SUN INTERBREW PLC

Corporate Governance Charter DATED APRIL 2011

1GENERAL OVERVIEW OF THE COMPANY'S GOVERNANCE STRUCTURE

1.1The Company

Sun Interbrew PLC (the "Company") is a Cyprus public companylimited by shares the shares/GDRs of which are listed on the Luxembourg Stock Exchange and its GDRs are admitted to trading on the over-the-counter markets (“Freiverkehr”) of the Berlin Stock Exchange, Stuttgart Stock Exchange and Frankfurt Stock Exchange.

1.2The Company's corporate governance framework

Corporate governance within the Company is based on the Luxembourg ten principles of corporate governance of the Luxembourg Stock Exchange (the "Ten Principles of Corporate Governance") in their amended and supplemented version of October 2009.

The Company's corporate governance rules are set out in the Company's articles of association (the "Articles"), this present corporate governance charter (the "Corporate Governance Charter") and the chapter on corporate governance in the Company's annual report (the "Corporate Governance Chapter").

This Corporate Governance Charter aims to describe the main aspects of the Company's corporate governance policy.

2SHARE CAPITAL AND SHAREHOLDING STRUCTURE

2.1Share capital

The authorised share capital of the Company is comprised of 125,278,614 Class A (non-voting) shares and 30,000,000 Class B (voting) shares with nominal par value of one pence each. The issued share capital is comprised of 88,832,710 Class A shares and 27,796,220 Class B shares with a nominal value of one pence each. All shares on issue are fully paid.Neitherthe Class A shares nor the Class B shares have any right of conversion or redemption. The special rights, restrictions and provisions applicable to the Class A and Class B shares are as follows:

  • The dividends on the Class A shares in any year shall be paid in an amount not less than and in equal priority to the dividend payable to the holders of Class B shares.
  • On winding up of the Company, the surplus assets available for distribution after repayment of the nominal amount paid up on the shares in the Company shall be distributed proportionately amongst the shareholders (the holders of the Class A shares and the holders of Class B shares) according to their respective holdings of shares in the Company.
  • The holders of the Class A shares have a right to receive notice of and to attend any shareholder meeting of the Company, but do not have a right to speak or vote at shareholders’ meetings, other than at class meetings of the holders of Class A shares. The holders of Class B shares are entitled to speak and vote at any general meeting of the Company’s shareholders, as well as at class meetings of the holders of Class B shares.
  • Shareholding structure

The Company's share ownership is disclosed in the Company’s Annual Report and on the Company’s website

The Company is part of the Anheuser-Busch InBev group, which is the leading global brewer and one of the world's top five consumer products group. Anheuser-Busch InBev effectively holds, directly and indirectly, more than 99.5% of the Company.

3GENERAL MEETINGS OF SHAREHOLDERS

Any regularly constituted general meeting of shareholders of the Company represents the entire body of shareholders and has the powers conferred upon it by Cypruslaw and the Company’s Articles. Shareholders' rights to decide on the business of the Company are exercised at the annual general meeting or, whenever deemed necessary, at extraordinary general meetings of shareholders.

The holders of Class A shares do not have right to vote in shareholders’ general meetings, except as noted abovefor separate class A meetings (in which case the holders of Class A GDRs are entitled to provide their depository with voting instructions with a view to vote at any such class meeting).

The holders of Class B shares are entitled to vote at any general meetings of the shareholders of the Companyand separate class B meetings (holders of Class B GDRs are entitled to provide their depository with voting instructions with a view to vote at any meeting).

A shareholder may appoint in writing another person as its proxy, such person not required to be a shareholder.The holders of Company Class B shares are entitled at each meeting of the shareholders to one vote for every Class B share. Resolutions by the meeting of shareholders shall be adopted with the quorum and majority vote requirements imposed by law.

4DIRECTORS

4.1Composition and Nomination of the directors

The Company is administered by the directors .

Thenumber of directors shall at least be two and not more than fifteen. Directors are appointed either by the general meeting of shareholders or by the board of directors.

