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SABMiller PLC - Final Results

RNS Number:4945M
SABMiller PLC
19 May 2005


                                 SABMiller plc


                            PRELIMINARY ANNOUNCEMENT

Ref: 11/2005

                     Outstanding Volume and Earnings Growth

London and Johannesburg, 19 May 2005. SABMiller plc today announces its
preliminary (unaudited) results for the year to 31 March 2005. Highlights are:


                                                                   2005        2004
                                                                   US$m        US$m    % change

Turnover                                                         14,543      12,645          15

EBITA*                                                            2,409       1,893          27

Profit before tax                                                 2,194       1,391          58

Adjusted profit before tax*                                       2,242       1,705          31

Adjusted earnings                                                 1,251         925          35

Adjusted earnings per share*
- US cents                                                        103.2        77.6          33
- UK pence (up 22%)                                                55.9        45.8
- SA cents (up 17%)                                               641.8       547.6

Adjusted diluted earnings per share* (US cents)                    99.8        75.2          33

Basic earnings per share (US cents)                                94.1        54.1          74

Dividends per share (US cents)                                     38.0        30.0          27

Net cash inflow from operating activities                         2,792       2,292          22


* EBITA and adjusted profit before tax comprise profit before interest and tax
(US$2,361 million) and
profit before tax (US$2,194 million) respectively before goodwill amortisation
(US$366 million), and
before exceptional items (net credit US$318 million - see note 4).  The
calculation of adjusted earnings
is given in note 6. All references to EBITA refer to pre-exceptional EBITA.

* Total lager volumes increase 8% to 148 million hls, organic growth of 4%

* Miller domestic volume returns to growth - turnaround on track

* Excellent volume and EBITA performance in South Africa

* Continued strong performances from both Europe and Africa & Asia

* Group EBITA margin 16.6%, up from 15.0%

* Strong cash flows reduce gearing to 26.4%





                                                                               2


                                                                     Reported     Organic, constant
                                                   2005                growth              currency
                                  Pre-exceptional EBITA                     %                growth
                                                   US$m                                           %
North America                                       497                    17                    17
Central America                                      91                    21                    26
Europe                                              483                    26                    15
Africa and Asia                                     384                    25                    21
Beer South Africa                                   708                    36                    20
Other Beverage Interests                            250                    34                    18
Hotels and Gaming                                    81                    51                    33
Central Administration                             (85)                     -                     -
Group                                             2,409                    27                    18






Statement from Meyer Kahn, Chairman



"This has been the third successive year of remarkable volume, margin and
earnings growth from SABMiller and confirms our superior long-term growth
profile.



Our South African operations were particularly strong, benefiting from robust
economic conditions, further improvements in operating performance and a firm
local currency.  Miller has shown domestic volume growth for the first time in
six years and the businesses in Europe and Africa & Asia continued their
excellent momentum.



Following the improvement in adjusted diluted earnings per share, the board has
recommended an increase in the final dividend, giving a total of 38.0 US cents
for the year, an increase of 27% over the prior year."






Enquiries:
                        SABMiller plc                                          Tel:   +44 20 7659 0100

Sue Clark               Director of Corporate Affairs                          Mob: +44 7850 285471

Gary Leibowitz          Vice President, Investor Relations                     Mob: +44 7717 428540

Nigel Fairbrass         Head of Media Relations                                Mob: +44 7799 894265


Philip Gawith           The Maitland Consultancy Ltd                           Tel:   +44 20 7379 5151

A live webcast of the management presentation to analysts will begin at 9.30am
(BST) on 19 May 2005.
 This announcement, a copy of the slide presentation and video interviews with
management are available on
                                               the SABMiller
  plc website at www.sabmiller.com . Video interviews with management can also
be found at www.cantos.com.

        High resolution images are available for the media to view and download
free of charge from
                                             www.vismedia.co.uk

Copies of the press release and the detailed Preliminary Announcement are
available from the Company
                                                 Secretary
             at the Registered Office, or from 2 Jan Smuts Avenue, Johannesburg, South Africa.

                   Registered office:  Dukes Court, Duke Street, Woking, Surrey, GU21 5BH

                                         Telephone: +44 1483 264000
                                         Telefax:   +44 1483 264103




        Incorporated in England and Wales (Registration Number 3528416)










CHIEF EXECUTIVE'S REVIEW                                                                                         3





Business review



The twelve month period to 31 March 2005 was a third successive year of
outstanding performance. Our strong local brands and portfolio of businesses,
which is well balanced between established and developing markets, enabled us to
leverage both value and volume growth.



Organic lager volumes grew by 4%, twice the historical global industry average
growth rate, and EBITA was up 27% (18% on an organic, constant currency basis)
with double-digit growth from every one of our businesses. The group EBITA
margin increased by 160 basis points over the year to 16.6%, while at the same
time we grew market shares in each of our major territories.



This strong performance was the result of our programmes to enhance the equity
of our brands, to drive positive mix improvements, to continuously improve our
sales and distribution execution, and to focus relentlessly upon operational
excellence. Our efforts were assisted by benign economic conditions and
favourable currency movements.



While all our businesses did well, the South African beer and soft drink
businesses were particularly strong with EBITA up 20% and 18% respectively on an
organic, constant currency basis. We are pleased with the progress at Miller
where the turnaround programme remains on track.



We continued to pursue our strategy to build our global business, reinforcing
our in-country positions through the purchase of minority shareholdings in Birra
Peroni and Amalgamated Beverage Industries Ltd (ABI) and the acquisition of SC
Aurora SA in Romania. Our Chinese associate, China Resources Snow Breweries Ltd
(CR Snow), made a number of acquisitions increasing access to markets.



Overall, these results demonstrate the fundamental operational strength of the
group. Total group beverage volumes grew by 5% on an organic basis, and on a
reported basis at 187.2 million hectolitres (hls) were 8% above last year.
Within this total, lager volumes were 148.3 million hls.



Turnover, including share of associates, increased by 8% on an organic, constant
currency basis, and on a reported basis at US$14,543 million was 15% ahead of
last year. Reported EBITA of US$2,409 million was 27% ahead of prior year and
reported profit before tax increased by 58% to US$2,194 million.



Net cash inflow from operations of US$2,792 million was 22% ahead of prior year,
reflecting the overall strength of the trading performance. The group's gearing
decreased at the year-end to 26.4% from last year's 43.3%, reflecting the
trading performance, proceeds from the sale of certain investments and the
conversion of the 4.25% US$600 million convertible bond, partly offset by cash
spent on acquisitions.



Adjusted earnings were up by 35%, to US$1,251 million, 103.2 US cents on a per
share basis, with adjusted diluted earnings per share of 99.8 US cents up 33% on
the prior year.  Reported basic earnings per share of 94.1 US cents increased
74% on the prior year.



The board has proposed a final dividend of 26.0 US cents per share, making a
total of 38.0 US cents per share for the year, an increase of 27% over prior
year.  The dividend is covered 2.6 times by adjusted earnings per share on a
diluted basis.





North America



Further progress has been made in North America, and for the first time in many
years Miller achieved growth in both retail sales and domestic shipments, with
Miller Lite, the largest brand in the portfolio, recording strong volume growth.
Profitability has improved, with the EBITA margin for the business reaching
10.2%, and overall market share has been gained.  Increased investment is taking
place in both marketing and sales and distribution to strengthen further the
capabilities of the organisation. These investments, and an increasingly
competitive industry environment, are likely to result in further profit
improvement being of a modest nature in the coming year.





Central America



Economic and trading conditions in Central America were difficult, but our
business performed well and delivered EBITA of US$91 million, an increase of 21%
over prior year. However, volumes of beer and carbonated soft drinks (CSDs) fell
by 1% and 7% respectively in markets that were negatively impacted by high fuel
costs and, in El Salvador, price-based CSD competition and increased excise tax
on beer.





Europe



Our Europe operations delivered another excellent year of earnings growth, with
EBITA up 26%, 15% organically in constant currency. This performance is
particularly impressive following five successive years of double-digit EBITA
increases, organically in constant currency. Organic lager volumes grew by 5%,
benefiting from generally favourable economic conditions, continued increases in
per capita consumption and our improved operational execution. Poland, Russia
and Romania performed particularly well, offsetting declines elsewhere in the
portfolio.



Organic volumes in Poland grew by 12%, securing market leadership for Kompania
Piwowarska and contributing to increased EBITA.  In Russia, total volumes
increased by 30%, with sales of Miller Genuine Draft growing by 43%. Volumes
decreased in the Czech Republic, being impacted by a cooler summer, however
Plzensky Prazdroj gained market share.  In Italy, the domestic beer market was
affected by a weak consumer environment and declined by an estimated 6%. Despite
a decline in volumes the Peroni brand retained its market leadership.





Africa and Asia



Our African businesses delivered another year of strong earnings growth with
EBITA up 25%, 21% organically in constant currency. Favourable economic
conditions and exchange rate movements, volume growth, revenue management
initiatives and productivity enhancements all contributed to this improvement.
Tanzania enjoyed an exceptional year, Mozambique excelled, Angola continued its
strong growth in CSDs, and Botswana performed well. The Castel group, with which
we have an alliance, continued its strong performance.



Our Chinese associate, CR Snow, further consolidated its leading position during
the year, with a number of acquisitions giving access to new markets in the
Yangtze River delta as well as bolstering our position in Anhui. Lager volume
growth for the year was 25%, within which underlying organic growth of 10% was
achieved. Our national brand, Snow, grew by 27% and comprised 33% of total
volumes Overall, market share gains were recorded in the key markets of
Heilongjiang and Jilin.





South Africa



Beer South Africa achieved strong growth in volumes, with an increase of 4% on a
comparable basis. EBITA grew by 36%, 20% in constant currency, and EBITA margin
increased to 28.1%, benefiting from this volume growth, pricing and mix
improvements and ongoing operational productivity.  The business capitalised
upon the consumer shift towards premium brands, through developments in
packaging, promotions and merchandising with a particular drive behind our
international premium brands, Miller Genuine Draft and Pilsner Urquell.



Other Beverage Interests (OBI) grew pre-exceptional EBITA by 34%, 18% in
constant currency, driven by increased CSD volumes at ABI, price management and
overhead productivity.  ABI achieved 8% volume growth in the CSD category,
through continued flavour and pack innovations, and share gains in national
accounts.



Tsogo Sun has benefited from a strong gaming market, and has reported improved
trading performances in both its hotel and gaming operations.





Outlook



There is underlying momentum in most of our major markets, and we expect further
steady organic volume growth for the group, supported by significant ongoing
marketplace investments.



Following a number of years of exceptional rates of profit growth delivered by
the group, earnings per share for the coming year are expected to continue to
grow at a more moderate rate from this higher base.





Operational review




North America


                                                                    2005          2004
Financial summary                                                   US$m          US$m       % change

Turnover                                                           4,892         4,778              2
EBITA*                                                               497           424             17
EBITA margin (%)*                                                   10.2           8.9

Sales volumes (hls 000s)
- Lager   - excluding contract brewing                            47,380        47,258              -
          - contract brewing                                      10,583        10,593              -
- Carbonated soft drinks (CSDs)                                       75            70              8

Lager - domestic sales to retailers (STRs)                        44,380        43,997              1




* Before exceptional credits of US$7 million being exceptional profit on the
sale of Tumwater brewery of US$4 million, Tumwater brewery closure costs
reversal of US$1 million and integration and restructuring cost reversal of US$2
million (2004: exceptional charges of US$14 million being integration and
restructuring costs of US$13 million, Tumwater brewery closure costs reversal of
US$4 million and asset impairment of US$5 million).





For the first time since 1998, Miller Brewing Company posted growth in retail
sales and domestic shipments. This was achieved in a challenging competitive and
economic environment.  Substantial increases in fuel costs have had a marked
impact on consumers' disposable income and spending patterns, whilst US beer
industry sales were also impacted by more favourable sales trends for the
competing wine and spirit categories. These two factors, coupled with variable
weather conditions, make this performance all the more pleasing. Domestic market
share grew to 18.5% on a financial year basis.



Domestic beer sales to wholesalers increased by 0.7% during the year whilst
wholesaler inventories at year end were one day lower than the prior year.
Wholesaler sales to retailers (STRs) increased by 0.9% over the prior year.  In
the second half, STRs were unchanged versus the prior year on a comparable
selling day basis.



Miller Lite has achieved strong growth during the year despite challenging
comparatives in the second half of the prior year, and was the fastest growing
beer brand in US supermarkets for our financial year just ended, as determined
by Nielsen. The decline in Miller Genuine Draft has slowed somewhat compared
with the previous year, however Miller remain dissatisfied with the brand's
performance and further investment will be made behind this brand in the coming
financial year.



