Notes to the consolidated financial statementscontinued25. Share capital continuedRights and restrictions relating to share capitalConvertible participating sharesAltria is entitled to require the company to convert its ordinary shares into convertible participating shares so as to ensure that Altria’svoting shareholding, if Altria so chooses, does not exceed 24.99% of the total voting shareholding.If such an event occurs, the convertible participating shares will rank pari passu with the ordinary shares and the non-voting convertibleshares in all respects and no action shall be taken by the company in relation to ordinary shares unless the same action is taken inrespect of the convertible participating shares and the non-voting convertible shares. On distribution of the profits (whether by cashdividend, dividend in specie, scrip dividend, capitalisation issue or otherwise), the convertible participating shares will rank pari passuwith the ordinary shares and the non-voting convertible shares. On a return of capital (whether winding-up or otherwise), the convertibleparticipating shares will rank pari passu with the ordinary shares and the non-voting convertible shares.Altria shall be entitled to vote its convertible participating shares at general meetings of the company on a poll on the basis of one-tenthof a vote for every convertible participating share on all resolutions other than a resolution:(i) proposed by any person other than Altria, to wind-up the company;(ii) proposed by any person other than Altria, to appoint an administrator or to approve any arrangement with the company’s creditors;(iii) proposed by the board, to sell all or substantially all of the undertaking of the company; or(iv) proposed by any person other than Altria, to alter any of the class rights attaching to the convertible participating shares or toapprove the creation of any new class of shares, in which case Altria shall be entitled on a poll to vote on the resolution on the basisof one vote for each convertible participating share, but, for the purposes of any resolution other than a resolution mentioned above,the convertible participating shares shall be treated as being of the same class as the ordinary shares and no separate meeting orresolution of the holders of the convertible participating shares shall be required to be convened or passed.Upon a transfer of convertible participating shares by Altria other than to an affiliate, such convertible participating shares shall convertinto ordinary shares.Altria shall be entitled to require the company to convert its convertible participating shares into ordinary shares if:(i) a third party has made a takeover offer for the company and (if such offer becomes or is declared unconditional in all respects)it would result in the voting shareholding of the third party being more than 30% of the total voting shareholding; and(ii) Altria has communicated to the company in writing its intention not itself to make an offer competing with such third party offer,provided that the conversion date shall be no earlier than the date on which the third party’s offer becomes or is declaredunconditional in all respects.Altria shall be entitled to require the company to convert its convertible participating shares into ordinary shares if the votingshareholding of a third party should be more than 24.99%, provided that:(i) the number of ordinary shares held by Altria following such conversion shall be limited to one ordinary share more than the numberof ordinary shares held by the third party; and(ii) such conversion shall at no time result in Altria’s voting shareholding being equal to or greater than the voting shareholding whichwould require Altria to make a mandatory offer in terms of rule 9 of the City Code.If Altria wishes to acquire additional ordinary shares (other than pursuant to a pre-emptive issue of new ordinary shares or with theprior approval of the board), Altria shall first convert into ordinary shares the lesser of:(i) such number of convertible participating shares as would result in Altria’s voting shareholding being such percentage as would, inthe event of Altria subsequently acquiring one additional ordinary share, require Altria to make a mandatory offer in terms of rule 9of the City Code; and(ii) all of its remaining convertible participating shares.The company shall use its best endeavours to procure that the ordinary shares arising on conversion of the convertible participatingshares and the non-voting convertible shares are admitted to the Official List and to trading on the London Stock Exchange’s market forlisted securities, admitted to listing and trading on the JSE Securities Exchange South Africa, and admitted to listing and trading on anyother stock exchange upon which the ordinary shares are from time to time listed and traded, but no admission to listing or trading shallbe sought for the convertible participating shares or the non-voting convertible shares whilst they remain convertible participating sharesor non-voting convertible shares (as the case may be).Non-voting convertible sharesSafari Limited (Safari) holds non-voting convertible shares of 10 US cents each. Safari shall not be entitled to vote its non-votingconvertible shares on any resolution other than a resolution