Directors may, subject to the provisions of Cyprus law on special notice, be removed at any time with or without cause by a resolution of the shareholders’ meeting.

4.2Competences of the directors

The business of the Company shall be managed by the directors, who may pay all expenses incurred in promoting and registering the Company, and may exercise all such powers of the Company as are not, by Cyprus law or by the Articles, required to be exercised by the Company in general meeting. The directors provide effective support for and control of the activities of the executive management of the Company.

4.3Functioning of the directors

The directors may meet together for the dispatch of business, adjourn, and otherwise regulate their meetings, as they think fit. Any director may act at any meeting of the directors by appointing any person as an alternate director to attend and vote in his place. A quorum of the meeting of the directorsmay be fixed by the directors, and unless so fixed at any other number shall be four.Decisions are taken by the affirmative votes of a majority of the votes cast.

4.4Conflicts of Interest

The rules governing the handling of conflict of interests are set out in the Articles (see Clauses 81 and 87 to 90).

4.5Chairmanship

The directors may from time to time elect from their number and remove a chairman and/or deputy chairman and/or vice-chairman and determine the period for which they are to hold office.

The chairman,or in his absence the deputy chairman, or in his absence, the vice-chairman, shall preside at all meetings of the directors, but if no such chairman, deputy chairman or vice-chairman is elected, or if at any meeting the chairman, the deputy chairman or the vice-chairman are not present within five minutes after the time appointed for holding the same, the directors present may choose one of their number to be chairman of the meeting..

4.6Existence and nature of the risk management system in place

The directors have overall responsibility for the Company's internal control systems and for monitoring their effectiveness. The Company’s senior management (including among others the Chief Executive Officer, Chief Financial Officer and Chief Legal Officer) are responsible for the implementation and maintenance of the internal control systems which are subject to periodic review. The directors monitor the ongoing process by which critical risks to the business are identified, evaluated and managed. Management is responsible for reviewing and monitoring the financial risks to the Company and for considering the risks in the Company’s businesses. Similarly, management also monitors risks associated with information technology, human resource management and regulatory compliance.

4.7Evaluation of the directors

The board of the directors intends, going forward, to regularly carry out an evaluation of its performance and its relationship with the Senior Management of the Company.

5COMMITTEES OF THE DIRECTORS

5.1General rules

The directors have power to delegate any of their powers to committees consisting of such directors or other persons as they think fit.

In order to carry out their work more effectively the directors intend, going forward, to appoint a nomination and remuneration committee (the "Nomination and Remuneration Committee")and an audit committee (the "Audit Committee").

These committees will handle business within their respective areas and present recommendations and reports on which the board of directos may base its decisions and actions. All members of the board of directors have the same responsibility for all decisions taken irrespective of whether the issue in question has been reviewed by such a committee or not.

The expected internal regulations of each committee are laid down hereunder. A quorumshall be three committee members present or represented by alternate committee members. All decisions by the committees require a simple majority of votes cast. In case of an equality of vote, the Chairman of the committee shall not have a casting vote.

Each committee regularly evaluates its own composition, organisation and effectiveness as a collective body and makes recommendations to the directors for any necessary adjustments in its internal regulations and, where necessary, take appropriate steps to improve its performance.

The committees of the directors should perform their tasks within the framework of the regulations that they have been given and ensure that they report regularly on their activity and on the results of their work to the directors.

Each committee of the directors may seek expert assistance in obtaining the necessary information for the proper fulfilment of their duties. The Company should provide each committee with the financial resources it needs for this purpose.

