British American Tobacco p l c : EMTN Agency Agreement (755 kb)

About this update from British American Tobacco P.l.c.

AMENDED AND RESTATED AGENCY AGREEMENT 18 MARCH 2026 B.A.T. INTERNATIONAL FINANCE p.l.c. as Issuer in respect of Senior Notes only B.A.T CAPITAL CORPORATION as Issuer in respect of Senior Notes only B.A.T. NETHERLANDS FINANCE B.V. as Issuer in respect of Senior Notes only BRITISH AMERICAN TOBACCO p.l.c. as Issuer in respect of Subordinated Notes only and BRITISH AMERICAN TOBACCO p.l.c. and others as Guarantors in respect of Senior Notes only and CITIBANK, N.A., LONDON BRANCH as Agent and CITIBANK EUROPE PLC as a Paying Agent and THE LAW DEBENTURE TRUST CORPORATION p.l.c. as Trustee Allen Overy Shearman Sterling LLP 0015437-0011457 UKEU_AOSHEARMAN: 8011399305.6 CONTENTS Clause Page Definitions and Interpretation 2 Appointment of Agent and Paying Agents 3 Issue of Global Notes 5 Issue of Definitive Notes 6 Terms of Issue 6 Exchanges 7 Payments 8 Determinations and Notifications in respect of Notes and Interest Determination 10 Notice of any Withholding or Deduction 12 Duties of the Paying Agents in connection with Early Redemption 12 Receipt and Publication of Notices 13 Cancellation of Notes, Coupons and Talons 13 Issue of Replacement Notes, Coupons and Talons 14 Copies of Documents Available for Inspection 15 Commissions and Expenses 15 Indemnity 16 Repayment by the Agent 16 Conditions of Appointment 17 Communication between the Parties 18 Changes in Paying Agents 18 Merger and Consolidation 20 Notification of Changes to the Paying Agents 20 Change of Specified Office 20 Communications 21 Taxes and Stamp Duties 21 Contracts (Rights of Third Parties) Act 1999 21 Recognition of Bail-in Powers 21 Amendments 22 Waiver of trial by jury 22 Entire Agreement 22 Descriptive Headings 23 Governing Law and Submission to Jurisdiction 23 General 24 Schedule Form of Calculation Agency Agreement 25 Form of Put Notice 36 Additional Duties of the Agent 38 Signatories 39 AGENCY AGREEMENT (Amended and Restated) in respect of a £25,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME THIS AGREEMENT is made on 18 March 2026 BETWEEN : B.A.T. INTERNATIONAL FINANCE p.l.c. (a public limited liability company with company number 1060930) whose registered office is at Globe House, 4 Temple Place, London WC2R 2PG, United Kingdom ( BATIF ); B.A.T CAPITAL CORPORATION (a Delaware corporation) whose registered office is 103 Foulk Road, Suite 120, Wilmington, Delaware 19803, United States of America ( BATCAP ); B.A.T. NETHERLANDS FINANCE B.V. (a private company with limited liability incorporated under the laws of The Netherlands and registered with the Trade Register of the Chamber of Commerce in Amsterdam under number 60533536) whose registered office is at Handelsweg 53A, 1181 ZA Amstelveen, The Netherlands ( BATNF ); BRITISH AMERICAN TOBACCO p.l.c. (a public limited liability company with company number 3407696) whose registered office is at Globe House, 4 Temple Place, London WC2R 2PG, United Kingdom ( British American Tobacco in its capacity as an issuer of Subordinated Notes only and, together with BATIF, BATCAP and BATNF in their capacities as issuers of Senior Notes only, the Issuers and each an Issuer , and, together with BATIF, BATCAP and BATNF in their capacities as guarantors of Senior Notes issued by the relevant other Issuers, the Guarantors and each a Guarantor ); CITIBANK, N.A., LONDON BRANCH of Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB (the Agent , which expression shall include any successor agent appointed in accordance with clause 20); CITIBANK EUROPE PLC of 1 North Wall Quay, Dublin 1, Ireland (together with the Agent, the Paying Agents , which expression shall include any additional or successor paying agent appointed in accordance with clause 20 and Paying Agent shall mean any of the Paying Agents); and THE LAW DEBENTURE TRUST CORPORATION p.l.c. of 8th Floor, 100 Bishopsgate, London EC2N 4AG, United Kingdom (the Trustee , which expression shall include all persons for the time being the trustee or the trustees of the Trust Deed). WHEREAS : The Issuers and the Guarantors have entered into an amended and restated Programme Agreement dated 18 March 2026 with the Dealers named therein pursuant to which the Issuers may issue Euro Medium Term Notes in an aggregate nominal amount of up to £25,000,000,000 (or its equivalent in other currencies). The Notes will be constituted by a trust deed (such trust deed as modified and/or supplemented and/or restated from time to time, the Trust Deed ) dated 6 July 1998 made between, inter alios , the Issuers, the Guarantors and the Trustee. The parties hereto have agreed to make certain modifications to the amended and restated Agency Agreement dated 17 March 2022 between British American Tobacco, BATIF, BATCAP, BATNF, the Paying Agents and the Trustee (the Principal Agency Agreement ). This Agreement amends and restates the Principal Agency Agreement. Any Notes issued under the Programme on or after the date hereof shall have the benefit of this Agreement. This does not affect any Notes issued under the Programme prior to the date hereof. IT IS HEREBY