Increased focus is being applied to the Miller High Life and Milwaukee's Best
brand franchises by both the company and its distributors, and the decline in
these brands has slowed. During the year, Olde English and Mickey's returned to
volume growth.



In the worthmore segment Pilsner Urquell has continued to grow whilst Peroni
Nastro Azzurro was launched during the fourth quarter. The early signs for this
brand are promising.  Brutal Fruit was trial launched in three areas of the
country late in the financial year whilst shipments of both SKYY Blue and SKYY
Sport were discontinued during the year.



Internationally volumes experienced varying performance across the territories.
During the year Miller's licensing arrangements with its UK partner were
renegotiated. Contract brewing volumes were in line with the prior year.





Total turnover for the year increased by 2.4%, and within this, US domestic
turnover excluding contract brewing grew by 3.2%. The level of promotions
increased in the fourth quarter as a result of the intensified competition in
the market place and this pricing activity is expected to continue into the
coming financial year. Strong gains in both operating efficiency and overall
waste reductions have been made in Miller's breweries. However, during the
fourth quarter the first impacts of the significant increases in world commodity
prices, particularly aluminium and energy costs, were felt.



Total marketing expenditure was higher than in the prior year, driven by
increased spending in the second half.  The mix of marketing expenditure
continued to shift away from overhead and fixed costs towards consumer-facing
media placements and local market activation programmes.  Increased resources
were also deployed in the sales and marketing departments, and in improving the
talent level, training and development programmes as well as depth of cover in
all functions of the company.  Miller are in the early stages of implementing
world class manufacturing standards in some of its breweries.  Progress against
cost leadership goals has been in line with expectations and the resulting
productivity gains have been reinvested in the core strategic focus areas of the
business. These include an expanded sales organisation, with the recruitment of
nearly 200 specialised sales force team members, funding of local market
initiatives in all areas, the expansion of the on-premise taste challenge with
millions of consumer intercepts being achieved, improved brand marketing
capability and an increase in marketing expenditure on Miller's key brands.



EBITA for the year grew 17% to US$497 million despite the challenging
competitive and economic environment. Following this strong performance,
Miller's target of achieving a double-digit EBITA margin by the end of its three
year turnaround programme was met earlier than expected, at 10.2% for the year.



Capital expenditure was ahead of the prior year and is expected to grow in the
short and medium term as increased investments are made behind key focus areas.



The extremely competitive environment coupled with a difficult economic
landscape and higher world commodity prices make the next financial year a
difficult year to forecast. Industry fundamentals, primarily volume and pricing,
are expected to be more challenging, and since February the pricing environment
has become increasingly difficult. However, further growth in Miller Lite sales
volumes, albeit at a slower rate, is expected to be achieved, together with an
improvement in the balance of the portfolio. The company intends to continue to
invest strongly behind its brands, its people and its processes in order to
ensure that it remains a strong and viable competitor over the long term.





Central America


                                                                    2005          2004
Financial summary                                                   US$m          US$m       % change

Turnover                                                             521           531            (2)
EBITA*                                                                91            76            21
EBITA margin (%)*                                                   17.5          14.2

Sales volumes (hls 000s)
- Lager                                                            1,828         1,839            (1)
- Carbonated soft drinks (CSDs)                                    5,622         6,031            (7)
- Other beverages                                                  2,749         2,643            4




* Before exceptional costs of US$Nil million (2004: reorganisation costs of US$6
million).



The results for the year display the progress made in many areas of the business
notwithstanding tough trading conditions, particularly in El Salvador.
Disposable incomes in both countries continue to be negatively impacted by high
fuel costs, and consequent increases in electricity and public transport costs.
Economic growth in El Salvador has slowed significantly due to the effects of
delayed expenditure caused by the uncertainty in the outcome of the presidential
elections and postponement in the approval of the central budget. This situation
has been exacerbated by the introduction in January 2005 of a number of fiscal
reforms, including an increase in excess of 50% in the excise tax on beer,
against modest increases for competing alcohol products. The excise regime has
also changed, moving away from ad valorem to a unit of alcohol basis. This
ostensibly allows for more transparency, but the rate imposed on beer penalises
the category by comparison to spirits.



Further progress was made throughout the year in strengthening our brand
portfolio and improving execution through customer focused channel marketing.
Following our successful launch of a local premium beer, Bahia, in El Salvador
in the previous financial year, the brand was launched in Honduras during the
year and continues to grow share ahead of expectation. Both countries
successfully grew share of worthmore brands enhancing beer margins. However,
overall beer volumes were marginally lower across the business, with good growth
in Honduras being offset by a decline in El Salvador, where domestic volumes in
the last quarter fell following the excise tax increase, and export volumes were
reduced in light of their inherent low profitability.



Aggregate CSD volumes fell by 7%, reflecting the price-based nature of
competition in El Salvador. Whilst our CSD market share is relatively stable in
Honduras, market share has been lost in El Salvador. However, through effective
channel marketing and improved in-trade execution, we have been able to increase
prices in certain segments in both markets to improve the profitability of the
CSD business. Whilst we have introduced lower-priced offerings in selected
market segments to compete on a price basis, we continue to support our sector
leadership by focusing mainly on brand attributes rather than price. The growth
in other beverage volumes reflects the increased sales of bottled water.



Turnover for the period declined by 2%, as improved pricing for both beer and
CSDs partly offset the impact of the volume decline. Improved revenue management
through brand segmentation and portfolio management has yielded benefits, and
continues to deliver improved margins across the business. These improved
margins, strong control of operating costs, and the lower cost base in the
business following restructuring, has led to a higher EBITA (26% up in constant
currency) and an improved EBITA margin. The full year benefits of previous
reorganisations have also assisted this improvement.



Trading conditions are expected to remain tough, and this will lead to increased
market investment. However, the business is now appropriately structured with a
cost base that will allow us to compete aggressively. Accordingly, we are in a
position to strongly defend the competitive entries into our beer markets, and
have the ability to aggressively seek CSD market share, albeit that this may be
at the expense of short term margin.





Europe


                                                                    2005          2004
Financial summary                                                   US$m          US$m       % change

Turnover                                                           2,909         2,420             20
EBITA*                                                               483           383             26
EBITA margin (%)*                                                   16.6          15.8

Sales volumes (hls 000s)
- Lager                                                           33,669        30,925              9
- Lager organic                                                   32,420        30,925              5
- Other beverages                                                      -            97              -




* Before exceptional items of US$51 million being Naples brewery closure costs
of US$35 million and restructuring costs in the Canary Islands of US$16 million
(2004: water plant closure costs of US$6 million).



Total lager beer volumes rose 9% (5% on an organic basis), adversely influenced
in the first half by much poorer summer weather than in the previous year.
Strong volume growth in Poland, Russia and Romania more than offset declines
elsewhere. Supporting this good growth was increased marketing investment, up 9%
in real terms over the prior year, and expansion of focused on-premise
merchandising. The business again produced excellent profit growth, with EBITA
up 26% (15% in organic constant currency terms).  EBITA margin growth of 80
basis points was derived from improved sales mix, as worthmore segment volumes
rose 11% organically, and increased productivity.



The Polish beer market grew by some 2%, led by growth in the lower mainstream
segment.  Kompania Piwowarska's organic volume growth of 12%, driven by
increased on-trade investment and key account channel focus (including enhanced
cold display), secured market leadership, with share at 37%. Tyskie remains
Poland's leading beer brand, and Zubr is now the second largest brand following
its re-launch in July 2003, with market share of 8% at the end of the year.
Re-launched premium brand Lech, complemented by Redds, improved mix in the
fourth quarter, halting the negative mix trend witnessed for much of the year.
New product innovation has been particularly successful in Poland, and products
launched since 2000 now contribute over 30% of total revenue. Real pricing
declines continued for the industry, but our manufacturing and distribution
productivity yielded cost savings, and sales per employee reached 4,000
hectolitres.



In the Czech Republic, domestic industry volumes declined by 2.5% for the year,
with the first half's 5% decline reflecting 22% fewer summer sunshine hours
compared to the prior year.  Plzensky Prazdroj's volumes were down 2.1% for the
year, resulting in a small market share gain as our on-premise investment and
key account management initiatives continued to succeed in the market.  Pilsner
Urquell volumes rose slightly both domestically and globally, driving positive
sales mix benefits. Pricing grew ahead of inflation, whilst package and channel
mix were stable.  These factors, together with cost savings from centralised
regional procurement, helped our Czech operations to once again deliver improved
earnings.



In Russia, Transmark's volume increase for the year outpaced both overall
single-digit industry growth and also premium segment growth, although our rate
of growth slowed in the second half as we cycled high prior year comparables.
Our successful focus on building complementary Russian and international brand
equities within a leading premium portfolio has been amplified by strong
merchandising execution by our specialist distributors and retailers.  Miller
Genuine Draft volumes grew by 43%, generating positive brand mix benefits.  Our
distributors' network now covers most major Russian cities, with particular
strength in the Moscow region where we have a revenue share of approximately
15%.  Pricing growth continued in line with food and beverage inflation.  Whilst
marketing expenditure rose significantly, substantial cost benefits have been
obtained through local malt and bottle procurement.  Recently restrictions have
been imposed on media use by brewers and on beer consumption, although it is too
early to quantify what impact these may have on the industry.



In Romania, our organic volume growth of 18% (industry up 6%) and our
acquisition of SC Aurora SA in June 2004 have increased our market share to 22%.
Ursus, the country's leading brand franchise, has been repositioned,
attracting more consumers to Ursus Premium (from Ursus Pils), a local premium
beer with equity rivalling the international brands in the country.  Ursus
franchise volumes grew by 35% and generated positive mix impact, whilst
Timisoreana Lux grew 82% in the mainstream segment with rapidly growing
geographic distribution.  At year end, we launched two new brands: Peroni Nastro
Azzurro in the international premium segment and Ciucas, a lower-mainstream PET
brand designed to complement our existing portfolio, leveraging our strong
distribution network in this market segment.  Profitability has increased
significantly, and our production capacity is being expanded to accommodate our
continuing growth.



In Italy, the domestic beer market declined by an estimated 6% in a weak
consumer environment and following the prior year's exceptionally good summer.
Birra Peroni's organic volumes declined 8%, reflecting an unchanged organic
share performance and the termination of a licensed international brand. The
Peroni brand retained its market leading share of 12% and Nastro Azzurro held
its 4% share.  A comprehensive turnaround programme is now underway,
encompassing stronger brand marketing, development of an effective sales
function and direct point of sale merchandising control, restructuring of
distribution arrangements, aggressive cost containment and deliberate
performance management.  Facilities restructuring programmes are on track
following the closure of the Naples plant, whilst manufacturing upgrades are
ongoing at other facilities, including those enabling production of Miller
Genuine Draft for the pan-European market at the Padua brewery. Margins have
reduced mainly as a result of negative sales mix associated with consumption
shifts towards the off-premise channel and towards lower-priced market segments.
The closure of the Naples plant and associated restructuring initiatives led to
an exceptional charge of US$35 million during the year. In February, we
increased our shareholding in Birra Peroni to 99.8% at a cost of US$205 million.
In March, beer excise was increased by 24%, the impact of which will be felt by
the industry in the forthcoming year.



The Peroni Nastro Azzurro brand was recently re-launched in the UK, with a brand
marketing budget of £5 million.  Initial consumer reception is encouraging and
the new brand has achieved high early awareness among target consumers.



The Hungarian domestic industry declined some 10% following the ongoing
importation of cheap German cans.  Dreher's volume declined in line with this,
and profits have decreased as a consequence.



The Slovakian industry continued to decline, but at the reduced rate of 7% and
our volumes contracted by 3%.  In the Canaries, our volumes were level, in line
with the industry.  Significant restructuring has been announced in the
Canaries, including a 20% workforce reduction, which will generate significant
cost savings from 2007.  An exceptional charge of US$16 million has been taken.





Africa and Asia


                                                                    2005          2004
Financial summary                                                   US$m          US$m       % change

Turnover                                                           1,937         1,555             25
EBITA*                                                               384           306             25
EBITA margin (%)*                                                   19.8          19.7

Sales volumes (hls 000s)**
- Lager                                                           39,505        32,521             21
- Lager organic £                                                 35,685        32,392             10
- Carbonated soft drinks (CSDs)                                    4,667         3,879             20
- Other beverages                                                 11,538        10,137             14






* Before exceptional items being profit on the disposal of the group's interest
in Harbin Brewery Group Limited (Harbin) of US$103 million (2004: share of
associate's profit on disposal of a CSD business and brands in Morocco of US$6
million and share of associate's profit on disposal of a brand in Angola of US$1
million).

** Castel volumes of 12,771 hls 000s (2004: 12,049 hls 000s) lager, 8,260 hls
000s (2004: 9,221 hls 000s) CSDs, and 2,985 hls 000s (2004: 3,326 hls 000s)
other beverages are not included.

