Paying Agency Agreements are
sometimes collectively referred to herein as the “Agreements”. 
 Assumptions 

In rendering the opinion expressed herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such agreements,
corporate records and other documents as we have deemed necessary or appropriate for purposes of this opinion. In examining the foregoing agreements, records and documents, we have assumed the legal capacity of all natural persons, the genuineness
of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile copies and the authenticity of the originals of such
copies. As to various questions of fact material to the opinion expressed herein, we have relied upon certificates, statements and representations of the Finance Guarantor and SABMiller and of their respective officers and representatives and of
public officials and other sources believed by us to be responsible (including, without limitation, the representations contained in the Supplements). 
 We
have also assumed that: (A) each of SABMiller, the Finance Guarantor and the US Guarantors has all requisite right, power and authority and has taken all necessary action (corporate, limited partnership, limited liability company or otherwise) under
the laws of its respective jurisdiction of incorporation or organization, as the case may be, to execute and deliver the Supplements to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated
thereby; (B) the Fiscal Agent has all requisite right, power and authority and has taken all necessary action to execute and deliver the Supplements, to perform its obligations thereunder and to consummate the transactions contemplated thereby; and
(C) the Agreements were duly authorized, executed and delivered by each of the respective parties thereto under the laws of their respective jurisdictions of incorporation and are their valid and legally binding agreements, enforceable in accordance
with their terms. 
 Opinion 
 Based upon the
foregoing and such examination of law as we have deemed necessary, and subject to the assumptions and qualifications stated herein, we are of the opinion that the Finance Asset Transfer complies with Section 6 of the Conditions of each of the Notes
and all of the respective conditions precedent provided therein relating to the transfer have been complied with. In addition, each Supplement complies with Section 6 of the related Conditions. 

The opinion stated herein is limited to the Federal laws of the United States and the laws of the State of New York, and we express no opinion as to the
effect of the laws of any other jurisdiction.

  
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 B-3 








 Our opinion is based on existing laws, judicial decisions and administrative regulations, rulings and practice,
all of which are subject to change at any time, prospectively and retroactively. We also note that new developments in rulings of any agency, administrative regulations, court decisions, legislative changes or changes in the facts or other
information upon which our opinion is based may have an adverse effect on the legal consequences described herein. We assume no obligation to advise you with respect to any such changes or developments referred to herein that may occur
hereafter, although we note that any such change or development could be retroactive so as to apply to any of the transactions contemplated by the Agreements. 

This letter is furnished to you solely for your benefit in your capacity as Fiscal and Paying Agent under the Fiscal and Paying Agency Agreements and in
connection with the Supplements and may not be disclosed to or relied upon by anyone else without our prior written consent in each instance or relied upon by you in any other context. 

Very truly yours, 
 Lovells LLP 

  
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 B-4