to alter any of the class rights attaching to the non-voting convertibleshares, in which case Safari shall be entitled to vote on the resolution on the basis of one vote for each non-voting convertible share.The non-voting convertible shares rank pari passu with the ordinary shares and the convertible participating shares in all respects andno action shall be taken by the company in relation to ordinary shares unless the same action is taken in respect of the non-votingconvertible shares and the convertible participating shares. On distribution of the profits (whether by cash dividend, dividend in specie,scrip dividend, capitalisation issue or otherwise), the non-voting convertible shares rank pari passu with the ordinary shares and theconvertible participating shares. On a return of capital (whether winding-up or otherwise), the non-voting convertible shares each rankpari passu with the ordinary shares and the convertible participating shares.The non-voting convertible shares are convertible into ordinary shares on a transfer to a third party unconnected with <strong>SABMiller</strong>,or Altria or any of their affiliates or any person deemed to be acting in concert with <strong>SABMiller</strong> or Altria.108 Notes to the consolidated financial statements<strong>SABMiller</strong> plc <strong>Annual</strong> <strong>Report</strong> 2008
25. Share capital continuedDeferred sharesThe deferred shares do not carry any voting rights and do not entitle holders thereof to receive any dividends or other distributions.In the event of a winding up deferred shareholders would receive no more than the nominal value. Deferred shares represent the onlynon-equity share capital of the group.Ordinary sharesThe holders of ordinary shares are entitled to receive the company’s report and accounts, attend, speak and vote at general meetingsand appoint proxies to exercise voting rights. Holders of ordinary shares may also receive a dividend (subject to the provisions of thecompany’s articles of association) and on winding up of the company may share in the assets of the company.Share-based paymentsThe group operates various equity- and cash-settled share option schemes for certain employees. The awards outstanding can besummarised as follows:Number of Number ofOrdinary Ordinaryshares sharesScheme 2008 2007Equity-settled plansMirror Executive Share Purchase Scheme (South Africa) (a) 12,489,849 11,772,323Executive Share Option Scheme (Approved Scheme and (No 2) Scheme) (b) 10,389,796 9,688,432Performance Share Award Scheme (c) 2,266,535 1,586,484International Performance Share Award Sub-Scheme (d) 2,941,808 2,147,892International Employee Share Scheme (e) 4,096,202 3,379,216International Employee Stock Appreciation Rights Scheme (f)* 7,007,391 –Total equity-settled plans 39,191,581 28,574,347Cash-settled plansInternational Employee Stock Appreciation Rights Scheme (f)* – 6,303,066Total cash-settled plans – 6,303,066Total of share option schemes 39,191,581 34,877,413* During the year this scheme was modified such that any outstanding awards are now equity-settled rather than cash-settled.Further details relating to all of the equity-settled and cash-settled share option schemes can be found in the Remuneration reportin the section entitled ‘Long-term incentive plans’ on page 51.a) Mirror Executive Share Purchase Scheme (South Africa)As at 31 March 2008 the following options were outstanding under the <strong>SABMiller</strong> plc Mirror Executive Share Purchase Scheme(South Africa):2008 2007 ExerciseExercise periodOrdinary Ordinary priceDate of grant shares shares (R) Earliest date Latest date19 January 1998 – 70,000 48.62 19.01.2003 19.01.200814 September 1998 – 50,000 32.84 14.09.2003 14.09.200811 November 1998 60,000 95,000 46.40 11.11.2003 11.11.200827 May 1999 40,500 56,000 50.90 27.05.2004 27.05.200925 November 1999 26,000 32,500 56.50 25.11.2004 25.11.20092 June 2000 228,200 323,700 43.09 02.06.2005 02.06.20101 December 2000 169,950 227,500 45.97 01.12.2005 01.12.20101 June 2001 98,500 127,500 59.15 01.06.2006 01.06.201130 November 2001 441,400 645,000 67.05 30.11.2006 30.11.201131 May 2002 115,700 361,300 80.05 31.05.2007 31.05.201222 November 2002 937,600 1,505,000 67.17 22.11.2007 22.11.201223 May 2003 695,432 876,164 53.30 23.05.2008 23.05.201321 November 2003 850,500 899,000 62.55 21.11.2008 21.11.201321 May 2004 713,500 743,500 78.30 21.05.2009 21.05.201419 November 2004 917,000 987,000 96.25 19.11.2009 19.11.201418 February 2005 50,000 50,000 93.25 18.02.2010 18.02.201520 May 2005 855,157 1,011,299 96.95 20.05.2010 20.05.20159 September 2005 245,000 245,000 117.07 09.09.2010 09.09.201511 November 2005 960,000 1,053,000 124.34 11.11.2010 11.11.201519 May 2006 1,222,360 1,409,360 129.18 19.05.2009 19.05.201610 November 2006 932,500 1,004,500 149.26 10.11.2009 10.11.201618 May 2007 985,150 – 161.85 18.05.2010 18.05.20172 August 2007 37,500 – 178.56 02.08.2010 02.08.201716 November 2007 1,907,900 – 181.88 16.11.2010 16.11.2017Total 12,489,849 11,772,323Overview Operating and financial review Governance Financial statements Shareholder informationNotes to the consolidated financial statements 109<strong>SABMiller</strong> plc <strong>Annual</strong> <strong>Report</strong> 2008
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