£ During 2004, the management responsibility for sales to Angola was transferred
from Beer South Africa to the Africa division. On a pro forma comparable basis,
the organic growth in lager volume in Africa and Asia would have been 9%
compared to the prior year.



Africa



Our African businesses continued the solid momentum described at the half-year
with full year growth in reported lager volumes of 9%. Volume gains combined
with improved productivity and selective price increases led to strong EBITA
growth for the year under review. EBITA margin also increased aided by
favourable country mix, with good growth in our higher margin territories.



Within the portfolio, Tanzania enjoyed an exceptional year with lager volume
growth of 9%, driven by improved market penetration within the context of an
improving economy and favourable agricultural conditions. Mozambique also
excelled with volume growth of 13% reflecting greater product availability in
rural areas and improving economic fundamentals. Angola continued its strong
growth in CSDs with volumes improving 15% year-on-year as increased capacity and
additional packs were introduced during the year. Botswana recovered from a slow
start to the year following the 8% devaluation of the local pula, to post 1.3%
total volume growth, within which the CSD portfolio performed best.



Castle brand volumes grew 15% across Africa, with strong performances in
Tanzania and Zambia where the brand attracts a price premium. Castle Milk Stout
grew in Ghana, also at a premium price position, and the brand was introduced in
Cameroon by our strategic alliance partner, Castel, with encouraging initial
results. Miller Genuine Draft was launched in selected African countries in the
last quarter of the year.



Lager volumes in Castel grew 6% year-on-year, with solid performances in Angola,
Democratic Republic of Congo and Algeria. Castel's CSD volumes reflect a
non-organic drop following the sale of their Moroccan and Angolan CSD interests
in the latter part of the prior year. EBITA has shown strong growth over the
prior year, reflecting improved productivity and a favourable product mix.





Asia



Our Chinese associate, CR Snow, expanded further during the year, with seven
breweries acquired giving access to new markets in the Yangtze River delta as
well as bolstering our position in Anhui. Lager volume growth for the year was
25%, within which underlying organic growth of 10% was achieved. Our national
brand, Snow, grew by 27% and comprised 33% of total volumes. Overall, our
national market share grew by over one full percentage point to 11.5%.



Double-digit organic EBITA growth was delivered in China driven by our volume
performance as well as modest net pricing and mix improvement which offset
higher raw material and energy costs.  Continuing moderate price inflation
trends are encouraging.  Additionally, while we are increasing investment in
focused brand marketing and distribution initiatives, we are beginning to reap
brand portfolio and operational synergies from our recent acquisitions. Reported
EBITA was, however, also influenced by the negative impact of the new
acquisitions, particularly in the case of the breweries in southern Jiangsu
province, which were acquired in October 2004, ahead of the lower-volume winter
months.



Our Shaw Wallace investment in India recorded double-digit sales volume growth,
ahead of the industry. The business continued to rehabilitate individual brewing
units and added one million hls of new capacity while closing down two smaller
breweries during the year. The business is focusing on industry reforms, and is
making significant investments in upgrading returnable containers.





South Africa





South Africa Beverages



Following the acquisition in December 2004 of all of the shares in ABI which the
group did not own, a programme of work has begun to establish and leverage the
benefits from the combination of our beverage businesses in South Africa. Future
financial announcements will include segmental results and commentaries for
South Africa Beverages. For the year under review, economic conditions remained
positive for our South African operations. Lower inflation and interest rates,
taken together with lower taxation and benefits from improved social grants, led
to an increase in disposable income.





Beer South Africa


                                                                    2005          2004
Financial summary                                                   US$m          US$m       % change

Turnover                                                           2,522         1,964             28
EBITA                                                                708           522             36
EBITA margin (%)                                                    28.1          26.6

Sales volumes (hls 000s)
- Lager                                                           25,912        25,261              3






Reported lager volumes achieved strong growth, ending the year 3% above last
year. As noted at the half year, during 2004 the management responsibility for
exports to Angola was transferred to the Africa division, and on a pro forma
comparable basis the increase in volume was 4%. A programme of renovation of our
mainstream brands including packaging changes and focussed consumer
communication contributed to this volume growth. This has been achieved through
innovation, maximising opportunities presented by the marketing mix, price
management in trade and improved availability following a 19% increase in
customers receiving a delivery service.





The general consumer shift to more premium offerings continues to gain momentum,
with growth of 50% achieved in the premium segment by Beer South Africa.
Developments in packaging, promotions and merchandising combined with a highly
differentiated route to market and focussed consumer engagement helped to
maximise this growth. The deliberate drive behind our international brands,
Miller Genuine Draft and Pilsner Urquell, within the South African premium
portfolio has delivered results and contributed to this growth. In addition,
Beer South Africa now holds a market leadership position in the fruit alcoholic
drinks category following 36% growth during the year under review.



Turnover increased by 13% in local currency, reflecting higher volumes, price
increases and significant growth in premium brands. This translates to a 10%
increase in domestic turnover per hl over last year.



Good control of operational costs and improved efficiencies assisted by the
strong performance of the rand which resulted in reductions in raw material
costs, helped boost the EBITA margin to 28.1% up from 26.6% a year ago. EBITA
was significantly up at US$708 million, an improvement of 36% on last year, and
a constant currency increase of 20%.



Strong sales growth and changes to both pack and brand mix have resulted in the
need to increase both packaging and brewing capacity as well as flexibility
capability. Plans are well advanced to bring the first tranche of capacity on
line before the 2005 summer peak. While capacity upgrades are restricted to
certain breweries, a general enhancement of our packaging capability is planned
for all breweries.



Good progress has been made by the liquor industry on the formulation of a Black
Economic Empowerment (BEE) Charter for the industry. Internal targets to
finalise the Charter by later in the year are, however, being hampered by
Government's delay in publishing the full BEE codes of good practice.



Progress in licensing the previously unlicensed shebeen trade has continued to
be below expectations, given delays in provincial licensing legislation. In the
Eastern Cape, however, increased temporary licensing has resulted in a doubling
of licensed customers during the year. We have continued to engage with the
relevant licensing authorities and assist shebeeners to increase the pace of
licensing across the country and are investing in training to enhance the
business skills of taverners.



The company has again received a number of awards in South Africa. This year,
the company was awarded both the Marketing and Manufacturing organisation of the
year by the respective industry bodies and was first, for a second successive
year, in the Finance Week survey of the best companies to work for.





Other Beverage Interests


                                                                    2005          2004
Financial summary                                                   US$m          US$m       % change

Turnover                                                           1,473         1,171             26
- ABI                                                              1,151           912             26
EBITA*                                                               250           186             34
- ABI                                                                213           158             35
EBITA margin (%)*                                                   17.0          15.9
- ABI                                                               18.5          17.3

Sales volumes (hls 000s)
- Soft drinks                                                     14,301        13,227              8
- ABI                                                             14,066        12,999              8




* Before exceptional items of US$Nil million (2004: profit on disposal of
trademarks of US$13 million).





Amalgamated Beverage Industries (ABI)



ABI has benefited from the favourable economic conditions referred to earlier,
and a growing black middle class has increased national household spending,
supporting increasing demand for ABI's products. Volume was buoyant, and the 8%
growth was driven by effective national account promotional spend, the effects
of the two-tiered pricing strategy, and moderate price increases.   The final
quarter showed strong growth, aided by the timing of Easter in March. The
benefits of the two Easters during the year aided growth in volume by
approximately 0.5%. This excellent performance resulted in share gains in the
CSD category, especially in the national accounts following repositioning of
some brands and more effective promotional spending. Continued flavour and pack
innovation further drove sales, as did focus on driving winter consumption. CSD
volumes were up 8% for the year and overall, CSDs contributed 94.6% of total ABI
volume. CSD volume increases were driven by the growth in non-returnable
bottles, in particular the 2 litre pack.



Turnover increased 26% (11% in constant currency) on the back of volume growth
and selective price increases. EBITA increased by 35% for the year (19% in
constant currency), driven by higher turnover, productivity improvements and
procurement cost reductions, and delivered an improved EBITA margin of 18.5%.



Appletiser



Sales in South Africa recorded strong growth, with new packaging receiving an
enthusiastic response, and progress was made in several international markets.
Good EBITA growth reflected the benefits of higher volumes and operational
efficiencies, partially offset by increased marketing expenditures.



Distell



Distell's domestic sales volumes increased, with further gains in the spirits
category contributing to an improved sales mix. International volumes also grew,
focused on a core portfolio of brands in selected markets. Customer service
levels and operational efficiency has improved across the business, and work
with key suppliers has yielded benefits. The improved sales mix, disciplined
cost management and the containment of overhead costs have all contributed to
improved earnings.





Hotels and Gaming


                                                                    2005          2004
Financial summary                                                   US$m          US$m       % change

Turnover                                                             289           226             28
EBITA*                                                                81            53             51
EBITA margin (%)*                                                   28.0          23.7

Revpar - US$ **                                                   $51.45        $42.71             20




* Before exceptional credit of US$7 million being share of associate's profit on
the disposal of fixed assets of US$11 million and share of associate's
restructuring costs of US$4 million (2004: US$Nil million).

** Revenue per available room.





Since 31 March 2003, SABMiller has been a 49% shareholder in the Tsogo Sun group
following a restructuring of our interests in that group. The business reported
strong trading results and our share of EBITA for the period was US$81 million,
an increase of 51% over the prior year (33% on an organic, constant currency
basis).



The gaming market has continued to grow strongly, up 14% in the key Gauteng
Province, reflecting buoyant consumer spending.  In addition the Suncoast casino
in Kwa-Zulu-Natal has performed well. Hotel occupancies were marginally above
the prior year and the growth in Revpar in local currency of 6% reflects the
growth in occupancy and price increases in line with inflation.  US dollar
Revpar reflects the impact of the stronger rand.  Overall, the Tsogo Sun group
is well placed to take advantage of continuing positive economic conditions.





Financial review



Segmental analysis



Our operating results are set out in the segmental analysis of operations, and
the disclosures accord with the manner in which the group is managed. SABMiller
believes that the reported profit measures - before exceptional items and
amortisation of goodwill - provide additional and more meaningful information on
trends to shareholders and allow for greater comparability between segments.
Segmental performance is reported after the specific apportionment of
attributable head office service costs.



Accounting for volumes



In the determination and disclosure of reported sales volumes, the group
aggregates the volumes of all consolidated subsidiaries and its equity accounted
associates, other than associates where the group exercises significant
influence but primary responsibility for day to day management rests with others
(such as Castel and Distell). In these latter cases, the financial results of
operations are equity accounted in terms of UK GAAP but volumes are excluded.
Contract brewing volumes are excluded from total volumes, however turnover from
contract brewing is included within group turnover.  Reported volumes exclude
intra-group sales volumes.



Organic, constant currency comparisons



The group has made some disclosures of its results on an organic, constant
currency basis, to analyse the effects of acquisitions net of disposals and
changes in exchange rates on the group's results.  Organic results exclude the
first twelve months' results of acquisitions and the last twelve months' results
of disposals.  Constant currency results have been determined by translating the
local currency denominated results for the year ended 31 March 2005 at the
exchange rates for the comparable period in the prior year.



International Financial Reporting Standards (IFRS)



The group is well advanced in its preparation for the adoption of IFRS, which
the group will adopt for its 2006 financial reporting.  We plan to issue 2005
financial information, restated for IFRS, ahead of this summer's annual general
meeting.  It is estimated that the adoption of IFRS will have limited negative
impact on adjusted earnings per share, reflecting increased costs primarily
relating to employee share options and certain pension and post-retirement
benefits.



Central administration expenses



The central administration expenses recorded in the year reflect the full-year
running costs of the group's enhanced head office departments, which are now
more appropriately proportioned to the size of the group and the spread of
businesses.  The increase over the prior year includes the currency impact from
UK-based cost centres.



Acquisitions



The acquisition of a 94.93% interest in SC Aurora SA in Romania was completed on
10 June 2004, with the holding increased to 99.58% subsequently.



The acquisition of the remaining 26.5% minority interests in ABI was completed
in December 2004.



The acquisition of a further 39.8% interest in Birra Peroni SpA (Peroni) was
completed in February 2005, bringing the total holding to 99.8%.



All of the acquisitions were funded in cash from existing resources and
facilities.





Exceptional items including sale of investments



The group recorded net exceptional costs within operating profit of US$48
million, being US$35 million of brewery closure costs in Italy; US$16 million of
restructuring costs in the Canary Islands; US$4 million share of associate's
restructuring costs in Hotels and Gaming; US$4 million profit on disposal of the
Tumwater brewery in Miller; US$2 million credit on the reversal of surplus
integration and restructuring provisions in Miller; and US$1 million credit on
the reversal of surplus Tumwater brewery closure costs in Miller.