5.2Regulations for the Nomination and Remuneration Committee

5.2.1Role

The Responsibility of the Nomination and Remuneration Committee includes issues regarding appointment and remuneration of directors and appointment and salaries, pension plans, bonus programmes and other employments terms of the CEO, CFO, CLO and other senior management. The Nomination and Remuneration Committee shall in particular:

  • submitproposalstothedirectorsregardingtheappointment and remunerationofdirectors and Senior Management and ensure that its proposals are in accordancewith the remuneration policy adopted by the Company;
  • discuss with the CEO the performance of the other members of Senior Management at least once a year basedon evaluation criteria clearly defined. The CEO shouldnot be present at the discussion of his own evaluation;
  • ensurethattheremunerationofnon-executivedirectorsisproportionaltotheirresponsibilitiesandthetimedevotedtotheirfunctions;
  • assist the directors in the selection of directors. It considers all proposals submitted by the shareholders, the directors or the Senior Management commending suitable candidates to the directors and assisting the directors in making for every position to be filled an evaluation of the existing and required skills, knowledge and experience. On the basis of this evaluation the Nomination and Remuneration Committee will assist the directors in drawing up a description of the role together with the skills, knowledge and experience required.
  • Composition

The Nomination and Remuneration Committee is composed exclusively of 4 non-executive directors of which 2 are independent.

5.2.3Working rules

The Nomination and Remuneration Committee should meet as often as it considers necessary, but at least once a year.After each meeting of the Nomination and Remuneration Committee, its chairman should make a report to the directors.The chairman of the Nomination and Remuneration Committee ensures that minutes of meetings are prepared.

5.3Regulations for the Audit Committee

5.3.1Role

The Audit Committee assists the directors in the selection of the independent auditor to be proposed for appointment to the shareholders vote. The Audit Committee assumes also the function of prime entry point of the auditor to the Company on any audit aspects of the financialsand of the internal control and risk evaluation procedures. The Audit Committee assists the directors on specific risks analysis and descriptions as well as on risk control systems to be implemented.

5.3.2Composition

The Audit Committee is composed exclusively of 4 non-executive directors of which 2 are independent.

5.3.3Working rules

The Audit Committee should meet as often as it considers necessary. After each meeting of the Audit Committee, its chairman should report to the directors of the Company. The chairman of the Audit Committee ensures that minutes of meetings are prepared.

6SENIOR MANAGEMENT

6.1Composition

The directors have delegated the daily management of the Company to the CEO who is assisted by a CFO and a CLO.

6.2Evaluation

The performance of the CEO, CFO and CLO is examined and evaluated on a yearly basis by the board of directors in accordance with the procedures it has established.

7REMUNERATION POLICY FOR DIRECTORS AND SENIOR MANAGERS

7.1Remuneration policy of the Company

The total amount of remuneration granted directly or indirectly by the Company to the directors and to the CEO, CFO and CLO is fully described in the Notes to the consolidated financial statements of the Company as disclosed in its Annual Report.

Compensation of senior management is determined by the directorsafter consultationof the Remuneration Committee. The members of the board of directors receive directors’ fees. The directors’ fees are determined by the Annual General Meeting of shareholders upon a recommendation from the Nomination and Remuneration Committee.

7.2Variable and non-variable components of the remuneration and links betweenremuneration and performance are reviewed by the Nomination and Remuneration Committee. The variable element of remuneration for the Senior Management is determined by directors.Performance plans are based on success criteria which are agreed by the directors. The plans are reviewed during the year; the remuneration is based on the success of these performance criteria.

8MEASURES TAKEN TO COMPLY WITH THE LUXEMBOURG LAW OF 9 MAY 2006 ON MARKET ABUSES/INSIDER DEALING

8.1Insider Trading Policy

E.U. Market Abuse Directive 2003/6/EC has been implemented into Luxembourg law by the law of 9 May 2006 (the "Luxembourg Market Abuse Act") which prohibits trading in the securities of a company on the basis of non-public information relating to the Company. Any person violating this Act is subject to personal liability and could face criminal sanctions. The Company and its subsidiaries take seriously their obligations to prevent insider trading violations. The Company has established and adopted a detailed insider trading policy (the "Insider Trading Policy") which contains restrictions on dealings by Directors, Senior Management, certain key employees of the Company and some of their relatives and determines black-out periods. The persons dealing in Company shares/GDRsare subject to dealing restrictions which must be complied with.

8.2Insiders List

The Company has drawn up a list of insiders which is regularly updated in compliance with article 16 of the Luxembourg Market Abuse Act and has notified the concerned persons of their registration on such list.

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