AGREED as follows: DEFINITIONS AND INTERPRETATION Terms and expressions defined in the Programme Agreement, the Trust Deed or the Notes or used in the applicable Final Terms shall have the same meanings in this Agreement, except where the context requires otherwise or unless otherwise stated, provided that, in the event of any inconsistency between such documents, the definitions in the Trust Deed shall prevail. Words denoting: the singular number only shall include the plural number also and vice versa ; and persons only shall include firms and corporations and vice versa . All references in this Agreement to costs or charges or expenses shall include any value added tax or similar tax charged or chargeable in respect thereof. For the purposes of this Agreement, the Notes of each Series shall form a separate series of Notes and the provisions of this Agreement shall apply mutatis mutandis separately and independently to the Notes of each Series and in this Agreement the expressions Notes , Noteholders , Coupons , Couponholders and Talons shall be construed accordingly. In respect of Subordinated Notes only, all references in this Agreement to the expression Guarantor(s) shall be disregarded and all references in this Agreement to the expression relevant Issuer shall be to British American Tobacco. All references in this Agreement to the relevant Conditions shall be to the Conditions of the Senior Notes or the Conditions of the Subordinated Notes, as applicable. All references in this Agreement to principal and/or interest or both in respect of the Notes or to any moneys payable by the relevant Issuer and/or the Guarantors under this Agreement shall be construed in accordance with Condition 5(f) of the Conditions of the Senior Notes or Condition 6(f) of the Conditions of the Subordinated Notes, as applicable. All references in this Agreement to the relevant currency shall be construed as references to the currency (including any national currency unit (being a non-decimal denomination of the euro)) in which the relevant Notes are denominated. In this Agreement, clause headings are inserted for convenience and ease of reference only and shall not affect the interpretation of this Agreement. All references in this Agreement to the provisions of any statute shall be deemed to be references to that statute as from time to time modified, extended, amended, superseded or re-enacted or to any statutory instrument, order or regulation made thereunder or under such re-enactment. All references in this Agreement to an agreement, instrument or other document (including, without limitation, this Agreement, the Programme Agreement, the Trust Deed, the Procedures Memorandum, the Notes and the Conditions) shall be construed as a reference to that agreement, instrument or document as the same may be amended, modified, varied or supplemented from time to time. Any references herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system approved by the relevant Issuer, the Guarantors, the Trustee and the Agent. In the case of NGNs, such alternative clearing system must also be authorised to hold such Notes as eligible collateral for Eurosystem monetary policy and intra-day credit operations. Any references herein to the records of Euroclear and Clearstream, Luxembourg shall be to the records that each of Euroclear and Clearstream, Luxembourg holds for its customers which reflect the amount of such customer's interest in the Notes. All references in this Agreement to a Directive include any relevant implementing measure of each Member State of the European Economic Area which has implemented such Directive. As used herein, in relation to any Notes which are to have a "listing" or be "listed" (i) on the London Stock Exchange, listing and listed shall be construed to mean that such Notes have been admitted to the Official List and admitted to trading on the main market of the London Stock Exchange and (ii) on any Stock Exchange within the European Economic Area, listing and listed shall be construed to mean that Notes have been admitted to trading on a market within that jurisdiction which is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on Markets in Financial Instruments. APPOINTMENT OF AGENT AND PAYING AGENTS The Agent is hereby appointed, and the Agent hereby agrees to act as agent of the Issuers and the Guarantors (and, for the purposes of subclause 2.4 below, the Trustee) upon the terms and subject to the conditions set out below, for the purposes of, inter alia : completing, authenticating and delivering Global Notes and (if required) completing, authenticating and delivering Definitive Notes; giving effectuation instructions in respect of each Global Note which is a Eurosystem-eligible NGN; exchanging Global Notes for Definitive Notes in accordance with the terms of such Global Notes and in respect of such exchange (i) making all notations on such Global Notes which are CGNs required in accordance with their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; paying sums due on Global Notes, Definitive Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs;

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