Exceptional profits of US$366 million were recorded after operating profit and
comprised US$103 million profit on the disposal of the group's 29.6% stake in
Harbin Brewery Group Limited (Harbin), US$252 million profit on the disposal of
the group's 21% investment in Edgars Consolidated Stores Ltd (Edcon) and US$11
million share of associates' profit on the disposal of fixed assets in Hotels
and Gaming.



This compares to prior year net exceptional costs within operating profit of
US$26 million, comprising Miller restructuring costs of US$13 million; a
reversal of US$4 million of the Tumwater brewery closure costs at Miller; and a
US$5 million impairment charge in relation to FMB assets at Miller; US$6 million
of reorganisation costs in Central America; and US$6 million costs associated
with the closure of the water bottling plant in the Canary Islands.  Exceptional
profits of US$67 million were recorded after operating profit and comprised
surplus on the pension fund of a disposed operation of US$47 million; profit on
the disposal of trademarks in Appletiser of US$13 million; and the group's share
of the profit on disposal of Castel's Moroccan CSD business of US$6 million and
a brand in Angola of US$1 million.



Treasury



Gross borrowings have decreased to US$3,339 million from US$3,707 million at 31
March 2004.  Net debt has decreased to US$2,196 million from US$3,025 million
reflecting the increase in cash generated from operating activities, the
proceeds from the disposal of investments and the conversion of the 4.25% US$600
million convertible bond, partially offset by cash expended on acquisitions and
the purchase of minorities in ABI and Peroni.



The average loan maturity in respect of the US$ fixed rate debt portfolio is
some six years.  The average borrowing rate for the total debt portfolio at
March 2005 was 5.5% (2004: 4.8%).  The group's gearing decreased at the year-end
to 26.4% from last year's 43.3%.



In April 2004 SABMiller plc and SABMiller Finance BV signed a five-year US$1,000
million revolving credit bank facility agreement.  This replaced the US$720
million facility in existence at 31 March 2004.



Interest



Net interest costs decreased to US$167 million, an 11% decrease on the prior
year's US$188 million. This decrease is primarily due to the conversion of the
bond noted above and lower levels of net debt throughout the year.  Interest
cover, based on pre-exceptional profit before interest and tax, has improved to
12.2 times.



Profit before tax



Profit before tax of US$2,194 million was up 58% on prior year, reflecting
performance improvements in all our businesses, a number of exceptional credits
(as described above), the reduction in interest and the impact of favourable
exchange rates.



Taxation



The effective tax rate, before goodwill amortisation, exceptional items and
before a charge for South African secondary tax on companies (STC) on
non-recurring dividends following a restructuring of the group's holdings in
South Africa, is 34.8%, which is broadly in line with the prior year.  Including
the non-recurring STC charge, the effective tax rate is 36.5%.



Pensions



The group has exposures associated with defined benefit pension schemes and post
retirement benefits: the Miller defined benefit pension plans and post
retirement benefit plans, the ABI Pension Fund, and the South African post
retirement medical aid schemes being the most significant.  The updated
valuations as at the year end, required for FRS17 disclosure purposes only,
indicate a deficit on the schemes in aggregate, in excess of amounts provided in
the balance sheet, of some US$201 million, after taking account of the related
deferred taxation.  This compares to the prior year deficit of US$140 million.
The group has no other significant exposures to pension and post retirement
liabilities as measured in accordance with FRS17.



Goodwill



Intangible assets increased by US$309 million, due primarily to the inclusion of
goodwill of US$172 million arising on the acquisition of a further 39.8%
interest in Peroni and US$419 million on the acquisition of the minorities in
ABI, partially offset by the amortisation for the year.  Goodwill in ABI is
considered to have an indefinite life (consistent with prior years), all other
goodwill being amortised over 20 years. The attributable amortisation charge for
the year under review rose to US$344 million from last year's US$333 million.



Cash flow



Net cash inflow from operating activities before working capital movement
(EBITDA) rose to US$2,740 million from last year's US$2,185 million. The ratio
of EBITDA to group turnover increased in the year to 21.2% (2004: 19.2%).



Currency: rand



During the financial year, the SA rand showed strength against the US dollar and
the currency ended the financial year at R6.26 to the US dollar.  As a result,
the weighted average rand/dollar rate improved by 13% to R6.22 compared with
R7.06 in the prior year.



Dividend



The board has proposed a final dividend of 26.0 US cents making a total of 38.0
US cents per share for the year. Shareholders will be asked to ratify this
proposal at the annual general meeting, scheduled for 28 July 2005. In the event
that ratification takes place, the dividend will be payable on 5 August 2005 to
shareholders registered on the London and Johannesburg Registers on 8 July 2005.
The ex-dividend trading dates, as stipulated by the London Stock Exchange will
be 6 July 2005 on the London Stock Exchange and 4 July 2005 on the JSE
Securities Exchange South Africa as stipulated by STRATE.  As the group reports
in US dollars, dividends are declared in US dollars. They are payable in
sterling to shareholders on the UK section of the register and in South African
rand to shareholders on the RSA section of the register. The rates of exchange
applicable on 13 May 2005, being the last practical date before the declaration
date, will be used for conversion ($/£ = 1.8556 and R/$ = 6.3100), resulting in
an equivalent final dividend of 14.0116 UK pence per share for UK shareholders
and 164.0600 SA cents per share for RSA shareholders. The equivalent total
dividend for the year for UK shareholders is 20.4985 UK pence (2004: 17.2350 UK
pence) and for RSA shareholders is 237.4868 SA cents (2004: 202.6501 SA cents).



To comply with the requirements of STRATE in South Africa, from the close of
business on 1 July 2005 until the close of business on 8 July 2005, no transfers
between the UK and South African Registers will be permitted and no shares may
be dematerialised or rematerialised.



Annual report and accounts



The group's unaudited summarised financial statements and certain significant
explanatory notes follow. The annual report will be mailed to shareholders in
early July 2005 and the annual general meeting of the company will be held at
11:00hrs on 28 July 2005.






SABMiller plc
CONSOLIDATED PROFIT AND LOSS ACCOUNTS
for the years ended 31 March                                                                                    19





                                                                                        2005                 2004
                                                                                   Unaudited              Audited
                                                                 Notes                  US$m                 US$m

Turnover (including share of associates' turnover)                 2                  14,543               12,645
Less: share of associates' turnover                                                  (1,642)              (1,279)

Group turnover                                                     2                 12,901               11,366
Net operating costs                                                3                (11,152)             (10,043)

Group operating profit                                             2                  1,749                1,323

Share of operating profit of associates                            2                    246                  189
Profit on disposal of investments                                  4                    355                    -
Share of associate's profit on disposal of fixed assets            4                     11                    -
Profit on disposal of trademarks                                   4                      -                   13
Surplus on pension fund of disposed operation                      4                      -                   47
Share of associate's profit on disposal of a CSD business and      4                      -                    7
brands in Morocco and a brand in Angola

Profit on ordinary activities before interest and taxation                            2,361                1,579

Net interest payable                                                                   (167)                (188)
Group                                                                                  (143)                (152)
Associates                                                                              (24)                 (36)


Profit on ordinary activities before taxation                                         2,194                1,391
Taxation on profit on ordinary activities                          5                   (850)                (579)

Profit on ordinary activities after taxation                                          1,344                  812
Equity minority interests                                                              (203)                (167)

Profit for the financial year                                                         1,141                  645
Dividends                                                                              (473)                (358)
Retained profit for the financial year                                                  668                  287

Basic earnings per share (US cents)                                6                   94.1                 54.1
Headline earnings per share (US cents)                             6                   97.5                 76.7
Adjusted basic earnings per share (US cents)                       6                  103.2                 77.6
Diluted earnings per share (US cents)                              6                   91.1                 53.0
Adjusted diluted earnings per share (US cents)                     6                   99.8                 75.2
Dividends per share (US cents)                                                         38.0                 30.0





During the year and the previous year, the group made a number of acquisitions
and increased its shareholdings in several subsidiaries.  As disclosed in note
11, these acquisitions were material to individual business segments, however,
they were not material to the group as a whole.  All operations are continuing.



There is no material difference between the results disclosed above and those
disclosable on an unmodified historical cost basis.


SABMiller plc
CONSOLIDATED BALANCE SHEETS
at 31 March                                                                                                     20




                                                                                        2005                 2004
                                                                                   Unaudited              Audited
                                                                 Notes                  US$m                 US$m

Fixed assets
Intangible assets                                                  7                  6,822                6,513
Tangible assets                                                                       4,162                3,758
Investments                                                                           1,303                1,212
Investments in associates                                                             1,116                  928
Other fixed asset investments                                                           187                  284

                                                                                     12,287               11,483
Current assets
Stock                                                                                   634                  599
Debtors                                                                               1,164                1,035
Investments                                                        10                   689                   31
Cash at bank and in hand                                           10                   454                  651
                                                                                      2,941                2,316

Creditors - amounts falling due within one year                                      (3,550)              (2,783)
Interest bearing debt                                              10                  (813)                (613)
Other                                                                                (2,737)              (2,170)


Net current liabilities                                                                (609)                (467)

Total assets less current liabilities                                                11,678               11,016

Creditors - amounts falling due after one year                                       (2,579)              (3,166)
Interest bearing debt *                                            10                (2,526)              (3,094)
Other                                                                                   (53)                 (72)

Provisions for liabilities and charges                             8                   (796)                (866)
Net assets                                                                            8,303                6,984

Shareholders' funds                                                                   7,665                6,165
Equity minority interests                                                               638                  819
Capital employed                                                                      8,303                6,984







* 2004 included US$594 million 4.25% guaranteed convertible bonds.






SABMiller plc
CONSOLIDATED CASH FLOW STATEMENTS
for the years ended 31 March                                                                                    21




                                                                                        2005                 2004
                                                                                   Unaudited              Audited
                                                                Notes                   US$m                 US$m

Net cash inflow from operating activities                         9                   2,792                2,292

Dividends received from associates                                                       47                   25

Returns on investments and servicing of finance
Interest received                                                                        94                   53
Interest paid                                                                          (228)                (216)
Interest element of finance lease rental payments                                        (2)                  (3)
Dividends received from other investments                                                10                    9
Dividends paid to minority interests                                                   (172)                (154)
Net cash outflow from returns on investments and servicing of                          (298)                (311)
finance

Taxation paid                                                                          (625)                (456)

Capital expenditure and financial investments
Purchase of tangible fixed assets                                                      (768)                (576)
Sale of tangible fixed assets                                                            30                   27
Purchase of investments                                                                 (19)                (217)
Sale of investments                                                                     475                    6
Net cash outflow for capital expenditure and financial                                 (282)                (760)
investments

Acquisitions and disposals
Purchase of subsidiary undertakings                               11                    (24)                (338)
Net cash / (overdraft) acquired with subsidiary undertakings                              1                 (160)
Purchase of shares from minorities                                11                   (793)                 (20)
Purchase of shares in associates                                                        (13)                 (58)
Net funding (to) / from associates                                                      (68)                   1
Proceeds of pension fund surplus from previously disposed         4                       -                   47
operation
Proceeds from disposal of trademarks                              4                       -                   13
Net cash outflow for acquisitions and disposals                                        (897)                (515)

Equity dividends paid to shareholders                                                  (412)                (309)

Management of liquid resources
Sale / (purchase) of short-term liquid instruments                                        3                  (16)
Cash placed in short-term deposits                                                     (661)                   -
Net cash outflow from management of liquid resources              10                   (658)                 (16)

Financing
Issue of shares                                                                          38                   10
Issue of shares to minorities                                                             1                    4
Net purchase of own shares for share trusts                                             (21)                 (10)
New loans raised                                                                        540                3,385
Repayment of loans                                                                     (658)              (3,377)
Net cash (outflow) / inflow  from financing                                            (100)                  12
Decrease in cash in the year                                      10                   (433)                 (38)




SABMiller plc
CONSOLIDATED STATEMENTS OF TOTAL RECOGNISED GAINS AND LOSSES
for the years ended 31 March                                                                                  22




                                                                                        2005                 2004
                                                                                   Unaudited              Audited
                                                                                        US$m                 US$m

Profit for the financial year                                                         1,141                  645
Currency translation differences on foreign currency net investments                    206                  300

Total recognised gains and losses for the year                                        1,347                  945






CONSOLIDATED RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
for the years ended 31 March




                                                                                        2005                 2004
                                                                                   Unaudited              Audited
                                                                                        US$m                 US$m

Profit for the financial year                                                         1,141                  645
Other recognised gains and losses relating to the year (net)                            206                  300
Dividends declared by SABMiller plc                                                    (473)                (358)
Payment for purchase of own shares for share trusts                                     (21)                 (10)
Credit entry re the charge in respect of share option schemes                            12                    6
Increase in share capital and premium on conversion of 4.25%                            597                    -
guaranteed convertible bonds
Net proceeds on ordinary shares issued for cash                                          38                    10

Net increase in shareholders' funds                                                   1,500                   593

Shareholders' funds at start of year                                                  6,165                 5,572

Shareholders' funds at end of year                                                    7,665                 6,165



The amount of cumulative goodwill in respect of purchased subsidiary and
associated undertakings which has been set off against shareholders' funds prior
to 31 March 1998 was US$209 million at 31 March 2005 (2004: US$187 million).






SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS                                                                               23





1. Basis of preparation



The consolidated financial statements present the financial record for the years
ended 31 March 2005 and 31 March 2004.



The subsidiary and associated undertakings in the group operate in the local
currency of the country in which they are based. From a functional perspective,
the group regards these operations as being US dollar-based as the transactions
of these entities are, insofar as is possible, evaluated in US dollars. In
management accounting terms all companies report in US dollars.



The directors of the company regard the US dollar as the functional currency of
the group, being the most representative currency of its operations.  Therefore
the consolidated financial statements are presented in US dollars.



In accordance with s240 of the Companies Act, 1985, as amended, the above
statements do not set out the full group financial statements of SABMiller plc
and its subsidiary undertakings. Group financial statements for 2005 will be
delivered to the Registrar of Companies in due course. The board of directors
approved this financial information on 18 May 2005. The financial information
for the year ended 31 March 2004 does not comprise statutory accounts but has
been extracted from the statutory accounts for that year, which have been
delivered to the Registrar of Companies. The auditors' report was unqualified
and did not contain a statement made under s237(2) or (3) of the Companies Act,
1985.





 Supplementary information



The accompanying consolidated supplementary information, which is unaudited,
presents the profit and loss accounts and cash flow statements of the SABMiller
plc group in South African rands, and for the second six month period of the
years ended 31 March 2005 and 31 March 2004 in US dollars, together with the
balance sheets at 31 March 2005 and 31 March 2004 in South African rands.



The exchange rates of rand to US dollars used in preparing the consolidated
financial statements in the supplementary section were as follows:


                                                                                     Weighted           Closing
                                                                                 average rate              rate
Year ended 31 March 2004                                                                 7.06              6.39
Year ended 31 March 2005                                                                 6.22              6.26



The weighted average exchange rates have been calculated based on an average of
the exchange rates during the relevant year and weighted according to the
turnover of the group's businesses.





Accounting policies



These preliminary financial statements should be read in conjunction with the
annual financial statements and the accounting policies laid down therein (which
will be distributed in early July 2005). They have been prepared under the
historical cost convention in accordance with the Companies Act 1985 and
accounting standards applicable in the United Kingdom (UK GAAP), and all have
been applied consistently throughout the current and preceding year, as set out
in the annual report for the year ended 31 March 2004.




SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                                                   24





2. Segmental analysis


                                                          Turnover            EBITA                EBITA margin
                                                      2005     2004        2005     2004        2005        2004
                                                 Unaudited  Audited   Unaudited  Audited   Unaudited     Audited
                                      Notes           US$m     US$m        US$m     US$m           %           %
Business segment analysis


North America                                       4,892    4,778          497      424        10.2         8.9

Central America                                       521      531           91       76        17.5        14.2

Europe                                              2,909    2,420          483      383        16.6        15.8

Africa and Asia                                     1,937    1,555          384      306        19.8        19.7
Associates' share                                    (934)    (691)        (134)    (112)       14.4        16.1
                                                    1,003      864          250      194        24.8        22.6

South Africa:
Beer South Africa                                   2,522    1,964          708      522        28.1        26.6

Other Beverage Interests                            1,473    1,171          250      186        17.0        15.9
Associates' share                                    (419)    (362)         (50)     (36)       11.8        10.0
                                                    1,054      809          200      150        19.0        18.6

Hotels and Gaming                                     289      226           81       53        28.0        23.7
Associates' share                                    (289)    (226)         (81)     (53)       28.0        23.7
                                                        -        -            -        -           -           -
                                                                                 
Central Administration                                  -        -          (85)     (57)          -           -

Group - excluding exceptional items                14,543   12,645        2,409    1,893        16.6        15.0
Associates' share                                  (1,642)  (1,279)        (265)    (201)       16.1        15.7
                                                   12,901   11,366        2,144    1,692        16.6        14.9
Exceptional items                        4
North America                                           -        -            7      (14)          -           -
Central America                                         -        -            -       (6)          -           -
Europe                                                  -        -          (51)      (6)          -           -
Africa and Asia                                         -        -          103        7           -           -
Other Beverage Interests (Appletiser)                   -        -            -       13           -           -
Hotels and Gaming                                       -        -            7        -           -           -
Central Administration                                  -        -          252       47           -           -
                                                        -        -          318       41           -           -

Group - including exceptional items                14,543   12,645        2,727    1,934        18.8        15.3
Associates' share                                  (1,642)  (1,279)        (272)    (208)       16.6        16.3
                                                   12,901   11,366        2,455    1,726        19.0        15.2



Analyses by business are based on the group's management structure.


SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                                                   25





2. Segmental analysis (continued)


                                               Net operating assets     Operating profit        Operating margin
                                                     2005      2004        2005     2004        2005        2004
                                                Unaudited   Audited   Unaudited  Audited   Unaudited     Audited
                                      Notes          US$m      US$m        US$m     US$m           %           %
Business segment analysis


North America                                       4,436     4,726         261      189         5.3         3.9

Central America                                       912       964          48       31         9.2         5.9

Europe                                              2,671     2,109         419      327        14.4        13.5

Africa and Asia                                     1,296     1,259         363      288        18.7        18.5
Associates' share                                    (678)     (557)       (121)    (101)       12.9        14.5
                                                      618       702         242      187        24.0        21.8

South Africa:
Beer South Africa                                     284       320         708      522        28.1        26.6

Other Beverage Interests                            1,167       713         250      186        17.0        15.9
Associates' share                                    (172)     (152)        (50)     (36)       11.8        10.0
                                                      995       561         200      150        19.0        18.6

Hotels and Gaming                                     266       219          79       52        27.5        23.0
Associates' share                                    (266)     (219)        (79)     (52)       27.5        23.0
                                                        -         -           -        -           -           -

Central Administration                               (533)     (301)        (85)     (57)          -           -

Group - excluding exceptional items                10,499    10,009       2,043    1,538        14.0        12.2
Associates' share                                  (1,116)     (928)       (250)    (189)       15.2        14.7
                                                    9,383     9,081       1,793    1,349        13.9        11.9
Exceptional items                        4
North America                                           -         -           7      (14)          -           -
Central America                                         -         -           -       (6)          -           -
Europe                                                  -         -         (51)      (6)          -           -
Hotels and Gaming                                       -         -          (4)       -           -           -
                                                        -         -         (48)     (26)          -           -

Group - including exceptional items                10,499    10,009       1,995    1,512        13.7        12.0
Associates' share                                  (1,116)     (928)       (246)    (189)       14.9        14.7
                                                    9,383     9,081       1,749    1,323        13.6        11.6


SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                                                   26





2. Segmental analysis (continued)


                                                  Capital expenditure          EBITDA             EBITDA margin
                                                       2005      2004       2005      2004       2005       2004
                                                  Unaudited   Audited  Unaudited   Audited  Unaudited    Audited
                                       Notes           US$m      US$m       US$m      US$m          %          %
Business segment analysis


North America                                          113       101        644       567       13.2       11.9

Central America                                         38        42        129       113       24.7       21.3

Europe                                                 322       178        650       526       22.3       21.7

Africa and Asia                                         71        71        293       232       29.2       26.9

South Africa:
Beer South Africa                                      154       114        854       619       33.8       31.5

Other Beverage Interests                                62        67        247       192       23.5       23.7

Hotels and Gaming                                        -         -          -         -          -          -

Central Administration                                   8         3        (76)      (50)         -          -

Group - excluding exceptional items                    768        576     2,741     2,199       21.2       19.3

Exceptional items                         4
North America                                            -         -          4        (6)         -          -
Central America                                          -         -          -        (6)         -          -
Europe                                                   -         -         (5)       (2)         -          -
                                                         -         -         (1)      (14)         -          -

Group - including exceptional items                    768       576      2,740     2,185       21.2       19.2




SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                                                   27





2. Segmental analysis (continued)



The analyses of turnover, operating profit and net operating assets by business
segment include the following amounts in respect of acquisitions made:


                                                                                         2005               2004
                                                                                    Unaudited            Audited
                                                                                         US$m               US$m

Turnover:

Europe and Group                                                                          20                556

Operating loss:

Europe and Group                                                                           -                 (3)

Net operating assets:

Europe and Group                                                                           -                550






SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                                                   28





3. Net operating costs


                                                                                         2005               2004
                                                                                    Unaudited            Audited
                                                                                         US$m               US$m

Raw materials and consumable stores                                                    3,820              3,572
Changes in stock of finished goods and work in progress                                   42                 19
Excise duties                                                                          2,295              2,023
Employee costs                                                                         1,511              1,295
Depreciation of tangible fixed assets:                                                   511                460
   owned assets                                                                          413                378
   leased assets                                                                          16                  9
   containers                                                                             82                 73
Container breakages and shrinkage                                                         51                 19
Amortisation of intangible assets                                                        351                343
Dividends received from fixed asset investments                                          (10)                (9)
Other operating income                                                                  (276)               (78)
Other operating charges                                                                2,813              2,373
Brewery closure costs in Italy (Europe)                                                   35                  -
Restructuring costs in the Canary Islands (Europe)                                        16                  -
Profit on disposal of Tumwater brewery (North America)                                    (4)                 -
Brewery closure costs in Tumwater (North America)                                         (1)                (4)
Restructuring and integration costs (North America)                                       (2)                13
Reorganisation costs (Central America)                                                     -                  6
Asset impairment (North America)                                                           -                  5
Water plant closure costs in the Canary Islands (Europe)                                   -                  6
                                                                                      11,152             10,043







SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                                                   29





4. Exceptional items



The following items were treated as exceptional items by the group during the
years ended 31 March:


                                                                                         2005               2004
                                                                                    Unaudited            Audited
                                                                                         US$m               US$m
Recognised in operating profit:
North America                                                                              7                (14)
Profit on disposal of Tumwater brewery                                                     4                  -
Brewery closure costs in Tumwater                                                          1                  4
Miller integration and restructuring costs                                                 2                (13)
Asset impairment                                                                           -                 (5)

Central America
Reorganisation costs                                                                       -                 (6)

Europe                                                                                   (51)                (6)
Brewery closure costs in Italy                                                           (35)                 -
Restructuring costs in the Canary Islands                                                (16)                 -
Water plant closure costs in the Canary Islands                                            -                 (6)

Hotels and Gaming
Restructuring costs                                                                       (4)                 -

                                                                                         (48)               (26)
Taxation (charge) / credit                                                                (1)                 7
Minority interests' share of the above items                                               8                  5







The sale of the Tumwater brewery in North America, which was completed in April
2004, resulted in a profit of US$4 million in 2005.  In 2005, US$1 million of
the Tumwater closure costs provided in 2003, were deemed surplus and were
credited to the profit and loss account (2004: US$4 million credit).



In 2005, US$2 million of the restructuring and integration costs provided in the
prior year were deemed surplus and were credited to the profit and loss account
(2004: US$13 million charge).



Following the decision during 2004 to cease the production and distribution of
Flavoured Malt Beverages (FMBs) with the exception of the SKYY brands at Miller,
an impairment charge of US$5 million was taken against assets used in FMB
production.



Following the group's acquisition of brewing and soft drink bottling interests
in Central America towards the end of 2001, costs were incurred to restructure
the Central American operations of US$6 million in 2004.  These expenses
consisted primarily of retrenchment costs.



Following the acquisition of Birra Peroni SpA, an operating review resulted in
management announcing in October 2004 the closure of the Naples brewery.  As a
result, the tangible fixed assets have been written down to net recoverable
value, resulting in a charge of US$21 million.  In addition, the restructuring
has resulted in retrenchment costs of US$8 million, Nastro Azzurro re-branding
costs of US$2 million and other exit costs of US$4 million.



In March 2005, a restructuring plan for the Canary Islands, Europe, was
announced.  A provision of US$16 million has been charged to the profit and loss
account to cover the costs which primarily relate to severance.



In the prior year there were closure costs amounting to US$6 million related to
the closure of the water bottling plant in the Canary Islands.  These included
the impairment of tangible fixed assets to net recoverable value (US$4 million)
and rationalisation costs including redundancy and associated closure costs
(US$2 million).



During the course of 2005, US$4 million of costs have been charged to the profit
and loss account in relation to restructuring in the hotels and gaming division.






SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                                                   30





4. Exceptional items (continued)


                                                                                         2005               2004
                                                                                    Unaudited            Audited
                                                                                         US$m               US$m
Recognised after operating profit:
Africa and Asia                                                                          103                  7
Profit on disposal of investment in China                                                103                  -
Share of associate's profit on disposal of a CSD business and                              -                  6
brands in Morocco
Share of associate's profit on disposal of brand in Angola                                 -                  1

Other Beverage Interests (Appletiser)
Profit on disposal of trademarks                                                           -                 13

Hotels and Gaming
Share of associate's profit on disposal of fixed assets                                   11                  -

Central Administration                                                                   252                 47
Profit on disposal of investment                                                         252                  -
Surplus on pension fund of disposed operation                                              -                 47


                                                                                         366                 67
Taxation charge                                                                          (31)                (1)







The sale of the group's 29.4% interest in Harbin Brewery Group Limited (Harbin)
was completed in June 2004, realising a profit of US$103 million, after taking
into account all associated costs.



During 2004 Castel disposed of its interests in the Cobomi business and brands
in Morocco. SABMiller's share of the profit on disposal was US$6 million.
Castel recognised a profit on disposal of the Youki brand in Angola.
SABMiller's share of the profit was US$1 million.



In 2004, Appletiser SA recorded a pre-tax profit on the disposal of its Valpre
and Just Juice trademarks of US$13 million, which were sold to a subsidiary of
The Coca-Cola Company (TCCC).  Appletiser continues to produce the Valpre and
Just Juice brands under a manufacturing agreement with TCCC.



In May 2004, Tsogo Sun Holdings (Pty) Ltd (Tsogo Sun) recorded an exceptional
pre-tax profit on the sale of two Umhlanga Rocks hotels and land, of which the
group's share amounted to US$11 million.



In July 2004, the group disposed of its entire 21% interest in Edgar's
Consolidated Stores Ltd (Edcon) realising a pre-tax profit of US$252 million.
The associated capital gains tax amounted to US$30 million.



The group is still in dispute resolution with Shoprite Holdings Ltd regarding
the disposal of the OK Bazaars some years ago.  As a result of a surplus arising
from the liquidation of the OK Bazaars pension fund, which was returned to the
Shoprite group, Shoprite paid The South African Breweries Ltd, OK Bazaars'
former parent company, an after tax equivalent amount of US$47 million in 2004,
pursuant to the sale agreement.






SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                                                   31





5. Taxation on profit on ordinary activities


                                                                                          2005               2004
                                                                                     Unaudited            Audited
                                                                                          US$m               US$m

Current taxation                                                                          682                508
- Charge for the year                                                                     638                507
- Adjustments in respect of prior years                                                    44                  1
Withholding taxes and other taxes                                                         126                 22
Share of associates' taxation charge                                                       74                 45
Total current taxation                                                                    882                575

Deferred taxation                                                                         (32)                 4
- Charge for the year                                                                       7                  5
- Adjustments in respect of prior years                                                   (39)                 5
- Rate change                                                                               -                 (6)

                                                                                          850                579

Effective tax rate, before goodwill amortisation and exceptional                         36.5               34.3
items (%) *



* The 2005 effective tax rate before the South African secondary tax on
companies (STC) charge on non-recurring dividends, following a restructuring of
the group's holdings in South Africa, of US$38 million was 34.8%


SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                                                   32





6. Earnings per share


                                                                                         2005               2004
                                                                                    Unaudited            Audited
                                                                                     US cents           US cents
Basic earnings per share                                                                 94.1               54.1
Headline earnings per share                                                              97.5               76.7
Adjusted basic earnings per share                                                       103.2               77.6
Diluted earnings per share                                                               91.1               53.0
Adjusted diluted earnings per share                                                      99.8               75.2



The calculation of basic earnings per share has been based on the profit for the
financial year as shown below, and on a weighted average number of shares in
issue of 1,212,075,231 (2004: 1,192,192,647).



At 31 March 2005 there were 11,608,464 share purchase options outstanding under
the SABMiller plc Executive Share Purchase Scheme (South Africa), 8,120,480
share purchase options outstanding under the SABMiller plc Executive Share
Option Scheme (Approved Scheme and (No 2) Scheme combined), 2,611,777
conditional awards under the SABMiller plc Performance Share Awards Scheme which
have not yet vested, and 2,709,964 share purchase options outstanding under the
SABMiller plc International Employee Share Scheme.  The calculation of diluted
earnings per share is based on a weighted average number of shares in issue of
1,272,824,937, after adjusting for 60,749,706 weighted potentially dilutive
ordinary shares arising from the share options and the guaranteed convertible
bond, and the profit for the financial year as shown below, adjusted for an
interest saving of US$19 million, on the 4.25% guaranteed convertible bond up
until its conversion. The average share price of SABMiller plc since the
beginning of the financial year, used in determining the number of potentially
dilutive ordinary shares, is US$13.46, compared with an average strike price on
the outstanding options of US$9.29.



The group has also presented an adjusted basic earnings per share figure to
exclude the impact of amortisation and other non-recurring items in order to
present a more meaningful comparison for the years shown in the consolidated
financial statements. Adjusted earnings per share has been based on adjusted
headline earnings for each financial year and on the same number of weighted
average shares in issue as the basic earnings per share calculation.  Headline
earnings per share has been calculated in accordance with the Institute of
Investment Management and Research (IIMR)'s Statement of Investment Practice No.
1 entitled 'The Definition of Headline Earnings'.  The adjustments made to
arrive at headline earnings and adjusted earnings are as follows:


                                                                                          2005              2004
                                                                                     Unaudited           Audited
                                                                                          US$m              US$m
Profit for the financial year                                                            1,141               645
Amortisation of goodwill                                                                   366               355
Share of associate's profit on disposal of fixed assets (Hotels and                        (11)                -
Gaming)
Profit on disposal of Tumwater (North America)                                              (4)                -
Brewery closure costs in Tumwater (North America)                                           (1)               (4)
Brewery closure costs (Italy)                                                               21                 -
Impairment costs                                                                             9                 -
Profit on sale of investments (Africa and Asia, Central                                   (355)                -
Administration)
Loss on sale of fixed assets and investments                                                16                 3
Profit on disposal of trademarks (Appletiser, Other Beverage                                 -               (13)
Interests)
Water plant closure costs in the Canary Islands (Europe)                                     -                 6
Share of associate's profit for compensation for cancellation of
distribution
   rights (Distell, Other Beverage Interests)                                                -                (2)
Surplus on pension fund of disposed operation                                                -               (47)
Share of associate's profit on disposal of CSD business and brands in
Morocco
   and an Angolan brand (Africa and Asia)                                                    -                (7)
Asset impairment (North America)                                                             -                 5
Tax effects of the above items                                                              30                 -
Minority interests' share of the above items                                               (31)              (26)
Headline earnings (basic)                                                                1,181               915
Integration / reorganisation costs*                                                         32                19
Tax effects of the above items                                                               -                (7)
South African STC on non-recurring dividends                                                38                 -
Minority interests' share of the above items                                                 -                (2)
                                                                                         1,251               925

Adjusted earnings



* In 2005 this comprised restructuring costs in the Canary Islands (Europe) of
U$16 million, restructuring costs in Italy (Europe) of US$14 million, share of
associate's restructuring costs in Hotels and Gaming of US$4 million and a
reversal of restructuring and integration costs in North America of US$2 million
(2004: restructuring and integration costs in North America of US$13 million and
reorganisation costs in Central America of US$6 million).


SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                                                   33





7. Intangible assets


                                                              Trademarks             Goodwill             Total
                                                                    US$m                 US$m              US$m
Net book amount

At 31 March 2004 (audited)                                             -                6,513             6,513

At 31 March 2005 (unaudited)                                           1                6,821             6,822




The goodwill balance of US$6,821 million (2004: US$6,513 million) at the end of
the year includes US$602 million (2004: US$316 million) due to acquisition
activities.  The acquisition of an additional 39.8% in Birra Peroni SpA
minorities resulted in US$172 million goodwill while the acquisition of the
remaining 26.5% in Amalgamated Beverage Industries Ltd (ABI) resulted in US$419
million goodwill.  Other acquisitions within Africa and Europe added a further
US$11 million.



Goodwill arising from acquisitions is being amortised over 20 years, with the
exception of purchased goodwill in respect of ABI which the directors believe
has an indefinite life.  This is consistent with the treatment of goodwill that
arose on the acquisition of Suncrush, which was acquired on 8 June 1998. The
directors consider the goodwill to be supported by the existence of bottlers'
agreements with Coca-Cola (Southern Africa) (Proprietary) Ltd (CCSA).  ABI has
similar bottlers' agreements in respect of other regions within South Africa.
These bottlers' agreements, which are based on the Coca-Cola system, establish
performance obligations as to production, distribution and marketing
arrangements to maximise long-term growth in volume, cash flow and shareholder
value of the bottler company.  The Coca-Cola system came into being during 1899
and has had a consistent history of growth and success since that date.



The Suncrush agreements with CCSA were established in 1955 and have been in
place since then.  The current agreements are for a period of ten years, with an
extension of five years, expiring on 30 September 2007 and contain provisions
for renewal at no cost.  ABI has had similar agreements since 1976 and they have
always been renewed prior to expiry. In the view of the directors, the bottlers'
agreements reflect a long and ongoing relationship between the respective
managements of ABI and CCSA.



The directors have given due consideration to financial forecasts in respect of
the ABI business, the history of dealings of ABI with CCSA and the established
international practice of The Coca-Cola Company in relation to its bottlers'
agreements. In light of the above factors, the directors believe that the
Suncrush agreements will continue to be renewed at the end of their legal expiry
dates and the commercial value of the Coca-Cola product will be maintained.
Accordingly, the directors are of the view that the goodwill of US$761 million
(2004: US$335 million), as underpinned by the bottlers' agreements, currently
has an indefinite economic life.  The directors have performed a review for
impairment at 31 March 2005 and are of the opinion that no provision is
required.



The amount of cumulative goodwill in respect of purchased subsidiary and
associated undertakings which has been set off against shareholders' funds prior
to 31 March 1998 was US$209 million at 31 March 2005 (2004: US$187 million).




SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                                                   34





8. Provisions for liabilities and charges


                                                               Post-
                                              Demerged    retirement                           Deferred
                                              entities      benefits  Insurance        Other   taxation    Total
                                                  US$m          US$m       US$m         US$m       US$m     US$m
At 31 March 2003 (audited)                         20           485         35           60        143      743
Exchange adjustments                                4             7         -             3         25       39
Arising on the acquisition of subsidiary
    undertakings                                    -            18          -           10          -       28
Arising on the disposal of subsidiary
    undertakings                                    -             -          -           (2)         -       (2)
Hindsight adjustments                               -            31          -            8          -       39
Charged to profit and loss account                  -            93         67           51         (3)     208
Utilised in the year                               (2)         (103)       (72)         (21)         -     (198)
Transfer  from creditors / debtors                  -             2          -            6          1        9
Transfers between categories                        -             5          -           (5)         -        -
At 31 March 2004 (audited)                         22           538         30          110        166      866
Exchange adjustments                                -             3          -            2          8       13
Arising on the acquisition of subsidiary
    undertakings                                    -             -          -            1          -        1
Hindsight adjustments                               -             -          -            2          -        2
Charged/(credited) to profit and loss               -            63         67           47        (46)     131
account
Utilised in the year                               (1)         (121)       (65)         (20)         -     (207)
Transfer to creditors / debtors                     -            (4)         -             -        (6)     (10)
At 31 March 2005 (unaudited)                       21           479         32          142        122      796


Demerged entities



During the year ended 31 March 1998, the group recognised a provision of US$117
million for the disposal of certain demerged entities in relation to equity
injections which were not regarded as recoverable, as well as potential
liabilities arising on warranties and the sale agreements. During the year ended
31 March 2005, US$1 million of this provision was further utilised in regard to
costs associated with previously disposed of SAB Ltd's remaining retail
interests. The residual US$21 million relates mainly to the disposal of OK
Bazaars (1929) Ltd to Shoprite Holdings Ltd (Shoprite). As disclosed in previous
annual reports, a number of claims were made by Shoprite in relation to the
valuation of the net assets of OK Bazaars at the time of the sale and for
alleged breaches by SAB Ltd of warranties contained in the sale agreements.
These claims are being contested by SAB Ltd and have been submitted for dispute
resolution to independent accountants acting as experts and not as arbitrators.
In March 2000 an opinion was received from the experts but subsequent to that
year-end Shoprite have instituted action against the independent experts and
SABMiller indicating an intention to refute the expert opinion. While full
provision for all claims has already been made on the basis of prudence, the
actual outcome of the dispute cannot be estimated by the directors at this time.
The further information ordinarily required by Financial Reporting Standard 12 -
'Provisions, Contingent Liabilities and Contingent Assets' - has not been
disclosed on the grounds that it can be expected to seriously prejudice the
outcome of the dispute.



Post-retirement benefits



The provision for post-retirement benefits represents the provision for medical
benefits for employees and their dependants in South Africa, for post-retirement
medical and life insurance benefits for eligible employees and their dependants
in North America, and pension provisions for employees in North and Central
America, South Africa, Europe and Africa and Asia.  The principal assumptions on
which these provisions are based will be disclosed in the group's annual report.



Insurance



Insurance provisions of US$32 million (2004: US$30 million) represent amounts
provided in respect of claims made by employees for health insurance and
work-related accidents.  Management estimates that the provision will be
substantially utilised in the next one or two years.




SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                                                   35





8. Provisions for liabilities and charges (continued)



Other provisions



At 31 March 2005 the group retained US$142 million (2004: US$110 million) of
other provisions. The principal individual components of this amount are as
follows:



The group has recognised various provisions, totalling US$41 million at 31 March
2005 (2004: US$35 million), in relation to taxation exposures it believes may
arise. The provisions principally relate to corporate taxation in respect of a
number of group companies and are not individually significant. Any settlement
in respect of these amounts will occur as and when the assessments are finalised
with the respective tax authorities.



US$38 million (2004: US$32 million) of provisions in respect of outstanding
litigation within various operations have been retained, none of which are
expected to have adverse material consequences to the group.



Payroll related provisions of US$6 million (2004: US$6 million) include
provisions amounting to US$6 million (2004: US$Nil million) within South Africa
relating to employee long service awards.



Within Europe, the group has provided for restructuring costs totalling US$16
million relating to the Canary Islands. Management estimates that the provisions
will be substantially utilised within one year.



The group has provided for closure costs totalling US$7 million at 31 March 2005
(2004: US$4 million).  US$1 million (2004: US$Nil million) relates to office
closure costs (North America) and US$1 million (2004: US$2 million) relates to
the water plant closure costs in the Canary Islands (Europe).  The remaining
US$5 million (2004: US$Nil million) relates to brewery closure costs in Italy.
Management estimates that the provisions will be substantially utilised within
one year. In 2004 US$2 million related to the Tumwater brewery closure (North
America).



The group has made provision for certain contracts which are deemed to be
onerous amounting to US$17 million (2004: US$15 million).  The provisions are
expected to be utilised over the next five years, in line with the period of the
contracts.





9. Reconciliation of operating profit to net cash inflow from operating
activities


                                                                                          2005                2004
                                                                                     Unaudited             Audited
                                                                                          US$m                US$m
Operating profit                                                                        1,749                1,323
Depreciation:
tangible fixed assets                                                                     429                 387
containers                                                                                 82                  73
Container breakages and shrinkage                                                          51                  19
Amortisation of intangible assets                                                         351                 343
Dividends received from other investments                                                 (10)                 (9)
Loss on sale of fixed assets                                                               16                   3
Charge with respect to share options                                                       12                   6
North America restructuring and integration costs                                          (2)                  7
Brewery closure costs in Tumwater (North America)                                          (1)                 (4)
Brewery closure costs in Italy (Europe)                                                    30                   -
Restructuring provision in the Canary Islands (Europe)                                     16                   -
Impairment costs                                                                            8                   -
Asset impairment (North America)                                                            -                   5
Water plant closure costs in the Canary Islands (Europe)                                    -                   4
Deferred income                                                                            (3)                 (1)
Other non-cash movements                                                                   12                  29
Net cash inflow from operating activities before working capital
   movements (EBITDA)                                                                   2,740               2,185
Increase in stock                                                                         (24)                (47)
(Increase) /decrease in debtors                                                           (69)                 48
Increase in creditors                                                                     145                 106
Net cash inflow from operating activities                                               2,792               2,292





Operating cash flows include cash flows relating to exceptional items of US$4
million cash inflow in respect of proceeds on the Tumwater disposal, and a cash
outflow of US$5 million in respect of brewery closure costs in Italy.  In 2004,
operating cash flows included cash outflows relating to exceptional items of
US$6 million in respect of reorganisation costs in Central America and US$2
million in respect of water plant closure costs in Europe.  There were no cash
flows associated with the North America integration and restructuring costs, or
the reorganisation costs in Central America.


SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                                                   36





10. Analysis of net debt


                                                                     Finance   Finance
                       Cash at                  Funding   Funding     leases    leases             Liquid
                        bank &  Over-        due within due after due within due after            resour-      Net
                       in hand  draft  Total   one year  one year   one year  one year    Total       ces     debt
                          US$m   US$m   US$m       US$m      US$m       US$m      US$m     US$m      US$m     US$m
At 31 March 2003          559   (118)   441     (2,271)   (1,084)       (20)    
 (30)  (3,405)        2   (2,962)
(audited)
Cash flow                  58    (96)   (38)     2,030    (2,055)        22        (5)      (8)       16      (30)
Acquisitions                -      -      -         (1)      (95)         -         -      (96)       14      (82)
(excluding cash and
overdrafts)
Reclassifications           -      -      -          8         2          -         -       10        (1)       9
Exchange adjustments       34     (8)    26        (17)       (7)        (4)       (5)     (33)        -       (7)
Change in maturity          -      -      -       (116)      116        (22)       22        -         -        -
of net debt
Cash inflow from            -      -      -          -        56          -         -       56         -       56
interest rate hedges
Amortisation of bond        -      -      -          -        (9)         -         -       (9)        -       (9)
costs
At 31 March 2004          651   (222)   429       (367)   (3,076)       (24)    
 (18)  (3,485)       31   (3,025)
(audited)
Cash flow                (165)  (268)  (433)       278      (185)        26        (1)     118       658      343
Exchange adjustments      (32)   (24)   (56)       (18)      (29)        (1)        -      (48)        -     (104)
Change in maturity          -      -      -       (175)      175        (17)       17        -         -        -
of net debt
Reclassification            -      1      1          -         -         (1)        -       (1)        -        -
Amortisation of bond        -      -      -         (1)       (6)         -         -       (7)        -       (7)
costs
Conversion of debt          -      -      -          -       597          -         -      597         -      597
At 31 March 2005          454   (513)   (59)      (283)   (2,524)       (17)    
  (2)  (2,826)      689   (2,196)
(unaudited)



Note: Liquid resources comprise short-term deposits with banks, which mature
within 12 months of the date of inception, and amounts invested in short-dated
liquid instruments.





The group's net debt is denominated in the following currencies:
                                                                                 Denomination

                                                                                                   Other
                                                             US dollars      Rand       Euro  currencies    Total
                                                                   US$m      US$m       US$m        US$m     US$m
Gross borrowings (including overdrafts)                         (2,976)      (51)      (253)       (427)  (3,707)
Cash at bank and liquid resources                                  328       235         37          82      682
Net debt at 31 March 2004 (audited)                             (2,648)      184       (216)       (345)  (3,025)

Gross borrowings (including overdrafts)                         (2,293)     (230)      (285)       (531)  (3,339)
Cash at bank and liquid resources                                  883       146         38          76    1,143
Net debt at 31 March 2005 (unaudited)                           (1,410)      (84)      (247)       (455)  (2,196)



SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                                                   37





11. Acquisitions and disposals



Acquisitions



All of the assets and liabilities relating to acquisitions have been accounted
for on an acquisition basis.



For the year ended 31 March 2005:



Acquisitions for the year ended 31 March 2005, excluding the acquisition of
Birra Peroni SpA minorities and ABI minorities which is separately disclosed
below, had a net asset value of US$24 million and consideration of US$35
million, resulting in goodwill of US$11 million.  The fair values of the assets
and liabilities acquired, which are considered to be provisional as a number of
matters are still under consideration, were US$9 million above the book value.



In accordance with the group's accounting policy, the goodwill of US$11 million
arising on consolidation has been stated in the group's balance sheet as an
intangible asset.



The principal acquisitions made by SABMiller include the following:





ABI minority buyout



The outstanding 26.5% minorities in ABI Ltd were acquired in December 2004 at a
cost of US$593 million, excluding acquisition costs of US$4 million.  Goodwill
of US$419 million has been generated on this transaction, which is not being
amortised, consistent with the treatment of existing goodwill in relation to the
ABI business.





The fair values of the assets and liabilities acquired, which are considered to
be provisional as a number of matters are still under consideration, are as
follows:


                                                          Book               Fair value              Provisional
                                                         value              adjustments               fair value
                                                          US$m                     US$m                     US$m

Employee Share Option buyout costs                          -                      (11)                     (11)
Equity minority interests                                 189                        -                      189
Net assets acquired                                       189                      (11)                     178
Goodwill                                                                                                    419
Consideration - all cash                                                                                    597



In accordance with the group's accounting policy, the goodwill of US$419 million
arising on consolidation has been stated in the group's balance sheet as an
intangible asset.



Total consideration is comprised as follows:


                                                                                                             US$m
Cash acquisition costs                                                                                         4
Deferred consideration                                                                                        15
Cash purchase price                                                                                          578
Consideration per the above fair value table                                                                 597





Birra Peroni SpA minority buyout



A further 39.8% interest in Birra Peroni SpA was acquired in March 2005 at a
cost of US$205 million.  This has generated additional goodwill of US$172
million.



The fair values of the assets and liabilities acquired, which are considered to
be provisional as a number of matters are still under consideration, are as
follows:


                                                          Book               Fair value              Provisional
                                                         value              adjustments               fair value
                                                          US$m                     US$m                     US$m

Equity minority interests                                  33                        -                       33
Net assets acquired                                        33                        -                       33
Goodwill                                                                                                    172
Consideration - all cash                                                                                    205



In accordance with the group's accounting policy, the goodwill of US$172 million
arising on consolidation has been stated in the group's balance sheet as an
intangible asset.


SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                                                   38





11. Acquisitions and disposals (continued)



Reconciliation of cash consideration to cash paid per the cash flow statement




                                                                                                             US$m
Cash acquisition costs in relation to ABI minorities                                                         582
Cash acquisition costs in relation to Birra Peroni SpA  minorities                                           205
Miller cash received in relation to pension fund settlement                                                   (5)
Cash consideration for the rest of the group                                                                  35
                                                                                                             817

Purchase of subsidiary undertakings per cash flow statement                                                   24
Purchase of shares from minorities per cash flow statement                                                   793
                                                                                                             817





For the year ended 31 March 2004



Birra Peroni SpA



The acquisition of a 60% interest in Birra Peroni SpA (Peroni), the number two
brewer in Italy, with options to increase the holding in the future, was
completed on 4 June 2003, although control passed to SABMiller on 21 May 2003
when the SABMiller appointed directors assumed control of the business.
Consequently, the business was accounted for from 21 May 2003.  The acquisition
was funded in cash from existing resources.





The fair values of the assets and liabilities acquired were as follows:




                                                  Provisional                Hindsight                     Final
                                                   fair value              adjustments                fair value
                                                         US$m                     US$m                      US$m

Tangible fixed assets                                    214                       65   (1)                 279
Other fixed asset investments                             16                        -                        16
Stock                                                     67                        -                        67
Debtors                                                  192                        -                       192
Cash and cash equivalents                                 14                        -                        14
Creditors amounts falling due within one                (351)                       -                      (351)
year
Creditors amounts falling due after one                  (95)                       -                       (95)
year
Provisions for liabilities and charges                   (28)                      (2)  (2)                 (30)
                                                          29                       63                        92
Equity minority interest                                 (13)                     (25)  (3)                 (38)
Net assets acquired                                       16                       38                        54
Goodwill                                                 283                      (38)                      245
Consideration - all cash                                 299                        -                       299



In accordance with the group's accounting policy, the goodwill of US$245 million
arising on consolidation has been stated in the group's balance sheet as an
intangible asset.







The hindsight adjustments to align accounting policies and fair value
adjustments comprise the following:


                                                                                      US$m
Other adjustments
Tangible fixed assets (1)                                                              65
Provisions for liabilities and charges  (2)                                            (2)
Equity minority interests  (3)                                                        (25)
                                                                                       38





The principal hindsight adjustments may be explained as follows:

(1)     Revision of asset values based on independent valuation;

(2)     Adjustments to liabilities and accruals based on known costs;

(3)     Minority interests were adjusted to align minorities due to other fair
value adjustments.


SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                                                   39





12. Post-balance sheet events



In April 2005, the group's Chinese associate, CR Snow, announced that it had
entered into an agreement to acquire the assets of the Fuyang City Snowland
Brewery Company in Anhui province.



On 9 May 2005 the group announced that it had agreed to acquire the Slovakian
brewer, Topvar a.s. The group will acquire an initial stake of between 33% and
49%.  After six months, the group's interest will be increased to at least 67%,
with further shares being subject to put and call arrangements.  The transaction
is conditional upon Slovakian Anti-monopoly Office approval, a minimum level of
acceptances from the minority shareholders and the fulfilment of certain
technical requirements.










                                                     SUPPLEMENTARY
                                                      INFORMATION

                                                    Rand reporting
                                                 Half yearly reporting






SABMiller plc
CONSOLIDATED PROFIT AND LOSS ACCOUNTS
for the years ended 31 March                                                                                    41





                                                                                         2005               2004
                                                                                    Unaudited            Audited
                                                                                           Rm                 Rm

Turnover (including share of associates' turnover)                                    90,455             89,214
Less: share of associates' turnover                                                  (10,214)            (9,023)

Group turnover                                                                        80,241             80,191
Net operating costs                                                                  (69,360)           (70,854)

Group operating profit                                                                10,881              9,337

Share of operating profit of associates                                                1,526              1,329
Profit on disposal of investments                                                      2,205                  -
Share of associate's profit on disposal of fixed assets                                   70                  -
Profit on disposal of trademarks                                                           -                 95
Surplus pension fund of disposed operation                                                 -                328
Share of associate's profit on disposal of a CSD business and
brands in
   Morocco and a brand in Angola                                                           -                 50

Profit on ordinary activities before interest and taxation                            14,682             11,139

Net interest payable                                                                  (1,042)            (1,326)
Group                                                                                   (892)            (1,069)
Associates                                                                              (150)              (257)


Profit on ordinary activities before taxation                                         13,640              9,813
Taxation on profit on ordinary activities                                             (5,284)            (4,087)

Profit on ordinary activities after taxation                                           8,356              5,726
Equity minority interests                                                             (1,263)            (1,179)

Profit for the financial year                                                          7,093              4,547
Dividends                                                                             (2,941)            (2,524)
Retained profit for the financial year                                                 4,152              2,023

Basic earnings per share (SA cents)                                                    585.4              381.4
Headline earnings per share (SA cents)                                                 606.6              541.5
Adjusted basic earnings per share (SA cents)                                           641.8              547.6
Diluted earnings per share (SA cents)                                                  566.6              373.9
Adjusted diluted earnings per share (SA cents)                                         620.8              530.6
Dividends per share (SA cents)                                                         236.4              211.7






SABMiller plc
CONSOLIDATED BALANCE SHEETS
at 31 March                                                                                                     42




                                                                                        2005                 2004
                                                                                   Unaudited              Audited
                                                                                          Rm                   Rm

Fixed assets
Intangible assets                                                                    42,670               41,616
Tangible assets                                                                      26,036               24,013
Investments                                                                           8,154                7,749
Investments in associates                                                             6,982                5,930
Other fixed asset investments                                                         1,172                1,819

                                                                                     76,860               73,378
Current assets
Stock                                                                                 3,964                3,831
Debtors                                                                               7,281                6,613
Investments                                                                           4,310                  199
Cash at bank and in hand                                                              2,840                4,158
                                                                                     18,395               14,801

Creditors - amounts falling due within one year                                     (22,207)             (17,784)
Interest bearing debt                                                                (5,083)              (3,916)
Other                                                                               (17,124)             (13,868)


Net current liabilities                                                              (3,812)              (2,983)

Total assets less current liabilities                                                73,048               70,395

Creditors - amounts falling due after one year                                      (16,132)             (20,234)
Interest bearing debt*                                                              (15,801)             (19,773)
Other                                                                                  (331)                (461)

Provisions for liabilities and charges                                               (4,980)              (5,534)
Net assets                                                                           51,936               44,627

Shareholders' funds                                                                  47,946               39,395
Equity minority interests                                                             3,990                5,232
Capital employed                                                                     51,936               44,627





* 2004 included R3,796 million 4.25% guaranteed convertible bonds.






SABMiller plc
CONSOLIDATED CASH FLOW STATEMENTS
for the years ended 31 March                                                                                    43




                                                                                         2005               2004
                                                                                    Unaudited            Audited
                                                                                           Rm                 Rm

Net cash inflow from operating activities                                             17,367             16,173

Dividends received from associates                                                       292                176

Returns on investments and servicing of finance
Interest received                                                                        584                377
Interest paid                                                                         (1,421)            (1,525)
Interest element of finance lease rental payments                                        (13)               (19)
Dividends received from other investments                                                 63                 61
Dividends paid to minority interests                                                  (1,066)            (1,089)
Net cash outflow from returns on investments and servicing of                         (1,853)            (2,195)
finance

Taxation paid                                                                         (3,882)            (3,219)

Capital expenditure and financial investments
Purchase of tangible fixed assets                                                     (4,779)            (4,063)
Sale of tangible fixed assets                                                            188                186
Purchase of investments                                                                 (120)            (1,530)
Sale of investments                                                                    2,955                 43
Net cash outflow for capital expenditure and financial                                (1,756)            (5,364)
investments

Acquisitions and disposals
Purchase of subsidiary undertakings                                                     (146)            (2,387)
Net cash / (overdraft) acquired with subsidiary undertakings                               5             (1,130)
Net cash disposed with subsidiary undertakings                                             -                 (2)
Purchase of shares from minorities                                                    (4,935)              (140)
Purchase of shares in associates                                                         (84)              (405)
Net funding (to) / from associates                                                      (421)                10
Proceeds of pension fund surplus from previously disposed                                  -                328
operation
Proceeds from disposal of trademarks                                                       -                 95
Net cash outflow for acquisitions and disposals                                       (5,581)            (3,631)

Equity dividends paid to shareholders                                                 (2,564)            (2,178)

Management of liquid resources
Sale / (purchase) of short-term liquid instruments                                        19               (112)
Cash placed in short-term deposits                                                    (4,109)                 -
Net cash outflow from management of liquid resources                                  (4,090)              (112)

Financing
Issue of shares                                                                          234                 69
Issue of shares to minorities                                                              5                 31
Net purchase of own shares for share trusts                                             (127)               (71)
New loans raised                                                                       3,358             23,883
Repayment of loans                                                                    (4,094)           (23,828)
Net cash (outflow) / inflow from financing                                              (624)                84
Decrease  in cash in the year                                                         (2,691)              (266)




SABMiller plc
SECOND SIX MONTHS CONSOLIDATED PROFIT AND LOSS ACCOUNTS
for the period ended 31 March                                                                                44




                                                                                         2005               2004
                                                                                    Unaudited          Unaudited
                                                                                         US$m               US$m

Turnover (including share of associates' turnover)                                     7,365              6,416
Less: share of associates' turnover                                                     (907)              (694)

Group turnover                                                                         6,458              5,722
Net operating costs                                                                   (5,527)            (5,011)

Group operating profit                                                                   931                711

Share of operating profit of associates                                                  123                106
Profit on disposal of investments                                                         20                  -
Surplus on pension fund of disposed operation                                              -                  2
Share of associate's profit on disposal of a CSD business and brands in
   Morocco and a brand in Angola                                                           -                  7

Profit on ordinary activities before interest and taxation                             1,074                826

Net interest payable                                                                     (76)              (100)
Group                                                                                    (65)               (81)
Associates                                                                               (11)               (19)


Profit on ordinary activities before taxation                                            998                726
Taxation on profit on ordinary activities                                               (453)              (308)

Profit on ordinary activities after taxation                                             545                418
Equity minority interests                                                               (103)               (81)
Profit for the financial period                                                          442                337






SABMiller plc
SECOND SIX MONTHS CONSOLIDATED CASH FLOW STATEMENTS
for the period ended 31 March                                                                                45




                                                                                         2005               2004
                                                                                    Unaudited          Unaudited
                                                                                         US$m               US$m

Net cash inflow from operating activities                                              1,530              1,204

Dividends received from associates                                                        26                 14

Returns on investments and servicing of finance
Interest received                                                                         49                 33
Interest paid                                                                           (114)              (144)
Interest element of finance lease rental payments                                         (1)                (2)
Dividends received from other investments                                                  -                  6
Dividends paid to minority interests                                                     (96)               (69)
Net cash outflow from returns on investments and servicing of finance                   (162)              (176)

Taxation paid                                                                           (353)              (212)

Capital expenditure and financial investments
Purchase of tangible fixed assets                                                       (430)              (318)
Sale of tangible fixed assets                                                             18                 13
Purchase of investments                                                                  (14)              (213)
Sale of investments                                                                       12                  -
Net cash outflow for capital expenditure and financial investments                      (414)              (518)

Acquisitions and disposals
Purchase of subsidiary undertakings                                                        1                 (7)
Net overdraft acquired with subsidiary undertakings                                        -                (62)
Sale of subsidiary undertakings                                                            -                (30)
Net cash disposed with subsidiary undertakings                                             -                  8
Purchase of shares from minorities                                                      (793)                (4)
Purchase of shares in associates                                                          (5)                 -
Net funding to associates                                                                 (9)                 -
Sale of shares in associates                                                               -                189
Proceeds of pension fund surplus from previously disposed operation                        -                  2
Net cash (outflow) / inflow for acquisitions and disposals                              (806)                96

Equity dividends paid to shareholders                                                   (143)               (90)

Management of liquid resources
Purchase of short-term liquid instruments                                                 (2)               (16)
Cash (placed in) / withdrawn from short-term deposits                                   (308)                15
Net cash outflow from management of liquid resources                                    (310)                (1)

Financing
Issue of shares                                                                           19                  9
Issue of shares to minorities                                                              -                  2
Net purchase of own shares for share trusts                                              (16)               (10)
New loans raised                                                                          13                674
Repayment of loans                                                                       (79)              (909)
Net cash outflow from financing                                                          (63)              (234)
(Decrease) / increase in cash in the period                                             (695)                83






SABMiller plc
FORWARD-LOOKING STATEMENTS                                                                                     46





This document does not constitute an offer to sell or issue or the solicitation
of an offer to buy or acquire ordinary shares in the capital of SABMiller plc
(the "Company") in any jurisdiction or an inducement to enter into investment
activity.



This document includes 'forward-looking statements'.  These statements contain
the words "anticipate", "believe", "intend", "estimate", "expect" and words of
similar meaning.  All statements other than statements of historical facts
included in this document, including, without limitation, those regarding the
Company's financial position, business strategy, plans and objectives of
management for future operations (including development plans and objectives
relating to the Company's products and services) are forward-looking statements.
Such forward-looking statements involve known and unknown risks, uncertainties
and other important factors that could cause the actual results, performance or
achievements of the Company to be materially different from future results,
performance or achievements expressed or implied by such forward-looking
statements.  Such forward-looking statements are based on numerous assumptions
regarding the Company's present and future business strategies and the
environment in which the Company will operate in the future.  These
forward-looking statements speak only as at the date of this document.  The
Company expressly disclaims any obligation or undertaking to disseminate any
updates or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statement is
based.



Any information contained in this document on the price at which the Company's
securities have been bought or sold in the past, or on the yield on such
securities, should not be relied upon as a guide to future performance.






SABMiller plc
ADMINISTRATION                                                                                                  47

                                 SABMiller plc
                           (Registration No. 3528416)

                               Company Secretary
                                A O C Tonkinson

                               Registered Office
                            Dukes Court, Duke Street
                                     Woking
                                Surrey, England
                                    GU21 5BH
                           Telefax   +44 1483 264103
                           Telephone +44 1483 264000

                                  Head Office
                               One Stanhope Gate
                                London, England
                                    W1K 1AF
                           Telefax   +44 20 7659 0111
                           Telephone +44 20 7659 0100

                                Internet address
                            http://www.sabmiller.com

                               Investor Relations
                        investor.relations@sabmiller.com
                           Telephone +44 20 7659 0100

                               Independent Auditors
                           PricewaterhouseCoopers LLP
                               1 Embankment Place
                                London, England
                                    WC2N 6RH

                            Telefax +44 20 7822 4652
                           Telephone +44 20 7583 5000

                           Registrar (United Kingdom)
                               Capita Registrars
                                  The Registry
                               34 Beckenham Road
                                   Beckenham
                                 Kent, England
                                    BR3 4TU

                            Telefax +44 20 8658 3430
                    Telephone +44 20 8639 2157 (outside UK)
                       Telephone 0870 162 3100 (from UK)

                            Registrar (South Africa)
               Computershare Investor Services 2004 (Pty) Limited
                        70 Marshall Street, Johannesburg

                                  PO Box 61051
                               Marshalltown 2107
                                  South Africa
                           Telefax   +27 11 370 5487
                           Telephone +27 11 370 5000

                          United States ADR Depositary
                              The Bank of New York
                                 ADR Department
                               101 Barclay Street
                               New York, NY 10286
                            United States of America
                            Telefax +1 212 815 3050
                           Telephone +1 212 815 2051

                       Internet: http:// www.bankofny.com
                 Toll free +1 888 269 2377 (USA & Canada only)


                      This information is provided by RNS
            The company news service from the London Stock Exchange
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